Category: Emissions Trading

  • MIL-OSI: Atos – Half-year 2025 results on track. Full Year 2025 targets confirmed

    Source: GlobeNewswire (MIL-OSI)

    Press Release

    Half-year 2025 results on track
    Full Year 2025 targets confirmed

    • Significant progress in the execution of the Genesis transformation plan
      • Reset of cost base well engaged, already impacting profitability
      • Over 50% of the overall Genesis restructuring target incurred
        at the end of June
      • Growth pillar initial phase achieved to deliver long-term ambition
    • Operating Margin up 80 bps proforma from 2.0% to 2.8%, to €113m (+15.4% yoy) despite the material decline in revenue, as anticipated
      • Atos SBU: +1.7 pts to 5.7% driven by initial benefits from the restructuring plan and tight contract management
      • Eviden SBU: -1.7 pts to -7.9% – consistent with previously announced seasonality
    • Significant improvement in Free Cash Flow1to -€96m (including -€154m cash restructuring) from -€593m in H1 2024
    • H1 revenue at €4,020m, down 17.4% organically due to expected impact of contracts exit and low business traction in 2024.
    • Achieved a 10 pts yoy Book-to-Bill improvement reaching 83% despite soft market environment with:
      • Improved or flat order entry in all regions apart from France
      • Continued strategic deal wins with 11 large multi-year contracts signed vs. 5 in H1 2024. The positive commercial momentum is expected to continue in H2 2025
      • Rolling 12-month pipeline increased by €1.5bn in Q2 including €1.3bn in large deals (over €30m)
    • Full Year 2025 targets and long-term trajectory confirmed   
    • Share Purchase Agreement signed with the French State for the sale of Advanced Computing activities

    Paris, August 1st, 2025 – Atos, a leading provider of AI-powered digital transformation, today announces its half year 2025 financial results.

    Philippe Salle, Atos Group Chairman of the Board of Directors and Chief Executive Officer, declared:

    “In a challenging environment, I am very encouraged by the determination of our teams in rolling-out the Genesis transformation plan with no delay. The voluntary optimization of the Group cost base is already starting to show initial benefits as shown through our half-year results: the operating margin is improving by over 15% year-on-year, a positive momentum which we intend to pursue. Our limited cash consumption is reflecting our disciplined approach to cash management, and we notice a sheer increase in enthusiasm among our customers towards the strategic refocusing of the Group.
    We also reached a new significant milestone towards the sale of our Advanced Computing activities with the signature of a share purchase agreement with the French State.
    We are looking ahead to the rest of the year and beyond with confidence and a single focus: executing on our strategy. We remain strongly committed to our 2025 targets and our long-term financial trajectory.”

    H1 2025 performance highlights

    In € million H1 2025 H1 2024 Var.   H1 2024* Organic Var.
    Revenue 4,020  4,964 (944)   4,865 (845) 
    Operating Margin 113  115 (2)   98 +15
    In % of revenue 2.8% 2.3% +0.5 pts   2.0%  +0.8 pts
    OMDA 309  373 (64)      
    In % of revenue 7.7% 7.5% +0.2 pts      
    Net income – Group share  -696 -1,941 + 1,245      
    Free Cash Flow2 -96  -593 + 497      
    Net debt (excl. IFRS 9 adjustment) -1,681  -4,218 + 2,537      

    *: at constant scope and June 2025 average exchange rates

    Operational performance

    Group revenue reached 4,020 million euros in the first half 2025, reflecting a 17.4% organic decline compared to the first half of 2024, driven by 2024 contract losses and voluntary contract exits, especially in the Atos Strategic Business Unit (SBU) in the United States and the United Kingdom, as well as overall soft market environment. The Atos SBU generated revenue of 3,603 million euros, down 17.9% organically compared to the first half of 2024. The Eviden SBU revenue was down 11.9% compared to the first half of 2024, to 417 million euros in the first half of 2025.

    Group operating margin reached 113 million euros in the first half of 2025, representing an organic 15% increase compared to the first half of 2024 and 2.8% of revenue (compared to 2.0% in the first half of 2024), despite a 845 million revenue decline year-on-year. This performance demonstrates the initial benefits of the cost reduction measures engaged since the beginning of the year, especially in the Atos SBU where the operating margin improved 18% year-on-year. The Eviden SBU profitability was lower than last year, as expected, due to a strong seasonality throughout the year.

    Disclosure in this section represents the revised reporting structure of Atos Group, following the implementation of the new organization in the first half 2025 reporting period. These are those that will be presented in the consolidated financial statements for the first half of 2025, which will be included in the 2025 half year report. Atos has identified Atos France, Atos BNN Benelux & the Nordics, Atos UK&I, Atos USA & CA, Atos GACE, Atos IM, Atos Global Delivery Centers, Eviden and Global Structures as the operating segments, mirroring the internal reporting structure. This reflects the review, management and assessment of the group’s operating results by Group Management following the implementation of the new organization.

    In € million  H1 2025 Revenue H1 2024*   Revenue Organic variation H1 2025 OM H1 2024 OM* H1 2025 OM Organic variation*  
     
    ATOS 3,603 4,391 -17.9% 204 173 5.7% +18.2%  
    Germany, Austria & Central Europe 767 831 -7.6% 1 -11 0.1% ns  
    USA & Canada 695 978 -29.0% 70 92 10.1% -24.4%  
    France 591 663 -10.8% 13 9 2.1% +45.4%  
    UK & Ireland 583 821 -29,0% 50 48 8.6% +4.5%  
    International Markets 561 668 -16.0% 46 39 8.2% +18.8%  
    BNN Benelux & the Nordics 402 425 -5.4% 23 -1 5.6% ns  
    Global Delivery Centers 5 6 -18.7% 2 -3 0.1% ns  
    Eviden 417 474 -11.9% -33 -30 -7.9% +11.5%  
    Global Structures -57 -45 -1.4% +28.8%  
    Group total 4,020 4,865 -17.4% 113 98 2.8% +15.4%  

     *: at constant scope and June 2025 average exchange rates

    Atos – Germany, Austria & Central Europe revenue was 767 million euros in the first half of 2025, representing a 7.6% organic decline compared to the first half of 2024 with a significant ramp down from a couple of large clients who implemented insourcing strategies. It also stemmed from managed exits from low profitability contracts. That was partially offset by successful fertilization and cross selling at existing clients.

    Operating margin improved by 140 basis points year-on-year despite the non-recurring treatment of some reorganization expenses in the first half of 2024. It reached breakeven in the first half of 2025 thanks to the restructured delivery of existing contract portfolio and benefits from cost-saving initiatives.

    Atos – USA & Canada revenue decreased by 284 million euros year-on-year on a proforma basis. This was driven essentially by 2024 large contract completions and ramp-downs as well as an uncertain macro and political environment. Churn on small size contracts was more than offset by growing activity at existing clients and new contracts during the period.

    Operating margin improved 60 basis points compared to the first half of 2024 despite the material impact from revenue fall thru, thanks to the Genesis-led margin optimization actions already in place. It stood at 70 million euros in the first half of 2025.

    Atos – France revenue reached 591 million euros in the first half of 2025, down 10.8% organically from the first half of 2024, due to high exposure to the recently muted public sector and the impact of financial restructuring on client perception in 2024.

    Operating margin improved by 80 basis points year-on-year thanks to the benefit of cost-cutting initiatives on indirect costs, an improved billability rate despite revenue decline and improving low profitability contract management, quality of delivery and automation.

    Atos – UK & Ireland revenue reached 583 million euros in the first half of 2025, down 29% organically year-on-year mostly as a result of planned large public sector BPO contracts completion in the fourth quarter of 2024.

    Operating margin improved 280 basis points compared to the first half of 2024. In absolute terms, it was stable year-on-year despite the sharp decrease in revenue, thanks to the restructuring of low profitability contracts, successful delivery of new business and an already visible impact from cost-saving initiatives.

    Atos – International Markets revenue was down 16% organically in the first half of 2025, to 561 million euros, mostly driven by softer performance in Asia Pacific, Switzerland and Major events that had benefited from the Olympics in the first half of 2024. That was partially offset by growing revenues in South America.

    Operating margin improved by 240 bps compared to the first half of 2024 and reached 46 million euros in the first half of 2025 (up 7 million year-on-year). The contribution from lost revenue was more than offset by improved productivity, benefits from the Genesis transformation plan and lower one-off costs year-on-year with Olympics-related marketing costs incurred in the first half of 2024.

    Atos – BNN, Benelux and the Nordics revenue stood at 402 million euros in the first half of 2025, down 5.4% organically compared to the first half of 2024 with churn partially offset by growing activity at existing clients.

    Operating margin turned positive in the first half of 2025, to 23 million euros, or 5.6% of revenues. This was driven by the ramp up of higher profitability contracts and positive contribution from the Genesis action plan and continued positive service and project delivery.

    Eviden revenue was 417 million euros in the first half of 2025, down 11.9% organically year-on-year, driven by the anticipated strong seasonality in Advanced Computing (down 10.9% compared to the first half of 2024).
    Operating margin was –33 million euros, compared to -30 million euros in the first half of 2024 again, due to the seasonality in Advanced Computing. Significant revenue and profit recognition is expected in the fourth quarter of 2025. On a full-year basis the business unit is expected to generate positive operating margin.

    Global Structures costs stood at -57 million euros in the first half of 2025, compared to -45 million euros in the first half of 2024, due to the non-recurring treatment of reorganization costs in the first half of 2024 and the UEFA marketing costs incurred centrally in the first half of 2025.

    Update on the Genesis plan execution

    At the Capital Markets Day that was held on May 14, 2025, the Group unveiled “Genesis”, its strategic and transformation plan for the next 4 years. It includes 22 workstreams regrouped under 7 pillars:

    • Growth
    • Human Resources
    • Countries review
    • Portfolio review
    • Gross Margin
    • Cost review
    • Cash

    During the first half of 2025 significant progress was achieved, including the following:

    • Growth transformation: it has now passed the initial phase with a new growth and sales teams operating model deployed in all geographies and centrally. That included the right sizing and upskilling of the teams and sales enablement initiatives as well as prioritization to ensure frontline excellence and support future growth ambition. With that, processes were streamlined and optimized, enabling the sales force to concentrate efforts on meeting client needs. It is anticipated to yield results from the second half onwards
    • Countries review: to sharpen the geographical focus as announced in the Capital Markets Day, the Group exited one country and formally launched disposal processes for additional non-core countries
    • Contract portfolio review: in the first half of 2025, the Group reduced its exposure to low margin contracts (ie contracts with a project margin below 5%) to only three significant ones (vs seven at the end of 2024), and totaling a c.16 million euros negative impact on operating margin compared to c.52 million euros in the first half of 2024
    • Delivery and G&A optimization: the billability rate improved from 76% to 79% during the first half, and the General & Administrative cost base was reduced by 10% compared to the same period last year. Overall, over 50% of the 3-year restructuring envelope of 700 million euros was incurred at the end of June. The total headcount was 69,597 at the end of the period

    Order entry and backlog

    Commercial activity

    Order entry reached €3.3 billion in H1 2025, slightly lower than the reported H1 2024 level, due to:

    • Muted commercial activity in France where significant organizational changes are being implemented to improve commercial efficiency, enrich our offering and secure long term business performance. All other regions delivered roughly flat or growing order entry in the first half of the year
    • The soft market environment observed in the last few months

    Book-to-bill ratio was 83% in the first half of 2025, up from 73% in the same period of 2024. Main contract signatures in the second quarter of 2025 included two 4+ years Digital workplace deals totaling 140 million euros (of which 100 million euros in North America and 40 million euros in the UK), a 5+ years 80 million euros mainframe deal with a North American wholesaler of technology products, a 4+ years 50 million euros Cybersecurity contract in the public sector in Belgium, and two 3+ years digital applications contracts in Europe for a cumulative amount of 90 million euros with a consumer goods player on one side and a public sector body on the other.

    Backlog & commercial pipeline

    At the end of June 2025, the full backlog reached €12 billion representing 1.5 years of revenue.
    The full qualified pipeline amounted to €4.1 billion at the end of June 2025, representing 6.1 months of revenue.

    Net income

    OOI
    Other operating income and expenses amounted to –566 million euros in the first half of 2025, compared to –1,819 million euros in the first half of 2024. It mostly included restructuring and other non-recurring charges in relation to the Genesis transformation plan, as well as litigation provisions.

    Financial income
    Net financial expense was -202 million euros in the first half of 2025, compared to -175 million euros in the first half of 2024, reflecting the new debt structure of the Group and the fair value adjustment of the net debt.

    Tax
    Tax charge stood at -41 million euros in the first half of 2025, compared to -62 million euros in the first half of 2024.

    Net result group share
    As a result of the above net result Group share was a loss of –696 million euros in the first half of 2025, compared to a loss of –1,941 million euros in the first half of 2024.

    Free cash flow

    Free cash flow for the period stood at –96 million euros for the period excluding changes in working capital actions (WCA), reflecting the following items:

    • Operating margin before depreciation and amortization (OMDA) of 309 million euros
    • Capex of –93 million euros, or 2.3% of revenues
    • Leases of –122 million euros
    • Change in working capital requirement (excluding WCA) of 167 million euros, mostly driven by lower activity in the first half of 2025
    • Cash restructuring of –154 million euros, in relation to the Genesis transformation plan
    • Tax paid of -13 million euros
    • Net cash cost of debt of –80 million euros, including 18 million euros of financial income
    • Other items for –109 millions, that included litigation and onerous contracts

    Net debt and debt covenants

    At June 30, 2025, net debt was 1,681 million euros (746 million euros including IFRS 9 debt fair value adjustment), compared to 1,238 million euros as of December 31, 2024 (275 million euros including IFRS 9 debt fair value adjustment), and mainly consisted of:

    • Cash and cash equivalents for 1,364 million euros
    • Borrowings for 3,057 million euros (nominal value, excluding PIK) or 2,186 million euros including IFRS 9 fair value adjustment and PIK

    The new credit documentation requires the Group to maintain:

    • from 31 March 2025, a minimum liquidity level of €650 million, to be verified at the end of each financial quarter
    • from 30 June 2027, as from each half-year end, a maximum level of financial leverage (“Total Net Leverage Ratio Covenant”), which is defined as the ratio of Financial indebtedness (mainly excluding IFRS 16 impacts and IFRS 9 debt fair value treatment) to pre-IFRS 16 OMDA; the ceilings thus applicable will be determined no later than 30 June 2026 with reference to a flexibility of 30% in relation to the Business Plan adopted by the Group at that time; these ceilings will in any event remain between 3.5x and 4.0x.

    As of June 30, 2025, the Group financial leverage ratio (as defined in glossary) was 4.0x.

    Outlook

    The Group confirms its full year 2025 targets:

    • c. 8.5 billion euros revenue3
    • around 4% operating margin
    • net change in cash4 before debt repayment of c. -350 million euros

    The long-term financial trajectory also remains unchanged.

    In 2026, the Group expects to generate positive organic growth and net change in cash4 before debt repayment and M&A.

    In 2028, with the assumption of a disposal of Advanced Computing in FY 2026 and a progressive reduction of its geographic footprint, the Group expects:

    • to grow revenues organically to between 8.5 and 9 billion euros, representing a 5-7% CAGR between 2025 and 2028. Strategic, targeted and disciplined M&A could further increase revenue to up to 9 to 10 billion euros
    • to reach an operating margin of around 10%, supported by cost reduction measures and structural visible growth, partially offset by an acceleration of R&D investments
    • to achieve a leverage ratio below 1.5x net debt/OMDAL5. On the path to an investment grade rating, the Group expects to achieve a BB profile in 2027

    Sale of Advanced Computing

    On July 31, 2025, Atos Group signed a share purchase agreement with the French State for the sale of its Advanced Computing business, excluding Vision AI activities, for an enterprise value (EV) of €410 million, including €110m earn-outs that are based on profitability indicators for fiscal years 2025 (€50 million potential earn-out that should be paid upon closing) and 2026 (€60 million additional potential earn-out). This EV is in line with the confirmatory offer received from the French State on June 2, 2025 which has been approved by Atos Group Board of Directors.

    Atos Advanced Computing business regroups the High-Performance Computing (HPC) & Quantum as well as the Business Computing & Artificial intelligence divisions. The transaction perimeter is expected to generate revenue of circa €0.8 billion in 2025.

    The French State will become the new shareholder of these activities, further supporting the business and its development over the long term.

    Social processes for the signing of the SPA agreement are closed. The transaction is expected to close over H1 2026 once the carveout is completed and relevant authorizations have been received.

    Interim condensed consolidated financial statements

    Atos Group Board of Directors in its meeting held on July 31, 2025, has reviewed the Group interim condensed consolidated financial statements closed at June 30, 2025. The Statutory Auditors have completed their usual limited review of the half-year condensed consolidated financial statements and issued their unqualified report.

    Conference call

    Atos Group’s Management invites you to attend the first half 2025 results conference call on Friday, August 1st, 2025, at 08:00 am (CET – Paris).

    You can join the webcast of the conference via the following link:

    https://edge.media-server.com/mmc/p/mz677p34

    If you want to join the conference by telephone, please register via this link:

    https://register-conf.media-server.com/register/BIc7cb4acc36ee4ddbbe4878cdc98936fa

    Upon registration, you will receive the dial-in info and a unique PIN to join the call as well as an email confirmation with the details.

    After the conference, a replay of the webcast will be available on atos.net, in the Investors section.

    Forthcoming events

    October 20, 2025 (After Market Close) Third quarter 2025 revenue

    APPENDIX

    H1 2024 revenue and operating margin at constant scope and exchange rates reconciliation

    For the analysis of the Group’s performance, revenue and OM for H1 2025 is compared with H1 2024 revenue and OM at constant scope and foreign exchange rates. Reconciliation between the H1 2024 reported revenue and OM, and the H1 2024 revenue and OM at constant scope and foreign exchange rates is presented below, by segment.

    H1 2024 revenue H1 2024 published Restatement H1 2024 restated Internal transfers Scope effects Exchange rates effects H1 2024*
    In € million
    ATOS 4,259 234 4,493 -3 -85 -13 4,391
    Germany, Austria & Central Europe 779 62 841 0 -11 0 831
    USA & Canada 949 38 987 0 0 -9 978
    France 686 39 725 -4 -58 0 663
    UK & Ireland 791 17 808 0 0 13 821
    International Markets 675 27 702 0 -16 -17 668
    BNN Benelux & the Nordics 375 49 424 1 0 0 425
    Global Delivery Centers 4 2 6 0 0 0 6
    Eviden 705 -234 471 3 0 0 474
    Global Structures –  – 
    Group Total 4,964 0 4,964 0 -86 -13 4,865
    H1 2024 Operating Margin H1 2024 published Restatement H1 2024 restated Internal transfers Scope effects Exchange rates effects H1 2024*
    In € million
    ATOS 175 -1 174 1 -15 12 173
    Germany, Austria & Central Europe -16 2 -14 -2 -2 7 -11
    USA & Canada 97 0 96 0 0 -4 92
    France 14 -2 12 2 -10 5 9
    UK & Ireland 47 0 47 0 0 1 48
    International Markets 40 0 40 0 -3 2 39
    BNN Benelux & the Nordics -4 3 -1 -3 0 3 -1
    Global Delivery Centers -3 -3 -6 3 0 -1 -3
    Eviden -16 2 -14 -2 0 -13 -30
    Global Structures -44 -1 -45 1 0 -1 -45
    Group Total 115 0 115 0 -15 -2 98

    *: at constant scope and June 2025 average exchange rates

    Restatement corresponds to the transfer of Cybersecurity Services from Eviden to Atos.

    Scope effects amounted to €-86 million. They related to the divesture of Worldgrid in France, International Markets (Iberia) and Germany.

    Currency effects negatively contributed to revenue of -13 million. They mostly came from the depreciation of the US dollar, the Brazilian real, the Argentinian peso and the Turkish lira, partially compensated by the appreciation of the British pound.

    Q1 2024 revenue at constant scope and exchange rates reconciliation

    For the analysis of the Group’s performance, revenue for Q1 2025 is compared with Q1 2024 revenue at constant scope and foreign exchange rates.

    Q1 2024 revenue Q1 2024 published Restatement Q1 2024 restated Internal transfers Scope effects Exchange rates effects Q1 2024*
    In € million
    ATOS 2,155 118 2,273 -1 -43 22 2,251
    Germany, Austria & Central Europe 385 30 416 0 -6 0 410
    USA & Canada 474 20 493 0 0 15 509
    France 354 20 375 -2 -30 0 343
    UK & Ireland 410 9 419 0 0 10 430
    International Markets 339 14 352 0 -8 -4 341
    BNN Benelux & the Nordics 190 25 215 0 0 0 215
    Global Delivery Centers 2 1 3 0 0 0 3
    Eviden 324 -118 206 1 0 1 207
    Global Structures 0 0 0 0 0 0 0
    Group Total 2,479 0 2,479 0 -44 23 2,458

    * at constant scope and June 2025 average exchange rates

    Q2 2024 revenue at constant scope and exchange rates reconciliation

    For the analysis of the Group’s performance, revenue for Q2 2025 is compared with Q2 2024 revenue at constant scope and foreign exchange rates.

    Q2 2024 revenue Q2 2024 published Restatement Q2 2024 restated Internal transfers Scope effects Exchange rates effects Q2 2024*
    In € million 
    ATOS 2,105 116 2,220 -2 -42 -35 2,140
    Germany, Austria & Central Europe 394 31 425 0 -5 0 420
    USA & Canada 476 18 494 0 0 -24 470
    France 331 18 350 -2 -28 0 320
    UK & Ireland 380 9 389 0 0 2 391
    International Markets 337 13 350 0 -8 -13 327
    BNN Benelux & the Nordics 184 25 209 0 0 0 210
    Global Delivery Centers 2 1 3 0 0 0 3
    Eviden 381 -116 265 2 0 0 266
    Global Structures
    Group Total 2,486 0 2,486 0 -42 -36 2,407

    * at constant scope and June 2025 average exchange rates

    Q1 2025 and Q2 2025 revenue according to the new Group reporting structure

    In € million  Q1 2025 Revenue Q1 2024*   Revenue Organic variation* Q2 2025 Revenue Q2 2024*   Revenue Organic variation*  
     
    ATOS 1,861 2,251 -17.3% 1,742 2,140 -18.6%  
    Germany, Austria & Central Europe 385 410 -6.1% 382 420 -9.1%  
    USA & Canada 370 509 -27.3% 324 470 -31.0%  
    France 304 343 -11.4% 287 320 -10.2%  
    UK & Ireland 302 430 -29.6% 280 391 -28.4%  
    International Markets 290 341 -14.8% 271 327 -17.1%  
    BNN Benelux & the Nordics 206 215 -4.4% 196 210 -6.4%  
    Global Delivery Centers 2 3 -10.6% 2 3 -23.9%  
    Eviden 208 207 0.1% 210 266 -21.3%  
    Global Structures  
    Group total 2,068 2,458 -15.9% 1,952 2,407 -18.9%  

    * at constant scope and June 2025 average exchange rates

    H1 2025 consolidated Profit & Loss Account

    (in € million) 6 months ended June 30, 2025 6 months ended June 30, 2024
    Revenue 4,020 4,964
    Personnel expense -2,115 -2,615
    Non-personnel operating expense -1,792 -2,235
    Operating margin 113 115
    % of revenue 2.8% 2.3%
    Other operating income and expense -566 -1,819
    Operating income (loss) -452 -1,704
    % of revenue -11.3% -34.3%
    Net cost of financial debt -162 -73
    Other financial expense -62 -135
    Other financial income 22 33
    Net financial income (expense) -202 -175
    Net income (loss) before tax -654 -1,879
    Tax charge -41 -62
    Net income (loss) -695 -1,941
    Of which:    
    ▪ attributable to owners of the parent -696 -1,941
    ▪ non-controlling interests 1 0

    H1 2025 Consolidated Cash Flow Statement

    in € million 6 months ended
    June 30, 2025
    6 months ended
    June 30, 2024
    Net income (loss) before tax -654 -1,879
    Depreciation of fixed assets 134 125
    Depreciation of right-of-use 99 138
    Net addition (release) to operating provisions -1 -10
    Net addition (release) to financial provisions 6 28
    Net addition (release) to other operating provisions 199 -55
    Amortization of intangible assets (PPA from acquisitions) 12 29
    Impairment of goodwill and other non-current assets 24 1 570
    Losses (gains) on disposals of non-current assets 3 71
    Net charge for equity-based compensation 3
    Unrealized losses (gains) on changes in fair value and other -1
    Net cost of financial debt 162 73
    Interests on lease liability 15 19
    Net cash from (used in) operating activities
    before change in working capital requirement and taxes
    -3 111
    Tax paid -13 -45
    Change in working capital requirement 43 -1 477
    Net cash from (used in) operating activities 28 -1,411
    Payment for tangible and intangible assets -93 -278
    Proceeds from disposals of tangible and intangible assets 5
    Net operating investments -93 -273
    Amounts paid for acquisitions and long-term investments -10
    Net proceeds from disposals of financial investments 1 -1
    Net long-term financial investments 1 -11
    Net cash from (used in) investing activities -92 -284
    Common stock issued 1
    Purchase and sale of treasury stock -1
    Dividends paid* -12
    Dividends paid to non-controlling interests -2
    Lease payments -122 -159
    New borrowings 470
    Repayment of borrowings -10
    Interests paid -80 -53
    Other flows related to financing activities -6 -77
    Net cash from (used in) financing activities -207 155
    Increase (decrease) in net cash and cash equivalents -271 -1,540
    Opening net cash and cash equivalents 1,739 2,295
    Increase (decrease) in net cash and cash equivalents -271 -1,540
    Impact of exchange rate fluctuations on cash and cash equivalents -104 4
    Closing net cash and cash equivalents 1,364 759

    H1 2025 Balance Sheet

    (in € million) June 30,
    2025
    December 31, 2024
    ASSETS    
    Goodwill 574 653
    Intangible assets 306 349
    Tangible assets 524 580
    Right-of-use assets 466 550
    Equity-accounted investments 12 12
    Non-current financial assets 98 131
    Deferred tax assets 213 184
    Total non-current assets 2,193 2,458
    Trade accounts and notes receivable 2,190 2,435
    Current taxes 90 102
    Other current assets 1,340 1,510
    Current financial instruments 0 2
    Cash and cash equivalents 1,364 1,739
    Total current assets 4,984 5,788
    TOTAL ASSETS 7,176 8,246
    (in € million) June 30,
    2025
    December 31, 2024
    LIABILITIES AND SHAREHOLDERS’ EQUITY    
    Common stock 19 18
    Additional paid-in capital 1,887 1,887
    Consolidated retained earnings -1,302 -1,354
    Net income (loss) attributable to the owners of the parent -696 248
    Equity attributable to the owners of the parent -91 799
    Non-controlling interests 1
    Total shareholders’ equity -91 799
    Provisions for pensions and similar benefits 664 782
    Non-current provisions 465 345
    Borrowings 2,174 2,089
    Deferred tax liabilities 138 69
    Non-current lease liabilities 438 498
    Other non-current liabilities 4 3
    Total non-current liabilities 3,884 3,787
    Trade accounts and notes payable 971 1,018
    Current taxes 66 75
    Current provisions 386 315
    Current portion of borrowings 11 17
    Current lease liabilities 190 207
    Other current liabilities 1,759 2,028
    Total current liabilities 3,383 3,660
    TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 7,176 8,246

    Glossary

    Operational capital employed: Operational capital employed comprises net fixed assets and net working capital but excludes goodwill and net assets held for sale.

    Current and non-current assets or liabilities: A current and non-current distinction is made between assets and liabilities on the consolidated statement of financial position. Atos has classified as current assets and liabilities those assets and liabilities that Atos expects to realize, use or settle during its normal cycle of operations, which can extend beyond 12 months following the period end. Current assets and liabilities, excluding the current portion of borrowings, lease liabilities and provisions, and current financial instruments represent the Group working capital requirement.

    DSO: (Days of Sales Outstanding). DSO is the amount of trade accounts receivable (including contract assets) expressed in days of revenue (on a last-in, first-out basis). The number of days is calculated in accordance with the Gregorian calendar.

    Organic growth: Organic growth represents the percent growth of a unit based on a constant scope and exchange rates basis.

    CAGR: The Compound Annual Growth Rate reflects the mean annual growth rate over a specified period of time longer than one year. It is calculating by dividing the value at the end of the period in question by its value at the beginning of that period, raise the result to the power of one divided by the period length, and subtract one from the subsequent result. As an example:

    2019-2021 revenue CAGR = (Revenue 2021 / Revenue 2018) (1/3) -1

    Operating margin: Operating margin equals to External Revenues less personnel and operating expense. It is calculated before Other Operating Income and Expense as defined below.

    Other operating income and expense: 

    Other operating income and expense include:

    • the amortization and impairment of intangible assets recognized as part of business combinations such as customer relationships, technologies and goodwill
    • when accounting for business combinations, the Group may record provisions in the opening statement of financial position for a period of 12 months beyond the business combination date. After the 12-month period, unused provisions arising from changes in circumstances are released through the income statement under “Other operating income and expense”
    • the cost of acquiring and integrating newly controlled entities, including earn out with or without presence conditions
    • the net gains or losses on disposals of consolidated companies or businesses
    • the fair value of shares granted to employees including social contributions
    • the restructuring and rationalization expense relating to business combinations or qualified as unusual, infrequent and abnormal. When a restructuring plan qualifies for Other operating income and expense, the related real estate rationalization & associated costs regarding premises are presented on the same line
    • the curtailment effects on restructuring costs and the effects of plan amendments on defined benefit plans resulting from triggering events that are not under control of Atos management
    • the net gain or loss on tangible and intangible assets that are not part of Atos core-business such as real estate
    • other unusual, abnormal and infrequent income or expense such as major disputes or litigation.

    Gross margin and indirect costs: Gross margin is composed of revenue less the direct costs of goods sold. Direct costs relate to the generation of products and/or services delivered to customers, while indirect costs include all costs related to indirect staff (defined hereafter), which are not directly linked to the realization of the revenue. The operating margin comprises gross margin less indirect costs.

    EBITDA (Earnings Before Interest, Tax, Depreciation and Amortization): for Atos, EBITDA is based on Operating Margin less non-cash items and is referred to as OMDA (Operating Margin before Depreciation and Amortization).

    OMDA (Operating Margin before Depreciation and Amortization) is calculated as follows:

    Operating margin:

    • less – Depreciation of fixed assets (as disclosed in the “financial report”)
    • less – Depreciation of right of use (as disclosed in the “financial report”)
    • less – Net charge (release) of provisions (composed of net charge of provisions for current assets and net charge of provisions for contingencies and losses, both disclosed in the “financial report”)
    • less – Net charge (release) of provisions for pensions (as disclosed in the “financial report”).

    OMDAL: OMDA – lease repayments.

    Gearing: The proportion, expressed as a percentage of net debt to total shareholders’ equity (Group share and minority interests).

    Interest cover ratio: Operating margin divided by the net cost of financial debt, expressed as a multiple.

    Leverage ratio: Net debt (before changes in working capital actions and IFRS 9 fair value adjustment) / OMDAL rolling 12-months.

    Operating income (loss): Operating income (loss) comprises net income (loss) before deferred and current income taxes, net financial income (expense), and share of net profit (loss) of equity-accounted investments.

    Cash flow from operations: Cash flow coming from the operations and calculated as a difference between OMDA, net capital expenditures, lease payment and change in working capital requirement.

    Net cash or net debt: Net cash or net debt comprises total borrowings (bonds, short term and long-term loans, securitization and other borrowings), short-term financial assets and liabilities bearing interest with maturity of less than 12 months, less cash and cash equivalents. Liabilities associated with lease contracts and derivatives are excluded from the net debt.

    Free Cash Flow (FCF): The Free Cash Flow represents the change in net cash or net debt, excluding capital increase, share buyback, dividends paid to shareholders and non-controlling interests, net acquisition or disposal of companies.

    Earnings (loss) per share (EPS): Basic EPS is the net income (loss) divided by the weighted-average number of common shares outstanding during the period. Diluted EPS is the net income (loss) divided by the diluted weighted-average number of common shares for the period (number of shares outstanding + dilutive instruments with dilutive effect).

    Revenue: Revenue related to Atos’ sales to third parties (excluding VAT).

    TCV (Total Contract Value): The Total Value of a Contract at signature (prevision or estimation) over its duration represents the firm order and contractual part of the contract excluding any clause on the decision of the client, as anticipated withdrawal clause, additional option or renewal.

    Order entry/bookings: The TCV, orders or amendments signed during a defined period. When an offer is won (contract signed), the total contract value is added to the backlog and the order entry is recognized.

    Book-to-bill: The Book-to-Bill is the ratio expressed in percentage of the order entry in a period divided by revenue of the same period.

    Backlog/Order cover: The value of signed contracts, orders and amendments that remain to be recognized over their contract lives.

    Pipeline: The value of revenues that may be earned from outstanding commercial proposals issued to clients. Qualified pipeline applies an estimated percentage likelihood of proposal success.

    Direct Staff: Direct staff includes permanent staff and subcontractors, whose work is billable to a third party.

    Indirect staff: Indirect staff includes permanent staff or subcontractors, who are not billable to clients. Indirect staff is not directly involved in the generation of products and/or services delivered to clients.

    Disclaimer

    This document contains forward-looking statements that involve risks and uncertainties, including references, concerning the Group’s expected growth and profitability in the future which may significantly impact the expected performance indicated in the forward-looking statements. These risks and uncertainties are linked to factors out of the control of the Company and not precisely estimated, such as market conditions or competitors’ behaviors. Any forward-looking statements made in this document are statements about Atos’s beliefs and expectations and should be evaluated as such. Forward-looking statements include statements that may relate to Atos’s plans, objectives, strategies, goals, future events, future revenues or synergies, or performance, and other information that is not historical information. Actual events or results may differ from those described in this document due to a number of risks and uncertainties that are described within the 2024 Universal Registration Document filed with the Autorité des Marchés Financiers (AMF) on April 10, 2025 under the registration number D.25-0238. Atos does not undertake, and specifically disclaims, any obligation or responsibility to update or amend any of the information above except as otherwise required by law.

    This document does not contain or constitute an offer of Atos’s shares for sale or an invitation or inducement to invest in Atos’s shares in France, the United States of America or any other jurisdiction. This document includes information on specific transactions that shall be considered as projects only. In particular, any decision relating to the information or projects mentioned in this document and their terms and conditions will only be made after the ongoing in-depth analysis considering tax, legal, operational, finance, HR and all other relevant aspects have been completed and will be subject to general market conditions and other customary conditions, including governance bodies and shareholders’ approval as well as appropriate processes with the relevant employee representative bodies in accordance with applicable laws.

    About Atos Group

    Atos Group is a global leader in digital transformation with c. 70,000 employees and annual revenue of c. € 10 billion, operating in 67 countries under two brands — Atos for services and Eviden for products. European number one in cybersecurity, cloud and high-performance computing, Atos Group is committed to a secure and decarbonized future and provides tailored AI-powered, end-to-end solutions for all industries. Atos is a SE (Societas Europaea) and listed on Euronext Paris.

    The purpose of Atos is to help design the future of the information space. Its expertise and services support the development of knowledge, education and research in a multicultural approach and contribute to the development of scientific and technological excellence. Across the world, the Group enables its customers and employees, and members of societies at large to live, work and develop sustainably, in a safe and secure information space.

    Contact

    Investor relations: investors@atos.net

    Individual shareholders: +33 8 05 65 00 75

    Media relations: globalprteam@atos.net


    1 Excluding change in Working Capital Actions

    2 Excluding change in Working Capital Actions

    3 At Dec 31, 2024 currency

    4 At constant currency

    5 Defined as Operating Margin before Depreciations, Amortization and Leases

    Attachment

    The MIL Network

  • MIL-OSI: Coface SA: 2025 half-year financial report available

    Source: GlobeNewswire (MIL-OSI)

    2025 half-year financial report available

    Paris, 31 July 2025 – 17.35

    Coface announces today that its half-year financial report for 2025 is now available and was filed with the French financial market authority (Autorité des marchés financiers – AMF).

    This report is also on Coface website in “Investor Relations” section (Investor Resources – Coface Group Financial Reports | Coface).

    Copies are available, free of charge and on request by writing to the Company at 1 place Costes et Bellonte, 92270 Bois-Colombes, France.

    The present press release and the full regulated information concerning COFACE SA are available on the Group’s website Financial press releases & Publication announcements | Coface.

    CONTACTS

    ANALYSTS / INVESTORS
    Thomas JACQUET: +33 1 49 02 12 58 – thomas.jacquet@coface.com
    Rina ANDRIAMIADANTSOA: +33 1 49 02 15 85 – rina.andriamiadantsoa@coface.com

    MEDIA RELATIONS
    Saphia GAOUAOUI: +33 1 49 02 14 91 – saphia.gaouaoui@coface.com
    Adrien BILLET: +33 1 49 02 23 63 – adrien.billet@coface.com

    FINANCIAL CALENDAR 2025
    (subject to change)
    9M-2025 results: 3 November 2025 (after market close)

    FINANCIAL INFORMATION
    This press release, as well as COFACE SA’s integral regulatory information, can be found on the Group’s website: http://www.coface.com/Investors

    For regulated information on Alternative Performance Measures (APM), please refer to our Interim Financial Report for H1-2025 and our 2024 Universal Registration Document (see part 3.7 “Key financial performance indicators”).

      Regulated documents posted by COFACE SA have been secured and authenticated with the blockchain technology by Wiztrust.
    You can check the authenticity on the website www.wiztrust.com.
     

    COFACE: FOR TRADE
    As a global leading player in trade credit risk management for almost 80 years, Coface helps companies grow and navigate in an uncertain and volatile environment.
    Whatever their size, location or sector, Coface provides 100,000 clients across some 200 markets. with a full range of solutions: Trade Credit Insurance, Business Information, Debt Collection, Single Risk insurance, Surety Bonds, Factoring.
    Every day, Coface leverages its unique expertise and cutting-edge technology to make trade happen, in both domestic and export markets.
    In 2024, Coface employed +5,200 people and recorded a turnover of ~€1.845 billion.

    www.coface.com

    COFACE SA is listed in Compartment A of Euronext Paris
    ISIN: FR0010667147 / Ticker: COFA

    DISCLAIMER – Certain declarations featured in this press release may contain forecasts that notably relate to future events, trends, projects or targets. By nature, these forecasts include identified or unidentified risks and uncertainties, and may be affected by many factors likely to give rise to a significant discrepancy between the real results and those stated in these declarations. Please refer to chapter 5 “Main risk factors and their management within the Group” of the Coface Group’s 2024 Universal Registration Document filed with AMF on 5 April 2025 under the number D.25-0227 in order to obtain a description of certain major factors, risks and uncertainties likely to influence the Coface Group’s businesses. The Coface Group disclaims any intention or obligation to publish an update of these forecasts, or provide new information on future events or any other circumstance.

    Attachment

    The MIL Network

  • MIL-OSI: 2025 second-quarter results Solid performance amid a volatile environment Annual Net Cash Flow objective reaffirmed

    Source: GlobeNewswire (MIL-OSI)

    Paris (France), July 31, 2025

    2025 second-quarter results
    Solid performance amid a volatile environment
    Annual Net Cash Flow objective reaffirmed

    • Segment revenue of $274m in Q2 2025, up +6% year-on-year, fueled by Geoscience (GEO) and Sensing & Monitoring (SMO)
    • Segment adjusted EBITDAs of $107m in Q2 2025 (+14% year-on-year) or 39% margin (c.+270 bps). Profitability increase mostly driven by: 1/ the end of vessel penalties at EDA in January 2025 and 2/ good progress on the restructuring plan at SMO
    • Net Cash Flow generation of $30m in Q2 2025
    • Bond maturity extended to October 2030 after end-March 2025 successful refinancing, $125m available RCF1
    • 2025 financial objectives reaffirmed

    Sophie Zurquiyah, Chair and CEO of Viridien: “Viridien delivered a solid performance in the second quarter of 2025. Despite a volatile environment, the Group demonstrated resilience, driven by its primary focus on offshore markets and on leading oil companies. Combined with ongoing internal performance improvements, this resulted in robust year-on-year growth in both segment revenue and margins. From a cash perspective, Viridien generated a solid $30 m in Net Cash Flow during the quarter, reinforcing our confidence in reaching our full-year target of $100 m. The combination of a healthy Geoscience backlog and expected licensing activity toward year-end supports our confidence in maintaining momentum on our deleveraging path.”

    (in millions of $)2 Q2 2025 Q2 2024 Change (%) H1 2025 H1 2024 Change (%)
    Segment figures            
    Revenue 274 258 +6% 575 532 +8%
    Adjusted EBITDAs 107 94 +14% 250 200 +25%
    IFRS figures            
    Revenue 234 317 -26% 492 566 -13%
    EBITDAs 68 150 -55% 167 230 -27%
    Operating Income 15 52 -72% 71 72 -1%
    Net Income 6 35 -83% -22 32 n.a.
    Net Cash Flow 30 -6 n.a. 10 24 -61%
    Net Debt 997 941 +6% 997 941 +6%

    KEY HIGHLIGHTS PER BUSINESS LINE3

    Data, Digital and Energy Transition (DDE)

    Segment revenue at $181 m in Q2 2025, up +3% year-on-year driven by Geoscience. New business opportunities are emerging in HPC, while low-carbon initiatives are slowing down due to delays in CCUS projects.

    Geoscience (GEO)

    • Revenue at $115 m (+10%)
    • Solid performance mostly driven by work performed in Latin America and Middle East
    • For the past few years, Viridien has seen growing demand for advanced, high-quality, high-end subsurface imaging, especially in the US Gulf, Middle East, North Africa, and South America

    Earth Data (EDA)

    • Revenue at $66 m (-8%), following a strong performance in the first quarter of 2025
    • New OBN projects started in Norway and the US Gulf

    Segment adjusted EBITDAs reached $101 m, up +6% year-on-year, with a margin increase of c.+160 basis points. This performance reflects improving margins in Earth Data, which now fully benefits from the end of the vessel capacity agreement. EDA Cash EBITDA breakeven over the period.

    Sensing and Monitoring (SMO)

    Segment revenue at $93 m in Q2 2025, a solid +14% increase year-on-year. Activity is mostly driven by the Land segment, with strong deliveries of nodal system in South America and cabled systems in the MENA region, in particular. The Marine segment remains subdued. In New Businesses, Infrastructure monitoring is showing double-digit growth, while our Marlin Offshore Logistics solution achieved encouraging initial commercial success, with a contract signed with ONGC.

    Segment adjusted EBITDAs stood at $13 m, more than double last year’s figure, reflecting both revenue growth and the gradual positive impact of ongoing restructuring actions. In margin terms, second-quarter EBITDA reached nearly 13.7%, representing a c.+620 bp improvement year-on-year.

    Segment adjusted Operating income at $7 m vs -$2m in Q2 2024.

    CONSOLIDATED IFRS FIGURES4

    Profit & Loss

    Consolidated IFRS revenue for the second quarter of 2025 came in at $234m, down -26% year-on-year. EBITDAs stood at $68m, down -55%.

    IFRS Net Income reaches $6m, vs $35m in the second quarter of 2024, after accounting for -$53 m of leases and D&A, -$27m net cost of financial debt, +$12m other financial income linked to the partial capitalization of refinancing operation costs and partly offset by forex impacts, and +$6m of deferred tax assets.

    (in millions of $) Q2 2025 Q2 2024 Change (%) H1 2025 H1 2024 Change (%)
    €/$ exchange rate  1.12 1.08     1.08 1.08   
    Revenue 234 317 -26% 492 566 -13%
    EBITDAs 68 150 -55% 167 230 -27%
    Operating income 15 52 -72% 71 72 -1%
    Equity from investment -1 0 n.a. -1 0 n.a.
    Net cost of financial debt -27 -25 +6% -52 -49 +6%
    Other financial income (loss) 12 -1 n.a. -34 -1 n.s.
    Income taxes 6 -8 n.a. -7 -6 +32%
    Net Income (loss) from continuing operations 5 19 -74% -24 16 n.a.
    Net Income (loss) from discontinued operations 1 16 -92% 2 16 -88%
    Consolidated Net Income (loss) 6 35 -83% -22 32 n.a.

    Cash Flow and Net debt

    Net Cash Flow of $10 m generated in the first half of 2025, including $30 m in the second quarter alone. A solid performance in light of the significant pressure on the Group’s working capital, caused by overdue receivables from Mexican National Oil Company PEMEX (c.$50 m as of June 30, 2025) and largely contributing to the negative -$46m change in working capital over the period.

    Also worth noting that Net Cash Flow in the first half of 2024 included a one-off positive inflow of $38 m, related to the settlement of a litigation with ONGC.

    (in millions of $) Q2 2025 Q2 2024 Change (%) H1 2025 H1 2024 Change (%)
    Segment EBITDAs 108 91 +19% 250 196 +28%
    Income Tax Paid -4 -9 -52% -8 -12 -31%
    Change in Working Capital & Provisions 1 -3 n.a. -46 -3 n.s.
    Other Cash Items -1 0 n.a. -1 0 n.a.
    Cash from Operating Activity 103 78 +32% 195 180 +8%
    Total Capex -58 -57 +1% -119 -115 +3%
    Acquisitions and Proceeds of Assets 1 0 n.a. 1 0 n.s.
    Cash from Investing Activity -56 -56 0% -118 -114 +3%
    Paid Cost of Debt -1 -45 -97% -40 -43 -8%
    Lease Repayment -16 -16 +5% -26 -27 -5%
    Cash from Financing Activity -18 -61 -71% -67 -71 -6%
    Discontinued Operations Acquisitions 0 33 -100% 0 30 -100%
    Net Cash Flow 30 -6 n.a. 10 24 -60%

    Bond maturity significantly extended to October 2030 following the successful refinancing at end-March 2025.
    Ample liquidity in place, including a $125m RCF5.

    (in millions of $) June 30, 2025 Dec. 31, 2024 Change (%) June 30, 2024 Change (%)
    Liquidity 262 392 -33% 430 -39%
    Cash 162 302 -46% 340 -52%
    Undrawn RCF 100 90 +11% 90 +11%
    Gross Debt 1,158 1,223 -5% 1,281 -10%
    Bonds 9876 1,049 -6% 1,126 -12%
    Other borrowings 31 31 -1% 32 -3%
    Accrued interests 25 18 +33% 20 +24%
    Lease liabilities 116 125 -7% 103 +12%
    Net Debt 997 921 +8% 941 +6%

    OUTLOOK

    The oil price environment has remained volatile in recent months but consistently above the $60/bbl threshold, generally considered an industry equilibrium level. In this context, Oil & Gas companies have maintained most of their exploration and development commitments, particularly in Viridien’s core segments.

    Assuming no major disruption to the current environment, Viridien reaffirms its confidence in generating around $100m in Net Cash Flow for 2025, supported by:

    • Geoscience growth, driven by industry-leading technology and a strong backlog;
    • Earth Data late sales, expected to benefit from upcoming lease rounds, combined with disciplined new multi-client engagements;
    • Sensing & Monitoring, fueled by broad land activity.

    ***

    Q2 2025 conference call details

    The press release and presentation will be made available on www.viridiengroup.com at 5:45 p.m. (CET).

    An English-language conference call is scheduled today at 6:00 p.m. (CET).

    Participants must register for the conference call by clicking here to receive a dial-in number and PIN code. Participants may also join the live webcast by clicking here.

    A replay of the conference call will be available starting the following day, for a period of 12 months, in audio format on the Company’s website www.viridiengroup.com.

    Status of the statutory auditors’ procedures

    The Board of Directors met on July 31, 2025, and closed the consolidated financial statements as of June 30, 2025. Limited review procedures were completed, and an unqualified opinion has been issued by the statutory auditors.

    Next financial information

    2025 third-quarter results: October 30, 2025 (after market close)

    About Viridien

    Viridien (www.viridiengroup.com) is an advanced technology, digital and Earth data company that pushes the boundaries of science for a more prosperous and sustainable future. With our ingenuity, drive and deep curiosity we discover new insights, innovations, and solutions that efficiently and responsibly resolve complex natural resources, digital, energy transition and infrastructure challenges. Viridien employs around 3,200 people worldwide and is listed as VIRI on the Euronext Paris SA (ISIN: FR001400PVN6).

    Disclaimer

    Certain information included in this press release is not historical data but forward-looking statements. These forward-looking statements are based on current beliefs and assumptions, including, but not limited to, assumptions about current and future business strategies and the environment in which Viridien operates, and involve known and unknown risks, uncertainties and other factors, which may cause actual results or performance, or the results or other events, to be materially different from those expressed or implied in such forward-looking statements. These risks and uncertainties include those discussed or identified in Chapter 2 “Risk Management and Internal Control” of the Universal Registration Document dated March 6, 2025, filed with the French Financial Markets Authority (AMF) under number D. 25-0075 and available on the Group’s website (www.viridiengroup.com) and on the AMF website (www.amffrance.org). These forward-looking statements and information are not guarantees of future performance. Forward-looking statements speak only as of the date of this press release. This press release does not contain or constitute an offer of securities or an invitation or inducement to invest in securities in France, the United States, or any other area.

    Investors contact

    VP Investor Relations and Corporate Finance
    Alexandre Leroy
    alexandre.leroy@viridiengroup.com
    +33 6 85 18 44 31

    APPENDICES

    Quarterly statements are unaudited and not subject to any review. Only IFRS condensed interim consolidated financial statements were subject to a review report by statutory auditors.

    Key Segment P&L figures

    (in millions of $) Q2 2025 Q2 2024 Change (%) H1 2025 H1 2024 Change (%)
    €/$ exchange rate  1.12 1.08     1.08 1.08   
    Segment Revenue 274 258 +6% 575 532 +8%
    DDE 181 177 +3% 396 362 +9%
    Geoscience 115 105 +10% 226 193 +17%
    Earth Data 66 72 -8% 170 169 +1%
    SMO 93 82 +14% 180 170 +6%
    Land 57 29 +99% 108 74 +47%
    Marine 21 42 -50% 46 75 -39%
    Other 15 11 +36% 26 21 +20%
    Segment EBITDAs 108 91 +19% 250 196 +28%
    Adjusted Segment EBITDAs 107 94 +14% 250 200 +25%
    DDE 101 96 +6% 238 199 +19%
    SMO 13 6 +108% 27 16 +63%
    Corporate and other -7 -8 -15% -15 -16 -8%
    Segment Operating Income 22 26 -16% 87 53 +63%
    Adjusted Segment Operating Income 21 29 -28% 86 57 +50%
    DDE 21 39 -47% 87 74 +17%
    SMO 7 -2 n.a. 15 0 n.s.
    Corporate and other -7 -8 -16% -16 -17 -6%
    EDA Cash EBITDA 0 10 -100% 39 44 -11%

    Other KPIs

    (in millions of $) H1 2025 H1 2024 Change (%)
    Geoscience Backlog 317 246 +29%
    Total Capex 119 115 +3%
    Earth Data Library Net Book Value7 508  440 +15%

    Definition of Alternative Performance Indicators (API)

    In its communications, Viridien includes Alternative Performance Indicators, the main ones being Segment Revenue, Segment EBITDAs, Adjusted Segment EBITDAs, and EDA Cash EBITDA. Their definitions are set out in the 2024 Universal Registration Document filed with the French Financial Markets Authority (AMF) and are reiterated below:

    • Segment revenue: Segment revenue is prepared in accordance with internal management reporting with Earth Data prefunding revenues recorded based upon percentage of completion.
    • Segment EBITDAs: Segment EBITDAs is defined as earnings before interest, tax, income from equity affiliates, depreciation, amortization net of amortization costs capitalized to Earth Data surveys, and cost of share-based compensation for employees and senior executives. The cost of share-based compensation includes the cost of stock options and allotments of performance shares. Segment EBITDAs is calculated based on internal management reporting, in which prefunding revenue from Earth Data surveys is recognized using the percentage of completion method.
    • Adjusted segment EBITDAs: Adjusted segment EBITDAs is Segment EBITDAs adjusted for non-recurring charges and gains.
    • EDA Cash EBITDA: EDA Cash EBITDA is defined as EDA (Earth Data) adjusted segment EBITDAs less investment in EDA surveys for the period, excluding inactivity compensation fees related to the vessel capacity agreement signed between Viridien and Shearwater. This indicator is used exclusively for the EDA activity.

    Reconciliation of API with the condensed interim consolidated financial statements

    The table below outlines the accounting adjustments made in accordance with IFRS 158 requirements. Over the period, these adjustments primarily relate to major survey projects conducted by Earth Data in the US Gulf and Norway.

      Q2 2025 H1 2025
    (in millions of $) Segment IFRS 15 adjustments IFRS Segment IFRS 15 adjustments IFRS
    Revenue 274 -40 234 575 -83 492
    EBITDAs 108 -40 68 250 -83 167
    Adjustments -1     0    
    Adjusted EBITDAs 107 -40 67 250 -83 167

    Interim Consolidated Statement of Operations

    (In millions of US$, except per share data) H1 2025 H1 2024
    Operating revenues 491.8 565.8
    Other income from ordinary activities 0.1 0.1
    Total income from ordinary activities 492.0 565.9
    Cost of operations (361.0) (424.1)
    Gross profit 131.0 141.8
    Research and development expenses – net (6.8) (9.6)
    Marketing and selling expenses (16.4) (19.0)
    General and administrative expenses (37.7) (38.0)
    Other revenues (expenses) – net 1.0 (3.6)
    Operating Income (loss) 71.2 71.6
    Cost of financial debt – gross (55.2) (55.1)
    Income from cash and cash equivalents 2.9 5.8
    Cost of financial debt – net (52.3) (49.3)
    Other financial income (loss) (34.4) (0.8)
    Income (loss) before income taxes and share of income (loss) from companies accounted for under the equity method (15.4) 21.5
    Income taxes (7.4) (5.6)
    Income (loss) before share of income (loss) from companies accounted for under the equity method (22.8) 15.9
    Net income (loss) from companies accounted for under the equity method (1.0) 0.0
    Net income (loss) from continuing operations (23.8) 15.9
    Net income (loss) from discontinued operations 1.9 16.1
    Consolidated net income (loss) (21.9) 32.0
    Attributable to:    
    Owners of Viridien SA (22.3) 31.6
    Non-controlling interests 0.4 0.4
    Net income (loss) per share9    
    Basic (3.12) 4.43
    Diluted (3.12) 4.41
    Net income (loss) from continuing operations per share8    
    Basic (3.38) 2.17
    Diluted (3.38) 2.16
    Net income (loss) from discontinued operations per share8    
    Basic 0.26 2.25
    Diluted 0.26 2.25

    Interim Consolidated Statement of Financial Position

    (In millions of US$) June 30, 2025 Dec. 31, 2024
    ASSETS    
    Cash and cash equivalents 161.6 301.7
    Trade accounts and notes receivable, net 330.7 339.9
    Inventories and work-in-progress, net 162.1 163.3
    Income tax assets 10.2 22.9
    Other current assets, net 78.8 74.0
    Assets held for sale, net 28.3 24.5
    Total current assets 771.7 926.2
    Deferred tax assets 47.2 43.6
    Other non-current assets, net 9.1 8.9
    Investments and other financial assets, net 24.7 25.7
    Investments in companies under the equity method 5.1 1.1
    Property, plant and equipment, net 205.3 220.6
    Intangible assets, net 589.3 535.4
    Goodwill, net 1,092.8 1,082.8
    Total non-current assets 1,973.5 1,918.1
    TOTAL ASSETS 2,745.2 2,844.3
    LIABILITIES AND EQUITY    
    Financial debt – current portion 63.1 56.9
    Trade accounts and notes payables 113.6 120.9
    Accrued payroll costs 82.5 84.5
    Income taxes payable 12.1 20.4
    Advance billings to customers 20.8 19.2
    Provisions — current portion 17.1 19.7
    Other current financial liabilities 0.0 0.5
    Other current liabilities 218.5 182.5
    Liabilities associated with non-current assets held for sale 2.3 2.4
    Total current liabilities 530.0 507.0
    Deferred tax liabilities 13.2 18.4
    Provisions – non-current portion 33.1 28.8
    Financial debt – non-current portion 1,095.3 1,165.6
    Other non-current financial liabilities 0.0 0.0
    Other non-current liabilities 1.9 1.7
    Total non-current liabilities 1,143.5 1,214.5
    Common stock: 11,201,879 shares authorized and 7,180,449 shares with a nominal value of €1.00 outstanding at June 30, 2025. 8.7 8.7
    Additional paid-in capital 118.7 118.7
    Retained earnings 1,014.7 1,036.5
    Other Reserves (0.9) 55.2
    Treasury shares (20.1) (20.1)
    Cumulative income and expense recognized directly in equity (1.7) (1.1)
    Cumulative translation adjustment (85.0) (113.3)
    Equity attributable to owners of Viridien S.A. 1,034.5 1,084.7
    Non-controlling interests 37.2 38.1
    Total equity 1,071.8 1,122.8
    TOTAL LIABILITIES AND EQUITY 2,745.2 2,844.3

    Interim Consolidated Statement of Cash Flows

    (In millions of US$)   H1 2025 H1 2024
    OPERATING ACTIVITIES      
    Consolidated net income (loss)   (21.9) 32.0
    Less: Net income (loss) from discontinued operations   (1.9) (16.1)
    Net income (loss) from continuing operations   (23.8) 15.9
    Depreciation, amortization and impairment   42.6 47.8
    Earth Data surveys impairment and amortization   59.0 116.3
    Depreciation and amortization capitalized in Earth Data surveys   (7.5) (7.0)
    Variance on provisions   (3.6) (0.3)
    Share-based compensation expenses   1.7 1.8
    Net (gain) loss on disposal of fixed and financial assets   (0.8) 0.1
    Share of (income) loss in companies recognized under equity method   1.0
    Other non-cash items   30.0 0.8
    Net cash-flow including net cost of financial debt and income tax   98.5 175.4
    Less: Cost of financial debt   52.3 49.3
    Less: Income tax expense (gain)   7.4 5.6
    Net cash-flow excluding net cost of financial debt and income tax   158.1 230.4
    Income tax paid   (8.3) (12.0)
    Net cash-flow before changes in working capital   149.8 218.4
    Changes in working capital   45.0 (38.2)
    – change in trade accounts and notes receivable   51.0 (17.2)
    – change in inventories and work-in-progress   16.8 11.0
    – change in other current assets   (6.7) 0.9
    – change in trade accounts and notes payable   (3.8) (12.5)
    – change in other current liabilities   (12.3) (20.3)
    Net cash-flow from operating activities   194.8 180.2
           
    INVESTING ACTIVITIES      
    Total capital expenditures (including variation of fixed assets suppliers, excluding Earth Data surveys)   (17.2) (17.8)
    Investment in Earth Data surveys, net cash   (101.6) (97.0)
    Proceeds from disposals of tangible and intangible assets   1.0 0.5
    Dividends received from investments in companies under the equity method   0.5
    Variation in other non-current financial assets   2.0 (3.3)
    Net cash-flow from investing activities   (115.7) (117.0)
    FINANCING ACTIVITIES      
    Repayment of long-term debt   (1,074.5) (0.4)
    Total issuance of long-term debt   945.7
    Call premium   (21.9)
    Refinancing transaction costs paid   (3.7)  –
    Lease repayments   (26.1) (27.1)
    Interests paid   (40.4) (43.2)
    Dividends paid and share capital reimbursements:      
    – to owners of Viridien   0
    – to non-controlling interests of integrated companies   (1.4) (3.8)
    Net cash-flow from financing activities   (222.4) (74.5)
           
    Effects of exchange rates on cash   3.7 (5.3)
    Net cash flows incurred by discontinued operations   (0.4) 29.6
    Net increase (decrease) in cash and cash equivalents   (140.1) 12.9
    Cash and cash equivalents at beginning of year   301.7 327.0
    Cash and cash equivalents at end of period   161.6 339.9

    1 $125m RCF of which $25m ancillary guarantee facility (used for $12 m) and $100m fully undrawn
    2 Quarterly statements are unaudited and not subject to any review. Only IFRS condensed interim consolidated financial statements were subject to a review report by statutory auditors
    3 Please refer to the “Definitions of Alternative Performance Indicators” in the appendices for explanations of the terms used in this section
    4 The reconciliation of alternative performance indicators to the condensed interim consolidated financial statements is provided in the appendices, along with their definitions
    5 $125m RCF of which $25m ancillary guarantee facility (used for $12 m) and $100m fully undrawn
    6 Including a $66m negative foreign exchange impact compared to December 31, 2024
    7 Post IFRS15 and 16

    8 IFRS 15 requires that Earth Data prefunding revenues be recognized only upon delivery of the final processed data, that is, when the performance obligation is fulfilled. As a result, revenue and margin recognition for ongoing surveys is deferred. Viridien’s segment reporting, however, continues to apply the percentage-of-completion method previously used before the adoption of IFRS 15, for recognizing Earth Data prefunding revenues and associated margins
    9 As a result of the July 31, 2024 reverse share split, the calculation of basic and diluted earnings per shares for June 2024 has been adjusted retrospectively. Number of ordinary shares outstanding has been adjusted to reflect the proportionate change in the number of shares

    Attachment

    The MIL Network

  • MIL-OSI Europe: Written question – Costs of ETS and ETS2 – E-002980/2025

    Source: European Parliament

    Question for written answer  E-002980/2025
    to the Commission
    Rule 144
    Jacek Ozdoba (ECR)

    Member States are struggling with rising electricity costs. Rising energy costs are causing the EU to lose competitiveness to other countries, particularly China. Please answer the following questions:

    • 1.According to the Commission’s experts, what percentage of the cost of electricity bills in individual European countries is accounted for by EU charges and taxes, particularly ETS?
    • 2.According to the Commission’s calculations, how much will households pay after the introduction of ETS2? Please provide a detailed breakdown by Member State, together with the projected costs.

    Submitted: 17.7.2025

    Last updated: 31 July 2025

    MIL OSI Europe News

  • MIL-OSI: Ruanyun Edai Technology Announces Financial Results for Fiscal Year 2025

    Source: GlobeNewswire (MIL-OSI)

    NANCHANG, China, July 31, 2025 (GLOBE NEWSWIRE) — Ruanyun Edai Technology Inc. (“Ruanyun” or the “Company”) (NASDAQ: RYET), a leading AI-powered education technology company in China, today announced its financial results for the fiscal year ended March 31, 2025.

    Key Financial Performance Highlights

    • Revenue decreased by 27.0% to $6.7 million in FY2025, primarily due to declines in SmartHomework® platform development and digitalization services, despite significant increases in revenues from SmartHomework® software customization and content development, and licensing sales, which rose by 3117% and 5492%, respectively, along with a 70.4% growth in SmartExam® services driven by international expansion after the IPO.
    • Gross profit rose 29.1% to $3.8 million, with gross margin improving from 32.1% to 56.7%, driven by a shift to higher-margin software services.
    • As a result, net loss narrowed to $0.5 million from $2.1 million.

    Yan Fu, Founder and CEO of Ruanyun, commented: “In FY2025, despite our decrease in total revenue, our software customization and content development segment saw strong growth. As policy changes in China impacted revenue from some of our services, we’re strategically shifting towards higher-margin software and AI-based services like AI-OCR for greater efficiency and customer diversification.”

    “Aggressive cost management significantly strengthened our financials. Cost of revenue dropped by more than 50% to approximately $2.9 million. This led to a substantial 29.1% gross profit increase to approximately $3.8 million, expanding our gross margin by 24.6% to 56.7%. Consequently, our net loss narrowed significantly to approximately $0.5 million in FY2025 from approximately $2.1 million a year earlier.”

    “Looking ahead, our U.S. IPO has already enabled the international replication of our business model, demonstrated by services provided to Lorpzenst Innovations LLC in the United States. Furthermore, our advancements in AI-based digital technology services, particularly with AI-OCR, present broad applicability beyond our current focus. In Saudi Arabia our innovative Chinese language learning platform, HanLink, has already established local partnerships and we are structured to keep expanding in the Middle Eastern region. We believe that this technological foundation and our proven operational model position us well for potential expansion into vocational, postgraduate, and adult education sectors, as well as broader geographic markets. Ruanyun believes that these strategic shifts, combined with improved profitability and efficient cost management, lay the groundwork for sustainable long-term growth and enhanced value for our shareholders.”

    Fiscal Year 2025 Financial Results

      For fiscal years ended March 31
    In USD Millions, except %, differences due to rounding. 2025
      2024
      Variances
    %
    Total revenues 6.7   9.2   (27.0)  
    Cost of revenues 2.9   6.2   (53.5)  
    Gross profit 3.8   2.9   29.1  
    Loss from operations (0.5)   (2.1)   (77.1)  
    Net loss (0.5)   (2.1)   (75.3)  
                 

    Revenue
    The Company’s revenue has primarily come from two main product lines: SmartExam® solution and SmartHomework® solution. These solutions generate revenue through six core streams: platform development, other testing services, software customization and content development, licensing, personalized exercise books and MOTK Pro, and digitalization services.

    Revenue decreased by approximately $2.5 million, or 27.0%, from approximately $9.2 million in fiscal year 2024 to approximately $6.7 million in fiscal year 2025. The decrease in revenue primarily reflects a decrease in SmartHomework® solution digitalization services and SmartHomework® solution platform development, which was partially offset by an increase in SmartHomework® solution software customization and content development sales, as explained in details below.

    The following table presents our revenue breakdown for the years indicated in absolute amounts:

      For the years ended March 31
    USD million, except %, differences due to rounding 2025 2024 Variances
    %
    SmartExam® solution 0.7 0.6 15.5  
    SmartHomework® solution 6.0 8.6 (29.8)  
    Total revenues 6.7 9.2 (27.0)  
             

    SmartExam® Solution

    • Platform Development revenue decreased by $97,758, or 31.5%, to $212,377 in FY2025 from $310,135 in FY2024, due to a smaller project scale, despite completing one project each year. Future growth hinges on capturing market share in China’s computerized testing sector.
    • Other Services revenue jumped 70.4%, from $265,707 in FY2024 to $452,881 in FY2025. This growth is largely due to our U.S. IPO enabling international business replication, notably with Lorpzenst Innovations LLC in the United States.

    SmartHomework® Solution

    • Platform Development revenue decreased significantly by approximately $2.6 million, or 81.8%, to $571,658 in FY2025 from approximately $3.1 million in FY2024. This decline was primarily due to the high capital risk of upfront hardware investments and extended repayment cycles for domestic government projects, leading us to reduce these constructions.
    • Software Customization and Content Development revenue soared by 3117%, from $74,138 in FY2024 to approximately $2.4 million in FY2025. This surge was driven by standardized, rapidly replicable software products meeting customer needs and enabling robust market expansion in China.
    • Licensing revenue increased by 5492%, from $2,748 to $153,666, despite a decrease from two subscribers in FY2024 to one in FY2025. This significant growth is attributable to our standardized question bank’s broad applicability, extending our reach to higher-paying vocational education.
    • Personalized Exercise Book and MOTK Pro revenue decreased by $55,040, or 62%, from $88,815 in FY2024 to $33,775 in FY2025. The drop was primarily due to changes in Chinese education policies prohibiting direct value-added service fees to students/parents, an impact we couldn’t fully offset despite seeking new collaborations such as with telecom operators.
    • Digitalization Services revenue decreased by approximately $2.4 million, or 45.5%, from approximately $5.3 million in FY2024 to approximately $2.9 million in FY2025. This was largely due to Chinese education policies limiting supplementary materials. However, this service is no longer a core focus of Ruanyun as the Company transitions to AI-based digital technology services using proprietary AI Optical Character Recognition (AI-OCR). This technology efficiently processes and converts various documents and images, enabling intelligent recognition, automated data collection and processing, automated data entry and verification, and customized OCR solutions.

    Cost of Revenue

    Cost of revenue decreased by approximately $3.3 million, or 53.5%, from approximately $6.2 million in FY2024 to approximately $2.9 million in FY2025. The decrease was primarily attributable to the Company’s plan to discontinue businesses with significant hardware investment, reduce cost input, and increase gross profit.

    Gross Profit and Margin

    Gross profit increased by $855,732, or 29.1%, from approximately $2.9 million in FY2024 to approximately $3.8 million in FY2025. Gross margin increased by 24.6% from 32.1% in FY2024 to 56.7% in FY2025.

    This increase was primarily due to personnel optimization and a strategic shift towards higher-margin software development and service businesses, boosting overall gross profit.

    Operating Expenses

    Operating expenses decreased by $779,212, or 15.4%, from approximately $5.1 million in FY2024 to $4.3 million in FY2025. The decrease was primarily due to reductions in selling expenses and research and development expenses, partially offset by an increase in general and administrative expenses.

    Selling Expenses

    Selling expenses decreased by $583,900, or 24.7%, from approximately $2.4 million in FY2024 to approximately $1.8 million in FY2025. This decrease was primarily due to a reduction of $787,847 digital publishing expense, partially offset by an increase in consulting services. The decline in digital publishing expense aligns with the decrease in digitization service revenue.

    General and Administrative Expenses

    General and administrative expenses increased by $125,377, or 8.7%, from approximately $1.4 million in FY2024 to approximately $1.6 million in FY2025, while core administrative expenses remained flat.

    Research and Development Expenses

    Research and development expenses decreased by $320,689, or 25.6%, from approximately $1.3 million in FY2024 to approximately $0.9 million in FY2025. This decrease primarily resulted from lower employee compensation and benefits for early-stage research, reduced rent expense and other R&D expense reductions.

    Net loss

    Net losses for FY2025 and FY2024 were approximately $0.5 million and approximately $2.1 million, respectively. This was primarily attributable to the decrease in revenue not being able to cover costs and operating expenses.

    Cash balances

    As of March 31, 2025 and March 31, 2024, cash balances were approximately $0.7 million and $1.1 million, respectively.

    Recent Developments

    On July 11, 2025, Ruanyun announced partnership with the Confucius Institute at Prince Sultan University to bring its AI-powered HanLink platform to Saudi Arabia’s first national online Confucius Institute.

    On May 20, 2025, Ruanyun announced the successful launch and pilot of its innovative Chinese language learning platform, HanLink via a four-week trial at Riyadh’s Education & Skills International School in Saudi Arabia.

    On April 09, 2025, Ruanyun completed its initial public offering on the Nasdaq Stock Exchange, raising total gross proceeds of approximately $15 million, before deducting underwriting discounts and other offering expenses.

    About Ruanyun Edai Technology Inc.

    Ruanyun Edai Technology Inc. is an innovative AI-driven education technology company dedicated to transforming the K-12 education landscape in China. By leveraging proprietary AI-powered solutions, the Company provides intelligent learning tools, assessment platforms, and adaptive learning systems that enhance academic performance and streamline educational processes. Committed to modernizing education, the Company empowers schools, teachers, and students with cutting-edge teaching, learning, and evaluation tools through the integration of AI and the internet, fostering a more efficient and effective learning model. For more information, please visit: http://www.ruanyun.net/, https://investors.ruanyun.net/.

    Forward-Looking Statement

    This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

    For more information, please contact:

    Investor Relations
    WFS Investor Relations Inc.

    Janice Wang
    Managing Partner
    Email: services@wealthfsllc.com
    Tel: +1 628 283 9214
    +86-1381-176-8559

    RUANYUN EDAI TECHNOLOGY INC. AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS
        As of March 31,
        2025       2024  
    Assets          
    Current assets          
    Cash $ 673,397     $ 1,101,235  
    Restricted cash   125,561       126,194  
    Accounts receivable, net   3,310,143       1,785,304  
    Due from related parties   11,410       37,506  
    Inventories   59,077       210,259  
    Deferred contract costs   63,392       379,284  
    Prepaid expenses and other current assets   35,923       269,339  
    Total current assets   4,278,903       3,909,121  
    Non-current assets          
    Property and equipment, net   460,314       405,365  
    Capitalized software development cost, net   202,166       357,264  
    Deferred offering Cost   838,804       441,067  
    Long term deposits   94,811       105,917  
    Total non-current assets   1,596,095       1,309,613  
    Total assets $ 5,874,998     $ 5,218,734  
    LIABILITIES          
    Current liabilities          
    Short-term bank loans $ 4,408,340     $ 2,471,374  
    Accounts payable   1,075,456       1,813,561  
    Deferred revenue   135,737       434,717  
    Due to related parties   43,289       63,403  
    Accrued expenses and other liabilities   718,327       406,540  
    Total Current Liabilities   6,381,149       5,189,595  
    Total non-current liabilities          
    Total liabilities   6,381,149       5,189,595  
    COMMITMENTS AND CONTINGENCIES          
    EQUITY          
    Ordinary shares (US$0.0002 par value, 5,000,000,000 shares authorized, 30,000,004 shares issued and outstanding as of March 31, 2025 and 2024)   6,000       6,000  
    Additional paid-in capital   15,210,301       15,210,301  
    Accumulated deficit   (15,630,351 )     (15,233,789 )
    Accumulated other comprehensive income   252,250       257,751  
    Total Ruanyun Group stockholders’ equity   (161,800 )     240,263  
    Non-controlling interest   (344,351 )     (211,124 )
    Total Equity   (506,151 )     29,139  
    Total liabilities and equity $ 5,874,998     $ 5,218,734  
                   
    RUANYUN EDAI TECHNOLOGY INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
               
        For the Years Ended
    March 31,
        For the Years Ended
    March 31,
        2025       2024  
               
    Revenues from third parties $ 6,685,387     $ 9,154,072  
    Total revenues   6,685,387       9,154,072  
    Cost of revenues   (2,892,516 )     (6,216,933 )
    Gross profit   3,792,871       2,937,139  
    Operating expenses          
    Selling and marketing expenses   (1,784,837 )     (2,368,737 )
    General and administrative expenses   (1,563,423 )     (1,438,046 )
    Research and development expenses   (930,904 )     (1,251,593 )
    Total operating expenses   (4,279,164 )     (5,058,376 )
    Loss from operations   (486,293 )     (2,121,237 )
    Finance cost, net   (153,869 )     (203,779 )
    Government subsidy   11,811       264,250  
    Other income (expense), net   108,644       (43,308 )
    Loss before income taxes   (519,707 )     (2,104,074 )
    Income tax expenses   (16 )      
               
    Net loss   (519,723 )     (2,104,074 )
               
    Net loss attributable to non-controlling interests   (123,161 )     (97,948 )
               
    Net loss attributable to common shareholders   (396,562 )     (2,006,126 )
    COMPREHENSIVE LOSS          
    Net loss   (519,723 )     (2,104,074 )
    Unrealized foreign currency translation loss   (15,567 )     (20,450 )
    Comprehensive loss   (535,290 )     (2,124,524 )
    Less: comprehensive loss attributable to non-controlling interests   (133,227 )     (74,959 )
    Comprehensive loss attributable to common shareholders $ (402,063 )   $ (2,049,565 )
               
    Weighted average number of ordinary share outstanding          
    Basic and Diluted*   30,000,004       30,000,004  
    Loss per share          
    Basic and Diluted $ (0.01 )   $ (0.07 )
                   

    The MIL Network

  • MIL-OSI: Asure Announces Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    Second Quarter 2025 Total Revenues Increased 7% to $30.1 million

    Recurring Revenues Grew 6% from Prior Year

    AUSTIN, Texas, July 31, 2025 (GLOBE NEWSWIRE) — Asure Software, Inc. (“we”, “us”, “our”, “Asure” or the “Company”) (Nasdaq: ASUR), a leading provider of cloud-based Human Capital Management (“HCM”) software solutions, today reported results for the second quarter ended June 30, 2025.

    Second Quarter 2025 Financial Highlights

    • Revenue of $30.1 million, up 7% year over year, excluding ERTC up 10% from the prior year second quarter
    • Recurring revenue of $28.6 million versus $27.1 million during the prior year second quarter
    • Net loss of $6.1 million versus a net loss of $4.4 million during the prior year second quarter
    • EBITDA(1) of $1.4 million versus $1.3 million during the prior year second quarter
    • Adjusted EBITDA(1) of $5.2 million versus $4.1 million during the prior year second quarter
    • Gross profit of $19.9 million versus $18.9 million during the prior year second quarter
    • Non-GAAP gross profit(1) of $21.9 million (Non-GAAP gross margin(1) of 73%) versus $20.4 million (and 73% in prior year second quarter)

    First Half 2025 Financial Highlights

    • Revenue of $65.0 million, up 9% from prior year first half
    • Revenue (excluding ERTC revenue) of $64.8 million, up 11% from prior year first half
    • Recurring revenue of $61.8 million, up 8% from prior year first half
    • Net loss of $8.5 million versus a net loss of $4.7 million in the prior year first half
    • EBITDA(1) of $5.6 million versus $5.7 million in the prior year first half
    • Adjusted EBITDA(1) of $12.6 million versus $10.9 million in the prior year first half
    • Gross profit of $44.5 million versus $41.5 million in the prior year first half
    • Non-GAAP gross profit(1) of $48.1 million (margin of 74%) versus $44.2 million (margin of 74%) in prior year first half

    Recent Business Highlights

    • On July 1, 2025 Asure acquired Lathem Time Corporation, a trusted name in employee time and attendance solutions with more than a century of innovation for a purchase price of $39.5 million. The company has transformed into a modern software provider delivering cloud-based time and attendance solutions through its flagship platform PayClock® Online. Lathem’s customer base and go to market strategy of selling direct and via a strong reseller network are complementary to Asure’s focus on growing businesses.

    (1)This financial measure is not calculated in accordance with GAAP and is defined on page 3 of this press release. A reconciliation of this non-GAAP measure to the most applicable GAAP measure begins on page 11 of this release.

    Management Commentary

    “We are pleased to report another solid performance for the second quarter where our revenues of $30.1 million increased 7% from the prior year second quarter and excluding the impact of ERTC, revenue growth was 10%. Our results were driven by continued strong performances coming from our Payroll Tax Management product line and improving attach rates of our HCM products,” said Asure Chairman and CEO Pat Goepel.

    “We are excited to have completed the acquisition of Lathem Time Corporation on July 1, 2025 which we believe will be a great addition to the Asure product offering. The acquisition is expected to add to the scale of our existing time and attendance business with additional high margin recurring revenue and drive the ability to accelerate further cross-selling opportunities of Asure’s suite of HCM products. Our continued positive momentum, the investments we have made in our technology plus recently acquired products we believe position us well for the continued growth of Asure.”

    Third Quarter 2025 and Full Year 2025 Revenue Guidance Ranges

    The Company provides guidance for the third quarter of 2025 and increases the full year 2025 revenue range based on the Company’s year-to-date results and recent business trends, including the acquisition of Lathem Time Corporation.

    New Guidance for 2025

    Guidance Range   Q3-2025   PRIOR FY-2025 NEW FY-2025
    Revenue $ 35.0 M – 37.0 M $ 134.0-138.0 M $138.0 M -142.0 M
    Adjusted EBITDA(1) $ 7.0M -9.0 M   23%-24% 22% -24%
               

    Management uses GAAP, non-GAAP and adjusted measures when planning, monitoring, and evaluating the Company’s performance. The primary purpose of using non-GAAP and adjusted measures is to provide supplemental information that may prove useful to investors and to enable investors to evaluate the Company’s results in the same way management does.

    Management believes that supplementing GAAP disclosures with non-GAAP and adjusted disclosures provides investors with a more complete view of the Company’s operational performance and allows for meaningful period-to-period comparisons and analysis of trends in the Company’s business. Further, to the extent that other companies use similar methods in calculating adjusted financial measures, the provision of supplemental non-GAAP and adjusted information can allow for a comparison of the Company’s relative performance against other companies that also report non-GAAP and adjusted operating results.

    Management has not provided a reconciliation of guidance of GAAP to non-GAAP or adjusted disclosures because management is unable to predict the nature and materiality of non-recurring expenses without unreasonable effort.

    Management’s projections are based on management’s current beliefs and assumptions about the Company’s business, and the industry and the markets in which it operates; there are known and unknown risks and uncertainties associated with these projections. There can be no assurance that our actual results will not differ from the guidance set forth above. The Company assumes no obligation to update publicly any forward-looking statements, including its 2025 earnings guidance, whether as a result of new information, future events or otherwise. Please refer to the “Use of Forward-Looking Statements” disclosures on page 5 of this press release as well as the risk factors in our quarterly and annual reports on file with the Securities and Exchange Commission for more information about risk that affect our business and industry.

    (1)This financial measure is not calculated in accordance with GAAP and is defined on page 3 of this press release. A reconciliation of this non-GAAP measure to the most applicable GAAP measure begins on page 11 of this release.

    Conference Call Details

    Asure management will host a conference call on Thursday, July 31, 2025, at 3:30 pm Central (4:30 pm Eastern). Asure Chairman and CEO Pat Goepel and CFO John Pence will participate in the conference call followed by a question-and-answer session. The conference call will be broadcast live and available for replay via the investor relations section of the Company’s website. Analysts may participate on the conference call by dialing 877-407-9219 or 201-689-8852.

    About Asure Software, Inc.

    Asure (Nasdaq: ASUR) provides cloud-based Human Capital Management (HCM) software solutions that assist organizations of all sizes in streamlining their HCM processes. Asure’s suite of HCM solutions includes HR, payroll, time and attendance, benefits administration, payroll tax management, and talent management. The company’s approach to HR compliance services incorporates AI technology to enhance scalability and efficiency while prioritizing client interactions. For more information, please visit www.asuresoftware.com

    Non-GAAP and Adjusted Financial Measures

    This press release includes information about non-GAAP gross profit, non-GAAP sales and marketing expense, non-GAAP general and administrative expense, non-GAAP research and development expense, EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin. These non-GAAP and adjusted financial measures are measurements of financial performance that are not prepared in accordance with U.S. generally accepted accounting principles and computational methods may differ from those used by other companies. Non-GAAP and adjusted financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with the Company’s Condensed Consolidated Financial Statements prepared in accordance with GAAP. Non-GAAP and adjusted financial measures are reconciled to GAAP in the tables set forth in this release and are subject to reclassifications to conform to current period presentations.

    Non-GAAP gross profit differs from gross profit in that it excludes amortization, share-based compensation, and one-time items.

    Non-GAAP sales and marketing expense differs from sales and marketing expense in that it excludes share-based compensation and one-time items.

    Non-GAAP general and administrative expense differs from general and administrative expense in that it excludes share-based compensation and one-time items.

    Non-GAAP research and development expense differs from research and development expense in that it excludes share-based compensation and one-time items.

    EBITDA differs from net income (loss) in that it excludes items such as interest, income taxes, depreciation, and amortization. Asure is unable to predict with reasonable certainty the ultimate outcome of these exclusions without unreasonable effort.

    Adjusted EBITDA differs from EBITDA in that it excludes share-based compensation, other income (expense), net and one-time expenses. Asure is unable to predict with reasonable certainty the ultimate outcome of these exclusions without unreasonable effort.

    All adjusted and non-GAAP measures presented as “margin” are computed by dividing the applicable adjusted financial measure by total revenue.

    Specifically, as applicable to the respective financial measure, management is adjusting for the following items when calculating non-GAAP and adjusted financial measures as applicable for the periods presented. No additional adjustments have been made for potential income tax effects of the adjustments based on the Company’s current and anticipated de minimis effective federal tax rate, resulting from the Company’s continued losses for federal tax purposes and its tax net operating loss balances.

    Share-Based Compensation Expenses. The Company’s compensation strategy includes the use of share-based compensation to attract and retain employees and executives. It is principally aimed at aligning their interests with those of our stockholders and at long-term employee retention, rather than to motivate or reward operational performance for any particular period. Thus, share-based compensation expense varies for reasons that are generally unrelated to operational decisions and performance in any particular period.

    Depreciation. The Company excludes depreciation of fixed assets. Also included in the expense is the depreciation of capitalized software costs.

    Amortization of Purchased Intangibles. The Company views amortization of acquisition-related intangible assets, such as the amortization of the cost associated with an acquired company’s research and development efforts, trade names, customer lists and customer relationships, and acquired lease intangibles, as items arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are continually evaluated for impairment, amortization of the cost of purchased intangibles is a static expense, one that is not typically affected by operations during any particular period.

    Interest Expense, Net. The Company excludes accrued interest expense, the amortization of debt discounts and deferred financing costs.

    Income Taxes. The Company excludes income taxes, both at the federal and state levels.

    One-Time Expenses. The Company’s adjusted financial measures exclude the following costs to normalize comparable reporting periods, as these are generally non-recurring expenses that do not reflect the ongoing operational results. These items are typically not budgeted and are infrequent and unusual in nature.

    Settlements, Penalties and Interest. The Company excludes legal settlements, including separation agreements, penalties and interest that are generally one-time in nature and not reflective of the operational results of the business.

    Acquisition and Transaction Related Costs. The Company excludes these expenses as they are transaction costs and expenses that are generally one-time in nature and not reflective of the underlying operational results of our business. Examples of these types of expenses include legal, accounting, regulatory, other consulting services, severance and other employee costs.

    Other non-recurring Expenses. The Company excludes these as they are generally non-recurring items that are not reflective of the underlying operational results of the business and are generally not anticipated to recur. Some examples of these types of expenses, historically, have included write-offs or impairments of assets, demolition of office space and cybersecurity consultants.

    Other (Expense) Income, Net. The Company’s adjusted financial measures exclude Other (Expense) Income, Net because it includes items that are not reflective of the underlying operational results of the business, such as loan forgiveness, adjustments to contingent liabilities and credits earned as part of the CARES Act, passed by Congress in the wake of the coronavirus pandemic.

    Use of Forward-Looking Statements

    This press release contains certain statements made by management that may constitute “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements about our financial results may include expected or projected U.S GAAP and other operating and non-operating results. The words “believe,” “may,” “will,” “estimate,” “projects,” “anticipate,” “intend,” “expect,” “should,” “plan,” and similar expressions are intended to identify forward-looking statements. Examples of forward-looking statements include statements we make regarding our operating performance, future results of operations and financial position, revenue growth, earnings or other projections. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. The achievement or success of the matters covered by such forward-looking statements involves risks, uncertainties and assumptions, over many of which we have no control. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our results could differ materially from the results expressed or implied by the forward-looking statements we make. The risks and uncertainties referred to above include—but are not limited to—risks associated with breaches of our security measures; risks related to material weaknesses; possible fluctuations in our financial and operating results; privacy concerns and laws and other regulations may limit the effectiveness of our applications; the financial and other impact of any previous and future acquisitions; domestic and international regulatory developments, including changes to or applicability to our business of privacy and data securities laws, money transmitter laws and anti-money laundering laws; regulatory pressures on economic relief enacted as a result of the COVID-19 pandemic that change or cause different interpretations with respect to eligibility for such programs; risk of our software and solutions not functioning adequately; interruptions, delays or changes in our services or our Web hosting; potential debt incurred to meet future capital requirements; volatility and weakness in bank and capital markets; access to additional capital; significant costs as a result of operating as a public company; the expiration of Employee Retention Tax Credits (“ERTC”) and the impact of the Internal Revenue Service recent measures regarding ERTC claims and the corresponding cash collections of existing receivables; the inability to continue to release timely updates for changes in laws; the inability to develop new and improved versions of our services and technological developments; customer’s nonrenewal of their agreements and other similar changes could negatively impact revenue, operating results and financial conditions; the exposure of market, interest, credit and liquidity risk on client funds held in trust; our operations in highly competitive markets; risk that our clients could have insufficient funds that could result in limitations in the ability to transmit ACH transactions; impairment of intangible assets; litigation and any related claims, negotiations and settlements, including with respect to intellectual property matters or industry-specific regulations; various financial aspects of our Software-as-a-Service model; adverse effects to our business a result of claims, lawsuits, and other proceedings; issues in the use of artificial intelligence in our HCM products and services; adverse changes to financial accounting standards to us; inability to maintain third-party licensed software; evolving regulation of the Internet, changes in the infrastructure underlying the Internet or interruptions in Internet; factors affecting our deferred tax assets and ability to value and utilize them; the nature of our business model; inability to adopt new or correctly interpret existing money service and money transmitter business status; our ability to hire, retain and motivate employees and manage our growth; interruptions to supply chains and extended shut down of businesses; potential enactment of adverse tax laws, regulation, political, economic and social factors; potential sales of a substantial number of shares of our common stock along with its volatility; risks associate with potential equity-related transactions including dividends, rights under the stockholder plan to discourage certain actions and other impacts as a result of actions of our stockholders.

    Please review the Company’s risk factors in its annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2025 and its quarterly report on Form 10Q filed with the SEC on May 01, 2025 and July 31, 2025.

    The forward-looking statements, including the financial guidance and 2025 outlook, contained in this press release represent the judgment of the Company as of the date of this press release, and the Company expressly disclaims any intent, obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations with regard to these forward looking statements or any change in events, conditions or circumstances on which any such statements are based. © 2025 Asure Software, Inc. All rights reserved

     
    ASURE SOFTWARE, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (in thousands, except per share amounts)
           
      June 30, 2025   December 31, 2024
           
    ASSETS      
    Current assets:      
    Cash , cash equivalents, and restricted cash $ 66,000     $ 21,425  
    Accounts receivable, net of allowance for credit losses of $7,279 and $6,328 at June 30, 2025 and December 31, 2024, respectively   13,623       18,154  
    Inventory   142       195  
    Prepaid expenses and other current assets   5,838       4,888  
    Total current assets before funds held for clients   85,603       44,662  
    Funds held for clients   213,972       192,615  
    Total current assets   299,575       237,277  
    Property and equipment, net   23,282       19,669  
    Goodwill   94,724       94,724  
    Intangible assets, net   69,596       69,114  
    Operating lease assets, net   4,748       4,041  
    Other assets, net   13,640       11,813  
    Total assets $ 505,565     $ 436,638  
    LIABILITIES AND STOCKHOLDERSEQUITY      
    Current liabilities:      
    Current portion of notes payable $ 3,032     $ 7,008  
    Accounts payable   1,595       1,364  
    Accrued compensation and benefits   2,881       4,485  
    Operating lease liabilities, current   1,452       1,438  
    Other accrued liabilities   7,784       6,600  
    Deferred revenue   3,724       8,363  
    Total current liabilities before client fund obligations   20,468       29,258  
    Client fund obligations   214,839       194,378  
    Total current liabilities   235,307       223,636  
    Long-term liabilities:      
    Deferred revenue   2,635       3,430  
    Deferred tax liability   3,746       2,612  
    Notes payable, net of current portion   64,350       5,709  
    Operating lease liabilities, noncurrent   4,200       3,578  
    Other liabilities   1,075       358  
    Total long-term liabilities   76,006       15,687  
    Total liabilities   311,313       239,323  
    Stockholders’ equity:      
    Preferred stock, $0.01 par value; 1,500 shares authorized; none issued or outstanding          
    Common stock, $0.01 par value; 44,000 shares authorized; 27,365 and 26,671 shares issued, 27,365 and 26,671 shares outstanding at June 30, 2025 and December 31, 2024, respectively   274       267  
    Treasury stock at cost, zero(1)shares at June 30, 2025 and December 31, 2024          
    Additional paid-in capital   509,630       504,849  
    Accumulated deficit   (315,747 )     (307,226 )
    Accumulated other comprehensive income (loss)   95       (575 )
    Total stockholders’ equity   194,252       197,315  
    Total liabilities and stockholders’ equity $ 505,565     $ 436,638  
    (1) The aggregate Treasury stock of prior repurchases of the Company’s own common stock was retired and subsequently issued effective January 1, 2024. See the Consolidated Statement of Changes in Stockholders’ Equity for the impact of this transaction.
     
     
    ASURE SOFTWARE, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
    (in thousands, except per share amounts)
           
      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
      2025   2024   2025   2024
                   
    Revenue:              
    Recurring $ 28,596     $ 27,051     $ 61,783     $ 57,324  
    Professional services, hardware and other   1,528       993       3,195       2,372  
    Total revenue   30,124       28,044       64,978       59,696  
    Cost of sales   10,213       9,176       20,459       18,221  
    Gross profit   19,911       18,868       44,519       41,475  
    Operating expenses:              
    Sales and marketing   8,149       6,924       16,535       14,691  
    General and administrative   10,968       10,118       22,868       20,181  
    Research and development   1,273       1,962       3,302       3,731  
    Amortization of intangible assets   4,173       4,046       8,481       7,495  
    Total operating expenses   24,563       23,050       51,186       46,098  
    Loss from operations   (4,652 )     (4,182 )     (6,667 )     (4,623 )
    Interest income   277       261       448       597  
    Interest expense   (809 )     (208 )     (1,260 )     (388 )
    Other income, net   (96 )           92       10  
    Loss from operations before income taxes   (5,280 )     (4,129 )     (7,387 )     (4,404 )
    Income tax expense   843       231       1,134       264  
    Net loss   (6,123 )     (4,360 )     (8,521 )     (4,668 )
    Other comprehensive income (loss):              
    Unrealized gain (loss) on marketable securities   228       9       670       (235 )
    Comprehensive loss $ (5,895 )   $ (4,351 )   $ (7,851 )   $ (4,903 )
                   
    Basic and diluted loss per share              
    Basic $ (0.22 )   $ (0.17 )   $ (0.31 )   $ (0.18 )
    Diluted $ (0.22 )   $ (0.17 )   $ (0.31 )   $ (0.18 )
                   
    Weighted average basic and diluted shares              
    Basic   27,237       25,840       27,100       25,587  
    Diluted   27,237       25,840       27,100       25,587  
                                   
     
    ASURE SOFTWARE, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (in thousands)
       
      Six Months Ended June 30,
      2025   2024
    Cash flows from operating activities:      
    Net loss $ (8,521 )   $ (4,668 )
    Adjustments to reconcile loss to net cash provided by (used in) operations:      
    Depreciation and amortization   12,155       10,359  
    Amortization of operating lease assets   740       677  
    Amortization of debt financing costs and discount   537       302  
    Non-cash interest expense   724        
    Net accretion of discounts on available-for-sale securities   (236 )     (170 )
    Provision for expected losses   20       107  
    Provision for deferred income taxes   1,134       255  
    Loss on extinguishment of debt   103        
    Net realized gains on sales of available-for-sale securities   (1,310 )     (1,294 )
    Share-based compensation   3,754       3,390  
    Gain on disposals of long-term assets   (7 )      
    Changes in operating assets and liabilities:      
    Accounts receivable   4,512       (2,178 )
    Inventory   53       (108 )
    Prepaid expenses and other assets   (1,462 )     (1,636 )
    Operating lease right-of-use assets   21       98  
    Accounts payable   232       (1,330 )
    Accrued expenses and other long-term obligations   (1,039 )     (1,858 )
    Operating lease liabilities   (825 )     (374 )
    Deferred revenue   (5,434 )     (3,291 )
    Net cash provided by (used in) operating activities   5,151       (1,719 )
    Cash flows from investing activities:      
    Acquisition of intangible assets   (6,346 )     (4,097 )
    Purchases of property and equipment   (393 )     (375 )
    Software capitalization costs   (6,470 )     (5,042 )
    Purchases of available-for-sale securities   (12,304 )     (6,462 )
    Proceeds from sales and maturities of available-for-sale securities   7,699       8,617  
    Net cash used in investing activities   (17,814 )     (7,359 )
    Cash flows from financing activities:      
    Proceeds from notes payable, net of issuance costs   57,982        
    Payments of notes payable   (5,000 )      
    Debt extinguishment costs   (100 )      
    Payments made on amounts due for the acquisition of intangibles   (1,280 )     (236 )
    Net proceeds from issuance of common stock   1,034       572  
    Capital raise fees         (46 )
    Net change in client fund obligations   20,461       (28,225 )
    Net cash provided by (used in) financing activities   73,097       (27,935 )
    Net increase in cash, cash equivalents, restricted cash, and restricted cash equivalents   60,434       (37,013 )
    Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period   145,712       177,622  
    Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period $ 206,146     $ 140,609  
                   
     
    ASURE SOFTWARE, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
    (in thousands)
       
      Six Months Ended June 30,
      2025
      2024
           
    Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents to the Condensed Consolidated Balance Sheets
    Cash, cash equivalents, and restricted cash $ 66,000     $ 20,736  
    Restricted cash and restricted cash equivalents included in funds held for clients   140,146       119,873  
    Total cash, cash equivalents, restricted cash, and restricted cash equivalents $ 206,146     $ 140,609  
           
    Supplemental information:      
    Cash paid for interest $ 498     $  
           
    Non-cash investing and financing activities:      
    Acquisition of intangible assets $ 1,884     $ 5,450  
    Notes payable issued for acquisitions $ 1,150     $ 1,423  
    Shares issued for acquisitions $     $ 4,863  
                   
     
    ASURE SOFTWARE, INC.
    RECONCILIATION OF NON-GAAP AND ADJUSTED FINANCIAL MEASURES
    (unaudited)
                     
    (in thousands) Q2-25 Q1-25 Q4-24 Q3-24 Q2-24 Q1-24 Q4-23 Q2-23
    Revenue(1) $ 30,124   $ 34,854   $ 30,792   $ 29,304   $ 28,044   $ 31,652   $ 26,264   $ 30,420  
                     
    Gross Profit to non-GAAP Gross Profit                
    Gross Profit $ 19,911   $ 24,608   $ 20,928   $ 19,704   $ 18,868   $ 22,607   $ 17,839   $ 22,018  
    Gross Margin   66.1 %   70.6 %   68.0 %   67.2 %   67.3 %   71.4 %   67.9 %   72.4 %
                     
    Share-based Compensation   46     44     44     44     43     40     32     46  
    Depreciation   1,378     1,369     1,190     1,232     1,145     1,110     921     1,309  
    Amortization – intangibles   370     50     50     50     50     50     50     50  
    One-time expenses                
    Settlements, penalties & interest   46     29     25     2     3         (6 )    
    Acquisition and transaction costs       167     221     367     264     39          
    Other non-recurring expenses   106         84                      
    Non-GAAP Gross Profit $ 21,857   $ 26,267   $ 22,542   $ 21,399   $ 20,373   $ 23,846   $ 18,836   $ 23,423  
    Non-GAAP Gross Margin   72.6 %   75.4 %   73.2 %   73.0 %   72.6 %   75.3 %   71.7 %   77.0 %
                     
    Sales and Marketing Expense to non-GAAP Sales and Marketing Expense
    Sales and Marketing Expense $ 8,149   $ 8,386   $ 6,945   $ 6,680   $ 6,924   $ 7,767   $ 6,422   $ 8,515  
                     
    Share-based Compensation   332     322     251     269     237     243     180     149  
    Depreciation   1     1         1         1     1      
    One-time expenses                
    Settlements, penalties & interest   40     51     78     (5 )   5     18     6     4  
    Acquisition and transaction costs   30     30     9     68     37     11          
    Other non-recurring expenses   164         52                     180  
    Non-GAAP Sales and Marketing Expense $ 7,582   $ 7,982   $ 6,555   $ 6,347   $ 6,645   $ 7,494   $ 6,235   $ 8,182  
                     
    General and Administrative Expense to non-GAAP General and Administrative Expense
    General and Administrative Expense $ 10,968   $ 11,900   $ 9,940   $ 10,378   $ 10,118   $ 10,063   $ 9,747   $ 10,336  
                     
    Share-based Compensation   1,419     1,407     1,081     1,187     1,122     1,535     980     1,298  
    Depreciation   261     244     269     264     256     251     225     234  
    One-time expenses                
    Settlements, penalties & interest   365     492     142     377     304     98     284     432  
    Acquisition and transaction costs   812     491     282     371     245     57     51      
    Other non-recurring expenses   189     136     220     253         86     53     453  
    Non-GAAP General and Administrative Expense $ 7,922   $ 9,130   $ 7,946   $ 7,926   $ 8,191   $ 8,036   $ 8,154   $ 7,919  
                     
    Research and Development Expense to non-GAAP Research and Development Expense
    Research and Development Expense $ 1,273   $ 2,029   $ 2,103   $ 1,973   $ 1,962   $ 1,769   $ 1,739   $ 1,325  
                     
    Share-based Compensation   94     90     87     90     86     85     69     89  
    Depreciation   (1 )   1       $   $   $   $   $  
    One-time expenses                
    Settlements, penalties & interest   33     9     21         27     31          
    Acquisition and transaction costs       91     153     195     369     147          
    Other non-recurring expenses   35         29                      
    Non-GAAP Research and Development Expense $ 1,112   $ 1,838   $ 1,813   $ 1,688   $ 1,480   $ 1,506   $ 1,670   $ 1,236  
                                                     

    (1)Note that first quarters are seasonally strong as recurring year-end W2/ACA revenue is recognized in this period.

     
    ASURE SOFTWARE, INC.
    RECONCILIATION OF NON-GAAP AND ADJUSTED FINANCIAL MEASURES (cont.)
    (unaudited)
                     
    (in thousands) Q2-25 Q1-25 Q4-24 Q3-24 Q2-24 Q1-24 Q4-23 Q3-23
    Revenue(1) $ 30,124   $ 34,854   $ 30,792   $ 29,304   $ 28,044   $ 31,652   $ 26,264   $ 29,334  
                     
    GAAP Net Loss to Adjusted EBITDA
    GAAP Net Loss $ (6,123 ) $ (2,398 ) $ (3,204 ) $ (3,901 ) $ (4,360 ) $ (308 ) $ (3,582 ) $ (2,206 )
                     
    Interest expense, net   532     280     211     109     (53 )   (156 )   (24 )   782  
    Income taxes   843     291     499     170     231     33     (158 )   (123 )
    Depreciation   1,640     1,614     1,460     1,497     1,402     1,361     1,148     1,185  
    Amortization – intangibles   4,543     4,358     4,482     4,345     4,096     3,499     3,743     3,384  
    EBITDA $ 1,435   $ 4,145   $ 3,448   $ 2,220   $ 1,316   $ 4,429   $ 1,127   $ 3,022  
    EBITDA Margin   4.8 %   11.9 %   11.2 %   7.6 %   4.7 %   14.0 %   4.3 %   10.3 %
                     
    Share-based Compensation   1,891     1,863     1,463     1,591     1,488     1,902     1,260     1,251  
    One Time Expenses                
    Settlements, penalties & interest   484     581     266     375     339     147     283     140  
    Acquisition and transaction costs   842     779     665     1,001     914     254     51      
    Other non-recurring expenses   494     136     385     253         86     53      
    Other expense (income), net   96     (188 )   2             (10 )   1     1,800  
    Adjusted EBITDA $ 5,242   $ 7,316   $ 6,229   $ 5,440   $ 4,057   $ 6,808   $ 2,775   $ 6,213  
    Adjusted EBITDA Margin   17.4 %   21.0 %   20.2 %   18.6 %   14.5 %   21.5 %   10.6 %   21.2 %
                                                     

    (1)Note that first quarters are seasonally strong as recurring year-end W2/ACA revenue is recognized in this period.

    Investor Relations Contact
    Patrick McKillop
    Vice President, Investor Relations
    617-335-5058
    patrick.mckillop@asuresoftware.com 

    The MIL Network

  • MIL-OSI: Credit Acceptance Announces Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    Southfield, Michigan, July 31, 2025 (GLOBE NEWSWIRE) — Credit Acceptance Corporation (Nasdaq: CACC) (referred to as the “Company”, “Credit Acceptance”, “we”, “our”, or “us”) today announced consolidated net income of $87.4 million, or $7.42 per diluted share, for the three months ended June 30, 2025. Adjusted net income, a non-GAAP financial measure, for the three months ended June 30, 2025 was $100.8 million, or $8.56 per diluted share. The following table summarizes our financial results:

    (In millions, except per share data)   For the Three Months Ended
        June 30, 2025   March 31, 2025   June 30, 2024
    GAAP net income (loss)   $         87.4    $         106.3    $         (47.1)  
    GAAP net income (loss) per diluted share   $         7.42    $         8.66    $         (3.83)  
                 
    Adjusted net income   $         100.8    $         114.8    $         126.4   
    Adjusted net income per diluted share   $         8.56    $         9.35    $         10.29   

    Our results and achievements for the second quarter of 2025 included the following:

    • A decline in forecasted collection rates, which decreased forecasted net cash flows from our loan portfolio by $55.8 million, or 0.5%, and slower forecasted net cash flow timing.
    • A 6.8% increase in the average balance of our loan portfolio from the second quarter of 2024 to $8.0 billion, which is our largest ever.
    • A decline in Consumer Loan assignment unit and dollar volumes of 14.6% and 18.8%, respectively, as compared to the second quarter of 2024.
    • The repurchase of approximately 530,000 shares, or 4.5% of the shares outstanding at the beginning of the quarter.
    • The enrollment of 1,560 new dealers with 10,655 active dealers during the quarter.
    • $63.3 million in dealer holdback and accelerated dealer holdback payments to dealers.
    • $23.4 million contingent loss related to previously disclosed legal matters.
    • An increase in our estimated long-term effective income tax rate from 23% to 25%.
    • Named one of the 100 Best Companies to Work For® by Great Place to Work® and Fortune magazine for the eleventh time, with a #34 ranking, and a Spring 2025 Top Workplaces Culture Excellence award winner in the following five categories: Work-Life Flexibility, Leadership, Innovation, Purpose & Values, and Compensation & Benefits.

    Consumer Loan Metrics

    Dealers assign retail installment contracts (referred to as “Consumer Loans”) to Credit Acceptance. At the time a Consumer Loan is submitted to us for assignment, we forecast future expected cash flows from the Consumer Loan. Based on the amount and timing of these forecasts and expected expense levels, an advance or one-time purchase payment is made to the related dealer at a price designed to maximize economic profit, a non-GAAP financial measure that considers our return on capital, our cost of capital, and the amount of capital invested. 

    We use a statistical model to estimate the expected collection rate for each Consumer Loan at the time of assignment. We continue to evaluate the expected collection rate for each Consumer Loan subsequent to assignment. Our evaluation becomes more accurate as the Consumer Loans age, as we use actual performance data in our forecast. By comparing our current expected collection rate for each Consumer Loan with the rate we projected at the time of assignment, we are able to assess the accuracy of our initial forecast. The following table compares our aggregated forecast of Consumer Loan collection rates as of June 30, 2025, with the aggregated forecasts as of March 31, 2025 and at the time of assignment, segmented by year of assignment:

        Forecasted Collection Percentage as of (1)   Current Forecast Variance from
     Consumer Loan Assignment Year   June 30, 2025   March 31, 2025   Initial
    Forecast
      March 31, 2025   Initial
    Forecast
    2016           63.9  %           63.9  %           65.4  %           0.0  %           -1.5  %
    2017           64.8  %           64.8  %           64.0  %           0.0  %           0.8  %
    2018           65.6  %           65.5  %           63.6  %           0.1  %           2.0  %
    2019           67.3  %           67.2  %           64.0  %           0.1  %           3.3  %
    2020           68.0  %           67.9  %           63.4  %           0.1  %           4.6  %
    2021           63.8  %           63.9  %           66.3  %           -0.1  %           -2.5  %
    2022           59.7  %           60.0  %           67.5  %           -0.3  %           -7.8  %
    2023           64.1  %           64.3  %           67.5  %           -0.2  %           -3.4  %
    2024           65.7  %           66.3  %           67.2  %           -0.6  %           -1.5  %
         2025 (2)           66.9  %           66.0  %           66.9  %           0.9  %           0.0  %

    (1)   Represents the total forecasted collections we expect to collect on the Consumer Loans as a percentage of the repayments that we were contractually owed on the Consumer Loans at the time of assignment. Contractual repayments include both principal and interest. Forecasted collection rates are negatively impacted by canceled Consumer Loans as the contractual amount owed is not removed from the denominator for purposes of computing forecasted collection rates.
    (2)   The forecasted collection rate for 2025 Consumer Loans as of June 30, 2025 includes both Consumer Loans that were in our portfolio as of March 31, 2025 and Consumer Loans assigned during the most recent quarter. The following table provides forecasted collection rates for each of these segments

        Forecasted Collection Percentage as of   Current Forecast Variance from
    2025 Consumer Loan Assignment Period   June 30, 2025   March 31, 2025   Initial
    Forecast
      March 31, 2025   Initial
    Forecast
    January 1, 2025 through March 31, 2025           66.2  %           66.0  %           66.2  %           0.2  %           0.0  %
    April 1, 2025 through June 30, 2025           67.7  %           —              67.7  %           —              0.0  %

    For the three months ended June 30, 2025, forecasted collection rates improved for Consumer Loans assigned in 2025, declined for Consumer Loans assigned in 2022 through 2024, and were generally consistent with expectations at the start of the period for all other assignment years presented.

    The changes to our forecast of future net cash flows from our Loan portfolio (forecasted collections less forecasted dealer holdback payments) for each of the last eight quarters are shown in the following table:

    (Dollars in millions)   Decrease in Forecasted Net Cash Flows
    Three Months Ended   Total Loans   % Change from Forecast at Beginning of Period
    September 30, 2023   $         (69.4)             -0.7  %
    December 31, 2023             (57.0)             -0.6  %
    March 31, 2024             (30.8)             -0.3  %
    June 30, 2024             (189.3)             -1.7  %
    September 30, 2024             (62.8)             -0.6  %
    December 31, 2024             (31.1)             -0.3  %
    March 31, 2025             (20.9)             -0.2  %
    June 30, 2025             (55.8)             -0.5  %

    During the second quarter of 2025, we applied an adjustment to our methodology for forecasting the amount of future net cash flows from our loan portfolio, which reduced the forecasted collection rates for Consumer Loans assigned in 2024. Consumer Loans assigned in 2024 prior to the implementation of our scorecard adjustment during the third quarter of 2024 had underperformed relative to the forecast adjustment we implemented during the second quarter of 2024. Accordingly, in the second quarter of 2025, we applied an adjustment to that segment of the Consumer Loans assigned in 2024 to reduce forecasted collection rates to what we believed the ultimate collection rates would be based on these trends. Changes in the amount and timing of forecasted net cash flows are recognized in the period of change as a provision for credit losses. The implementation of this forecast adjustment during the second quarter of 2025 reduced forecasted net cash flows by $18.6 million, or 0.2%, and increased provision for credit losses by $16.5 million.

    The following table presents information on Consumer Loan assignments for each of the last 10 years:

         Average   Total Assignment Volume
     Consumer Loan
    Assignment Year
      Consumer Loan (1)   Advance (2)   Initial Loan Term (in months)   Unit Volume   Dollar Volume (2)
    (in millions)
    2016   $         18,218   $         7,976   53   330,710   $         2,635.5
    2017     20,230     8,746   55   328,507     2,873.1
    2018     22,158     9,635   57   373,329     3,595.8
    2019     23,139     10,174   57   369,805     3,772.2
    2020     24,262     10,656   59   341,967     3,641.2
    2021     25,632     11,790   59   268,730     3,167.8
    2022     27,242     12,924   60   280,467     3,625.3
    2023     27,025     12,475   61   332,499     4,147.8
    2024     26,497     11,961   61   386,126     4,618.4
               2025 (3) (4)     25,376     11,362   60   185,764     2,110.7

    (1)   Represents the repayments that we were contractually owed on Consumer Loans at the time of assignment, which include both principal and interest.
    (2)   Represents advances paid to dealers on Consumer Loans assigned under the portfolio program and one-time payments made to dealers to purchase Consumer Loans assigned under the purchase program. Payments of dealer holdback and accelerated dealer holdback are not included.
    (3)   Represents activity for the six months ended June 30, 2025. Information in this table for each of the years prior to 2025 represents activity for all 12 months of that year.
    (4)   The averages for 2025 Consumer Loans include both Consumer Loans that were in our portfolio as of March 31, 2025 and Consumer Loans assigned during the most recent quarter. The following table provides averages for each of these segments:

        Average
    2025 Consumer Loan Assignment Period   Consumer Loan   Advance   Initial Loan Term (in months)
    January 1, 2025 through March 31, 2025   $         25,188   $         11,096           60
    April 1, 2025 through June 30, 2025             25,596             11,674           60

    The profitability of our loans is primarily driven by the amount and timing of the net cash flows we receive from the spread between the forecasted collection rate and the advance rate, less operating expenses and the cost of capital. Forecasting collection rates accurately at loan inception is difficult. With this in mind, we establish advance rates that are intended to allow us to achieve acceptable levels of profitability across our portfolio, even if collection rates are less than we initially forecast.
    The following table presents aggregate forecasted Consumer Loan collection rates, advance rates, and spreads (the forecasted collection rate less the advance rate), and the percentage of the forecasted collections that had been realized as of June 30, 2025, as well as forecasted collection rates and spreads at the time of assignment. All amounts, unless otherwise noted, are presented as a percentage of the initial balance of the Consumer Loan (principal + interest). The table includes both dealer loans and purchased loans.

        Forecasted Collection % as of       Spread % as of    
     Consumer Loan Assignment Year   June 30, 2025   Initial Forecast   Advance % (1)   June 30, 2025   Initial Forecast   % of Forecast
    Realized (2)
    2016           63.9  %           65.4  %           43.8  %           20.1  %           21.6  %           99.6  %
    2017           64.8  %           64.0  %           43.2  %           21.6  %           20.8  %           99.4  %
    2018           65.6  %           63.6  %           43.5  %           22.1  %           20.1  %           99.0  %
    2019           67.3  %           64.0  %           44.0  %           23.3  %           20.0  %           98.0  %
    2020           68.0  %           63.4  %           43.9  %           24.1  %           19.5  %           95.1  %
    2021           63.8  %           66.3  %           46.0  %           17.8  %           20.3  %           88.7  %
    2022           59.7  %           67.5  %           47.4  %           12.3  %           20.1  %           74.7  %
    2023           64.1  %           67.5  %           46.2  %           17.9  %           21.3  %           55.0  %
    2024           65.7  %           67.2  %           45.1  %           20.6  %           22.1  %           30.4  %
          2025 (3)           66.9  %           66.9  %           44.9  %           22.0  %           22.0  %           6.9  %

    (1)   Represents advances paid to dealers on Consumer Loans assigned under the portfolio program and one-time payments made to dealers to purchase Consumer Loans assigned under the purchase program as a percentage of the initial balance of the Consumer Loans.  Payments of dealer holdback and accelerated dealer holdback are not included.
    (2)   Presented as a percentage of total forecasted collections
    (3)   The forecasted collection rate, advance rate and spread for 2025 Consumer Loans as of June 30, 2025 include both Consumer Loans that were in our portfolio as of March 31, 2025 and Consumer Loans assigned during the most recent quarter. The following table provides forecasted collection rates, advance rates, and spreads for each of these segments:

        Forecasted Collection % as of       Spread % as of
    2025 Consumer Loan Assignment Period   June 30, 2025   Initial Forecast   Advance %   June 30, 2025   Initial Forecast
    January 1, 2025 through March 31, 2025           66.2  %           66.2  %           44.2  %           22.0  %           22.0  %
    April 1, 2025 through June 30, 2025           67.7  %           67.7  %           45.7  %           22.0  %           22.0  %

    The risk of a material change in our forecasted collection rate declines as the Consumer Loans age. For 2020 and prior Consumer Loan assignments, the risk of a material forecast variance is modest, as we have currently realized in excess of 90% of the expected collections. Conversely, the forecasted collection rates for more recent Consumer Loan assignments are less certain as a significant portion of our forecast has not been realized.

    The spread between the forecasted collection rate as of June 30, 2025 and the advance rate ranges from 12.3% to 24.1%, on an annual basis, for Consumer Loans assigned over the last 10 years. The spreads with respect to 2019 and 2020 Consumer Loans have been positively impacted by Consumer Loan performance, which has exceeded our initial estimates by a greater margin than the other years presented. The spreads with respect to 2021 through 2024 Consumer Loans have been negatively impacted by Consumer Loan performance, which has been lower than our initial estimates by a greater margin than the other years presented. The higher spread for 2025 Consumer Loans relative to 2024 Consumer Loans as of June 30, 2025 was primarily a result of Consumer Loan performance, as the performance of 2024 Consumer Loans has been lower than our initial estimates.

    The following table compares our forecast of aggregate Consumer Loan collection rates as of June 30, 2025 with the forecasts at the time of assignment, for dealer loans and purchased loans separately:

        Dealer Loans   Purchased Loans
        Forecasted Collection Percentage as of (1)       Forecasted Collection Percentage as of (1)    
     Consumer Loan Assignment Year   June 30,
    2025
      Initial
    Forecast
      Variance   June 30,
    2025
      Initial
    Forecast
      Variance
    2016           63.1  %           65.1  %           -2.0  %           66.1  %           66.5  %           -0.4  %
    2017           64.1  %           63.8  %           0.3  %           66.4  %           64.6  %           1.8  %
    2018           65.0  %           63.6  %           1.4  %           66.8  %           63.5  %           3.3  %
    2019           66.9  %           63.9  %           3.0  %           67.9  %           64.2  %           3.7  %
    2020           67.8  %           63.3  %           4.5  %           68.3  %           63.6  %           4.7  %
    2021           63.6  %           66.3  %           -2.7  %           64.3  %           66.3  %           -2.0  %
    2022           58.9  %           67.3  %           -8.4  %           61.7  %           68.0  %           -6.3  %
    2023           62.9  %           66.8  %           -3.9  %           67.6  %           69.4  %           -1.8  %
    2024           64.5  %           66.3  %           -1.8  %           70.0  %           70.7  %           -0.7  %
    2025           65.4  %           65.4  %           0.0  %           71.5  %           71.5  %           0.0  %

    (1)   The forecasted collection rates presented for dealer loans and purchased loans reflect the Consumer Loan classification at the time of assignment. The forecasted collection rates represent the total forecasted collections we expect to collect on the Consumer Loans as a percentage of the repayments that we were contractually owed on the Consumer Loans at the time of assignment. Contractual repayments include both principal and interest. Forecasted collection rates are negatively impacted by canceled Consumer Loans as the contractual amount owed is not removed from the denominator for purposes of computing forecasted collection rates.

    The following table presents aggregate forecasted Consumer Loan collection rates, advance rates, and spreads (the forecasted collection rate less the advance rate) as of June 30, 2025 for dealer loans and purchased loans separately.  All amounts are presented as a percentage of the initial balance of the Consumer Loan (principal + interest).

        Dealer Loans   Purchased Loans
     Consumer Loan Assignment Year   Forecasted Collection % (1)   Advance % (1)(2)   Spread %   Forecasted Collection % (1)   Advance % (1)(2)   Spread %
    2016           63.1  %           42.1  %           21.0  %           66.1  %           48.6  %           17.5  %
    2017           64.1  %           42.1  %           22.0  %           66.4  %           45.8  %           20.6  %
    2018           65.0  %           42.7  %           22.3  %           66.8  %           45.2  %           21.6  %
    2019           66.9  %           43.1  %           23.8  %           67.9  %           45.6  %           22.3  %
    2020           67.8  %           43.0  %           24.8  %           68.3  %           45.5  %           22.8  %
    2021           63.6  %           45.1  %           18.5  %           64.3  %           47.7  %           16.6  %
    2022           58.9  %           46.4  %           12.5  %           61.7  %           50.1  %           11.6  %
    2023           62.9  %           44.8  %           18.1  %           67.6  %           49.8  %           17.8  %
    2024           64.5  %           44.1  %           20.4  %           70.0  %           48.9  %           21.1  %
    2025           65.4  %           43.1  %           22.3  %           71.5  %           50.3  %           21.2  %

    (1)   The forecasted collection rates and advance rates presented for dealer loans and purchased loans reflect the Consumer Loan classification at the time of assignment.
    (2)   Represents advances paid to dealers on Consumer Loans assigned under the portfolio program and one-time payments made to dealers to purchase Consumer Loans assigned under the purchase program as a percentage of the initial balance of the Consumer Loans.  Payments of dealer holdback and accelerated dealer holdback are not included.

    Although the advance rate on purchased loans is higher as compared to the advance rate on dealer loans, purchased loans do not require us to pay dealer holdback.

    The spread as of June 30, 2025 on 2025 dealer loans was 22.3%, as compared to a spread of 20.4% on 2024 dealer loans. The increase was primarily a result of Consumer Loan performance, as the performance of 2024 dealer loans has been lower than our initial estimates.

    The spread as of June 30, 2025 on 2025 purchased loans was 21.2%, as compared to a spread of 21.1% on 2024 purchased loans, reflecting the net impact of two offsetting factors. Consumer Loan performance increased the spread from 2024 to 2025, as the performance of 2024 purchased loans has been lower than our initial estimates. This impact of Consumer Loan performance was partially offset by the impact of a lower initial spread on 2025 purchased loans, due to the advance rate increasing by a greater margin than the initial forecast in our purchased loan portfolio.

    Consumer Loan Volume

    The following table summarizes changes in Consumer Loan assignment volume in each of the last eight quarters as compared to the same period in the previous year:

        Year over Year Percent Change
    Three Months Ended   Unit Volume   Dollar Volume (1)
    September 30, 2023           13.0  %           10.5  %
    December 31, 2023           26.7  %           21.3  %
    March 31, 2024           24.1  %           20.2  %
    June 30, 2024           20.9  %           16.3  %
    September 30, 2024           17.7  %           12.2  %
    December 31, 2024           0.3  %           -4.9  %
    March 31, 2025           -10.1  %           -15.5  %
    June 30, 2025           -14.6  %           -18.8  %

    (1)   Represents advances paid to dealers on Consumer Loans assigned under the portfolio program and one-time payments made to dealers to purchase Consumer Loans assigned under the purchase program.  Payments of dealer holdback and accelerated dealer holdback are not included.

    Consumer Loan assignment volumes depend on a number of factors including (1) the overall demand for our financing programs and (2) the amount of capital available to fund new loans. Our pricing strategy is intended to maximize the amount of economic profit we generate, within the confines of capital constraints.

    Unit and dollar volumes declined 14.6% and 18.8%, respectively, during the second quarter of 2025 as the number of active dealers declined 0.8% and the average unit volume per active dealer declined 14.0%. Dollar volume declined by more than unit volume during the second quarter of 2025 due to a decrease in the average advance paid, primarily resulting from a decrease in the average size of Consumer Loans assigned. Unit volume for the 28-day period ended July 28, 2025 decreased 19.4% compared to the same period in 2024.

    The following table summarizes the changes in Consumer Loan unit volume and active dealers:

      For the Three Months Ended June 30,    
      2025   2024   % Change
    Consumer Loan unit volume         85,486            100,057            -14.6  %
    Active dealers (1)         10,655            10,736            -0.8  %
    Average volume per active dealer         8.0            9.3            -14.0  %
               
    Consumer Loan unit volume from dealers active both periods         68,747            82,646            -16.8  %
    Dealers active both periods         6,876            6,876            —   
    Average volume per dealer active both periods         10.0            12.0            -16.8  %
               
    Consumer loan unit volume from dealers not active both periods         16,739            17,411            -3.9  %
    Dealers not active both periods         3,779            3,860            -2.1  %
    Average volume per dealer not active both periods         4.4            4.5            -2.2  %

    (1)   Active dealers are dealers who have received funding for at least one Consumer Loan during the period.

    The following table provides additional information on the changes in Consumer Loan unit volume and active dealers: 

      For the Three Months Ended June 30,    
      2025     2024     % Change
    Consumer Loan unit volume from new active dealers         3,216              3,820              -15.8  %
    New active dealers (1)         1,094              1,080              1.3  %
    Average volume per new active dealer         2.9              3.5              -17.1  %
               
    Attrition (2)         -17.4  %           -16.7  %    

    (1)   New active dealers are dealers who enrolled in our program and have received funding for their first dealer loan or purchased loan from us during the period.
    (2)   Attrition is measured according to the following formula:  decrease in Consumer Loan unit volume from dealers who have received funding for at least one dealer loan or purchased loan during the comparable period of the prior year but did not receive funding for any dealer loans or purchased loans during the current period divided by prior year comparable period Consumer Loan unit volume.

    The following table shows the percentage of Consumer Loans assigned to us as dealer loans and purchased loans for each of the last eight quarters:

        Unit Volume   Dollar Volume (1)
    Three Months Ended   Dealer Loans   Purchased Loans   Dealer Loans   Purchased Loans
    September 30, 2023           74.8  %           25.2  %           71.7  %           28.3  %
    December 31, 2023           77.2  %           22.8  %           75.0  %           25.0  %
    March 31, 2024           78.2  %           21.8  %           76.6  %           23.4  %
    June 30, 2024           78.5  %           21.5  %           77.3  %           22.7  %
    September 30, 2024           79.5  %           20.5  %           78.4  %           21.6  %
    December 31, 2024           78.7  %           21.3  %           77.7  %           22.3  %
    March 31, 2025           77.0  %           23.0  %           75.1  %           24.9  %
    June 30, 2025           71.6  %           28.4  %           68.3  %           31.7  %

    (1)   Represents advances paid to dealers on Consumer Loans assigned under the portfolio program and one-time payments made to dealers to purchase Consumer Loans assigned under the purchase program.  Payments of dealer holdback and accelerated dealer holdback are not included.

    As of both June 30, 2025 and December 31, 2024, the net dealer loans receivable balance was 72.3% of the total net loans receivable balance. In 2025, we expanded dealer access to the purchase program for Consumer Loans to consumers with higher credit ratings. The increase in the percentage of purchased loans in 2025 Consumer Loan assignment volume was primarily related to Consumer Loans assigned under this expanded dealer access.

    Financial Results

    (Dollars in millions, except per share data) For the Three Months Ended June 30,    
        2025     2024     % Change
    GAAP average debt $         6,583.8    $         5,818.2              13.2  %
    GAAP average shareholders’ equity           1,635.9              1,623.5              0.8  %
    Average capital $         8,219.7    $         7,441.7              10.5  %
    GAAP net income (loss) $         87.4    $         (47.1)             285.6  %
    Diluted weighted average shares outstanding   11,771,525      12,282,174              -4.2  %
    GAAP net income (loss) per diluted share $         7.42    $         (3.83)             293.7  %

    The increase in GAAP net income for the three months ended June 30, 2025, as compared to the same period in 2024, was primarily a result of the following:

    • A decrease in provision for credit losses of 46.2% ($148.0 million), due to:
      • A decrease in provision for credit losses on forecast changes of $136.5 million, due to a smaller decline in Consumer Loan performance, which was primarily the result of a smaller downward forecast adjustment applied to our forecasting methodology during the second quarter of 2025 compared to the downward forecast adjustment applied in the second quarter of 2024. The implementation of the forecast adjustment during the second quarter of 2025 reduced forecasted net cash flows by $18.6 million, or 0.2%, and increased provision for credit losses by $16.5 million, whereas the implementation of the forecast adjustment during the second quarter of 2024 reduced forecasted net cash flows by $147.2 million, or 1.4%, and increased our provision for credit losses by $127.5 million.
      • A decrease in provision for credit losses on new Consumer Loan assignments of $11.5 million, primarily due to a 14.6% decrease in Consumer Loan assignment unit volume.
    • An increase in finance charges of 8.6% ($43.0 million), primarily due to an increase in the average balance of our loan portfolio.
    • A loss on sale of a building of $23.7 million recognized during the three months ended June 30, 2024.
    • An increase in interest expense of 13.0% ($13.6 million), primarily due to an increase in our average outstanding debt balance, primarily due to borrowings used to fund the growth of our loan portfolio and stock repurchases.
    • An increase in operating expenses of 25.0% ($31.1 million), primarily due to:
      • An increase in general and administrative expense of 94.8% ($22.0 million), primarily due to an increase in legal expenses, which included the recognition of a $23.4 million contingent loss during the second quarter of 2025 related to previously disclosed legal matters.
      • An increase in salaries and wages expense of 10.4% ($7.9 million), primarily due to increases in (i) the number of team members, as we are investing in our business with the goal of increasing the speed at which we enhance our product for dealers and consumers, and (ii) stock-based compensation expense, primarily due to equity awards granted to our executive officers and senior leaders.
    • An increase in provision for income taxes of 470.7% ($38.6 million), primarily due to an increase in pre-tax income.

    Adjusted financial results are provided to help shareholders understand our financial performance. The financial data below is non-GAAP, unless labeled otherwise. We use adjusted financial information internally to measure financial performance and to determine certain incentive compensation. We also use economic profit as a framework to evaluate business decisions and strategies, with the objective to maximize economic profit over the long term. In addition, certain debt facilities utilize adjusted financial information for the determination of loan collateral values and to measure financial covenants. The table below shows our results following adjustments to reflect non-GAAP accounting methods. Material adjustments are explained in the table footnotes and the subsequent “Floating Yield Adjustment” and “Senior Notes Adjustment” sections. Measures such as adjusted average capital, adjusted net income, adjusted net income per diluted share, adjusted interest expense (after-tax), adjusted net income plus adjusted interest expense (after-tax), adjusted return on capital, adjusted revenue, operating expenses, adjusted loans receivable, adjusted finance charges, adjusted average loans receivable, economic profit, and economic profit per diluted share are non-GAAP financial measures. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP.

    Adjusted financial results for the three months ended June 30, 2025, compared to the same period in 2024, include the following:

    (Dollars in millions, except per share data) For the Three Months Ended June 30,    
        2025       2024     % Change
    Adjusted average capital $         8,932.7      $         8,033.3              11.2  %
    Adjusted net income $         100.8      $         126.4              -20.3  %
    Adjusted interest expense (after-tax) $         88.6      $         80.5              10.1  %
    Adjusted net income plus adjusted interest expense (after-tax) $         189.4      $         206.9              -8.5  %
    Adjusted return on capital           8.5  %             10.3  %           -17.5  %
    Cost of capital           7.4  %             7.5  %           -1.3  %
    Economic profit $         24.4      $         56.2              -56.6  %
    Diluted weighted average shares outstanding   11,771,525        12,282,174              -4.2  %
    Adjusted net income per diluted share $         8.56      $         10.29              -16.8  %
    Economic profit per diluted share $         2.07      $         4.58              -54.8  %

    Economic profit decreased 56.6% for the three months ended June 30, 2025, as compared to the same period in 2024. Economic profit is a function of the return on capital in excess of the cost of capital and the amount of capital invested in the business. The following table summarizes the impact each of these components had on the changes in economic profit for the three months ended June 30, 2025, as compared to the same period in 2024:

    (In millions) Year over Year Change in Economic Profit
      For the Three Months Ended June 30, 2025
    Decrease in adjusted return on capital $         (40.6)  
    Decrease in cost of capital           2.5   
    Increase in adjusted average capital           6.3   
    Decrease in economic profit $         (31.8)  

    The decrease in economic profit for the three months ended June 30, 2025, as compared to the same period in 2024, was primarily a result of the following:

    • A decrease in our adjusted return on capital of 180 basis points, primarily due to:
      • A decrease in the yield used to recognize adjusted finance charges on our loan portfolio decreased our adjusted return on capital by 100 basis points, primarily due to both a decline in forecasted collection rates and slower forecasted net cash flow timing throughout 2024 and 2025. The slower forecasted net cash flow timing was primarily due to lower-than-expected Consumer Loan prepayments, which remain below historical averages.
      • An increase in operating expenses decreased our adjusted return on capital by 60 basis points as operating expenses increased by 25.0% while adjusted average capital increased by 11.2%. The increase in operating expenses was primarily due to an increase in legal expenses, which included the recognition of a $23.4 million contingent loss during the second quarter of 2025 related to previously disclosed legal matters.
      • An increase in our estimated long-term effective income tax rate decreased our adjusted return on capital by 20 basis points as the rate increased from 23% to 25% for the second quarter of 2025 and future periods. The increase in our long-term estimate was due to higher state and local income taxes in certain jurisdictions and lower excess tax benefits from stock-based compensation.
    • An increase in adjusted average capital of 11.2%, primarily due to an increase in the average balance of our loan portfolio.

    The following table shows adjusted revenue and operating expenses as a percentage of adjusted average capital, the adjusted return on capital, and the percentage change in adjusted average capital for each of the last eight quarters, compared to the same period in the prior year:

        For the Three Months Ended
        Jun. 30, 2025   Mar. 31, 2025   Dec. 31, 2024   Sept. 30, 2024   Jun. 30, 2024   Mar. 31, 2024   Dec. 31, 2023   Sept. 30, 2023
    Adjusted finance charges as a percentage of adjusted average loans receivable (1)           17.0  %           16.7  %           16.5  %           16.4  %           17.8  %           17.6  %           17.9  %           18.5  %
    Adjusted revenue as a percentage of adjusted average capital (1)           18.3  %           18.0  %           18.4  %           18.2  %           19.6  %           19.8  %           20.2  %           20.7  %
    Operating expenses as a percentage of adjusted average capital (1)           7.0  %           6.1  %           5.6  %           6.2  %           6.2  %           6.7  %           6.3  %           6.3  %
    Adjusted return on capital (1)           8.5  %           9.2  %           9.8  %           9.3  %           10.3  %           10.1  %           10.6  %           11.1  %
    Percentage change in adjusted average capital compared to the same period in the prior year           11.2  %           18.3  %           19.3  %           19.4  %           17.6  %           14.6  %           11.5  %           8.8  %

    (1)   Annualized.

    The decrease in adjusted return on capital for the three months ended June 30, 2025, as compared to the three months ended March 31, 2025, was primarily due to faster growth in operating expenses, which decreased the adjusted return on capital by 70 basis points, as operating expenses increased by 14.8% while adjusted average capital grew 0.6%. The $20.0 million increase in operating expenses was primarily due to an increase in legal expenses, which included the recognition of a $23.4 million contingent loss during the second quarter of 2025 related to previously disclosed legal matters. The decrease was partially offset by an increase in the yield used to recognize adjusted finance charges on our loan portfolio, which increased our adjusted return on capital by 40 basis points, due to higher yields on more recent Consumer Loan assignments, partially offset by a decline in Consumer Loan performance in the first and second quarters of 2025.

    The following tables provide a reconciliation of non-GAAP measures to GAAP measures.  Certain amounts do not recalculate due to rounding.

    (Dollars in millions, except per share data)   For the Three Months Ended
        Jun. 30, 2025   Mar. 31, 2025   Dec. 31, 2024   Sept. 30, 2024   Jun. 30, 2024   Mar. 31, 2024   Dec. 31, 2023   Sept. 30, 2023
    Adjusted net income                                
    GAAP net income (loss)   $         87.4      $         106.3      $         151.9      $         78.8      $         (47.1)     $         64.3      $         93.6      $         70.8   
    Floating yield adjustment (after-tax)             (117.1)               (118.9)               (116.8)               (115.1)               (96.1)               (92.4)               (83.9)               (76.4)  
    GAAP provision for credit losses (after-tax)             129.6                124.6                95.0                142.2                246.9                143.2                126.1                142.1   
    Loss on sale of building (after-tax) (1)             —                —                —                —                18.3                —                —                —   
    Senior notes adjustment (after-tax)             —                —                —                —                —                —                (2.6)               (0.5)  
    Income tax adjustment (2)             0.9                2.8                (4.1)               3.2                4.4                2.3                (4.1)               3.5   
    Adjusted net income   $         100.8      $         114.8      $         126.0      $         109.1      $         126.4      $         117.4      $         129.1      $         139.5   
                                     
    Adjusted net income per diluted share (3)   $         8.56       $         9.35      $         10.17      $         8.79      $         10.29      $         9.28      $         10.06      $         10.70   
    Diluted weighted average shares outstanding     11,771,525        12,279,446        12,388,072        12,415,143        12,282,174        12,646,529        12,837,181        13,039,638   
    Adjusted revenue                                
    GAAP total revenue   $         583.8      $         571.1      $         565.9      $         550.3      $         538.2      $         508.0      $         491.6      $         478.6   
    Floating yield adjustment             (156.0)               (154.5)               (151.8)               (149.4)               (124.8)               (120.0)               (108.9)               (99.3)  
    GAAP provision for claims             (19.8)               (16.1)               (17.7)               (18.5)               (20.3)               (17.0)               (16.6)               (16.5)  
    Adjusted revenue   $         408.0      $         400.5      $         396.4      $         382.4      $         393.1      $         371.0      $         366.1      $         362.8   
    Adjusted average capital                                
    GAAP average debt   $         6,583.8      $         6,398.3      $         6,202.5      $         6,071.1      $         5,818.2      $         5,306.8      $         4,986.3      $         4,831.4   
    Deferred debt issuance adjustment             —                —                —                —                —                —                20.9                24.5   
    Senior notes debt adjustment             —                —                —                —                —                —                2.8                3.4   
    Adjusted average debt             6,583.8                6,398.3                6,202.5                6,071.1                5,818.2                5,306.8                5,010.0                4,859.3   
    GAAP average shareholders’ equity             1,635.9                1,782.0                1,712.3                1,594.2                1,623.5                1,678.5                1,734.3                1,731.3   
    Senior notes equity adjustment             —                —                —                —                —                —                2.0                2.9   
    Income tax adjustment (4)             (100.5)               (118.5)               (118.5)               (118.5)               (118.5)               (118.5)               (118.5)               (118.5)  
    Floating yield adjustment             813.5                820.8                837.0                840.8                710.1                641.0                606.5                548.9   
    Adjusted average equity             2,348.9                2,484.3                2,430.8                2,316.5                2,215.1                2,201.0                2,224.3                2,164.6   
    Adjusted average capital   $         8,932.7      $         8,882.6      $         8,633.3      $         8,387.6      $         8,033.3      $         7,507.8      $         7,234.3      $         7,023.9   
    Adjusted revenue as a percentage of adjusted average capital (5)             18.3  %             18.0  %             18.4  %             18.2  %             19.6  %             19.8  %             20.2  %             20.7  %
    Adjusted loans receivable                                
    GAAP loans receivable, net   $         8,001.9      $         7,978.2      $         7,850.3      $         7,781.5      $         7,547.7      $         7,345.6      $         6,955.3      $         6,780.5   
    Floating yield adjustment             1,096.4                1,079.8                1,072.4                1,100.8                1,065.6                869.7                803.8                748.9   
    Adjusted loans receivable   $         9,098.3      $         9,058.0      $         8,922.7      $         8,882.3      $         8,613.3      $         8,215.3      $         7,759.1      $         7,529.4   
    Adjusted loan yield                                
    GAAP finance charges   $         540.7      $         526.7      $         518.2      $         507.6      $         497.7      $         469.2      $         451.6      $         441.7   
    Floating yield adjustment             (156.0)               (154.5)               (151.8)               (149.4)               (124.8)               (120.0)               (108.9)               (99.3)  
    Adjusted finance charges   $         384.7      $         372.2      $         366.4      $         358.2      $         372.9      $         349.2      $         342.7      $         342.4   
                                     
    GAAP average loans receivable, net   $         8,011.6      $         7,882.4      $         7,831.4      $         7,690.9      $         7,499.2      $         7,101.3      $         6,867.8      $         6,690.8   
    Average floating yield adjustment             1,064.1                1,048.9                1,071.4                1,072.2                903.2                819.7                775.6                701.0   
    Adjusted average loans receivable   $         9,075.7      $         8,931.3      $         8,902.8      $         8,763.1      $         8,402.4      $         7,921.0      $         7,643.4      $         7,391.8   
    Adjusted finance charges as a percentage of adjusted average loans receivable (5)             17.0  %             16.7  %             16.5  %             16.4  %             17.8  %             17.6  %             17.9  %             18.5  %

    (1)   The sale of one of our two office buildings in June 2024 resulted in a loss on the sale of the asset. As this transaction is both unusual and infrequent in nature, we applied this adjustment to remove the impact of the loss on sale of building from our adjusted net income.
    (2)   Adjustment to record taxes at our estimated long-term effective income tax rate. The adjustment for the three months ended June 30, 2025 is calculated using a 25% income tax rate, which is expected to be used for the remainder of 2025 and future periods. This rate represents an increase from 23%, which had been used to calculate after-tax adjustments since 2018, following the enactment in December 2017 of Public Law 115-97, commonly referred to as the Tax Cuts and Jobs Act (the “2017 Tax Act”). The increase in our long-term estimate was due to higher state and local income taxes in certain jurisdictions and lower excess tax benefits from stock-based compensation.
    (3)   Net income per diluted share is computed independently for each of the quarters presented. Therefore, the sum of quarterly net income per diluted share information may not equal year-to-date net income per diluted share.
    (4)   The enactment of the 2017 Tax Act resulted in the reversal of provision for income taxes to reflect a new, lower federal statutory income tax rate. We began applying the income tax adjustment at that time to remove the impact of this reversal from adjusted average capital. As the enactment of Public Law 119-21 on July 4, 2025 made the lower federal statutory tax rate permanent, removing uncertainty on the future federal statutory income tax rate, we increased our estimated long-term effective income tax rate from 23% to 25% to reflect higher expected state and local income taxes in certain jurisdictions and lower excess tax benefits from stock-based compensation in future periods. We believe the income tax adjustment provides a more accurate reflection of the performance of our business as we are recognizing provision for income taxes at the applicable long-term effective tax rate for the period.
    (5)   Annualized.

    (Dollars in millions)   For the Three Months Ended
        Jun. 30, 2025   Mar. 31, 2025   Dec. 31, 2024   Sept. 30, 2024   Jun. 30, 2024   Mar. 31, 2024   Dec. 31, 2023   Sept. 30, 2023
    Adjusted interest expense (after-tax)                                
    GAAP interest expense   $         118.1      $         114.7      $         111.3      $         111.2      $         104.5      $         92.5      $         78.8      $         70.5   
    Senior notes adjustment             —                —                —                —                —                —                3.5                0.7   
    Adjusted interest expense (pre-tax)             118.1                114.7                111.3                111.2                104.5                92.5                82.3                71.2   
    Adjustment to record tax effect (1)             (29.5)               (26.4)               (25.6)               (25.6)               (24.0)               (21.3)               (18.9)               (16.4)  
    Adjusted interest expense (after-tax)   $         88.6      $         88.3      $         85.7      $         85.6      $         80.5      $         71.2      $         63.4      $         54.8   
                                     
    Adjusted return on capital (2)                                
    Adjusted net income   $         100.8      $         114.8      $         126.0      $         109.1      $         126.4      $         117.4      $         129.1      $         139.5   
    Adjusted interest expense (after-tax)             88.6                88.3                85.7                85.6                80.5                71.2                63.4                54.8   
    Adjusted net income plus adjusted interest expense (after-tax)   $         189.4      $         203.1      $         211.7      $         194.7      $         206.9      $         188.6      $         192.5      $         194.3   
                                     
    Reconciliation of GAAP return on equity to adjusted return on capital (5)                                
    GAAP return on equity (3)             21.4  %             23.9  %             35.5  %             19.8  %             -11.6  %             15.3  %             21.6  %             16.4  %
    Non-GAAP adjustments             -29.9  %             -14.7  %             -25.7  %             -10.5  %             21.9  %             -5.2  %             -11.0  %             -5.3  %
    Adjusted return on capital (2)             8.5  %             9.2  %             9.8  %             9.3  %             10.3  %             10.1  %             10.6  %             11.1  %
                                     
    Economic profit                                
    Adjusted return on capital             8.5  %             9.2  %             9.8  %             9.3  %             10.3  %             10.1  %             10.6  %             11.1  %
    Cost of capital (4) (5)             7.4  %             7.6  %             7.4  %             7.3  %             7.5  %             7.3  %             7.6  %             7.1  %
    Adjusted return on capital in excess of cost of capital             1.1  %             1.6  %             2.4  %             2.0  %             2.8  %             2.8  %             3.0  %             4.0  %
    Adjusted average capital   $         8,932.7      $         8,882.6      $         8,633.3      $         8,387.6      $         8,033.3      $         7,507.8      $         7,234.3      $         7,023.9   
        Economic profit   $         24.4      $         35.3      $         51.3      $         41.4      $         56.2      $         51.4      $         55.9      $         69.1   
                                     
    Reconciliation of GAAP net income (loss) to economic profit                                
    GAAP net income (loss)   $         87.4      $         106.3      $         151.9      $         78.8      $         (47.1)     $         64.3      $         93.6      $         70.8   
    Non-GAAP adjustments             13.4                8.5                (25.9)               30.3                173.5                53.1                35.5                68.7   
    Adjusted net income             100.8                114.8                126.0                109.1                126.4                117.4                129.1                139.5   
    Adjusted interest expense (after-tax)             88.6                88.3                85.7                85.6                80.5                71.2                63.4                54.8   
    Adjusted net income plus adjusted interest expense (after-tax)             189.4                203.1                211.7                194.7                206.9                188.6                192.5                194.3   
    Less: cost of capital             165.0                167.8                160.4                153.3                150.7                137.2                136.6                125.2   
    Economic profit   $         24.4      $         35.3      $         51.3      $         41.4      $         56.2      $         51.4      $         55.9      $         69.1   
                                     
    Economic profit per diluted share (6)   $         2.07      $         2.87      $         4.14      $         3.33      $         4.58      $         4.06      $         4.35      $         5.30   
    Operating expenses as a percentage of adjusted average capital (5)             7.0  %             6.1  %             5.6  %             6.2  %             6.2  %             6.7  %             6.3  %             6.3  %
    Percentage change in adjusted average capital compared to the same period in the prior year             11.2  %             18.3  %             19.3  %             19.4  %             17.6  %             14.6  %             11.5  %             8.8  %

    (1)   Adjustment to record taxes at our estimated long-term effective income tax rate. The adjustment for the three months ended June 30, 2025 is calculated using a 25% income tax rate, which is expected to be used for the remainder of 2025 and future periods. This rate represents an increase from 23%, which had been used to calculate after-tax adjustments since 2018, following the enactment of the 2017 Tax Act. The increase in our long-term estimate was due to higher state and local income taxes in certain jurisdictions and lower excess tax benefits from stock-based compensation.
    (2)   Adjusted return on capital is defined as adjusted net income plus adjusted interest expense (after-tax) divided by adjusted average capital.
    (3)        Calculated by dividing GAAP net income (loss) by GAAP average shareholders’ equity.

    (4)   The cost of capital includes both a cost of equity and a cost of debt.  The cost of equity capital is determined based on a formula that considers the risk of the business and the risk associated with our use of debt.  The formula utilized for determining the cost of equity capital is as follows: (the average 30-year Treasury rate + 5%) + [(1 – tax rate) x (the average 30-year Treasury rate + 5% – pre-tax average cost of debt rate) x average debt/(average equity + average debt x tax rate)].  For the periods presented, the average 30-year Treasury rate and the adjusted pre-tax average cost of debt were as follows:

        For the Three Months Ended
        Jun. 30, 2025   Mar. 31, 2025   Dec. 31, 2024   Sept. 30, 2024   Jun. 30, 2024   Mar. 31, 2024   Dec. 31, 2023   Sept. 30, 2023
    Average 30-year Treasury rate           4.8  %           4.7  %           4.4  %           4.3  %           4.6  %          4.3  %           4.7  %           4.2  %
    Pre-tax average cost of debt (5)           7.2  %           7.2  %           7.2  %           7.3  %           7.2  %           7.0  %           6.3  %           5.9  %

    (5)   Annualized.
    (6)   Economic profit per diluted share is computed independently for each of the quarters presented. Therefore, the sum of quarterly economic profit per diluted share information may not equal year-to-date economic profit per diluted share.

    Floating Yield Adjustment

    The net loan income (finance charge revenue less provision for credit losses expense) that we recognize over the life of a loan equals the cash we collect from the underlying Consumer Loan less the cash we pay to the dealer. We believe the economics of our business are best exhibited by recognizing loan revenue on a level-yield basis over the life of the loan based on expected future net cash flows. The purpose of this non-GAAP adjustment is to provide insight into our business by showing this level yield measure of income. Under GAAP, contractual amounts due in excess of the loan receivable balance at the time of assignment will be reflected as interest income, while contractual amounts due that are not expected to be collected are reflected in the provision for credit losses. Our non-GAAP floating yield adjustment recognizes the net effects of contractual interest income and expected credit losses in a single measure of finance charge revenue, consistent with how we manage our business. The floating yield adjustment recognizes revenue on a level-yield basis based upon expected future net cash flows, with any changes in expected future net cash flows, which are recognized immediately under GAAP as provision for credit losses, recognized over the remaining forecast period (up to 120 months after the origination date of the underlying Consumer Loans) for each individual dealer loan and purchased loan. The floating yield adjustment does not accelerate revenue recognition. Rather, it reduces revenue by taking amounts that are reported under GAAP as provision for credit losses and instead treating them as reductions of revenue over time.

    Under the GAAP methodology we employ, which is known as the current expected credit loss model, or CECL, we are required to recognize:

    • a significant provision for credit losses expense at the time of the loan’s assignment to us for contractual net cash flows we do not expect to realize; and
    • finance charge revenue in subsequent periods that is significantly in excess of our expected yield.

    Due to the GAAP treatment of contractual net cash flows we do not expect to realize at the time of loan assignment (i.e. significant expense at the time of loan assignment, which is offset by higher revenue in subsequent periods), we do not believe the GAAP methodology we employ provides sufficient transparency into the economics of our business, including our results of operations, financial condition, and financial leverage. Our floating yield adjustment enables us to provide measures of income that are not impacted by GAAP’s treatment of contractual net cash flows we do not expect to realize at the time of loan assignment. We believe the floating yield adjustment is presented in a manner which reflects both the economic reality of our business and how the business is managed and provides valuable supplemental information to help investors better understand our business, executive compensation, liquidity, and capital resources.

    Senior Notes Adjustment (applied in periods prior to December 31, 2023)

    This non-GAAP adjustment modifies our GAAP financial results to treat the issuance of certain senior notes as a refinancing of certain previously issued senior notes. Our historical adjusted financial information reflects application of the senior notes adjustment as described below in connection with (i) the issuance by us in 2014 of $300.0 million principal amount of 6.125% senior notes due 2021 (the “2021 senior notes”) and the related retirement of our 9.125% senior notes due 2017 (the “2017 senior notes”) and (ii) the issuance by us in 2019 of $400.0 million principal amount of 5.125% senior notes due 2024 (the “2024 senior notes”) and the related retirement of the 2021 senior notes and our 7.375% senior notes due 2023 (the “2023 senior notes”).

    We issued the 2024 senior notes on December 18, 2019. We used a portion of the net proceeds from the 2024 senior notes to repurchase or redeem all of the $300.0 million outstanding principal amount of the 2021 senior notes, of which $148.2 million was repurchased on December 18, 2019 and the remaining $151.8 million was redeemed on January 17, 2020. We used the remaining net proceeds from the 2024 senior notes, together with borrowings under our revolving credit facility, to redeem in full the $250.0 million outstanding principal amount of the 2023 senior notes on March 15, 2020. Under GAAP, the fourth quarter of 2019 included (i) a pre-tax loss on extinguishment of debt of $1.8 million related to the repurchase of 2021 senior notes in the fourth quarter of 2019 and the redemption of the remaining 2021 senior notes in the first quarter of 2020 and (ii) additional interest expense of $0.3 million on $160.0 million of additional outstanding debt caused by the one month lag from the issuance of the 2024 senior notes and repurchase of 2021 senior notes in the fourth quarter of 2019 to the redemption of the remaining 2021 senior notes in the first quarter of 2020. Under GAAP, the first quarter of 2020 included (i) a pre-tax loss on extinguishment of debt of $7.4 million related to the redemption of 2023 senior notes in the first quarter of 2020 and (ii) additional interest expense of $0.4 million on $160.0 million of additional outstanding debt caused by the one month lag from the issuance of the 2024 senior notes and repurchase of 2021 senior notes in the fourth quarter of 2019 to the redemption of the remaining 2021 senior notes in the first quarter of 2020.

    We issued the 2021 senior notes on January 22, 2014. On February 21, 2014, we used the net proceeds from the 2021 senior notes, together with borrowings under our revolving credit facilities, to redeem in full the $350.0 million outstanding principal amount of the 2017 senior notes. Under GAAP, the first quarter of 2014 included (i) a pre-tax loss on extinguishment of debt of $21.8 million related to the redemption of the 2017 senior notes in the first quarter of 2014 and (ii) additional interest expense of $1.4 million on $276.0 million of additional outstanding debt caused by the one month lag from the issuance of the 2021 senior notes to the redemption of the 2017 senior notes.

    Under our non-GAAP approach, the loss on extinguishment of debt and additional interest expense that were recognized for GAAP purposes were in each case deferred as debt issuance costs to be recognized ratably as interest expense over the term of the newly issued notes. In addition, for adjusted average capital purposes, the impact of additional outstanding debt related to the lag from the issuance of the new notes to the redemption of the previously issued notes was in each case deferred to be recognized ratably over the term of the newly issued notes. Upon the issuance of the 2024 senior notes in the fourth quarter of 2019, the outstanding unamortized balances of the non-GAAP adjustments related to the 2021 senior notes were deferred and were recognized ratably over the term of the 2024 senior notes, until the repurchase and redemption of the 2024 senior notes in December 2023.

    We believe the application of the senior notes adjustment as described above provides a more accurate reflection of the performance of our business, since we were recognizing the costs incurred with these transactions in a manner consistent with how we recognize the costs incurred when we periodically refinance our other debt facilities. We have determined not to apply the senior notes adjustments in connection with (i) the issuance by us in December 2023 of our 9.250% senior notes due 2028 and the related retirement of the 2024 senior notes or (ii) the issuance by us in February 2025 of our 6.625% senior notes due 2030 and the related retirement of the 2026 senior notes, because the adjustments would not be material.

    Cautionary Statement Regarding Forward-Looking Information

    We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all of our forward-looking statements. Statements in this release that are not historical facts, such as those using terms like “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “assume,” “forecast,” “estimate,” “intend,” “plan,” “target,” or similar expressions, and those regarding our future results, plans, and objectives, are “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements represent our outlook only as of the date of this release. Actual results could differ materially from these forward-looking statements since the statements are based on our current expectations, which are subject to risks and uncertainties. Factors that might cause such a difference include, but are not limited to, the factors set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2025, and Item 1A in Part II of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the SEC on July 31, 2025, and other risk factors discussed herein or listed from time to time in our reports filed with the SEC and the following:

    Industry, Operational, and Macroeconomic Risks

    • Our inability to accurately forecast and estimate the amount and timing of future collections could have a material adverse effect on results of operations.
    • Due to competition from traditional financing sources and non-traditional lenders, we may not be able to compete successfully.
    • Adverse changes in economic conditions, the automobile or finance industries, or the non-prime consumer market could adversely affect our financial position, liquidity, and results of operations, the ability of key vendors that we depend on to supply us with services, and our ability to enter into future financing transactions.
    • Reliance on third parties to administer our ancillary product offerings could adversely affect our business and financial results.
    • We are dependent on our senior management, and the loss of any of these individuals or an inability to hire additional team members could adversely affect our ability to operate profitably.
    • Our reputation is a key asset to our business, and our business may be affected by how we are perceived in the marketplace.
    • An outbreak of contagious disease or other public health emergency could materially and adversely affect our business, financial condition, liquidity, and results of operations.
    • The concentration in several states of automobile dealers who participate in our programs could adversely affect us.
    • Reliance on our outsourced business functions could adversely affect our business.
    • Our ability to hire and retain foreign engineering personnel could be hindered by immigration restrictions.
    • We may be unable to execute our business strategy due to current economic conditions.
    • Natural disasters, climate change, military conflicts, acts of war, terrorist attacks and threats, or the escalation of military activity in response to terrorist attacks or otherwise may negatively affect our business, financial condition, and results of operations.
    • Governmental or market responses to climate change and related environmental issues could have a material adverse effect on our business.
    • A small number of our shareholders have the ability to significantly influence matters requiring shareholder approval and such shareholders have interests which may conflict with the interests of our other security holders.

    Capital and Liquidity Risks

    • We may be unable to continue to access or renew funding sources and obtain capital needed to maintain and grow our business.
    • The terms of our debt limit how we conduct our business.
    • A violation of the terms of our asset-backed secured financings or revolving secured warehouse facilities could have a material adverse impact on our operations.
    • Our substantial debt could negatively impact our business, prevent us from satisfying our debt obligations, and adversely affect our financial condition.
    • We may not be able to generate sufficient cash flows to service our outstanding debt and fund operations and may be forced to take other actions to satisfy our obligations under such debt.
    • Interest rate fluctuations may adversely affect our borrowing costs, profitability, and liquidity.
    • Reduction in our credit rating could increase the cost of our funding from, and restrict our access to, the capital markets and adversely affect our liquidity, financial condition, and results of operations.
    • We may incur substantially more debt and other liabilities. This could exacerbate further the risks associated with our current debt levels.
    • The conditions of the U.S. and international capital markets may adversely affect lenders with which we have relationships, causing us to incur additional costs and reducing our sources of liquidity, which may adversely affect our financial position, liquidity, and results of operations.

    Technology and Cybersecurity Risks

    • Our dependence on technology could have a material adverse effect on our business.
    • We depend on secure information technology, and a breach of our systems or those of our third-party service providers could result in our experiencing significant financial, legal, and reputational exposure and could materially adversely affect our business, financial condition, and results of operations.
    • Our use of electronic contracts could impact our ability to perfect our ownership or security interest in Consumer Loans.
    • Failure to properly safeguard our proprietary business information or confidential consumer and team member personal information could subject us to liability, decrease our profitability, and damage our reputation.
    • The development and use of artificial intelligence presents risks and challenges that may adversely impact our business.

    Legal and Regulatory Risks

    • Litigation we are involved in from time to time may adversely affect our financial condition, results of operations, and cash flows.
    • Changes in tax laws and the resolution of uncertain income tax matters could have a material adverse effect on our results of operations and cash flows from operations.
    • The regulations to which we are or may become subject could result in a material adverse effect on our business.

    Other factors not currently anticipated by management may also materially and adversely affect our business, financial condition, and results of operations. We do not undertake, and expressly disclaim any obligation, to update or alter our statements, whether as a result of new information or future events or otherwise, except as required by applicable law.

    Webcast Details

    We will host a webcast on July 31, 2025 at 5:00 p.m. Eastern Time to discuss our second quarter results. The webcast can be accessed live by visiting the “Investor Relations” section of our website at ir.creditacceptance.com or by telephone as described below. Only persons accessing the webcast by telephone will be able to pose questions to the presenters during the webcast. A replay and transcript of the webcast will be archived in the “Investor Relations” section of our website. 

    To participate in the webcast by telephone, you must pre-register at https://register.vevent.com/register/BIdf2e1302737241fd92014eec2b76a62f, or through the link posted on the “Investor Relations” section of our website at ir.creditacceptance.com. Upon registration you will be provided with the dial-in number and a unique PIN to access the webcast by telephone.

    Description of Credit Acceptance Corporation

    We make vehicle ownership possible by providing innovative financing solutions that enable automobile dealers to sell vehicles to consumers regardless of their credit history. Our financing programs are offered through a nationwide network of automobile dealers who benefit from sales of vehicles to consumers who otherwise could not obtain financing; from repeat and referral sales generated by these same customers; and from sales to customers responding to advertisements for our financing programs, but who actually end up qualifying for traditional financing.

    Without our financing programs, consumers are often unable to purchase vehicles or they purchase unreliable ones. Further, as we report to the three national credit reporting agencies, an important ancillary benefit of our programs is that we provide consumers with an opportunity to improve their lives by improving their credit score and move on to more traditional sources of financing. Credit Acceptance is publicly traded on the Nasdaq Stock Market under the symbol CACC. For more information, visit creditacceptance.com.

    CREDIT ACCEPTANCE CORPORATION
    CONSOLIDATED STATEMENTS OF INCOME
    (UNAUDITED)
            

    (Dollars in millions, except per share data) For the Three Months Ended June 30,
        2025     2024  
    Revenue:      
    Finance charges $         540.7    $         497.7   
    Premiums earned           24.1              24.3   
    Other income           19.0              16.2   
    Total revenue           583.8              538.2   
    Costs and expenses:      
    Salaries and wages           83.7              75.8   
    General and administrative           45.2              23.2   
    Sales and marketing           26.6              25.4   
    Total operating expenses           155.5              124.4   
           
    Provision for credit losses on forecast changes           101.3              237.8   
    Provision for credit losses on new Consumer Loan assignments           71.3              82.8   
    Total provision for credit losses           172.6              320.6   
           
    Interest           118.1              104.5   
    Provision for claims           19.8              20.3   
    Loss on sale of building           —              23.7   
    Total costs and expenses           466.0              593.5   
           Income (loss) before provision for income taxes           117.8              (55.3)  
    Provision (benefit) for income taxes           30.4              (8.2)  
           Net income (loss) $         87.4    $         (47.1)  
           
    Net income (loss) per share:      
    Basic $         7.55    $         (3.83)  
    Diluted $         7.42    $         (3.83)  
           
    Weighted average shares outstanding:      
    Basic           11,574,018              12,282,174   
    Diluted           11,771,525              12,282,174   

    CREDIT ACCEPTANCE CORPORATION
    CONSOLIDATED BALANCE SHEETS
    (UNAUDITED)

    (Dollars in millions, except per share data) As of
      June 30, 2025   December 31, 2024
    ASSETS:      
    Cash and cash equivalents $         70.0      $         343.7   
    Restricted cash and cash equivalents           493.8                501.3   
    Restricted securities available for sale           107.1                106.4   
           
    Loans receivable           11,563.0                11,289.1   
    Allowance for credit losses           (3,561.1)               (3,438.8)  
    Loans receivable, net           8,001.9                7,850.3   
           
    Property and equipment, net           13.2                14.7   
    Income taxes receivable           9.4                4.2   
    Other assets           29.2                34.0   
    Total assets $         8,724.6      $         8,854.6   
           
    LIABILITIES AND SHAREHOLDERS’ EQUITY:      
    Liabilities:      
    Accounts payable and accrued liabilities $         378.8      $         315.8   
    Revolving secured lines of credit           1.5                0.1   
    Secured financing           5,383.3                5,361.5   
    Senior notes           1,086.4                991.3   
    Deferred income taxes, net           306.1                319.1   
    Income taxes payable           13.8                117.2   
    Total liabilities           7,169.9                7,105.0   
           
    Shareholders’ Equity:      
    Preferred stock, $.01 par value, 1,000,000 shares authorized, none issued           —                —   
    Common stock, $.01 par value, 80,000,000 shares authorized, 11,237,396 and 12,048,151 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively           0.1                0.1   
    Paid-in capital           369.3                335.1   
    Retained earnings           1,184.3                1,414.7   
    Accumulated other comprehensive income (loss)           1.0                (0.3)  
    Total shareholders’ equity           1,554.7                1,749.6   
    Total liabilities and shareholders’ equity $         8,724.6      $         8,854.6   

    The MIL Network

  • MIL-OSI: Monolithic Power Systems Announces Results for the Second Quarter Ended June 30, 2025

    Source: GlobeNewswire (MIL-OSI)

    KIRKLAND, Wash., July 31, 2025 (GLOBE NEWSWIRE) — Monolithic Power Systems, Inc. (“MPS”) (Nasdaq: MPWR), a fabless global company that provides high-performance, semiconductor-based power electronics solutions, today announced financial results for the quarter ended June 30, 2025.

    The financial results for the quarter ended June 30, 2025 were as follows:

    • Revenue was $664.6 million for the quarter ended June 30, 2025, a 4.2% increase from $637.6 million for the quarter ended March 31, 2025 and a 31.0% increase from $507.4 million for the quarter ended June 30, 2024.
    • GAAP gross margin was 55.1% for the quarter ended June 30, 2025, compared with 55.3% for the quarter ended June 30, 2024.
    • Non-GAAP gross margin (1) was 55.5% for the quarter ended June 30, 2025, excluding the impact of $1.9 million for stock-based compensation and related expenses, $0.6 million for deferred compensation plan expense and $0.3 million for amortization of acquisition-related intangible assets, compared with 55.7% for the quarter ended June 30, 2024, excluding the impact of $1.6 million for stock-based compensation and related expenses, $0.3 million for amortization of acquisition-related intangible assets and $0.1 million for deferred compensation plan expense.
    • GAAP operating expenses were $201.3 million for the quarter ended June 30, 2025, compared with $164.0 million for the quarter ended June 30, 2024.
    • Non-GAAP operating expenses (1) were $137.6 million for the quarter ended June 30, 2025, excluding $58.4 million for stock-based compensation and related expenses and $5.3 million for deferred compensation plan expense, compared with $111.7 million for the quarter ended June 30, 2024, excluding $51.1 million for stock-based compensation and related expenses and $1.3 million for deferred compensation plan expense.
    • GAAP operating income was $164.8 million for the quarter ended June 30, 2025, compared with $116.5 million for the quarter ended June 30, 2024.
    • Non-GAAP operating income (1) was $231.2 million for the quarter ended June 30, 2025, excluding $60.3 million for stock-based compensation and related expenses, $5.9 million for deferred compensation plan expense and $0.3 million for amortization of acquisition-related intangible assets, compared with $171.0 million for the quarter ended June 30, 2024, excluding $52.7 million for stock-based compensation and related expenses, $1.4 million for deferred compensation plan expense and $0.4 million for amortization of acquisition-related intangible assets.
    • GAAP other income, net was $12.2 million for the quarter ended June 30, 2025, compared with $7.5 million for the quarter ended June 30, 2024.
    • Non-GAAP other income, net (1) was $6.6 million for the quarter ended June 30, 2025, excluding $5.6 million for deferred compensation plan income, compared with $6.2 million for the quarter ended June 30, 2024, excluding $1.3 million for deferred compensation plan income.
    • GAAP income before income taxes was $177.0 million for the quarter ended June 30, 2025, compared with $124.0 million for the quarter ended June 30, 2024.
    • Non-GAAP income before income taxes (1) was $237.9 million for the quarter ended June 30, 2025, excluding $60.3 million for stock-based compensation and related expenses, $0.3 million for amortization of acquisition-related intangible assets and $0.3 million for net deferred compensation plan expense, compared with $177.2 million for the quarter ended June 30, 2024, excluding $52.7 million for stock-based compensation and related expenses, $0.4 million for amortization of acquisition-related intangible assets and $0.1 million for net deferred compensation plan expense.
    • GAAP net income was $133.7 million and $2.78 per diluted share for the quarter ended June 30, 2025. Comparatively, GAAP net income was $100.4 million and $2.05 per diluted share for the quarter ended June 30, 2024.
    • Non-GAAP net income (1) was $202.2 million and $4.21 per diluted share for the quarter ended June 30, 2025, excluding $60.3 million for stock-based compensation and related expenses, $0.3 million for amortization of acquisition-related intangible assets, $0.3 million for net deferred compensation plan expense and $7.6 million for related tax effects, compared with $155.1 million and $3.17 per diluted share for the quarter ended June 30, 2024, excluding $52.7 million for stock-based compensation and related expenses, $0.4 million for amortization of acquisition-related intangible assets, $0.1 million for net deferred compensation plan expense and $1.5 million for related tax effects.

    The financial results for the six months ended June 30, 2025 were as follows:

    • Revenue was $1,302.1 million for the six months ended June 30, 2025, a 34.9% increase from $965.3 million for the six months ended June 30, 2024.
    • GAAP gross margin was 55.2% for the six months ended June 30, 2025, flat as compared to the six months ended June 30, 2024.
    • Non-GAAP gross margin (1) was 55.6% for the six months ended June 30, 2025, excluding the impact of $3.6 million for stock-based compensation and related expenses, $0.6 million for amortization of acquisition-related intangible assets and $0.4 million for deferred compensation plan expense, compared with 55.7% for the six months ended June 30, 2024, excluding the impact of $3.5 million for stock-based compensation and related expenses, $0.6 million for amortization of acquisition-related intangible assets and $0.5 million for deferred compensation plan expense.
    • GAAP operating expenses were $385.7 million for the six months ended June 30, 2025, compared with $321.0 million for the six months ended June 30, 2024.
    • Non-GAAP operating expenses (1) were $271.1 million for the six months ended June 30, 2025, excluding $110.5 million for stock-based compensation and related expenses, $4.1 million for deferred compensation plan expense and $0.1 million for amortization of acquisition-related intangible assets, compared with $215.1 million for the six months ended June 30, 2024, excluding $100.9 million for stock-based compensation and related expenses, $4.9 million for deferred compensation plan expense and $0.1 million for amortization of acquisition-related intangible assets.
    • GAAP operating income was $333.5 million for the six months ended June 30, 2025, compared with $212.0 million for the six months ended June 30, 2024.
    • Non-GAAP operating income (1) was $452.8 million for the six months ended June 30, 2025, excluding $114.1 million for stock-based compensation and related expenses, $4.5 million for deferred compensation plan expense and $0.6 million for amortization of acquisition-related intangible assets, compared with $322.6 million for the six months ended June 30, 2024, excluding $104.5 million for stock-based compensation and related expenses, $5.4 million for deferred compensation plan expense and $0.7 million for amortization of acquisition-related intangible assets.
    • GAAP other income, net was $17.4 million for the six months ended June 30, 2025, compared with $17.1 million for the six months ended June 30, 2024.
    • Non-GAAP other income, net (1) was $13.1 million for the six months ended June 30, 2025, excluding $4.2 million for deferred compensation plan income, compared with $11.8 million for the six months ended June 30, 2024, excluding $5.3 million for deferred compensation plan income.
    • GAAP income before income taxes was $350.9 million for the six months ended June 30, 2025, compared with $229.1 million for the six months ended June 30, 2024.
    • Non-GAAP income before income taxes (1) was $465.9 million for the six months ended June 30, 2025, excluding $114.1 million for stock-based compensation and related expenses, $0.6 million for amortization of acquisition-related intangible assets and $0.3 million for net deferred compensation plan expense, compared with $334.4 million for the six months ended June 30, 2024, excluding $104.5 million for stock-based compensation and related expenses, $0.7 million for amortization of acquisition-related intangible assets and $0.2 million for net deferred compensation plan expense.
    • GAAP net income was $267.5 million and $5.57 per diluted share for the six months ended June 30, 2025. Comparatively, GAAP net income was $192.9 million and $3.94 per diluted share for the six months ended June 30, 2024.
    • Non-GAAP net income (1) was $396.0 million and $8.25 per diluted share for the six months ended June 30, 2025, excluding $114.1 million for stock-based compensation and related expenses, $0.6 million for amortization of acquisition-related intangible assets, $0.3 million for net deferred compensation plan expense and $13.5 million for related tax effects, compared with $292.6 million and $5.98 per diluted share for the six months ended June 30, 2024, excluding $104.5 million for stock-based compensation and related expenses, $0.7 million for amortization of acquisition-related intangible assets, $0.2 million for net deferred compensation plan expense and $5.6 million for related tax effects.

    The following is a summary of revenue by end market (in thousands):

        Three Months Ended June 30,   Six Months Ended June 30,
    End Market   2025   2024   2025   2024
    Storage and Computing   $ 195,320     $ 114,955     $ 383,831     $ 221,076  
    Automotive     145,132       87,193       290,036       174,285  
    Enterprise Data     143,964       187,211       276,888       336,938  
    Communications     73,783       43,566       145,454       90,211  
    Consumer     59,663       42,229       116,610       80,303  
    Industrial     46,712       32,277       89,309       62,503  
    Total   $ 664,574     $ 507,431     $ 1,302,128     $ 965,316  

    “Our proven, long-term growth strategy remains intact as we continue our transformation from being a chip-only, semiconductor supplier to a full service, silicon-based solutions provider,” said Michael Hsing, CEO and founder of MPS. 

    Business Outlook

    The following are MPS’s financial targets for the third quarter ending September 30, 2025:

    • Revenue in the range of $710.0 million to $730.0 million.
    • GAAP gross margin between 54.9% and 55.5%. Non-GAAP gross margin (1) between 55.2% and 55.8%, which excludes the impact from stock-based compensation and related expenses as well as the impact from amortization of acquisition-related intangible assets.
    • GAAP operating expenses between $201.3 million and $207.3 million. Non-GAAP operating expenses (1) between $143.0 million and $147.0 million, which excludes estimated stock-based compensation and related expenses in the range of $58.3 million to $60.3 million.
    • Total stock-based compensation and related expenses of $60.1 million to $62.1 million including approximately $1.8 million that would be charged to cost of goods sold.
    • Interest and other income in the range of $6.4 million to $6.8 million before foreign exchange gains or losses.
    • Non-GAAP tax rate of 15% for 2025.
    • Fully diluted shares outstanding between 47.9 million and 48.3 million.

    (1) Non-GAAP net income, non-GAAP net income per share, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP other income, net and non-GAAP income before income taxes differ from net income, net income per share, gross margin, operating expenses, operating income, other income, net and income before income taxes determined in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Non-GAAP net income and non-GAAP net income per share exclude the effect of stock-based compensation and related expenses, which include stock-based compensation expense and employer payroll taxes in relation to the stock-based compensation, net deferred compensation plan expense, amortization of acquisition-related intangible assets and related tax effects. Non-GAAP gross margin excludes the effect of stock-based compensation and related expenses, amortization of acquisition-related intangible assets and deferred compensation plan expense. Non-GAAP operating expenses exclude the effect of stock-based compensation and related expenses, amortization of acquisition-related intangible assets and deferred compensation plan expense. Non-GAAP operating income excludes the effect of stock-based compensation and related expenses, amortization of acquisition-related intangible assets and deferred compensation plan expense. Non-GAAP other income, net excludes the effect of deferred compensation plan income. Non-GAAP income before income taxes excludes the effect of stock-based compensation and related expenses, amortization of acquisition-related intangible assets and net deferred compensation plan expense. Projected non-GAAP gross margin excludes the effect of stock-based compensation and related expenses, and amortization of acquisition-related intangible assets. Projected non-GAAP operating expenses exclude the effect of stock-based compensation and related expenses. These non-GAAP financial measures are not prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. A schedule reconciling non-GAAP financial measures is included at the end of this press release. MPS utilizes both GAAP and non-GAAP financial measures to assess what it believes to be its core operating performance and to evaluate and manage its internal business and assist in making financial operating decisions. MPS believes that the inclusion of non-GAAP financial measures, together with GAAP measures, provides investors with an alternative presentation useful to investors’ understanding of MPS’s core operating results and trends. Additionally, MPS believes that the inclusion of non-GAAP measures, together with GAAP measures, provides investors with an additional dimension of comparability to similar companies. However, investors should be aware that non-GAAP financial measures utilized by other companies are not likely to be comparable in most cases to the non-GAAP financial measures used by MPS. See the GAAP to non-GAAP reconciliations in the tables set forth below.

    Earnings Commentary
    Earnings commentary on the results of operations for the quarter ended June 30, 2025 is available under the Investor Relations page on the MPS website.

    Earnings Webinar
    MPS plans to host a question-and-answer webinar covering its financial results at 2:00 p.m. PT / 5:00 p.m. ET, July 31, 2025. The live event will be held via a Zoom webcast, which can be accessed at: https://mpsic.zoom.us/j/98147401910. The Zoom webcast can also be accessed live over the phone by dialing (669) 444-9171; the webcast ID is 98147401910. A replay of the event will be archived and available for replay for one year under the Investor Relations page on the MPS website.

    Safe Harbor Statement
    This press release contains, and statements that will be made during the accompanying earnings webinar will contain, forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including under the “Business Outlook” section and the quote from our CEO herein, including, among other things, (i) projected revenue, GAAP and non-GAAP gross margin, GAAP and non-GAAP operating expenses, stock-based compensation and related expenses, amortization of acquisition-related intangible assets, other income before foreign exchange gains or losses, and fully diluted shares outstanding, (ii) our outlook for the third quarter of fiscal year 2025 and the near-term, medium-term and long-term prospects of MPS, including our ability to adapt to changing market conditions, performance against our business plan, our ability to grow despite the various challenges facing our business, our industry and the global economic environment, revenue growth in certain of our market segments, potential new business segments, our continued investment in research and development (“R&D”), expected revenue growth, customers’ acceptance of our new product offerings, the prospects of our new product development, our expectations regarding market and industry segment trends and prospects, and our projected expansion of capacity and the impact it may have on our business, (iii) our ability to penetrate new markets and expand our market share, (iv) the seasonality of our business, (v) our ability to reduce our expenses, and (vi) statements regarding the assumptions underlying or relating to any statement described in (i), (ii), (iii), (iv), or (v). These forward-looking statements are not historical facts or guarantees of future performance or events, are based on current expectations, estimates, beliefs, assumptions, goals, and objectives, and involve significant known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from the results expressed by these statements. Readers of this press release and listeners to the accompanying earnings webinar are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Factors that could cause actual results to differ include, but are not limited to, continued uncertainties in the global economy, including due to the Russia-Ukraine and Middle East conflicts, global tariffs and retaliatory measures and announcements regarding same, inflation, consumer sentiment and other factors; adverse events arising from orders or regulations of governmental entities, including such orders or regulations that impact our customers or suppliers, and adoption of new or amended accounting standards; adverse changes in laws and government regulations such as tariffs on imports of foreign goods, export regulations and export classifications, and tax laws (including the recent H.R.1 Act signed into law on July 4, 2025) or the interpretation of same, including in foreign countries where MPS has offices or operations; the effect of export controls, trade and economic sanctions regulations and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets, particularly in China; our ability to obtain governmental licenses and approvals for international trading activities or technology transfers, including export licenses; acceptance of, or demand for, our products, in particular the new products launched recently, being different than expected; our ability to increase market share in our targeted markets; difficulty in predicting or budgeting for future customer demand and channel inventories, expenses and financial contingencies (including as a result of any continuing impact from the Russia-Ukraine and Middle East conflicts); our ability to efficiently and effectively develop new products and receive a return on our R&D expense investment; our ability to attract new customers and retain existing customers; our ability to meet customer demand for our products due to constraints on our third-party suppliers’ ability to manufacture sufficient quantities of our products or otherwise; our ability to expand manufacturing capacity to support future growth; adverse changes in production and testing efficiency of our products; any political, cultural, military, regulatory, economic, foreign exchange and operational changes in China, where a significant portion of our manufacturing capacity comes from; any market disruptions or interruptions in our schedule of new product development releases; our ability to manage our inventory levels; adequate supply of our products from our third-party manufacturing partners; adverse changes or developments in the semiconductor industry generally, which is cyclical in nature, and our ability to adjust our operations to address such changes or developments; the ongoing consolidation of companies in the semiconductor industry; competition generally and the increasingly competitive nature of our industry; our ability to realize the anticipated benefits of companies and products that MPS acquires, and our ability to effectively and efficiently integrate these acquired companies and products into our operations; the risks, uncertainties and costs of litigation in which MPS is involved; the outcome of any upcoming trials, hearings, motions and appeals; the adverse impact on our financial performance if our tax and litigation provisions are inadequate; our ability to effectively manage our growth and attract and retain qualified personnel; the effect of epidemics and pandemics on the global economy and on our business; the risks associated with the financial market, economy, global tariffs and retaliatory measures and announcements regarding same, and geopolitical uncertainties, including the Russia-Ukraine and Middle East conflicts; and other important risk factors identified under the caption “Risk Factors” and elsewhere in our Securities and Exchange Commission (“SEC”) filings, including, but not limited to, our Annual Report on Form 10-K filed with the SEC on March 3, 2025. MPS assumes no obligation to update the information in this press release or in the accompanying earnings webinar.

    About Monolithic Power Systems

    Monolithic Power Systems, Inc. (“MPS”) is a fabless global company that provides high-performance, semiconductor-based power electronics solutions. MPS’s mission is to reduce energy and material consumption to improve all aspects of quality of life. Founded in 1997 by our CEO Michael Hsing, MPS has three core strengths: deep system-level knowledge, strong semiconductor expertise, and innovative proprietary technologies in the areas of semiconductor processes, system integration, and packaging. These combined advantages enable MPS to deliver reliable, compact, and monolithic solutions that are highly energy-efficient, cost-effective, and environmentally responsible while providing a consistent return on investment to our stockholders. MPS can be contacted through its website at www.monolithicpower.com or its support offices around the world.

    Monolithic Power Systems, MPS, and the MPS logo are registered trademarks of Monolithic Power Systems, Inc. in the U.S. and trademarked in certain other countries. 

    Contact:
    Bernie Blegen
    Executive Vice President and Chief Financial Officer
    Monolithic Power Systems, Inc.
    408-826-0777
    MPSInvestor.Relations@monolithicpower.com 

     
    Monolithic Power Systems, Inc.
    Condensed Consolidated Balance Sheets
    (Unaudited, in thousands, except par value)
     
        June 30,   December 31,
        2025   2024
    ASSETS                
    Current assets:                
    Cash and cash equivalents   $ 787,382     $ 691,816  
    Short-term investments     358,695       171,130  
    Accounts receivable, net     194,821       172,518  
    Inventories     490,642       419,611  
    Other current assets     87,217       109,978  
    Total current assets     1,918,757       1,565,053  
    Property and equipment, net     563,885       494,945  
    Acquisition-related intangible assets, net     9,364       9,938  
    Goodwill     25,944       25,944  
    Deferred tax assets, net     1,309,981       1,326,840  
    Other long-term assets     144,279       194,377  
    Total assets   $ 3,972,210     $ 3,617,097  
                     
    LIABILITIES AND STOCKHOLDERS’ EQUITY                
    Current liabilities:                
    Accounts payable   $ 129,919     $ 102,526  
    Accrued compensation and related benefits     81,296       63,918  
    Other accrued liabilities     172,293       128,123  
    Total current liabilities     383,508       294,567  
    Income tax liabilities     73,185       65,193  
    Other long-term liabilities     113,449       111,570  
    Total liabilities     570,142       471,330  
    Commitments and contingencies                
    Stockholders’ equity:                
    Common stock and additional paid-in capital: $0.001 par value; shares authorized: 150,000; shares issued and outstanding: 47,892 and 47,823, respectively     822,582       706,817  
    Retained earnings     2,603,177       2,487,461  
    Accumulated other comprehensive loss     (23,691 )     (48,511 )
    Total stockholders’ equity     3,402,068       3,145,767  
    Total liabilities and stockholders’ equity   $ 3,972,210     $ 3,617,097  
                     
    Monolithic Power Systems, Inc.
    Condensed Consolidated Statements of Operations
    (Unaudited, in thousands, except per share amounts)
     
        Three Months Ended June 30,   Six Months Ended June 30,
        2025   2024   2025   2024
    Revenue   $ 664,574     $ 507,431     $ 1,302,128     $ 965,316  
    Cost of revenue     298,558       226,853       582,882       432,297  
    Gross profit     366,016       280,578       719,246       533,019  
    Operating expenses:                                
    Research and development     96,266       77,945       188,493       153,935  
    Selling, general and administrative     104,992       86,097       197,236       167,061  
    Total operating expenses     201,258       164,042       385,729       320,996  
    Operating income     164,758       116,536       333,517       212,023  
    Other income, net     12,220       7,512       17,351       17,052  
    Income before income taxes     176,978       124,048       350,868       229,075  
    Income tax expense     43,252       23,682       83,351       36,168  
    Net income   $ 133,726     $ 100,366     $ 267,517     $ 192,907  
                                     
    Net income per share:                                
    Basic   $ 2.79     $ 2.06     $ 5.59     $ 3.96  
    Diluted   $ 2.78     $ 2.05     $ 5.57     $ 3.94  
    Weighted-average shares outstanding:                                
    Basic     47,887       48,687       47,869       48,660  
    Diluted     48,019       48,945       48,012       48,935  
                                     
    RECONCILIATION OF NET INCOME TO NON-GAAP NET INCOME
    (Unaudited, in thousands, except per share amounts)
        Three Months Ended June 30,   Six Months Ended June 30,
        2025   2024   2025   2024
    Net income   $ 133,726     $ 100,366     $ 267,517     $ 192,907  
                                     
    Adjustments to reconcile net income to non-GAAP net income:                                
    Stock-based compensation and related expenses     60,280       52,704       114,091       104,473  
    Amortization of acquisition-related intangible assets     320       372       640       663  
    Deferred compensation plan expense, net     281       106       275       153  
    Tax effect     7,573       1,528       13,470       (5,628 )
    Non-GAAP net income   $ 202,180     $ 155,076     $ 395,993     $ 292,568  
                                     
    Non-GAAP net income per share:                                
    Basic   $ 4.22     $ 3.19     $ 8.27     $ 6.01  
    Diluted   $ 4.21     $ 3.17     $ 8.25     $ 5.98  
                                     
    Shares used in the calculation of non-GAAP net income per share:                                
    Basic     47,887       48,687       47,869       48,660  
    Diluted     48,019       48,945       48,012       48,935  
                                     
    RECONCILIATION OF GROSS MARGIN TO NON-GAAP GROSS MARGIN
    (Unaudited, in thousands)
        Three Months Ended June 30,   Six Months Ended June 30,
        2025   2024   2025   2024
    Gross profit   $ 366,016     $ 280,578     $ 719,246     $ 533,019  
    Gross margin     55.1 %     55.3 %     55.2 %     55.2 %
                                     
    Adjustments to reconcile gross profit to non-GAAP gross profit:                                
    Stock-based compensation and related expenses     1,915       1,635       3,621       3,535  
    Amortization of acquisition-related intangible assets     287       339       574       597  
    Deferred compensation plan expense     605       100       442       540  
    Non-GAAP gross profit   $ 368,823     $ 282,652     $ 723,883     $ 537,691  
    Non-GAAP gross margin     55.5 %     55.7 %     55.6 %     55.7 %
                                     
    RECONCILIATION OF OPERATING EXPENSES TO NON-GAAP OPERATING EXPENSES
    (Unaudited, in thousands)
        Three Months Ended June 30,   Six Months Ended June 30,
        2025   2024   2025   2024
    Total operating expenses   $ 201,258     $ 164,042     $ 385,729     $ 320,996  
                                     
    Adjustments to reconcile total operating expenses to non-GAAP total operating expenses:                                
    Stock-based compensation and related expenses     (58,365 )     (51,069 )     (110,470 )     (100,938 )
    Amortization of acquisition-related intangible assets     (33 )     (33 )     (66 )     (66 )
    Deferred compensation plan expense     (5,256 )     (1,273 )     (4,063 )     (4,899 )
    Non-GAAP operating expenses   $ 137,604     $ 111,667     $ 271,130     $ 215,093  
                                     
    RECONCILIATION OF OPERATING INCOME TO NON-GAAP OPERATING INCOME
    (Unaudited, in thousands)
        Three Months Ended June 30,   Six Months Ended June 30,
        2025   2024   2025   2024
    Total operating income   $ 164,758     $ 116,536     $ 333,517     $ 212,023  
                                     
    Adjustments to reconcile total operating income to non-GAAP total operating income:                                
    Stock-based compensation and related expenses     60,280       52,704       114,091       104,473  
    Amortization of acquisition-related intangible assets     320       372       640       663  
    Deferred compensation plan expense     5,861       1,373       4,505       5,439  
    Non-GAAP operating income   $ 231,219     $ 170,985     $ 452,753     $ 322,598  
                                     
    RECONCILIATION OF OTHER INCOME, NET, TO NON-GAAP OTHER INCOME, NET
    (Unaudited, in thousands)
        Three Months Ended June 30,   Six Months Ended June 30,
        2025   2024   2025   2024
    Total other income, net   $ 12,220     $ 7,512     $ 17,351     $ 17,052  
                                     
    Adjustments to reconcile other income, net to non-GAAP other income, net:                                
    Deferred compensation plan income     (5,580 )     (1,266 )     (4,230 )     (5,285 )
    Non-GAAP other income, net   $ 6,640     $ 6,246     $ 13,121     $ 11,767  
                                     
    RECONCILIATION OF INCOME BEFORE INCOME TAXES TO NON-GAAP INCOME BEFORE INCOME TAXES
    (Unaudited, in thousands)
        Three Months Ended June 30,   Six Months Ended June 30,
        2025   2024   2025   2024
    Total income before income taxes   $ 176,978     $ 124,048     $ 350,868     $ 229,075  
                                     
    Adjustments to reconcile income before income taxes to non-GAAP income before income taxes:                                
    Stock-based compensation and related expenses     60,280       52,704       114,091       104,473  
    Amortization of acquisition-related intangible assets     320       372       640       663  
    Deferred compensation plan expense, net     281       106       275       153  
    Non-GAAP income before income taxes   $ 237,859     $ 177,230     $ 465,874     $ 334,364  
                                     
    2025 THIRD QUARTER OUTLOOK
    RECONCILIATION OF GROSS MARGIN TO NON-GAAP GROSS MARGIN
    (Unaudited)
        Three Months Ending
        September 30, 2025
        Low   High
    Gross margin     54.9 %     55.5 %
    Adjustment to reconcile gross margin to non-GAAP gross margin:                
    Stock-based compensation and other expenses     0.3 %     0.3 %
    Non-GAAP gross margin     55.2 %     55.8 %
                     
    RECONCILIATION OF OPERATING EXPENSES TO NON-GAAP OPERATING EXPENSES
    (Unaudited, in thousands)
        Three Months Ending
        September 30, 2025
        Low   High
    Operating expenses   $ 201,300     $ 207,300  
    Adjustments to reconcile operating expenses to non-GAAP operating expenses:                
    Stock-based compensation and other expenses     (58,300 )     (60,300 )
    Non-GAAP operating expenses   $ 143,000     $ 147,000  
                     

    The MIL Network

  • MIL-OSI: GSI Technology, Inc. Announces First Quarter Fiscal 2026 Results

    Source: GlobeNewswire (MIL-OSI)

    SUNNYVALE, Calif., July 31, 2025 (GLOBE NEWSWIRE) — GSI Technology, Inc. (Nasdaq: GSIT) today reported financial results for its first fiscal quarter ended June 30, 2025.

    Summary Comments for First Quarter Fiscal Year 2026

    • SRAM revenue increased 7% sequentially and 35% year-over-year, fueled by strong market momentum for leading AI processors;
    • Gross margin lift of 200 basis points from prior quarter and over 1,100 basis points compared to the prior year for our largest gross margin in over two years;
    • Quarter-end cash balance of $22.7 million, up from $13.4 million at the end of Q4 FY2025, including proceeds from the “at the market” (ATM) program;
    • Delivered an APU Leda-2 board to an offshore defense contractor, as planned, for proof-of-concept development; and
    • Currently developing a multi-modal LLM that targets edge applications, with benchmark results available by fall 2025.

    Lee-Lean Shu, Chairman and Chief Executive Officer, commented, “We have completed the evaluation of the second spin of our Gemini-II chip, successfully resolving all known bugs, and confirming the chip is production-ready. In parallel, we finalized development of the SAR and YOLO algorithms, optimized for a low-power version of our Leda board. We are pleased with the performance of the board, which is optimized for Edge AI applications. This solution holds strong market potential, particularly for drones operating in GPS-denied environments and next-generation satellite applications.”

    Mr. Shu continued, “Gemini-II is ideally suited for edge-based large language models (LLMs), combining high-performance, low-power architecture and flexible processing capabilities, key features that meet the growing demand for AI at the edge. We are developing a multi-modal LLM optimized for edge applications and expect to share benchmark results by fall 2025.”

    Commenting on GSI’s second quarter of fiscal 2026 outlook, Mr. Shu stated, “Current expectations for the upcoming fiscal second quarter are net revenues in a range of $5.9 million to $6.7 million, with gross margin of approximately 56% to 58%.”

    First Quarter Fiscal Year 2026 Summary Financials

    The Company reported net revenues of $6.3 million for the first quarter of fiscal 2026, compared to $4.7 million for the first quarter of fiscal 2025 and $5.9 million for the fourth quarter of fiscal 2025. Gross margin was 58.1% in the first quarter of fiscal 2026 compared to 46.3% in the first quarter of fiscal 2025 and 56.1% in the preceding fourth quarter of fiscal 2025. The increase in gross margin in the first quarter of 2026 was primarily due to product mix and the effect of higher revenue on the fixed costs in our cost of revenues. 

    In the first quarter of fiscal 2026, sales to KYEC were $267,000, or 4.3% of net revenues, compared to $1.0 million, or 21.9% of net revenues, in the same period a year ago and $1.7 million, or 29.5% of net revenues, in the prior quarter. In the first quarter of fiscal 2026, sales to Nokia were $536,000, or 8.5% of net revenues, compared to $998,000, or 21.4% of net revenues, in the same period a year ago and $444,000, or 7.5% of net revenues, in the prior quarter. In the first quarter of fiscal 2026, sales to Cadence Design Systems were $1.5 million, or 23.9% of net revenues, compared to $0, or 0% of net revenues, in the same period a year ago and $642,000, or 10.9% of net revenues, in the prior quarter. Military/defense sales were 19.1% of first quarter shipments compared to 31.9% of shipments in the comparable period a year ago and 30.7% of shipments in the prior quarter. SigmaQuad sales were 62.5% of first quarter shipments compared to 36.3% in the first quarter of fiscal 2025 and 39.3% in the prior quarter. 

    Total operating expenses in the first quarter of fiscal 2026 were $5.8 million, compared to $6.8 million, excluding a one-time gain of $5.7 million on the sale and leaseback of the Company’s corporate headquarters, in the first quarter of fiscal 2025 and $5.6 million in the prior quarter. Research and development expenses were $3.1 million, compared to $4.2 million in the prior-year period and $3.0 million in the prior quarter. Selling, general and administrative expenses were $2.7 million in the quarter ended June 30, 2025, compared to $2.6 million in the prior-year quarter and $2.6 million in the previous quarter. 

    First quarter fiscal 2026 operating loss was $(2.2) million compared to an operating loss of $(4.7) million, excluding a one-time gain of $5.7 million related to the sale and leaseback of the Company’s corporate headquarters, in the prior-year period and an operating loss of $(2.3) million in the prior quarter. First quarter fiscal 2026 net loss included interest and other income of $13,000 and a tax provision of $54,000, compared to $55,000 in interest and other income and a tax provision of $57,000 for the same period a year ago. In the preceding fourth quarter, net loss included interest and other income of $52,000 and a tax provision of $6,000. 

    Net loss in the first quarter of fiscal 2026 was $(2.2) million, or $(0.08) per diluted share, compared to net income of $1.1 million, or $0.04 per diluted share, for the first quarter of fiscal 2025. Net income for the year-ago period reflects a one-time gain of $5.7 million on the sale and leaseback transaction related to the sale of the Company’s headquarters. For the prior fourth fiscal quarter of 2025, net loss was $(2.2) million, or $(0.09) per diluted share.

    Total first quarter pre-tax stock-based compensation expense was $341,000 compared to $658,000 in the comparable quarter a year ago and $512,000 in the prior quarter. 

    At June 30, 2025, the Company had $22.7 million in cash and cash equivalents, compared to $13.4 million at March 31, 2025. Working capital was $25.7 million as of June 30, 2025 versus $16.4 million at March 31, 2025. Stockholders’ equity as of June 30, 2025 was $37.4 million, compared to $28.2 million as of the fiscal year ended March 31, 2025. 

    Conference Call

    GSI Technology will review its financial results for the quarter ended June 30, 2025, and discuss its current business outlook during a conference call at 1:30 p.m. Pacific (4:30 p.m. Eastern) today, July 31, 2025. To participate in the call, please dial 1-877-407-3982 in the U.S., or 1-201-493-6780 for international, approximately 10 minutes prior to the above start time, and provide Conference ID 13754957.  The call will also be streamed live via the internet at https://ir.gsitechnology.com.  

    About GSI Technology

    GSI Technology is at the forefront of the AI revolution with our groundbreaking APU technology, designed for unparalleled efficiency in billion-item database searches and high-performance computing. GSI’s innovations, Gemini-I® and Gemini-II®, offer scalable, low-power, high-capacity computing solutions that redefine edge computing capabilities. GSI Technology is not just advancing technology; we’re shaping a smarter, faster, and more efficient future.

    Founded in 1995 and headquartered in Sunnyvale, California, GSI Technology has 127 employees and over 125 granted patents.

    For more information, please visit www.gsitechnology.com.

    Forward-Looking Statements

    The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding GSI Technology’s expectations, beliefs, intentions, or strategies regarding the future. All forward-looking statements included in this press release are based upon information available to GSI Technology as of the date hereof, and GSI Technology assumes no obligation to update any such forward-looking statements. Forward-looking statements involve a variety of risks and uncertainties, which could cause actual results to differ materially from those projected. These risks include those associated with the normal quarterly and fiscal year-end closing process. Examples of risks that could affect our current expectations regarding future revenues and gross margins include those associated with fluctuations in GSI Technology’s operating results; GSI Technology’s historical dependence on sales to a limited number of customers and fluctuations in the mix of customers and products in any period; global public health crises that reduce economic activity; the rapidly evolving markets for GSI Technology’s products and uncertainty regarding the development of these markets; the need to develop and introduce new products to offset the historical decline in the average unit selling price of GSI Technology’s products; the challenges of rapid growth followed by periods of contraction; intensive competition; the continued availability of government funding opportunities; delays or unanticipated costs that may be encountered in the development of new products based on our in-place associative computing technology and the establishment of new markets and customer and partner relationships for the sale of such products; and delays or unexpected challenges related to the establishment of customer relationships and orders for GSI Technology’s radiation-hardened and tolerant SRAM products. Many of these risks are currently amplified by and will continue to be amplified by, or in the future may be amplified by, economic and geopolitical conditions, such as changing interest rates, worldwide inflationary pressures, policy unpredictability, the imposition of tariffs and other trade barriers, military conflicts and declines in the global economic environment. Further information regarding these and other risks relating to GSI Technology’s business is contained in the Company’s filings with the Securities and Exchange Commission, including those factors discussed under the caption “Risk Factors” in such filings.

    Source: GSI Technology, Inc.

    Investor Relations
    Hayden IR
    Kim Rogers
    Managing Director
    385-831-7337
    Kim@HaydenIR.com

    Media Relations
    Finn Partners for GSI Technology
    Ricca Silverio
    (415) 348-2724
    gsi@finnpartners.com

    Company
    GSI Technology, Inc.
    Douglas M. Schirle
    Chief Financial Officer
    408-331-9802

    GSI TECHNOLOGY, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (in thousands, except per share data)
    (Unaudited)
                 
            Three Months Ended
            June 30, March 31, June 30,
              2025     2025     2024  
                 
    Net revenues  $ 6,283   $ 5,883   $ 4,671  
    Cost of goods sold   2,632     2,584     2,510  
                 
    Gross profit    3,651     3,299     2,161  
                 
    Operating expenses:      
                 
      Research & development   3,097     2,966     4,214  
      Selling, general and administrative   2,730     2,609     2,604  
      Gain from sale and leaseback transaction           (5,737 )
          Total operating expenses   5,827     5,575     1,081  
                 
    Operating income (loss)   (2,176 )   (2,276 )   1,080  
                 
    Interest and other income, net   13     52     55  
                 
    Income (loss) before income taxes   (2,163 )   (2,224 )   1,135  
    Provision for income taxes   54     6     57  
    Net income (loss) $ (2,217 ) $ (2,230 ) $ 1,078  
                 
                 
    Net income (loss) per share, basic $ (0.08 ) $ (0.09 ) $ 0.04  
    Net income (loss) per share, diluted $ (0.08 ) $ (0.09 ) $ 0.04  
                 
    Weighted-average shares used in      
         computing per share amounts:      
                 
    Basic       26,967     25,604     25,374  
    Diluted       26,967     25,604     25,686  
                 
                 
    Stock-based compensation included in the Condensed Consolidated Statements of Operations:
                 
                 
            June 30, March 31, June 30,
              2025     2025     2024  
                 
    Cost of goods sold $ 44   $ 42   $ 56  
    Research & development   (62 )   263     290  
    Selling, general and administrative   359     207     312  
            $ 341   $ 512   $ 658  
                 
    GSI TECHNOLOGY, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (in thousands)
    (Unaudited)
             
        June 30, 2025 March 31, 2025
    Cash and cash equivalents $ 22,725   $ 13,434
    Accounts receivable   1,587     3,169
    Inventory   3,763     3,891
    Other current assets   3,012     2,961
    Net property and equipment   722     808
    Operating lease right-of-use assets   9,232     9,547
    Other assets   9,464     9,507
    Total assets $ 50,505   $ 43,317
             
    Current liabilities $ 5,372   $ 7,074
    Long-term liabilities   7,759     8,017
    Stockholders’ equity   37,374     28,226
    Total liabilities and stockholders’ equity $ 50,505   $ 43,317
             

    The MIL Network

  • MIL-OSI: LPL Financial Announces Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    Key Financial Results:

    • Net Income was $273 million, translating to diluted earnings per share (“EPS”) of $3.40, up 5% from a year ago
    • Adjusted EPS* increased 16% year-over-year to $4.51
      • Gross profit* increased 21% year-over-year to $1,304 million
      • Core G&A* increased 15% year-over-year to $426 million
      • Adjusted pre-tax income* increased 23% year-over-year to $490 million

    Key Business Results:

    • Total advisory and brokerage assets increased 28% year-over-year to $1.9 trillion
      • Advisory assets increased 28% year-over-year to $1.1 trillion
      • Advisory assets as a percentage of total assets decreased to 55.3%, down from 55.4% a year ago
    • Total organic net new assets were $21 billion, representing 5% annualized growth
      • This included $0.1 billion of assets from Wintrust Investments, LLC and certain private client business at Great Lakes Advisors, LLC (collectively, “Wintrust”), and $4 billion of assets that off-boarded as part of the previously disclosed planned separation from misaligned large OSJs. Prior to these impacts, organic net new assets were $24 billion, translating to a 5% annualized growth rate
    • Recruited assets(1)were $18 billion, down 24% from a year ago
      • Recruited assets over the trailing twelve months were $161 billion
    • Total client cash balances were $51 billion, a decrease of $2 billion sequentially and an increase of $7 billion year-over-year
      • Client cash balances as a percentage of total assets were 2.6%, down from 3.0% in the prior quarter and down from 2.9% in the prior year

    Key Capital and Liquidity Measures:

    • Corporate cash(2)was $3.6 billion
    • Leverage ratio(3)was 1.23x
    • Dividends paid were $24.0 million

    *See the Non-GAAP Financial Measures section and the endnotes to this release for further details about these non-GAAP financial measures

    Key Updates

    Large Institutions:

    • First Horizon Bank (“First Horizon”): Expect to onboard in the third quarter of 2025. First Horizon supports approximately 120 advisors, managing approximately $17 billion of brokerage and advisory assets

    M&A:

    • Atria Wealth Solutions, Inc. (“Atria”): Completed the conversion of Atria to the LPL platform
    • Commonwealth Financial Network (“Commonwealth”): Expect to close the acquisition of Commonwealth on August 1, 2025 and complete the conversion in the fourth quarter of 2026. Commonwealth supports approximately 3,000 advisors in the U.S., managing approximately $305 billion of brokerage and advisory assets(4)
    • Liquidity & Succession: Deployed approximately $105 million of capital to close nine deals in Q2, including one external practice

    Core G&A:

    • Given our performance to date, we are lowering our 2025 Core G&A* outlook to a range of $1,720-1,750 million, including $170-180 million related to Prudential and Atria
    • Additionally, we are increasing the range by $160-170 million to include costs related to the acquisition of Commonwealth, resulting in an updated range of $1,880-1,920 million

    Capital Management:

    • Debt Rating: On July 14, 2025, Fitch Ratings assigned LPL a long-term issuer default rating of BBB, further improving our profile in the investment grade market

    SAN DIEGO, July 31, 2025 (GLOBE NEWSWIRE) — LPL Financial Holdings Inc. (Nasdaq: LPLA) (the “Company”) today announced results for its second quarter ended June 30, 2025, reporting net income of $273 million, or $3.40 per share. This compares with $244 million, or $3.23 per share, in the second quarter of 2024 and $319 million, or $4.24 per share, in the prior quarter.

    “We continue to execute on our vision to be the best firm in wealth management,” said Rich Steinmeier, CEO. “In Q2, we delivered another quarter of strong business performance and excellent financial results, while continuing to advance key initiatives.”

    “In the second quarter, we recorded industry-leading organic growth, continued preparation to onboard First Horizon, and successfully onboarded Atria. In addition, we expect to complete our acquisition of Commonwealth tomorrow morning,” said Matt Audette, President and CFO. “Looking ahead, our business momentum and financial strength position us well to continue delivering long-term shareholder value.”

    Dividend Declaration

    The Company’s Board of Directors declared a $0.30 per share dividend to be paid on August 29, 2025 to all stockholders of record as of August 15, 2025.

    Conference Call and Additional Information

    The Company will hold a conference call to discuss its results at 5:00 p.m. ET on Thursday, July 31, 2025. The conference call will be accessible and available for replay at investor.lpl.com/events.

    Contacts

    Investor Relations
    investor.relations@lplfinancial.com

    Media Relations
    media.relations@lplfinancial.com

    About LPL Financial

    LPL Financial Holdings Inc. (Nasdaq: LPLA) is among the fastest growing wealth management firms in the U.S. As a leader in the financial advisor-mediated marketplace(5), LPL supports over 29,000 financial advisors and the wealth management practices of approximately 1,100 financial institutions, servicing and custodying approximately $1.9 trillion in brokerage and advisory assets on behalf of approximately 7 million Americans. The firm provides a wide range of advisor affiliation models, investment solutions, fintech tools and practice management services, ensuring that advisors and institutions have the flexibility to choose the business model, services, and technology resources they need to run thriving businesses. For further information about LPL, please visit https://lpl.com/.

    Securities and advisory services offered through LPL Financial LLC (“LPL Financial”) or its affiliate LPL Enterprise, LLC (“LPL Enterprise”), both registered investment advisers and broker-dealers. Members FINRA/SIPC.

    Throughout this communication, the terms “financial advisors” and “advisors” are used to refer to registered representatives and/or investment advisor representatives affiliated with LPL Financial or LPL Enterprise.

    We routinely disclose information that may be important to shareholders in the “Investor Relations” or “Press Releases” section of our website.

    Forward-Looking Statements

    This press release contains statements regarding:

    • the expected closing of the Company’s acquisition of Commonwealth, the Company’s retention of Commonwealth advisors following the closing and Commonwealth’s future financial and operating performance;
    • the amount and timing of the onboarding of acquired, recruited or transitioned brokerage and advisory assets, including Commonwealth and First Horizon;
    • the Company’s future financial and operating results, growth, plans, priorities and business strategies, including forecasts and statements related to the Company’s ICA yield, service and fee revenue, transaction revenue, tax rate, core G&A expense, promotional expense, interest expense and income, depreciation and amortization, leverage ratio (including plans to reduce leverage), payout rate, corporate cash, run-rate EBITDA, transaction revenue, operating margin and share repurchases; and
    • future capabilities, future advisor service experience, future investments and capital deployment, including share repurchase activity and dividends, if any, and long-term shareholder value.

    These and any other statements that are not related to present facts or current conditions, or that are not purely historical, constitute forward-looking statements. They reflect the Company’s expectations and objectives as of July 31, 2025 and are not guarantees that expectations or objectives expressed or implied will be achieved. The achievement of such expectations and objectives involves risks and uncertainties that may cause actual results, levels of activity or the timing of events to differ materially from those expressed or implied by forward-looking statements. Important factors that could cause or contribute to such differences include:

    • the failure to satisfy the closing conditions applicable to the Company’s purchase agreement with Commonwealth;
    • difficulties and delays in onboarding the assets of acquired, recruited or transitioned advisors, including the receipt and timing of regulatory approvals that may be required;
    • disruptions in the businesses of the Company and Commonwealth that could make it more difficult to maintain relationships with advisors and their clients;
    • the choice by clients of acquired or recruited advisors not to open brokerage and/or advisory accounts at the Company;
    • changes in general economic and financial market conditions, including retail investor sentiment;
    • changes in interest rates and fees payable by banks participating in the Company’s client cash programs, including the Company’s success in negotiating agreements with current or additional counterparties;
    • the Company’s strategy and success in managing client cash program fees;
    • fluctuations in the levels of advisory and brokerage assets, including net new assets, and the related impact on revenue;
    • effects of competition in the financial services industry and the success of the Company in attracting and retaining financial advisors and institutions, and their ability to provide financial products and services effectively;
    • whether retail investors served by newly-recruited advisors choose to move their respective assets to new accounts at the Company;
    • changes in the growth and profitability of the Company’s fee-based offerings and asset-based revenues;
    • the effect of current, pending and future legislation, regulation and regulatory actions, including disciplinary actions imposed by federal and state regulators and self-regulatory organizations;
    • the cost of defending, settling and remediating issues related to regulatory matters or legal proceedings, including civil monetary penalties or actual costs of reimbursing customers for losses in excess of our reserves or insurance;
    • changes made to the Company’s services and pricing, including in response to competitive developments and current, pending and future legislation, regulation and regulatory actions, and the effect that such changes may have on the Company’s gross profit streams and costs;
    • the execution of the Company’s capital management plans, including its compliance with the terms of the Company’s amended and restated credit agreement, the committed revolving credit facilities of the Company and LPL Financial, and the indentures governing the Company’s senior unsecured notes;
    • strategic acquisitions and investments, including pursuant to the Company’s Liquidity & Succession solution, and the effect that such acquisitions and investments may have on the Company’s capital management plans and liquidity;
    • the price, availability and trading volumes of shares of the Company’s common stock, which will affect the timing and size of future share repurchases by the Company, if any;
    • the execution of the Company’s plans and its success in realizing the synergies, expense savings, service improvements or efficiencies expected to result from its investments, initiatives and acquisitions, expense plans and technology initiatives;
    • whether advisors affiliated with Commonwealth and First Horizon will transition registration to the Company and whether assets reported as serviced by such financial advisors will translate into assets of the Company;
    • the performance of third-party service providers to which business processes have been transitioned;
    • the Company’s ability to control operating risks, information technology systems risks, cybersecurity risks and sourcing risks; and
    • the other factors set forth in the Company’s most recent Annual Report on Form 10-K, as may be amended or updated in the Company’s Quarterly Reports on Form 10-Q or other filings with the Securities and Exchange Commission.

    Except as required by law, the Company specifically disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this earnings release, and you should not rely on statements contained herein as representing the Company’s view as of any date subsequent to the date of this press release.


    LPL Financial Holdings Inc.

    Condensed Consolidated Statements of Income
    (In thousands, except per share data)
    (Unaudited)
        Three Months Ended   Three Months Ended  
        June 30, March 31,   June 30,  
          2025     2025   Change   2024   Change
    REVENUE            
    Advisory   $ 1,717,738   $ 1,689,245   2% $ 1,288,163   33%
    Commission:            
    Sales-based     619,792     610,038   2%   423,070   46%
    Trailing     418,295     437,719   (4%)   363,976   15%
    Total commission     1,038,087     1,047,757   (1%)   787,046   32%
    Asset-based:            
    Client cash     397,332     392,031   1%   341,475   16%
    Other asset-based     305,015     303,210   1%   259,533   18%
    Total asset-based     702,347     695,241   1%   601,008   17%
    Service and fee     151,839     145,199   5%   135,000   12%
    Interest income, net     76,941     43,851   75%   47,478   62%
    Transaction     60,541     67,864   (11%)   58,935   3%
    Other     87,532     (19,150 ) n/m   14,139   n/m
        Total revenue     3,835,025     3,670,007   4%   2,931,769   31%
    EXPENSE            
    Advisory and commission     2,483,165     2,353,925   5%   1,819,027   37%
    Compensation and benefits     319,100     305,546   4%   274,000   16%
    Promotional     177,552     145,645   22%   136,125   30%
    Interest expense on borrowings     105,636     85,862   23%   64,341   64%
    Depreciation and amortization     96,231     92,356   4%   70,999   36%
    Occupancy and equipment     81,443     77,240   5%   69,529   17%
    Amortization of other intangibles     46,103     43,521   6%   30,607   51%
    Brokerage, clearing and exchange     43,290     44,138   (2%)   32,984   31%
    Professional services     41,092     36,326   13%   22,100   86%
    Communications and data processing     21,417     19,506   10%   19,406   10%
    Other     51,192     48,689   5%   62,580   (18%)
        Total expense     3,466,221     3,252,754   7%   2,601,698   33%
    INCOME BEFORE PROVISION FOR INCOME TAXES     368,804     417,253   (12%)   330,071   12%
    PROVISION FOR INCOME TAXES     95,555     98,680   (3%)   86,271   11%
    NET INCOME   $ 273,249   $ 318,573   (14%) $ 243,800   12%
    EARNINGS PER SHARE            
    Earnings per share, basic   $ 3.42   $ 4.27   (20%) $ 3.26   5%
    Earnings per share, diluted   $ 3.40   $ 4.24   (20%) $ 3.23   5%
    Weighted-average shares outstanding, basic     79,984     74,600   7%   74,725   7%
    Weighted-average shares outstanding, diluted     80,373     75,112   7%   75,548   6%
    LPL Financial Holdings Inc.
    Condensed Consolidated Statements of Income
    (In thousands, except per share data)
    (Unaudited)
        Six Months Ended  
        June 30,  
          2025     2024   Change
    REVENUE        
    Advisory   $ 3,406,983   $ 2,487,974   37%
    Commission:        
    Sales-based     1,229,830     808,305   52%
    Trailing     856,014     725,187   18%
    Total commission     2,085,844     1,533,492   36%
    Asset-based:        
    Client cash     789,363     693,857   14%
    Other asset-based     608,225     507,872   20%
    Total asset-based     1,397,588     1,201,729   16%
    Service and fee     297,038     267,172   11%
    Transaction     128,405     116,193   11%
    Interest income, net     120,792     91,003   33%
    Other     68,382     66,799   2%
        Total revenue     7,505,032     5,764,362   30%
    EXPENSE        
    Advisory and commission     4,837,090     3,552,514   36%
    Compensation and benefits     624,646     548,369   14%
    Promotional     323,197     262,744   23%
    Interest expense on borrowings     191,498     124,423   54%
    Depreciation and amortization     188,587     138,157   37%
    Occupancy and equipment     158,683     135,793   17%
    Amortization of other intangibles     89,624     60,159   49%
    Brokerage, clearing and exchange     87,428     63,516   38%
    Professional services     77,418     35,379   119%
    Communications and data processing     40,923     39,150   5%
    Other     99,881     99,895   —%
        Total expense     6,718,975     5,060,099   33%
    INCOME BEFORE PROVISION FOR INCOME TAXES     786,057     704,263   12%
    PROVISION FOR INCOME TAXES     194,235     171,699   13%
    NET INCOME   $ 591,822   $ 532,564   11%
    EARNINGS PER SHARE        
    Earnings per share, basic   $ 7.66   $ 7.13   7%
    Earnings per share, diluted   $ 7.61   $ 7.05   8%
    Weighted-average shares outstanding, basic     77,307     74,644   4%
    Weighted-average shares outstanding, diluted     77,760     75,529   3%
    LPL Financial Holdings Inc.
    Condensed Consolidated Statements of Financial Condition
    (In thousands, except share data)
    (Unaudited)
        June 30, 2025 March 31, 2025 December 31, 2024
    ASSETS
    Cash and equivalents   $ 4,185,337   $ 1,229,181   $ 967,079  
    Cash and equivalents segregated under federal or other regulations     1,611,200     1,513,037     1,597,249  
    Restricted cash     116,675     112,458     119,724  
    Receivables from clients, net     710,463     613,766     633,834  
    Receivables from brokers, dealers and clearing organizations     129,490     112,249     76,545  
    Advisor loans, net     2,536,190     2,468,033     2,281,088  
    Other receivables, net     951,063     939,411     902,777  
    Investment securities ($124,639, $122,729, and $42,267 at fair value at June 30, 2025, March 31, 2025, and December 31, 2024, respectively)     139,962     138,007     57,481  
    Property and equipment, net     1,278,991     1,237,693     1,210,027  
    Goodwill     2,213,393     2,213,100     2,172,873  
    Other intangibles, net     1,641,133     1,570,558     1,482,988  
    Other assets     1,959,779     1,815,729     1,815,739  
    Total assets   $ 17,473,676   $ 13,963,222   $ 13,317,404  
    LIABILITIES AND STOCKHOLDERS’ EQUITY
    LIABILITIES:        
    Client payables   $ 2,090,520   $ 2,045,285   $ 1,898,665  
    Payables to brokers, dealers and clearing organizations     273,593     252,035     129,228  
    Accrued advisory and commission expenses payable     303,614     303,837     323,996  
    Corporate debt and other borrowings, net     7,175,032     5,686,678     5,494,724  
    Accounts payable and accrued liabilities     556,086     479,803     588,450  
    Other liabilities     2,000,415     2,071,801     1,951,739  
    Total liabilities     12,399,260     10,839,439     10,386,802  
    STOCKHOLDERS’ EQUITY:        
    Common stock, $0.001 par value; 600,000,000 shares authorized; 136,603,206, 131,194,549, and 130,914,541 shares issued at June 30, 2025, March 31, 2025, and December 31, 2024, respectively     136     131     131  
    Additional paid-in capital     3,787,009     2,089,155     2,066,268  
    Treasury stock, at cost — 56,599,471, 56,611,181, and 56,253,909 shares at June 30, 2025, March 31, 2025, and December 31, 2024, respectively     (4,332,275 )   (4,331,582 )   (4,202,322 )
    Retained earnings     5,619,546     5,366,079     5,066,525  
    Total stockholders’ equity     5,074,416     3,123,783     2,930,602  
    Total liabilities and stockholders’ equity   $ 17,473,676   $ 13,963,222   $ 13,317,404  
    LPL Financial Holdings Inc.
    Management’s Statements of Operations
    (In thousands, except per share data)
    (Unaudited)
    Certain information in this release is presented as reviewed by the Company’s management and includes information derived from the Company’s unaudited condensed consolidated statements of income, non-GAAP financial measures and operational and performance metrics. For information on non-GAAP financial measures, please see the section titled“Non-GAAP Financial Measures”in this release.

        Quarterly Results
        Q2 2025 Q1 2025 Change Q2 2024 Change
    Gross Profit(6)            
    Advisory   $ 1,717,738   $ 1,689,245   2% $ 1,288,163   33%
    Trailing commissions     418,295     437,719   (4%)   363,976   15%
    Sales-based commissions     619,792     610,038   2%   423,070   46%
    Advisory fees and commissions     2,755,825     2,737,002   1%   2,075,209   33%
    Production-based payout(7)     (2,406,692 )   (2,374,368 ) 1%   (1,812,050 ) 33%
    Advisory fees and commissions, net of payout     349,133     362,634   (4%)   263,159   33%
    Client cash(8)     413,516     408,224   1%   361,316   14%
    Other asset-based(9)     305,015     303,210   1%   259,533   18%
    Service and fee     151,839     145,199   5%   135,000   12%
    Transaction     60,541     67,864   (11%)   58,935   3%
    Interest income, net(10)     60,738     27,637   120%   27,618   120%
    Other revenue(11)     6,785     2,023   n/m   6,621   2%
    Total net advisory fees and commissions and attachment revenue     1,347,567     1,316,791   2%   1,112,182   21%
    Brokerage, clearing and exchange expense     (43,290 )   (44,138 ) (2%)   (32,984 ) 31%
    Gross Profit(6)     1,304,277     1,272,653   2%   1,079,198   21%
    G&A Expense            
    Core G&A(12)     425,595     413,069   3%   370,912   15%
    Regulatory charges     7,267     6,887   6%   7,594   (4%)
    Promotional (ongoing)(13)(14)     163,575     151,932   8%   147,830   11%
    Acquisition costs excluding interest(14)     71,562     43,407   65%   36,876   94%
    Employee share-based compensation     19,504     18,366   6%   19,968   (2%)
    Total G&A     687,503     633,661   8%   583,180   18%
    EBITDA(15)     616,774     638,992   (3%)   496,018   24%
    Depreciation and amortization     96,231     92,356   4%   70,999   36%
    Amortization of other intangibles     46,103     43,521   6%   30,607   51%
    Interest expense on borrowings(16)     102,323     80,725   27%   64,341   59%
    Acquisition costs – interest(14)     3,313     5,137   (36%)     100%
    INCOME BEFORE PROVISION FOR INCOME TAXES     368,804     417,253   (12%)   330,071   12%
    PROVISION FOR INCOME TAXES     95,555     98,680   (3%)   86,271   11%
    NET INCOME   $ 273,249   $ 318,573   (14%) $ 243,800   12%
    Earnings per share, diluted   $ 3.40   $ 4.24   (20%) $ 3.23   5%
    Weighted-average shares outstanding, diluted     80,373     75,112   7%   75,548   6%
    Adjusted EBITDA(15)   $ 688,336   $ 682,399   1% $ 532,894   29%
    Adjusted pre-tax income(17)   $ 489,782   $ 509,318   (4%) $ 397,554   23%
    Adjusted EPS(18)   $ 4.51   $ 5.15   (12%) $ 3.88   16%
    LPL Financial Holdings Inc.
    Operating Metrics
    (Dollars in billions, except where noted)
    (Unaudited)
        Q2 2025 Q1 2025 Change Q2 2024 Change
    Market Drivers            
    S&P 500 Index (end of period)     6,205     5,612   11%   5,460   14%
    Russell 2000 Index (end of period)     2,175     2,012   8%   2,048   6%
    Fed Funds daily effective rate (average bps)     433     433   —bps   533   (100bps)
                 
    Advisory and Brokerage Assets(19)            
    Advisory assets   $ 1,060.7   $ 977.4   9% $ 829.1   28%
    Brokerage assets     858.5     817.5   5%   668.7   28%
    Total Advisory and Brokerage Assets   $ 1,919.2   $ 1,794.9   7% $ 1,497.8   28%
    Advisory as a % of Total Advisory and Brokerage Assets     55.3 %   54.5 % 80bps   55.4 % (10bps)
                 
    Assets by Platform            
    Corporate advisory assets(20)   $ 766.4   $ 699.1   10% $ 567.8   35%
    Independent RIA advisory assets(20)     294.3     278.3   6%   261.3   13%
    Brokerage assets     858.5     817.5   5%   668.7   28%
    Total Advisory and Brokerage Assets   $ 1,919.2   $ 1,794.9   7% $ 1,497.8   28%
                 
    Centrally Managed Assets            
    Centrally managed assets(21)   $ 183.5   $ 164.4   12% $ 126.9   45%
    Centrally Managed as a % of Total Advisory Assets     17.3 %   16.8 % 50bps   15.3 % 200bps
    LPL Financial Holdings Inc.
    Operating Metrics
    (Dollars in billions, except where noted)
    (Unaudited)
        Q2 2025 Q1 2025 Change Q2 2024 Change
    Organic Net New Assets (NNA)(22)            
    Organic net new advisory assets   $ 23.1   $ 35.7   n/m $ 26.6   n/m
    Organic net new brokerage assets     (2.6 )   35.2   n/m   2.5   n/m
    Total Organic Net New Assets   $ 20.5   $ 70.9   n/m $ 29.0   n/m
                 
    Acquired Net New Assets(22)            
    Acquired net new advisory assets   $   $ 1.9   n/m $ 0.3   n/m
    Acquired net new brokerage assets         6.0   n/m   4.8   n/m
    Total Acquired Net New Assets   $   $ 7.9   n/m $ 5.0   n/m
                 
    Total Net New Assets(22)            
    Net new advisory assets   $ 23.1   $ 37.6   n/m $ 26.8   n/m
    Net new brokerage assets     (2.6 )   41.2   n/m   7.2   n/m
    Total Net New Assets   $ 20.5   $ 78.8   n/m $ 34.0   n/m
                 
    Net brokerage to advisory conversions(23)   $ 6.4   $ 5.9   n/m $ 3.7   n/m
    Organic advisory NNA annualized growth(24)     9.5 %   14.9 % n/m   13.4 % n/m
    Total organic NNA annualized growth(24)     4.6 %   16.3 % n/m   8.1 % n/m
                 
    Net New Advisory Assets(22)            
    Corporate RIA net new advisory assets   $ 24.8   $ 31.7   n/m $ 23.4   n/m
    Independent RIA net new advisory assets     (1.7 )   5.9   n/m   3.4   n/m
    Total Net New Advisory Assets   $ 23.1   $ 37.6   n/m $ 26.8   n/m
    Centrally managed net new advisory assets(22)   $ 6.1   $ 6.5   n/m $ 4.4   n/m
                 
    Net buy (sell) activity(25)   $ 36.6   $ 42.0   n/m $ 39.3   n/m
    Note: Totals may not foot due to rounding.
    LPL Financial Holdings Inc.
    Client Cash Data
    (Dollars in thousands, except where noted)
    (Unaudited)
        Q2 2025 Q1 2025 Change Q2 2024 Change
    Client Cash Balances (in billions)(26)            
    Insured cash account sweep   $ 34.2   $ 36.1   (5%) $ 31.0   10%
    Deposit cash account sweep     10.8     10.7   1%   9.2   17%
    Total Bank Sweep     44.9     46.8   (4%)   40.2   12%
    Money market sweep     3.7     4.3   (14%)   2.3   61%
    Total Client Cash Sweep Held by Third Parties     48.6     51.1   (5%)   42.5   14%
    Client cash account (CCA)     2.0     1.9   5%   1.5   33%
    Total Client Cash Balances   $ 50.6   $ 53.1   (5%) $ 44.0   15%
    Client Cash Balances as a % of Total Assets     2.6 %   3.0 % (40bps)   2.9 % (30bps)
    Note: Totals may not foot due to rounding.
      Three Months Ended
      June 30, 2025 March 31, 2025 June 30, 2024
    Interest-Earnings Assets Average Balance (in billions) Revenue Net Yield (bps)(27) Average Balance (in billions) Revenue Net Yield (bps)(27) Average Balance (in billions) Revenue Net Yield (bps)(27)
    Insured cash account sweep $ 34.4 $ 293,420 342 $ 36.0 $ 299,618 337 $ 31.7 $ 250,804 318
    Deposit cash account sweep   10.7   101,298 381   10.2   89,728 356   9.0   89,070 399
    Total Bank Sweep   45.1   394,718 351   46.2   389,346 341   40.7   339,874 336
    Money market sweep   4.0   2,614 26   4.1   2,685 26   2.3   1,601 28
    Total Client Cash Held ByThird Parties   49.1   397,332 325   50.4   392,031 316   43.0   341,475 320
    Client cash account (CCA)   1.7   16,184 378   1.8   16,193 368   1.7   19,841 472
    Total Client Cash   50.8   413,516 326   52.2   408,224 317   44.7   361,316 326
    Margin receivables   0.6   12,080 807   0.6   11,444 789   0.5   10,521 889
    Other interest revenue   4.4   48,658 448   1.3   16,193 512   1.3   17,097 545
    Total Client Cash andInterest Income, Net $ 55.8 $ 474,254 341 $ 54.0 $ 435,861 327 $ 46.5 $ 388,934 337
    Note: Totals may not foot due to rounding.
    LPL Financial Holdings Inc.
    Monthly Metrics
    (Dollars in billions, except where noted)
    (Unaudited)
        June 2025 May 2025 Change April 2025 March 2025
    Advisory and Brokerage Assets(19)            
    Advisory assets   $ 1,060.7   $ 1,021.6   4% $ 978.6   $ 977.4  
    Brokerage assets     858.5     832.9   3%   809.4     817.5  
    Total Advisory and Brokerage Assets   $ 1,919.2   $ 1,854.5   3% $ 1,787.9   $ 1,794.9  
                 
    Organic Net New Assets (NNA)(22)            
    Organic net new advisory assets   $ 7.9   $ 8.3   n/m $ 6.9   $ 12.7  
    Organic net new brokerage assets     0.1     (1.8 ) n/m   (0.8 )   0.5  
    Total Organic Net New Assets   $ 8.0   $ 6.5   n/m $ 6.1   $ 13.1  
                 
    Acquired Net New Assets(22)            
    Acquired net new advisory assets   $   $   n/m $   $ 1.8  
    Acquired net new brokerage assets           n/m       5.3  
    Total Acquired Net New Assets   $   $   n/m $   $ 7.1  
                 
    Total Net New Assets(22)            
    Net new advisory assets   $ 7.9   $ 8.3   n/m $ 6.9   $ 14.5  
    Net new brokerage assets     0.1     (1.8 ) n/m   (0.8 )   5.8  
    Total Net New Assets   $ 8.0   $ 6.5   n/m $ 6.1   $ 20.2  
    Net brokerage to advisory conversions(23)   $ 2.4   $ 2.2   n/m $ 1.7   $ 1.9  
                 
    Client Cash Balances(26)            
    Insured cash account sweep   $ 34.2   $ 33.4   2% $ 35.2   $ 36.1  
    Deposit cash account sweep     10.8     10.6   2%   10.7     10.7  
    Total Bank Sweep     44.9     44.0   2%   45.9     46.8  
    Money market sweep     3.7     3.9   (5%)   4.2     4.3  
    Total Client Cash Sweep Held by Third Parties     48.6     47.9   1%   50.2     51.1  
    Client cash account (CCA)     2.0     1.3   54%   1.6     1.9  
    Total Client Cash Balances   $ 50.6   $ 49.2   3% $ 51.8   $ 53.1  
                 
    Net buy (sell) activity(25)   $ 12.7   $ 13.5   n/m $ 10.4   $ 13.2  
                 
    Market Drivers            
    S&P 500 Index (end of period)     6,205     5,912   5%   5,569     5,612  
    Russell 2000 Index (end of period)     2,175     2,066   5%   1,964     2,012  
    Fed Funds effective rate (average bps)     433     433   —bps   433     433  
    Note: Totals may not foot due to rounding.
    LPL Financial Holdings Inc.
    Financial Measures
    (Dollars in thousands, except where noted)
    (Unaudited)
        Q2 2025 Q1 2025 Change Q2 2024 Change
    Commission Revenue by Product            
    Annuities   $ 629,763   $ 615,594   2% $ 469,100   34%
    Mutual funds     223,317     233,895   (5%)   187,432   19%
    Fixed income     53,014     61,553   (14%)   53,192   —%
    Equities     47,811     49,074   (3%)   34,434   39%
    Other     84,182     87,641   (4%)   42,888   96%
    Total commission revenue   $ 1,038,087   $ 1,047,757   (1%) $ 787,046   32%
                 
    Commission Revenue by Sales-based and Trailing                    
    Sales-based commissions            
    Annuities   $ 393,654   $ 365,767   8% $ 260,188   51%
    Mutual funds     52,301     55,607   (6%)   42,981   22%
    Fixed income     53,014     61,553   (14%)   53,192   —%
    Equities     47,811     49,074   (3%)   34,434   39%
    Other     73,012     78,037   (6%)   32,275   126%
    Total sales-based commissions   $ 619,792   $ 610,038   2% $ 423,070   46%
    Trailing commissions            
    Annuities   $ 236,109   $ 249,827   (5%) $ 208,912   13%
    Mutual funds     171,016     178,288   (4%)   144,451   18%
    Other     11,170     9,604   16%   10,613   5%
    Total trailing commissions   $ 418,295   $ 437,719   (4%) $ 363,976   15%
    Total commission revenue   $ 1,038,087   $ 1,047,757   (1%) $ 787,046   32%
                 
    Payout Rate(7)     87.33 %   86.75 % 58bps   87.32 % 1bps
    LPL Financial Holdings Inc.
    Capital Management Measures
    (Dollars in thousands, except where noted)
    (Unaudited)
        Q2 2025 Q1 2025 Q4 2024
    Cash and equivalents   $ 4,185,337   $ 1,229,181   $ 967,079  
    Cash at regulated subsidiaries     (1,288,722 )   (1,085,459 )   (884,779 )
    Excess cash at regulated subsidiaries per the Credit Agreement     720,359     476,908     397,138  
    Corporate Cash(2)   $ 3,616,974   $ 620,630   $ 479,438  
             
    Corporate Cash(2)        
    Cash at LPL Holdings, Inc.   $ 2,841,718   $ 104,080   $ 39,782  
    Excess cash at regulated subsidiaries per the Credit Agreement     720,359     476,908     397,138  
    Cash at non-regulated subsidiaries     54,897     39,642     42,518  
    Corporate Cash   $ 3,616,974   $ 620,630   $ 479,438  
             
    Leverage Ratio        
    Total debt   $ 7,220,000   $ 5,720,000   $ 5,517,000  
    Total corporate cash     3,616,974     620,630     479,438  
    Credit Agreement Net Debt   $ 3,603,026   $ 5,099,370   $ 5,037,562  
    Credit Agreement EBITDA (trailing twelve months)(28)   $ 2,922,433   $ 2,797,285   $ 2,665,033  
    Leverage Ratio     1.23 x   1.82 x   1.89 x
        June 30, 2025  
    Total Debt   Balance Current Applicable Margin Interest Rate Maturity
    Revolving Credit Facility(a)   $   ABR+37.5 bps / SOFR+147.5 bps 5.797 % 5/20/2029
    Broker-Dealer Revolving Credit Facility       SOFR+125 bps 5.700 % 5/18/2026
    Senior Unsecured Term Loan A     1,020,000   SOFR+147.5 bps(b) 5.791 % 12/5/2026
    Senior Unsecured Notes     500,000   5.700% Fixed 5.700 % 5/20/2027
    Senior Unsecured Notes     400,000   4.625% Fixed 4.625 % 11/15/2027
    Senior Unsecured Notes     500,000   4.900% Fixed 4.900 % 4/3/2028
    Senior Unsecured Notes     750,000   6.750% Fixed 6.750 % 11/17/2028
    Senior Unsecured Notes     900,000   4.000% Fixed 4.000 % 3/15/2029
    Senior Unsecured Notes     750,000   5.200% Fixed 5.200 % 3/15/2030
    Senior Unsecured Notes     500,000   5.150% Fixed 5.150 % 6/15/2030
    Senior Unsecured Notes     400,000   4.375% Fixed 4.375 % 5/15/2031
    Senior Unsecured Notes     500,000   6.000% Fixed 6.000 % 5/20/2034
    Senior Unsecured Notes     500,000   5.650% Fixed 5.650 % 3/15/2035
    Senior Unsecured Notes     500,000   5.750% Fixed 5.750 % 6/15/2035
    Total / Weighted Average   $ 7,220,000     5.352 %  
    (a) Unsecured borrowing capacity of $2.25 billion at LPL Holdings, Inc.
    (b) The SOFR rate option is a one-month SOFR rate and subject to an interest rate floor of 0 bps.
    LPL Financial Holdings Inc.
    Key Business and Financial Metrics
    (Dollars in thousands, except where noted)
    (Unaudited)
        Q2 2025 Q1 2025 Change Q2 2024 Change
    Business Metrics            
    Advisors     29,353     29,493   —%   23,462   25%
    Net new advisors     (140 )   605   (123%)   578   (124%)
    Annualized advisory fees and commissions per advisor(29)   $ 375   $ 375   —% $ 358   5%
    Average total assets per advisor ($ in millions)(30)   $ 65.4   $ 60.9   7% $ 63.8   3%
    Transition assistance loan amortization ($ in millions)(31)   $ 89.4   $ 81.8   9% $ 61.9   44%
    Total client accounts (in millions)     10.5     10.4   1%   8.6   22%
    Recruited AUM ($ in billions)     18.4     38.6   (52%)   24.3   (24%)
                 
    Employees(32)     9,389     9,097   3%   8,625   9%
                 
    AUM retention rate (quarterly annualized)(33)     97.6 %   98.2 % (60bps)   98.4 % (80bps)
                 
    Capital Management            
    Capital expenditures ($ in millions)(34)   $ 137.0   $ 119.5   15% $ 128.9   6%
     Acquisitions, net ($ in millions)(35)   $ 102.8   $ 95.1   8% $ 115.1   n/m
                 
    Share repurchases ($ in millions)   $   $ 100.0   (100%) $   —%
    Dividends ($ in millions)     24.0     22.4   7%   22.4   7%
    Total Capital Returned ($ in millions)   $ 24.0   $ 122.4   (80%) $ 22.4   7%


    Non-GAAP Financial Measures

    Management believes that presenting certain non-GAAP financial measures by excluding or including certain items can be helpful to investors and analysts who may wish to use this information to analyze the Company’s current performance, prospects and valuation. Management uses this non-GAAP information internally to evaluate operating performance and in formulating the budget for future periods. Management believes that the non-GAAP financial measures and metrics discussed below are appropriate for evaluating the performance of the Company.

    Adjusted EPS and Adjusted net income

    Adjusted EPS is defined as adjusted net income, a non-GAAP measure defined as net income plus the after-tax impact of amortization of other intangibles and acquisition costs, divided by the weighted average number of diluted shares outstanding for the applicable period. The Company presents adjusted net income and adjusted EPS because management believes that these metrics can provide investors with useful insight into the Company’s core operating performance by excluding non-cash items, acquisition costs, and certain other charges that management does not believe impact the Company’s ongoing operations. Adjusted net income and adjusted EPS are not measures of the Company’s financial performance under GAAP and should not be considered as alternatives to net income, earnings per diluted share or any other performance measure derived in accordance with GAAP. For a reconciliation of net income and earnings per diluted share to adjusted net income and adjusted EPS, please see the endnote disclosures in this release.

    Gross profit

    Gross profit is calculated as total revenue less advisory and commission expense; brokerage, clearing and exchange expense; and market fluctuations on employee deferred compensation. All other expense categories, including depreciation and amortization of property and equipment and amortization of other intangibles, are considered general and administrative in nature. Because the Company’s gross profit amounts do not include any depreciation and amortization expense, the Company considers gross profit to be a non-GAAP financial measure that may not be comparable to similar measures used by others in its industry. Management believes that gross profit can provide investors with useful insight into the Company’s core operating performance before indirect costs that are general and administrative in nature. For a calculation of gross profit, please see the endnote disclosures in this release.

    Core G&A

    Core G&A consists of total expense less the following expenses: advisory and commission; depreciation and amortization; interest expense on borrowings; brokerage, clearing and exchange; amortization of other intangibles; market fluctuations on employee deferred compensation; promotional (ongoing); employee share-based compensation; regulatory charges; and acquisition costs. Management presents core G&A because it believes core G&A reflects the corporate expense categories over which management can generally exercise a measure of control, compared with expense items over which management either cannot exercise control, such as advisory and commission, or which management views as promotional expense necessary to support advisor growth and retention, including conferences and transition assistance. Core G&A is not a measure of the Company’s total expense as calculated in accordance with GAAP. For a reconciliation of the Company’s total expense to core G&A, please see the endnote disclosures in this release. The Company does not provide an outlook for its total expense because it contains expense components, such as advisory and commission, that are market-driven and over which the Company cannot exercise control. Accordingly, a reconciliation of the Company’s outlook for total expense to an outlook for core G&A cannot be made available without unreasonable effort.

    EBITDA and Adjusted EBITDA

    EBITDA is defined as net income plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles. Adjusted EBITDA is defined as EBITDA, a non-GAAP measure, plus acquisition costs. The Company presents EBITDA and adjusted EBITDA because management believes that they can be useful financial metrics in understanding the Company’s earnings from operations. EBITDA and adjusted EBITDA are not measures of the Company’s financial performance under GAAP and should not be considered as alternatives to net income or any other performance measure derived in accordance with GAAP. For a reconciliation of net income to EBITDA and adjusted EBITDA, please see the endnote disclosures in this release.

    Adjusted pre-tax income

    Adjusted pre-tax income is defined as income before provision for income taxes plus amortization of other intangibles and acquisition costs. The Company presents adjusted pre-tax income because management believes that it can provide investors with useful insight into the Company’s core operating performance by excluding non-cash items, acquisition costs, and certain other charges that management does not believe impact the Company’s ongoing operations. Adjusted pre-tax income is not a measure of the Company’s financial performance under GAAP and should not be considered as an alternative to income before provision for income taxes or any other performance measure derived in accordance with GAAP. For a reconciliation of income before provision for income taxes to adjusted pre-tax income, please see the endnote disclosures in this release.

    Credit Agreement EBITDA

    Credit Agreement EBITDA is defined in, and calculated by management in accordance with, the Company’s amended and restated credit agreement (“Credit Agreement”) as “Consolidated EBITDA,” which is Consolidated Net Income (as defined in the Credit Agreement) plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles, and is further adjusted to exclude certain non-cash charges and other adjustments, and to include future expected cost savings, operating expense reductions or other synergies from certain transactions. The Company presents Credit Agreement EBITDA because management believes that it can be a useful financial metric in understanding the Company’s debt capacity and covenant compliance under its Credit Agreement. Credit Agreement EBITDA is 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. For a reconciliation of net income to Credit Agreement EBITDA, please see the endnote disclosures in this release.

    Endnote Disclosures

    (1) Represents the estimated total advisory and brokerage assets expected to transition to the Company’s primary broker-dealer subsidiary, LPL Financial, in connection with advisors who transferred their licenses to LPL Financial during the period. The estimate is based on prior business reported by the advisors, which has not been independently and fully verified by LPL Financial. The actual transition of assets to LPL Financial generally occurs over several quarters and the actual amount transitioned may vary from the estimate.

    (2) Corporate cash, a component of cash and equivalents, is the sum of cash and equivalents from the following: (1) cash and equivalents held at LPL Holdings, Inc., (2) cash and equivalents held at regulated subsidiaries as defined by the Company’s Credit Agreement, which include LPL Financial, LPL Enterprise, LLC, The Private Trust Company, N.A. and certain of Atria’s introducing broker-dealer subsidiaries, in excess of the capital requirements of the Company’s Credit Agreement and (3) cash and equivalents held at non-regulated subsidiaries.

    (3) Compliance with the Leverage Ratio is only required under the Company’s revolving credit facility.

    (4) Based on unaudited information of Commonwealth for the quarter ended June 30, 2025.

    (5) The Company was named a Top RIA custodian (Cerulli Associates, 2024 U.S. RIA Marketplace Report); No. 1 Independent Broker-Dealer in the U.S. (based on total revenues, Financial Planning magazine 1996-2022); and, among third-party providers of brokerage services to banks and credit unions, No. 1 in AUM Growth from Financial Institutions; No. 1 in Market Share of AUM from Financial Institutions; No. 1 in Market Share of Revenue from Financial Institutions; No. 1 on Financial Institution Market Share; No. 1 on Share of Advisors (2021-2022 Kehrer Bielan Research and Consulting Annual TPM Report). Fortune 500 as of June 2021.

    (6) Gross profit is a non-GAAP financial measure. Please see a description of gross profit under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a calculation of gross profit for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    Total revenue   $ 3,835,025   $ 3,670,007   $ 2,931,769  
    Advisory and commission expense     2,483,165     2,353,925     1,819,027  
    Brokerage, clearing and exchange expense     43,290     44,138     32,984  
    Employee deferred compensation     4,293     (709 )   560  
    Gross profit   $ 1,304,277   $ 1,272,653   $ 1,079,198  

    (7) Production-based payout is a financial measure calculated as advisory and commission expense plus (less) advisor deferred compensation. The payout rate is calculated by dividing the production-based payout by total advisory and commission revenue. Below is a reconciliation of the Company’s advisory and commission expense to the production-based payout and a calculation of the payout rate for the periods presented (in thousands, except payout rate):

        Q2 2025 Q1 2025 Q2 2024
    Advisory and commission expense   $ 2,483,165   $ 2,353,925   $ 1,819,027  
    Plus (Less): Advisor deferred compensation     (76,473 )   20,443     (6,977 )
    Production-based payout   $ 2,406,692   $ 2,374,368   $ 1,812,050  
             
    Advisory and commission revenue   $ 2,755,825   $ 2,737,002   $ 2,075,209  
             
    Payout rate     87.33 %   86.75 %   87.32 %

    (8) Below is a reconciliation of client cash revenue per Management’s Statements of Operations to client cash revenue, a component of asset-based revenue, on the Company’s condensed consolidated statements of income for the periods presented (in thousands):

             
        Q2 2025 Q1 2025 Q2 2024
    Client cash on Management’s Statement of Operations   $ 413,516   $ 408,224   $ 361,316  
    Interest income on CCA balances segregated under federal or other regulations(10)     (16,184 )   (16,193 )   (19,841 )
    Client cash on Condensed Consolidated Statements of Income   $ 397,332   $ 392,031   $ 341,475  

    (9) Consists of revenue from the Company’s sponsorship programs with financial product manufacturers, omnibus processing and networking services but does not include fees from client cash programs.

    (10) Below is a reconciliation of interest income, net per Management’s Statements of Operations to interest income, net on the Company’s condensed consolidated statements of income for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    Interest income, net on Management’s Statement of Operations   $ 60,738   $ 27,637     27,618  
    Interest income on CCA balances segregated under federal or other regulations(8)     16,184     16,193     19,841  
    Interest income on deferred compensation     19     21     19  
    Interest income, net on Condensed Consolidated Statements of Income   $ 76,941   $ 43,851   $ 47,478  

    (11) Below is a reconciliation of other revenue per Management’s Statements of Operations to other revenue on the Company’s condensed consolidated statements of income for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    Other revenue on Management’s Statement of Operations   $ 6,785   $ 2,023   $ 6,621  
    Interest income on deferred compensation     (19 )   (21 )   (19 )
    Deferred compensation     80,766     (21,152 )   7,537  
    Other revenue on Condensed Consolidated Statements of Income   $ 87,532   $ (19,150 ) $ 14,139  

    (12) Core G&A is a non-GAAP financial measure. Please see a description of core G&A under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a reconciliation of the Company’s total expense to core G&A for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    Core G&A Reconciliation        
    Total expense   $ 3,466,221   $ 3,252,754   $ 2,601,698  
    Advisory and commission     (2,483,165 )   (2,353,925 )   (1,819,027 )
    Depreciation and amortization     (96,231 )   (92,356 )   (70,999 )
    Interest expense on borrowings(16)     (105,636 )   (85,862 )   (64,341 )
    Brokerage, clearing and exchange     (43,290 )   (44,138 )   (32,984 )
    Amortization of other intangibles     (46,103 )   (43,521 )   (30,607 )
    Employee deferred compensation     (4,293 )   709     (560 )
    Total G&A     687,503     633,661     583,180  
    Promotional (ongoing)(13)(14)     (163,575 )   (151,932 )   (147,830 )
    Acquisition costs excluding interest(14)     (71,562 )   (43,407 )   (36,876 )
    Employee share-based compensation     (19,504 )   (18,366 )   (19,968 )
    Regulatory charges     (7,267 )   (6,887 )   (7,594 )
    Core G&A   $ 425,595   $ 413,069   $ 370,912  

    (13) Promotional (ongoing) includes $21.2 million, $14.8 million and $12.2 million for the three months ended June 30, 2025, March 31, 2025 and June 30, 2024, respectively, of support costs related to full-time employees that are classified within Compensation and benefits expense in the condensed consolidated statements of income and excludes costs that have been incurred as part of acquisitions that have been classified within acquisition costs.

    (14) Acquisition costs include the costs to setup, onboard and integrate acquired entities and other costs that were incurred as a result of the acquisitions. The below table summarizes the primary components of acquisition costs for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    Acquisition costs        
    Change in fair value of contingent consideration(36)   $ 309   $ 6,594   $ 24,624  
    Compensation and benefits     16,054     17,417     6,827  
    Professional services     11,057     6,145     3,567  
    Promotional(13)     35,198     8,538     539  
    Interest(16)     3,313     5,137      
    Other     8,944     4,713     1,319  
    Acquisition costs   $ 74,875   $ 48,544   $ 36,876  

    (15) EBITDA and adjusted EBITDA are non-GAAP financial measures. Please see a description of EBITDA and adjusted EBITDA under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a reconciliation of net income to EBITDA and adjusted EBITDA for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    EBITDA and adjusted EBITDA Reconciliation        
    Net income   $ 273,249   $ 318,573   $ 243,800  
    Interest expense on borrowings(16)     105,636     85,862     64,341  
    Provision for income taxes     95,555     98,680     86,271  
    Depreciation and amortization     96,231     92,356     70,999  
    Amortization of other intangibles     46,103     43,521     30,607  
    EBITDA   $ 616,774   $ 638,992   $ 496,018  
    Acquisition costs excluding interest(14)     71,562     43,407     36,876  
    Adjusted EBITDA   $ 688,336   $ 682,399   $ 532,894  

    (16) Below is a reconciliation of interest expense on borrowings per Management’s Statements of Operations to interest expense on borrowings on the Company’s condensed consolidated statements of income for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    Interest expense on borrowings on Management’s Statement of Operations   $ 102,323   $ 80,725   $ 64,341  
    Cost of debt issuance related to Commonwealth acquisition(14)     3,313     5,137      
    Interest expense on borrowings on Condensed Consolidated Statements of Income   $ 105,636   $ 85,862   $ 64,341  

    (17) Adjusted pre-tax income is a non-GAAP financial measure. Please see a description of adjusted pre-tax income under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a reconciliation of income before provision for income taxes to adjusted pre-tax income for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    Income before provision for income taxes   $ 368,804   $ 417,253   $ 330,071  
    Amortization of other intangibles     46,103     43,521     30,607  
    Acquisition costs(14)     74,875     48,544     36,876  
    Adjusted pre-tax income   $ 489,782   $ 509,318   $ 397,554  

    (18) Adjusted net income and adjusted EPS are non-GAAP financial measures. Please see a description of adjusted net income and adjusted EPS under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a reconciliation of net income and earnings per diluted share to adjusted net income and adjusted EPS for the periods presented (in thousands, except per share data):

        Q2 2025 Q1 2025 Q2 2024
        Amount Per Share Amount Per Share Amount Per Share
    Net income / earnings per diluted share   $ 273,249   $ 3.40   $ 318,573   $ 4.24   $ 243,800   $ 3.23  
    Amortization of other intangibles     46,103     0.57     43,521     0.58     30,607     0.41  
    Acquisition costs(14)     74,875     0.93     48,544     0.65     36,876     0.49  
    Tax benefit     (31,433 )   (0.39 )   (23,937 )   (0.32 )   (17,816 )   (0.24 )
    Adjusted net income / adjusted EPS   $ 362,794   $ 4.51   $ 386,701   $ 5.15   $ 293,467   $ 3.88  
    Diluted share count     80,373       75,112       75,548    
    Note: Totals may not foot due to rounding.

    (19) Consists of total advisory and brokerage assets under custody at the Company’s primary broker-dealer subsidiary, LPL Financial, as well as assets under custody of a third-party custodian related to Atria’s seven introducing broker-dealer subsidiaries.

    (20) Assets on the Company’s corporate advisory platform are serviced by investment advisor representatives of LPL Financial. Assets on the Company’s independent RIA advisory platform are serviced by investment advisor representatives of separate registered investment advisor firms rather than representatives of LPL Financial.

    (21) Consists of advisory assets in LPL Financial’s Model Wealth Portfolios, Optimum Market Portfolios, Personal Wealth Portfolios and Guided Wealth Portfolios platforms.

    (22) Consists of total client deposits into advisory or brokerage accounts less total client withdrawals from advisory or brokerage accounts, plus dividends, plus interest, minus advisory fees. The Company considers conversions from and to brokerage or advisory accounts as deposits and withdrawals, respectively.

    (23) Consists of existing custodied assets that converted from brokerage to advisory, less existing custodied assets that converted from advisory to brokerage.

    (24) Calculated as annualized current period organic net new assets divided by preceding period assets in their respective categories of advisory assets or total advisory and brokerage assets.

    (25) Represents the amount of securities purchased less the amount of securities sold in client accounts custodied with LPL Financial.

    (26) Client cash balances include CCA and exclude purchased money market funds. CCA balances include cash that clients have deposited with LPL Financial that is included in Client payables in the condensed consolidated balance sheets. The following table presents purchased money market funds for the periods presented (in billions):

        Q2 2025 Q1 2025 Q2 2024
    Purchased money market funds   $ 47.0   $ 44.7   $ 35.7  

    (27) Calculated by dividing revenue for the period by the average balance during the period.

    (28) EBITDA and Credit Agreement EBITDA are non-GAAP financial measures. Please see a description of EBITDA and Credit Agreement EBITDA under the “Non-GAAP Financial Measures” section of this release for additional information. Under the Credit Agreement, management calculates Credit Agreement EBITDA for a trailing twelve month period at the end of each fiscal quarter and in doing so may make further adjustments to prior quarters. Below are reconciliations of trailing twelve month net income to trailing twelve month EBITDA and Credit Agreement EBITDA for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q4 2024
    EBITDA and Credit Agreement EBITDA Reconciliations        
    Net income   $ 1,117,874   $ 1,088,425   $ 1,058,616  
    Interest expense on borrowings     341,256     299,961     274,181  
    Provision for income taxes     356,812     347,528     334,276  
    Depreciation and amortization     358,957     333,725     308,527  
    Amortization of other intangibles     164,699     149,203     135,234  
    EBITDA   $ 2,339,598   $ 2,218,842   $ 2,110,834  
    Credit Agreement Adjustments:        
    Acquisition costs and other(14)(37)   $ 269,638   $ 249,870   $ 223,614  
    Employee share-based compensation     84,226     84,690     88,957  
    M&A accretion(38)     222,150     237,160     235,048  
    Advisor share-based compensation     2,838     2,740     2,597  
    Loss on extinguishment of debt     3,983     3,983     3,983  
    Credit Agreement EBITDA   $ 2,922,433   $ 2,797,285   $ 2,665,033  

    (29) Calculated based on the average advisor count from the current period and prior periods.

    (30) Calculated based on the end of period total advisory and brokerage assets divided by end of period advisor count.

    (31) Represents amortization expense on forgivable loans for transition assistance to advisors and institutions.

    (32) During the first quarter of 2025, the Company updated its reporting of employees to include all full-time employees, including those reflected in Core G&A, promotional (ongoing) and advisory and commission expense. Prior period disclosures have been updated to reflect this change as applicable.

    (33) Reflects retention of total advisory and brokerage assets, calculated by deducting quarterly annualized attrition from total advisory and brokerage assets, divided by the prior quarter total advisory and brokerage assets.

    (34) Capital expenditures represent cash payments for property and equipment during the period.

    (35) Acquisitions, net represent cash paid for acquisitions, net of cash acquired during the period. Acquisitions, net for the three months ended March 31, 2025 excludes $70.2 million related to The Investment Center, Inc., which was prefunded on October 1, 2024 in conjunction with the close of the Atria acquisition, as well as cash inflows associated with working capital and other post-closing adjustments.

    (36) Represents a fair value adjustment to our contingent consideration liabilities that is reflected in other expense in the condensed consolidated statements of income.

    (37) Acquisition costs and other primarily include acquisition costs related to Atria, costs incurred related to the integration of the strategic relationship with Prudential Advisors, a $26.4 million reduction related to the departure of the Company’s former Chief Executive Officer and related clawback of share-based compensation awards, and an $18.0 million regulatory charge recognized during the three months ended September 30, 2024 reflecting the amount of a penalty proposed by the SEC as part of its civil investigation of the Company’s compliance with certain elements of the Company’s AML compliance program.

    (38) M&A accretion is an adjustment to reflect the annualized expected run rate EBITDA of an acquisition as permitted by the Credit Agreement for up to eight fiscal quarters following the close of such acquisition.

    The MIL Network

  • MIL-OSI: Bimini Capital Management Announces Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    VERO BEACH, Fla., July 31, 2025 (GLOBE NEWSWIRE) — Bimini Capital Management, Inc. (OTCQB: BMNM), (“Bimini Capital,” “Bimini,” or the “Company”), today announced results of operations for the three-month period ended June 30, 2025.

    Second Quarter 2025 Highlights

    • Net income of approximately $43 thousand, or $0.00 per common share
    • Book value per share of $0.74
    • Company to discuss results on Friday, August 1, 2025, at 10:00 AM ET

    Management Commentary

    Commenting on the second quarter results, Robert E. Cauley, Chairman and Chief Executive Officer, said, “When we announced our first quarter results, the second quarter of 2025 was off to a very rough start.  Markets were in turmoil as a result of the extensive reciprocal tariffs announced by the Trump administration. While these conditions abated gradually, all the companies in the mortgage REIT sector that have reported second quarter earnings to date reported losses for the quarter. Our MBS segment produced a loss of $1.3 million as well but our advisory services segment generated earnings of $1.9 million and Bimini as a whole generated modest net income of approximately $43 thousand.  For the six months ended June 30, 2025, Bimini recorded net income of $0.6 million, or $0.06 per share, representing a return on stockholders’ equity of 8.7%, unannualized.

    “Our advisory service revenues for the quarter and six months ended June 30, 2025 increased by 20% and 21%, respectively, over the comparable 2024 periods. While we sold $9.8 million of MBS early in the second quarter in response to the adverse market conditions mentioned above, our interest revenues for the quarter and six months ended June 30, 2025 increased 23% and 24%, respectively, over the comparable 2024 periods. As our cash positions have increased over the past few months, we anticipate resuming growth of the RMBS portfolio in the near-term.

    “As the third quarter unfolds markets are considerably calmer than when the second quarter was starting, and Agency RMBS are still trading at attractive levels.  Market conditions generally are quite favorable for RMBS – a positive development for both Bimini and Orchid Island as well.  As long as we have no new adverse developments with respect to reciprocal tariffs and interest rate volatility remains low, the sector should perform well.  With respect to the macroeconomic backdrop, the economy has remained surprisingly resilient, but in the event that conditions deteriorate, the Federal Reserve appears likely to act and reduce over-night rates, which should buttress the economy.”

    Details of Second Quarter 2025 Results of Operations

    Orchid reported a net loss for the second quarter of 2025 of $33.6 million and generated a (4.66)% return on its book value for the quarter – not annualized. Orchid also raised $139.4 million during the quarter and its stockholders’ equity increased from $855.9 million at March 31, 2025 to $912.0 million at June 30, 2025. As a result, Bimini’s advisory service revenues of approximately $3.8 million represented a 20% increase over the second quarter of 2024 and a 6% increase over the first quarter of 2025. 

    Royal Palm sold approximately $9.8 million of its MBS portfolio in the second quarter of 2025 after increasing its MBS holdings throughout 2024. Interest revenue increased 23% over the second quarter of 2024, but decreased 9% from the first quarter of 2025.  With funding costs down as a result of Fed rates cuts late in 2024, net interest income, inclusive of dividends from holdings of Orchid common shares, increased approximately 78% over the second quarter of 2024, but decreased by approximately 7% from the first quarter of 2025 owing primarily to the sale of assets in the MBS portfolio.  These amounts represent the net interest income from the investment portfolio and do not include interest charges on our trust preferred or other long-term debt.

    Interest charges on the trust preferred and other long-term debt of $0.54 million were virtually unchanged from the first quarter of 2025 and were down 11% from the second quarter of 2024. Expenses of $2.82 million decreased by 4% from the first quarter of 2025 and increased by 1% over the second quarter of 2024.  Bimini recorded an income tax provision of $6.5 thousand for the second quarter of 2025.

    Management of Orchid Island Capital, Inc.

    Orchid is managed and advised by Bimini. As Manager, Bimini is responsible for administering Orchid’s business activities and day-to-day operations. Pursuant to the terms of a management agreement, our subsidiary, Bimini Advisors, provides Orchid with its management team, including its officers, along with appropriate support personnel. Bimini also maintains a common stock investment in Orchid, which is accounted for under the fair value option, with changes in fair value recorded in the statement of operations for the current period. For the three months ended June 30, 2025, Bimini’s statement of operations included a fair value adjustment of $(0.3) million and dividends of $0.2 million from its investment in Orchid common stock. Also, during the three months ended June 30, 2025, Bimini recorded $3.8 million in advisory services revenue for managing Orchid’s portfolio, consisting of $3.0 million of management fees, $0.6 million in overhead reimbursement, and $0.2 million in repurchase, clearing and administrative fees.

    Book Value Per Share

    The Company’s book value per share on June 30, 2025 was $0.74. The Company computes book value per share by dividing total stockholders’ equity by the total number of outstanding shares of the Company’s Class A Common Stock. At June 30, 2025, the Company’s stockholders’ equity was $7.4 million, with 10,005,457 Class A Common shares outstanding.

    Capital Allocation and Return on Invested Capital

    The Company allocates capital between two MBS sub-portfolios, the pass-through MBS portfolio and the structured MBS portfolio, consisting of interest-only and inverse interest-only securities. The table below details the changes to the respective sub-portfolios during the quarter.

    Portfolio Activity for the Quarter
              Structured Security Portfolio          
                  Inverse                  
      Pass     Interest-     Interest-                  
      Through     Only     Only                  
      Portfolio     Securities     Securities     Sub-total     Total  
    Market Value – March 31, 2025 $ 118,704,355     $ 2,252,898     $ 7,871     $ 2,260,769     $ 120,965,124  
    Securities purchased                            
    Securities sold   (9,786,053 )                       (9,786,053 )
    (Losses) gains on sales   (178,140 )                       (178,140 )
    Return of investment   n/a       (79,850 )     (379 )     (80,229 )     (80,229 )
    Pay-downs   (3,198,435 )     n/a       n/a       n/a       (3,198,435 )
    Discount accreted due to pay-downs   (42,251 )     n/a       n/a       n/a       (42,251 )
    Mark to market (losses) gains   (65,709 )     10,292       (970 )     9,322       (56,387 )
    Market Value – June 30, 2025 $ 105,433,767     $ 2,183,340     $ 6,522     $ 2,189,862     $ 107,623,629  

    The tables below present the allocation of capital between the respective portfolios at June 30, 2025 and March 31, 2025, and the return on invested capital for each sub-portfolio for the three-month period ended June 30, 2025. Capital allocation is defined as the sum of the market value of securities held, less associated repurchase agreement borrowings, plus cash and cash equivalents and restricted cash associated with repurchase agreements. Capital allocated to non-portfolio assets is not included in the calculation.

    Capital Allocation
              Structured Security Portfolio          
                  Inverse                  
      Pass     Interest-     Interest-                  
      Through     Only     Only                  
      Portfolio     Securities     Securities     Sub-total     Total  
    June 30, 2025                                      
    Market value $ 105,433,767     $ 2,183,340     $ 6,522     $ 2,189,862     $ 107,623,629  
    Cash equivalents and restricted cash   6,583,906                         6,583,906  
    Repurchase agreement obligations   (101,742,000 )                       (101,742,000 )
    Total $ 10,275,673     $ 2,183,340     $ 6,522     $ 2,189,862     $ 12,465,535  
    % of Total   82.4 %     17.5 %     0.1 %     17.6 %     100.0 %
    March 31, 2025                                      
    Market value $ 118,704,355     $ 2,252,898     $ 7,871     $ 2,260,769     $ 120,965,124  
    Cash equivalents and restricted cash   5,500,438                         5,500,438  
    Repurchase agreement obligations   (115,510,999 )                       (115,510,999 )
    Total $ 8,693,794     $ 2,252,898     $ 7,871     $ 2,260,769     $ 10,954,563  
    % of Total   79.4 %     20.5 %     0.1 %     20.6 %     100.0 %

    The returns on invested capital in the PT MBS and structured MBS portfolios were approximately (4.1)% and 1.9%, respectively, for the three months ended June 30, 2025. The combined portfolio generated a return on invested capital of approximately (2.9)%.

    Returns for the Quarter Ended June 30, 2025  
              Structured Security Portfolio          
                  Inverse                  
      Pass     Interest-     Interest-                  
      Through     Only     Only                  
      Portfolio     Securities     Securities     Sub-total     Total  
    Interest income (net of repo cost) $ 357,713     $ 33,052     $ 23     $ 33,075     $ 390,788  
    Realized and unrealized losses (gains)   (286,100 )     10,292       (970 )     9,322       (276,778 )
    Hedge losses   (430,791 )     n/a       n/a       n/a       (430,791 )
    Total Return $ (359,178 )   $ 43,344     $ (947 )   $ 42,397     $ (316,781 )
    Beginning capital allocation $ 8,693,794     $ 2,252,898     $ 7,871     $ 2,260,769     $ 10,954,563  
    Return on invested capital for the quarter(1)   (4.1 )%     1.9 %     (12.0 )%     1.9 %     (2.9 )%
     
    (1)   Calculated by dividing the Total Return by the Beginning Capital Allocation, expressed as a percentage.


    Prepayments

    For the second quarter of 2025, the Company received approximately $3.3 million in scheduled and unscheduled principal repayments and prepayments, which equated to a 3-month constant prepayment rate (“CPR”) of approximately 9.9%. Prepayment rates on the two MBS sub-portfolios were as follows (in CPR):

      PT   Structured    
      MBS Sub-   MBS Sub-   Total
    Three Months Ended Portfolio   Portfolio   Portfolio
    June 30, 2025 10.3   7.3   9.9
    March 31, 2025 7.5   6.2   7.3
    December 31, 2024 10.9   12.5   11.1
    September 30, 2024 6.3   6.7   6.3
    June 30, 2024 10.9   5.5   10.0
    March 31, 2024 18.0   9.2   16.5


    Portfolio

    The following tables summarize the MBS portfolio as of June 30, 2025 and December 31, 2024:

    ($ in thousands)                                      
                              Weighted          
              Percentage             Average          
              of     Weighted     Maturity          
      Fair     Entire     Average     in     Longest  
    Asset Category Value     Portfolio     Coupon     Months     Maturity  
    June 30, 2025                                      
    Fixed Rate MBS $ 105,434       98.0 %     5.60 %     333       1-Aug-54  
    Structured MBS   2,190       2.0 %     2.87 %     277       15-May-51  
    Total MBS Portfolio $ 107,624       100.0 %     5.25 %     332       1-Aug-54  
    December 31, 2024                                      
    Fixed Rate MBS $ 120,056       98.1 %     5.60 %     341       1-Jan-55  
    Structured MBS   2,292       1.9 %     2.85 %     281       15-May-51  
    Total MBS Portfolio $ 122,348       100.0 %     5.26 %     340       1-Jan-55  
    ($ in thousands)                              
      June 30, 2025     December 31, 2024  
              Percentage of             Percentage of  
    Agency Fair Value     Entire Portfolio     Fair Value     Entire Portfolio  
    Fannie Mae $ 30,700       28.5 %   $ 32,692       26.7 %
    Freddie Mac   76,924       71.5 %     89,656       73.3 %
    Total Portfolio $ 107,624       100.0 %   $ 122,348       100.0 %
      June 30, 2025     December 31, 2024  
    Weighted Average Pass Through Purchase Price $ 102.99     $ 102.72  
    Weighted Average Structured Purchase Price $ 4.48     $ 4.48  
    Weighted Average Pass Through Current Price $ 100.84     $ 99.63  
    Weighted Average Structured Current Price $ 14.01     $ 13.71  
    Effective Duration (1)   2.931       3.622  
    (1) Effective duration is the approximate percentage change in price for a 100 basis point change in rates. An effective duration of 2.931 indicates that an interest rate increase of 1.0% would be expected to cause a 2.931% decrease in the value of the MBS in the Company’s investment portfolio at June 30, 2025. An effective duration of 3.622 indicates that an interest rate increase of 1.0% would be expected to cause a 3.622% decrease in the value of the MBS in the Company’s investment portfolio at December 31, 2024. These figures include the structured securities in the portfolio but not the effect of the Company’s hedges. Effective duration quotes for individual investments are obtained from The Yield Book, Inc.


    Financing and Liquidity

    As of June 30, 2025, the Company had outstanding repurchase obligations of approximately $101.7 million with a net weighted average borrowing rate of 4.49%. These agreements were collateralized by MBS with a fair value, including accrued interest, of approximately $107.8 million. At June 30, 2025, the Company’s liquidity was approximately $5.7 million, consisting of unpledged MBS and cash and cash equivalents.

    We may pledge more of our structured MBS as part of a repurchase agreement funding but retain cash in lieu of acquiring additional assets. In this way, we can, at a modest cost, retain higher levels of cash on hand and decrease the likelihood that we will have to sell assets in a distressed market in order to raise cash. Below is a list of outstanding borrowings under repurchase obligations at June 30, 2025.

    ($ in thousands)                              
    Repurchase Agreement Obligations
                      Weighted     Weighted  
      Total             Average     Average  
      Outstanding     % of     Borrowing     Maturity  
    Counterparty Balances     Total     Rate     (in Days)  
    Marex Capital Markets Inc. $ 22,925       22.6 %     4.47 %     53  
    DV Securities, LLC Repo   18,420       18.1 %     4.48 %     28  
    Mirae Asset Securities (USA) Inc.   18,238       17.9 %     4.53 %     136  
    South Street Securities, LLC   15,806       15.5 %     4.47 %     85  
    Clear Street LLC   15,696       15.4 %     4.48 %     84  
    Mitsubishi UFJ Securities (USA), Inc.   10,657       10.5 %     4.52 %     15  
      $ 101,742       100.0 %     4.49 %     69  


    Summarized Consolidated Financial Statements

    The following is a summarized presentation of the unaudited consolidated balance sheets as of June 30, 2025, and December 31, 2024, and the unaudited consolidated statements of operations for the six and three month periods ended June 30, 2025 and 2024. Amounts presented are subject to change.

     
    BIMINI CAPITAL MANAGEMENT, INC.
    CONSOLIDATED BALANCE SHEETS
    (Unaudited – Amounts Subject to Change)
     
      June 30, 2025     December 31, 2024  
    ASSETS              
    Mortgage-backed securities $ 107,623,629     $ 122,348,170  
    Cash equivalents and restricted cash   6,583,906       7,422,746  
    Orchid Island Capital, Inc. common stock, at fair value   3,989,188       4,427,372  
    Accrued interest receivable   525,593       601,640  
    Deferred tax assets, net   15,743,570       15,930,953  
    Other assets   4,281,649       4,122,776  
    Total Assets $ 138,747,535     $ 154,853,657  
                   
    LIABILITIES AND STOCKHOLDERS’ EQUITY              
    Repurchase agreements $ 101,742,000     $ 117,180,999  
    Long-term debt   27,357,495       27,368,158  
    Other liabilities   2,231,331       3,483,093  
    Total Liabilities   131,330,826       148,032,250  
    Stockholders’ equity   7,416,709       6,821,407  
    Total Liabilities and Stockholders’ Equity $ 138,747,535     $ 154,853,657  
    Class A Common Shares outstanding   10,005,457       10,005,457  
    Book value per share $ 0.74     $ 0.68  
     
    BIMINI CAPITAL MANAGEMENT, INC.
    CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited – Amounts Subject to Change)
     
      Six Months Ended June 30,     Three Months Ended June 30,  
      2025     2024     2025     2024  
    Advisory services $ 7,393,135     $ 6,096,316     $ 3,810,846     $ 3,167,055  
    Interest and dividend income   3,733,656       3,091,156       1,786,616       1,492,191  
    Interest expense   (3,575,435 )     (3,577,794 )     (1,731,415 )     (1,762,116 )
    Net revenues   7,551,356       5,609,678       3,866,047       2,897,130  
    Other (expense) income   (1,025,540 )     646,728       (997,795 )     (280,003 )
    Expenses   5,743,131       5,811,971       2,818,974       2,782,576  
    Net income (loss) before income tax provision   782,685       444,435       49,278       (165,449 )
    Income tax provision   187,383       505,172       6,546       108,396  
    Net income (loss) $ 595,302     $ (60,737 )   $ 42,732     $ (273,845 )
                                   
    Basic and Diluted Net (Loss) Income Per Share of:                              
    CLASS A COMMON STOCK $ 0.06     $ (0.01 )   $ 0.00     $ (0.03 )
    CLASS B COMMON STOCK $ 0.06     $ (0.01 )   $ 0.00     $ (0.03 )
      Three Months Ended June 30,  
    Key Balance Sheet Metrics 2025     2024  
    Average MBS(1) $ 114,294,375     $ 87,539,021  
    Average repurchase agreements(1)   108,626,500       83,737,499  
    Average stockholders’ equity(1)   7,395,343       8,203,927  
                   
    Key Performance Metrics              
    Average yield on MBS(2)   5.54 %     5.88 %
    Average cost of funds(2)   4.39 %     5.53 %
    Average economic cost of funds(3)   3.97 %     5.32 %
    Average interest rate spread(4)   1.15 %     0.35 %
    Average economic interest rate spread(5)   1.57 %     0.56 %
    (1) Average MBS, repurchase agreements and stockholders’ equity balances are calculated using two data points, the beginning and ending balances.
    (2) Portfolio yields and costs of funds are calculated based on the average balances of the underlying investment portfolio/repurchase agreement balances and are annualized for the quarterly periods presented.
    (3) Represents interest cost of our borrowings and the effect of derivative agreements attributed to the period related to hedging activities, divided by average repurchase agreements.
    (4) Average interest rate spread is calculated by subtracting average cost of funds from average yield on MBS.
    (5) Average economic interest rate spread is calculated by subtracting average economic cost of funds from average yield on MBS.


    About Bimini Capital Management, Inc.

    Bimini Capital Management, Inc. invests primarily in, but is not limited to investing in, residential mortgage-related securities issued by the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac) and the Government National Mortgage Association (Ginnie Mae). Its objective is to earn returns on the spread between the yield on its assets and its costs, including the interest expense on the funds it borrows. In addition, Bimini generates a significant portion of its revenue serving as the manager of the MBS portfolio of, and providing certain repurchase agreement trading, clearing and administrative services to, Orchid Island Capital, Inc.

    Forward Looking Statements

    Statements herein relating to matters that are not historical facts are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. The reader is cautioned that such forward-looking statements are based on information available at the time and on management’s good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in such forward-looking statements. Important factors that could cause such differences are described in Bimini Capital Management, Inc.’s filings with the Securities and Exchange Commission, including Bimini Capital Management, Inc.’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Bimini Capital Management, Inc. assumes no obligation to update forward-looking statements to reflect subsequent results, changes in assumptions or changes in other factors affecting forward-looking statements, except as may be required by applicable law.

    Earnings Conference Call Details

    An earnings conference call and live audio webcast will be hosted Friday, August 1, 2025, at 10:00 AM ET. Participants can register and receive dial-in information at https://register-conf.media-server.com/register/BI93827b97dab34b2f8cabd3a04f5bddd5. A live audio webcast of the conference call can be accessed at https://edge.media-server.com/mmc/p/jgk2gti4 or via the investor relations section of the Company’s website at https://ir.biminicapital.com. An audio archive of the webcast will be available on the website for 30 days after the call.

    CONTACT:
    Bimini Capital Management, Inc.
    Robert E. Cauley, 772-231-1400
    Chairman and Chief Executive Officer
    https://ir.biminicapital.com

    The MIL Network

  • MIL-OSI: AppFolio, Inc. Announces Second Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    SANTA BARBARA, Calif., July 31, 2025 (GLOBE NEWSWIRE) — AppFolio, Inc. (NASDAQ: APPF) (“AppFolio” or the “Company”), a technology leader powering the future of the real estate industry, today announced its financial results for the second quarter ended June 30, 2025.

    “Our second quarter results reflect that we continue to win in the market,” said Shane Trigg, President and CEO, AppFolio. “Our customers are seeing tangible performance benefits by adopting our central, AI-native platform, with 96% of customers having used one or more of our AI-powered solutions. AppFolio is proving to be a competitive advantage for ambitious property management businesses.”

    Financial Highlights for Second Quarter of 2025

    • Revenue grew 19% year-over-year to $236 million.
    • Total units under management grew 6% year-over-year to 8.9 million.
    • GAAP operating income was $41 million, or 17.2% of revenue, compared to operating income of $36 million, or 18.3% of revenue in Q2 2024.
    • Non-GAAP operating income was $62 million, or 26.2% of revenue, compared to non-GAAP operating income of $51 million, or 26.0% of revenue, in Q2 2024.
    • Net cash provided by operating activities was $53 million, or 22.3% of revenue, compared to $51 million, or 25.8% of revenue, in Q2 2024.

    Financial Outlook
    Based on information available as of July 31, 2025, AppFolio’s outlook for fiscal year 2025 follows:

    • Full year revenue is expected to be in the range of $935 million to $945 million.
    • Full year non-GAAP operating margin as a percentage of revenue is expected to be in the range of 24.5% to 26.5%.
    • Diluted weighted average shares outstanding are expected to be approximately 37 million for the full year.

    Conference Call Information
    As previously announced, the Company will host a conference call today, July 31, 2025, at 2:00 p.m. Pacific Time (PT), 5:00 p.m. Eastern Time (ET), to discuss the Company’s second quarter financial results. A live webcast of the call will be available at: https://edge.media-server.com/mmc/p/ijgr58yt. To access the call by phone, please go to the following link: https://register-conf.media-server.com/register/BIdccd543a8ef7485c8f06cd2837c68ea9, and you will be provided with dial in details. A replay of the webcast will also be available for a limited time on AppFolio’s Investor Relations website at https://ir.appfolioinc.com/news-events/events.

    The Company also provides announcements regarding its financial results and other matters, including SEC filings, investor events, and press releases, on its Investor Relations website at https://ir.appfolioinc.com/, as a means of disclosing material nonpublic information and for complying with AppFolio’s disclosure obligations under Regulation FD.

    About AppFolio
    AppFolio is a technology leader powering the future of the real estate industry. Our innovative platform and trusted partnership enable our customers to connect communities, increase operational efficiency, and grow their business. For more information about AppFolio, visit ir.appfolioinc.com.

    Investor Relations Contact:
    Lori Barker
    ir@appfolio.com 

    Use of Non-GAAP Financial Measures
    Reconciliations of current and historical non-GAAP financial measures to AppFolio’s financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. For a description of these non-GAAP financial measures, including the reasons management uses each measure, please see the section of the tables entitled “Statement Regarding the Use of Non-GAAP Financial Measures.”

    AppFolio is unable, at this time, to provide GAAP equivalent guidance measures on a forward-looking basis for non-GAAP operating margin because certain items that impact this measure are uncertain, out of our control, or cannot be reasonably predicted, such as charges related to stock-based compensation expense. The effect of these excluded items may be significant.

    Forward-Looking Statements
    This press 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, which statements are subject to considerable risks and uncertainties. Forward-looking statements include all statements that are not statements of historical fact contained in this press release, and can be identified by words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “future’” “predicts, “projects,” “target,” “seeks,” “contemplates,” “should,” “will,” “would” or similar expressions and the negatives of those expressions. In particular, forward-looking statements contained in this press release relate to future operating results and financial position, including the Company’s fiscal year 2025 financial outlook, anticipated future expenses and investments, the Company’s business opportunities, the impact of the Company’s strategic actions and initiatives, the potential benefits and effect of the Company’s AI-powered solutions, and their impact on the Company’s plans, objectives, expectations and capabilities.

    Forward-looking statements represent AppFolio’s current beliefs and expectations based on information currently available and speak only as of the date the statement is made. Forward-looking statements are subject to numerous known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to materially differ from those expressed or implied by these forward-looking statements include those risks, uncertainties and other factors described in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 6, 2025, as such risk factors may be updated from time to time in our subsequent filings with the SEC, and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recently filed Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as well as in the Company’s other filings with the SEC. You should read this press release with the understanding that the Company’s actual future results may be materially different from the results expressed or implied by these forward-looking statements.

    The Company undertakes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

    CONDENSED CONSOLIDATED BALANCE SHEETS
    (UNAUDITED)
    (in thousands)
     
        June 30,
    2025
      December 31,
    2024
    Assets        
    Current assets        
    Cash and cash equivalents   $ 73,478   $ 42,504
    Investment securities—current     54,088     235,745
    Accounts receivable, net     32,543     24,346
    Prepaid expenses and other current assets     37,026     32,807
    Total current assets     197,135     335,402
    Property and equipment, net     22,641     24,483
    Operating lease right-of-use assets     16,464     17,472
    Capitalized software development costs, net     12,414     15,429
    Goodwill     96,410     96,410
    Intangible assets, net     43,942     49,057
    Deferred income taxes     90,095     76,910
    Long-term investments     77,033     2,033
    Other long-term assets     11,269     9,482
    Total assets   $ 567,403   $ 626,678
    Liabilities and Stockholders’ Equity        
    Current liabilities        
    Accounts payable   $ 3,254   $ 2,378
    Accrued employee expenses     25,784     30,157
    Accrued expenses     18,103     14,658
    Other current liabilities     20,448     16,087
    Total current liabilities     67,589     63,280
    Operating lease liabilities     35,180     37,476
    Other liabilities     8,988     6,632
    Total liabilities     111,757     107,388
    Stockholders’ equity     455,646     519,290
    Total liabilities and stockholders’ equity   $ 567,403   $ 626,678
                 
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (UNAUDITED)
    (in thousands, except per share amounts)
      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
        2025       2024     2025     2024
    Revenue(1) $ 235,575     $ 197,375   $ 453,277   $ 384,805
    Costs and operating expenses:              
    Cost of revenue (exclusive of depreciation and amortization)(2)   83,827       69,601     163,325     134,247
    Sales and marketing(2)   36,776       27,300     67,833     51,755
    Research and product development(2)   46,674       39,522     90,432     77,417
    General and administrative(2)   21,936       20,254     45,287     41,386
    Depreciation and amortization   5,850       4,670     12,105     9,882
    Total costs and operating expenses   195,063       161,347     378,982     314,687
    Income from operations   40,512       36,028     74,295     70,118
    Other (loss)/income, net   (11 )         45    
    Interest income, net   1,466       3,476     4,419     6,468
    Income before provision for income taxes   41,967       39,504     78,759     76,586
    Provision for income taxes   5,987       9,839     11,396     8,258
    Net income $ 35,980     $ 29,665   $ 67,363   $ 68,328
    Net income per common share:              
    Basic $ 1.00     $ 0.82   $ 1.87   $ 1.89
    Diluted $ 0.99     $ 0.81   $ 1.85   $ 1.86
    Weighted average common shares outstanding              
    Basic   35,922       36,241     36,111     36,164
    Diluted   36,204       36,742     36,425     36,720
                             

    (1) The following table presents our revenue categories:

      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
        2025     2024     2025     2024
    Core solutions $ 52,473   $ 44,024   $ 101,986   $ 86,944
    Value Added Services   180,145     151,620     344,851     293,951
    Other   2,957     1,731     6,440     3,910
    Total revenue $ 235,575   $ 197,375   $ 453,277   $ 384,805
                           

    (2) Includes stock-based compensation expense as follows:

      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
        2025     2024     2025     2024
    Costs and operating expenses:              
    Cost of revenue (exclusive of depreciation and amortization) $ 1,419   $ 1,175   $ 2,706   $ 2,135
    Sales and marketing   3,045     1,703     5,893     3,213
    Research and product development   8,176     6,472     15,107     12,154
    General and administrative   5,659     5,444     10,964     10,766
    Total stock-based compensation expense $ 18,299   $ 14,794   $ 34,670   $ 28,268
                           
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (UNAUDITED)
    (in thousands)
     
      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
        2025       2024       2025       2024  
    Cash from operating activities              
    Net income $ 35,980     $ 29,665     $ 67,363     $ 68,328  
    Adjustments to reconcile net income to net cash provided by operating activities:              
    Depreciation and amortization   5,850       4,670       12,105       9,881  
    Amortization of operating lease right-of-use assets   507       530       1,008       1,053  
    Amortization of costs capitalized to obtain revenue contracts, net   2,699       2,485       5,419       4,985  
    Deferred income taxes   (7,644 )           (13,185 )      
    Stock-based compensation, including as amortized   18,299       14,795       34,670       28,269  
    Other   (131 )     (2,181 )     (1,048 )     (4,005 )
    Changes in operating assets and liabilities:              
    Accounts receivable   (5,081 )     488       (8,197 )     (4,982 )
    Prepaid expenses and other assets   (5,966 )     (6,177 )     (11,426 )     172  
    Accounts payable   (1,694 )     (296 )     852       437  
    Operating lease liabilities   (1,051 )     (943 )     (2,102 )     (1,418 )
    Accrued expenses and other liabilities   10,875       7,833       5,649       (8,897 )
    Net cash provided by operating activities   52,643       50,869       91,108       93,823  
    Cash from investing activities              
    Purchases of available-for-sale investments   (1,732 )     (94,377 )     (64,034 )     (151,539 )
    Proceeds from sales of available-for-sale investments   99,944             202,662        
    Proceeds from maturities of available-for-sale investments   1,670       57,785       43,820       94,455  
    Purchases of property and equipment   (275 )     (38 )     (505 )     (1,458 )
    Capitalization of software development costs   (842 )     (1,404 )     (1,478 )     (2,529 )
    Purchases of long-term investments   (75,000 )           (75,000 )      
    Cash paid in business acquisition, net of cash acquired               (906 )      
    Net cash used in investing activities   23,765       (38,034 )     104,559       (61,071 )
    Cash from financing activities              
    Proceeds from stock option exercises   117       24       128       3,898  
    Tax withholding for net share settlement   (10,020 )     (12,434 )     (19,098 )     (26,520 )
    Purchase of common stock   (49,960 )           (145,723 )      
    Net cash used in financing activities   (59,863 )     (12,410 )     (164,693 )     (22,622 )
    Net decrease in cash, cash equivalents and restricted cash   16,545       425       30,974       10,130  
    Cash, cash equivalents and restricted cash              
    Beginning of period   57,183       59,464       42,754       49,759  
    End of period $ 73,728     $ 59,889     $ 73,728     $ 59,889  
        RECONCILIATION FROM GAAP TO NON-GAAP RESULTS
    (UNAUDITED)
    (in thousands, except per share data)
         
          Three Months Ended
    June 30,
      Six Months Ended
    June 30,
            2025       2024       2025       2024  
    Costs and operating expenses:
                     
      GAAP cost of revenue (exclusive of depreciation and amortization) $ 83,827     $ 69,601     $ 163,325     $ 134,247  
        Stock-based compensation expense   (1,419 )     (1,175 )     (2,706 )     (2,135 )
      Non-GAAP cost of revenue (exclusive of depreciation and amortization) $ 82,408     $ 68,426     $ 160,619     $ 132,112  
      GAAP cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue   36 %     35 %     36 %     35 %
      Non-GAAP cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue   35 %     35 %     35 %     34 %
                       
      GAAP sales and marketing $ 36,776     $ 27,300     $ 67,833     $ 51,755  
        Stock-based compensation expense   (3,045 )     (1,703 )     (5,893 )     (3,213 )
      Non-GAAP sales and marketing $ 33,731     $ 25,597     $ 61,940     $ 48,542  
      GAAP sales and marketing as a percentage of revenue   16 %     14 %     15 %     13 %
      Non-GAAP sales and marketing as a percentage of revenue   14 %     13 %     14 %     13 %
                       
      GAAP research and product development $ 46,674     $ 39,522     $ 90,432     $ 77,417  
        Stock-based compensation expense   (8,176 )     (6,472 )     (15,107 )     (12,154 )
      Non-GAAP research and product development $ 38,498     $ 33,050     $ 75,325     $ 65,263  
      GAAP research and product development as a percentage of revenue   20 %     20 %     20 %     20 %
      Non-GAAP research and product development as a percentage of revenue   16 %     17 %     17 %     17 %
                       
      GAAP general and administrative $ 21,936     $ 20,254     $ 45,287     $ 41,386  
        Stock-based compensation expense   (5,659 )     (5,444 )     (10,964 )     (10,766 )
      Non-GAAP general and administrative $ 16,277     $ 14,810     $ 34,323     $ 30,620  
      GAAP general and administrative as a percentage of revenue   9 %     10 %     10 %     11 %
      Non-GAAP general and administrative as a percentage of revenue   7 %     8 %     8 %     8 %
                       
      GAAP depreciation and amortization $ 5,850     $ 4,670     $ 12,105     $ 9,882  
        Amortization of stock-based compensation capitalized in software development costs   (241 )     (471 )     (482 )     (989 )
        Amortization of purchased intangibles   (2,558 )     (118 )     (5,115 )     (237 )
      Non-GAAP depreciation and amortization $ 3,051     $ 4,081     $ 6,508     $ 8,656  
      GAAP depreciation and amortization as a percentage of revenue   2 %     2 %     3 %     3 %
      Non-GAAP depreciation and amortization as a percentage of revenue   1 %     2 %     1 %     2 %
          Three Months Ended
    June 30,
      Six Months Ended
    June 30,
            2025       2024       2025       2024  
    Income from operations:              
      GAAP income from operations $ 40,512     $ 36,028     $ 74,295     $ 70,118  
        Stock-based compensation expense   18,299       14,794       34,670       28,268  
        Amortization of stock-based compensation capitalized in software development costs   241       471       482       989  
        Amortization of purchased intangibles   2,558       118       5,115       237  
      Non-GAAP income from operations $ 61,610     $ 51,411     $ 114,562     $ 99,612  
                       
    Operating margin:              
      GAAP operating margin   17.2 %     18.3 %     16.4 %     18.2 %
        Stock-based compensation expense as a percentage of revenue   7.8       7.4       7.7       7.3  
        Amortization of stock-based compensation capitalized in software development costs as a percentage of revenue   0.1       0.2       0.1       0.3  
        Amortization of purchased intangibles as a percentage of revenue   1.1       0.1       1.1       0.1  
      Non-GAAP operating margin   26.2 %     26.0 %     25.3 %     25.9 %
                       
    Net income (loss):              
      GAAP net income $ 35,980     $ 29,665     $ 67,363     $ 68,328  
        Stock-based compensation expense   18,299       14,794       34,670       28,268  
        Amortization of stock-based compensation capitalized in software development costs   241       471       482       989  
        Amortization of purchased intangibles   2,558       118       5,115       237  
        Income tax effect of adjustments   (7,257 )     (3,883 )     (13,599 )     (18,262 )
      Non-GAAP net income $ 49,821     $ 41,165     $ 94,031     $ 79,560  
                       
    Net income per share, basic:              
      GAAP net income per share, basic $ 1.00     $ 0.82     $ 1.87     $ 1.89  
        Non-GAAP adjustments to net income   0.39       0.32       0.73       0.31  
      Non-GAAP net income per share, basic $ 1.39     $ 1.14     $ 2.60     $ 2.20  
                       
    Net income per share, diluted:              
      GAAP net income per share, diluted $ 0.99     $ 0.81     $ 1.85     $ 1.86  
        Non-GAAP adjustments to net income   0.39       0.31       0.73       0.31  
      Non-GAAP net income per share, diluted $ 1.38     $ 1.12     $ 2.58     $ 2.17  
                       
      Weighted-average shares used in GAAP and non-GAAP per share calculation              
        Basic   35,922       36,241       36,111       36,164  
        Diluted   36,204       36,742       36,425       36,720  

    Statement Regarding the Use of Non-GAAP Financial Measures

    We use the following non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

    • Non-GAAP presentation of income from operations, costs and operating expenses, operating margin, net income, and net income per share. These measures exclude certain non-cash or non-recurring items, including stock-based compensation expense, amortization of stock-based compensation capitalized in software development costs, amortization of purchased intangibles, and the related income tax effect of these adjustments, as applicable and described below. Non-GAAP operating margin is calculated as non-GAAP operating income from operations as a percentage of revenue.

    We use each of these non-GAAP financial measures internally to assess and compare operating results across reporting periods, for internal budgeting and forecasting purposes, and to evaluate our financial performance. We believe these non-GAAP financial measures also provide useful supplemental information to investors and facilitate the analysis of our operating results and comparison of operating results across reporting periods.

    In particular, we believe these non-GAAP financial measures are useful to investors and others in assessing our operating performance due to the following factors:

    • Stock-based compensation expense and amortization of stock-based compensation capitalized in software development costs. We utilize stock-based compensation to attract and retain employees. It is principally aimed at aligning their interests with those of our stockholders while ensuring long-term retention, rather than to address operational performance for any particular period. As a result, stock-based compensation expenses vary for reasons that are generally unrelated to financial and operational performance in any particular period.
    • Amortization of purchased intangibles. We view amortization of purchased intangible assets as items arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are evaluated for impairment regularly, amortization of the cost of purchased intangibles is an expense that is not typically affected by operations during any particular period.
    • Income tax effects of adjustments. We utilize a fixed long-term projected tax rate in our computation of non-GAAP income tax effects to provide better consistency across interim reporting periods. In projecting this long-term non-GAAP tax rate, we utilize a financial projection that excludes the direct impact of other non-GAAP adjustments. The projected rate, which we have determined to be 21% and 25% for 2025 and 2024, respectively, considers other factors such as our current operating structure, existing tax positions in various jurisdictions, and key legislation in major jurisdictions where we operate. We periodically re-evaluate this tax rate, as necessary, for significant events, based on relevant tax law changes, and material changes in the forecasted geographic earnings mix.

    Our non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in our industry, as other companies may calculate non-GAAP financial results differently. In addition, there are limitations in using non-GAAP financial measures because non-GAAP financial measures are not prepared in accordance with GAAP and can exclude expenses that may have a material impact on our reported financial results. As such, non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. A reconciliation of the historical non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the tables above. We encourage investors to review the reconciliation of these historical non-GAAP financial measures to their most directly comparable GAAP financial measures.

    The MIL Network

  • MIL-OSI: NCS Multistage Holdings, Inc. Announces Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    Second Quarter Results

    • Total revenues of $36.5 million, a 23% year-over-year improvement
    • Net income of $0.9 million and diluted earnings per share of $0.34, which includes a positive impact of $1.4 million related to the release of our deferred tax valuation allowance in Canada
    • Adjusted EBITDA of $2.2 million, a $1.3 million year-over-year improvement   
    • $25.4 million in cash and $7.7 million of total debt as of June 30, 2025

    HOUSTON, July 31, 2025 (GLOBE NEWSWIRE) — NCS Multistage Holdings, Inc. (Nasdaq: NCSM) (the “Company,” “NCS,” “we” or “us”), a leading provider of highly engineered products and support services that facilitate the optimization of oil and natural gas well construction, well completions and field development strategies, today announced its results for the quarter ended June 30, 2025.

    Review and Outlook

    NCS’s Chief Executive Officer, Ryan Hummer commented, “Our team at NCS has continued to enable strong operational and financial performance in an industry and market environment marked by uncertainty. Our revenue and Adjusted EBITDA for the second quarter exceeded the high end of the expectations we provided in our last earnings call and our year-over-year revenue improvement for the quarter of 23% outperformed industry activity levels, demonstrating the value we bring to our customers.

    Furthermore, our revenue and Adjusted EBITDA for the first six months of 2025 have improved by $12.9 million, or 18%, and $3.4 million, or 49%, respectively, as compared to 2024, as we continue to benefit from our core strategies of building upon our leading market positions, capitalizing on international and offshore opportunities and commercializing innovative solutions to complex customer challenges.

    We have maintained our strong balance sheet, ending the second quarter with over $25 million in cash and over $17 million in availability under our undrawn credit facility and only $8 million in debt, comprised entirely of capital leases.

    We’re also excited to announce today’s acquisition of Reservoir Metrics, LLC, and its related entities (“ResMetrics”). ResMetrics, a leader in reservoir analysis utilizing chemical tracer technology, is a profitable and rapidly growing business serving a high-quality customer base in the U.S. and internationally. For the trailing twelve months ended June 30, 2025, ResMetrics’ unaudited revenue was over $10 million with an EBITDA margin of over 30%. We believe that ResMetrics’ business is highly complementary with NCS’s tracer diagnostics service line, and we look forward to working with the ResMetrics team to deliver valuable and actionable reservoir insights to our customers. This all-cash transaction represents a strategic fit for NCS operationally, a strategic use of our balance sheet, and adds to our talented team.

    This has been a strong start to 2025 for NCS and we remain cautiously optimistic about the second half of the year. That optimism is tempered by market conditions that have continued to deteriorate, with continued U.S. rig count declines, a slower than normal rig count recovery in Canada following spring break-up, the potential for an oversupplied oil market in late 2025 as announced OPEC+ oil supply increases materialize, and ongoing uncertainties related to tariffs and trade.

    I want to extend my continued appreciation to the outstanding teams at NCS and Repeat Precision and welcome the ResMetrics team to NCS. Our results, and the opportunities ahead, reflect the vision, ability and commitment of our people and our aligned pursuit of NCS’s strategic priorities. We have the right people, the right technology, and the right strategies in place to deliver tangible benefits to our customers, develop industry solutions, and create shareholder value.”

    Financial Review

    Total revenues were $36.5 million for the quarter ended June 30, 2025 compared to $29.7 million for the second quarter of 2024. Revenue growth was driven primarily by increased fracturing systems activity and frac plug sales in Canada and the United States. The increase for Canada occurred despite a decline in Canadian rig counts during 2025, reflecting more activity with customers that remained active during spring break-up. Our international revenues decreased primarily due to reduced tracer diagnostics activity in the Middle East, partially offset by higher sales of well construction products in the Middle East and fracturing systems equipment in the North Sea.

    Compared to the first quarter of 2025, total revenues decreased by 27%, primarily due to a decrease in Canada of 52%, attributable to the normal seasonal decline associated with spring break-up, partially offset by an increase of 67% in international revenues and a 45% increase in U.S. revenues.

    Gross profit was $12.3 million, or a gross margin of 34%, for the second quarter of 2025, compared to $11.3 million, or a gross margin of 38%, for the second quarter of 2024. Gross margin for 2025 declined, reflecting the mix of products sold and services provided during the respective periods. Adjusted gross profit, which we define as total revenues less total cost of sales, exclusive of depreciation and amortization (“DD&A”), was $13.0 million, or an adjusted gross margin of 36%, for the second quarter of 2025, compared to $12.0 million, or 40%, for the second quarter of 2024.

    Selling, general and administrative (“SG&A”) expenses totaled $13.6 million for the second quarter of 2025, a decrease of $1.2 million compared to the same period in 2024, with a decrease in professional fees, lower payroll and employee benefit expenses, and a decrease in research and development expense, partially offset by higher share-based compensation expense attributable to cash settled awards remeasured at the balance sheet date based on the price of our common stock.

    Other income was $1.6 million for the second quarter of 2025 compared to $2.2 million for the second quarter of 2024. The decline in other income reflects a reduction in the amount attributable to the technical services and assistance agreement with our local partner in Oman, as the program ended in November 2024, with no contribution associated with this agreement in the second quarter of 2025. In addition, there was a year-over-year decrease in royalty income earned from licensees for these periods, as the second quarter of 2024 included an initial payment from a new licensee reflecting both current and certain historical volumes.

    Income tax benefit was $1.0 million for the second quarter of 2025 compared to an expense of $0.3 million for the second quarter of 2024. As of June 30, 2025, we reversed a portion of the valuation allowance previously recorded against the deferred tax assets of our Canadian operating subsidiary due to sustained improvements in operating results, including a return to profitability and forecasts of future taxable income that are sufficient to realize the remaining deferred tax assets. The reversal of the valuation allowance resulted in a deferred income tax benefit of $1.4 million during the period ended June 30, 2025. 

    Net income was $0.9 million, or $0.34 per diluted share, for the quarter ended June 30, 2025 compared to a net loss of $(3.1) million, or $(1.21) per share for the quarter ended June 30, 2024. 

    Adjusted EBITDA was $2.2 million for the quarter ended June 30, 2025, an increase of $1.3 million compared to the same period a year ago. This improvement is primarily the result of an increase in revenues and lower SG&A expenses. Adjusted EBITDA margin of 6% for the quarter ended June 30, 2025, compared to 3% for the same period a year ago. 

    Cash flow from operating activities for the six months ended June 30, 2025 was a source of cash of $1.9 million, a $2.2 million decrease compared to the same period in 2024. For the six months ended June 30, 2025, free cash flow less distributions to non-controlling interest was a source of cash of $0.5 million compared to $3.2 million for the same period in 2024. The overall change in free cash flow was largely attributed to our change in net working capital including payment of incentive bonuses and cash-settled awards in the first quarter of 2025 and an increase in the amount distributed to our non-controlling interest in 2025, partially offset by an increase in net income in 2025.

    Liquidity and Capital Expenditures

    As of June 30, 2025, NCS had $25.4 million in cash, $7.7 million in total indebtedness related to finance lease obligations, and a borrowing base under the undrawn asset-based revolving credit facility (“ABL Facility”) of $17.2 million. Our working capital, defined as current assets minus current liabilities, was $87.2 million and $80.2 million as of June 30, 2025 and December 31, 2024, respectively.

    Net working capital, calculated as working capital, less cash and excluding the current maturities of long-term debt, was $64.0 million and $56.4 million as of June 30, 2025 and December 31, 2024, respectively. The increase in net working capital was primarily attributable to an increase in accounts receivable and inventory and a decrease in accrued expenses and other current liabilities due in part to payment of our 2024 incentive bonus and cash-settled awards in the first quarter of 2025, partially offset by an increase in accounts payable. 

    NCS incurred capital expenditures, net of proceeds from the sale of property and equipment, of $0.5 million and $0.4 million for the six months ended June 30, 2025 and 2024, respectively.

    EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA Less Share-Based Compensation, Adjusted Gross Profit, Adjusted Gross Margin, Free Cash Flow, Free Cash Flow Less Distributions to Non-Controlling Interest and Net Working Capital are non-GAAP financial measures. For an explanation of these measures and a reconciliation, refer to Non-GAAP Financial Measures” below.

    Strategic Acquisition of Reservoir Metrics, LLC

    On July 31, 2025, we acquired 100% of the equity interests of ResMetrics, a provider of tracer diagnostics services, for $5.9 million, on a cash-free, debt-free basis, in cash and assumed debt, subject to a working capital adjustment, with an additional earn-out of up to $1.3 million to be paid in early 2026, depending solely on changes in international trade tariff rates for certain chemical imports during 2025. We believe the purchase of ResMetrics will further expand and complement our existing tracer diagnostics offerings.

    Conference Call

    The Company will host a conference call to discuss its second quarter 2025 results and latest earnings guidance on Friday, August 1, 2025 at 7:30 a.m. Central Time (8:30 a.m. Eastern Time). The conference call will be available via a live audio webcast. Participants who wish to ask questions may register for the call here to receive the dial-in numbers and unique PIN. If you wish to join the conference call but do not plan to ask questions, you may join the listen-only webcast here. The live webcast can also be accessed by visiting the Investors section of the Company’s website at ir.ncsmultistage.com. It is recommended that participants join at least 10 minutes prior to the event start.

    The replay will be available in the Investors section of the Company’s website shortly after the conclusion of the call and will remain available for approximately seven days.

    About NCS Multistage Holdings, Inc.

    NCS Multistage Holdings, Inc. is a leading provider of highly engineered products and support services that facilitate the optimization of oil and natural gas well construction, well completions and field development strategies. NCS provides products and services primarily to exploration and production companies for use in onshore and offshore wells, predominantly wells that have been drilled with horizontal laterals in both unconventional and conventional oil and natural gas formations. NCS’s products and services are utilized in oil and natural gas basins throughout North America and in selected international markets, including the North Sea, the Middle East, Argentina and China. NCS’s common stock is traded on the Nasdaq Capital Market under the symbol “NCSM.” Additional information is available on the website, www.ncsmultistage.com.

    Forward Looking Statements

    This press release contains forward-looking statements within the meaning of thesafe harborprovisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such asanticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expectsand similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause our actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following: declines in the level of oil and natural gas exploration and production activity in Canada, the United States and internationally; oil and natural gas price fluctuations; significant competition for our products and services that results in pricing pressures, reduced sales, or reduced market share; inability to successfully implement our strategy of increasing sales of products and services into the U.S. and international markets; loss of significant customers; losses and liabilities from uninsured or underinsured business activities and litigation; change in trade policy, including the impact of tariffs; our failure to identify and consummate potential acquisitions; the financial health of our customers including their ability to pay for products or services provided; our inability to integrate or realize the expected benefits from acquisitions; our inability to achieve suitable price increases to offset the impacts of cost inflation; loss of any of our key suppliers or significant disruptions negatively impacting our supply chain; risks in attracting and retaining qualified employees and key personnel; risks resulting from the operations of our joint venture arrangement; currency exchange rate fluctuations; impact of severe weather conditions; our inability to accurately predict customer demand, which may result in us holding excess or obsolete inventory; failure to comply with or changes to federal, state and local and non-U.S. laws and other regulations, including tax policies, anti-corruption and environmental regulations, guidelines and regulations for the use of explosives; impairment in the carrying value of long-lived assets including goodwill; system interruptions or failures, including complications with our enterprise resource planning system, cybersecurity breaches, identity theft or other disruptions that could compromise our information; our inability to successfully develop and implement new technologies, products and services that align with the needs of our customers, including addressing the shift to more non-traditional energy markets as part of the energy transition and the adoption of artificial intelligence and machine learning; our inability to protect and maintain critical intellectual property assets, the inability to protect our current royalty income, or the losses and liabilities from adverse decisions in intellectual property disputes; loss of, or interruption to, our information and computer systems; our failure to establish and maintain effective internal control over financial reporting; restrictions on the availability of our customers to obtain water essential to the drilling and hydraulic fracturing processes; changes in legislation or regulation governing the oil and natural gas industry, including restrictions on emissions of greenhouse gases; our inability to meet regulatory requirements for use of certain chemicals by our tracer diagnostics business; the reduction in our ABL Facility borrowing base or our inability to comply with the covenants in our debt agreements; and our inability to obtain sufficient liquidity on reasonable terms, or at all and other factors discussed or referenced in our filings made from time to time with the Securities and Exchange Commission. Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

    Contact

    Mike Morrison
    Chief Financial Officer and Treasurer
    (281) 453-2222
    IR@ncsmultistage.com 

    NCS MULTISTAGE HOLDINGS, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (In thousands, except per share data)
    (Unaudited)
     
        Three Months Ended     Six Months Ended  
        June 30,     June 30,  
        2025     2024     2025     2024  
    Revenues                                
    Product sales   $ 27,776     $ 19,022     $ 62,842     $ 50,780  
    Services     8,678       10,668       23,617       22,768  
    Total revenues     36,454       29,690       86,459       73,548  
    Cost of sales                                
    Cost of product sales, exclusive of depreciation and amortization expense shown below     18,214       12,209       38,566       31,901  
    Cost of services, exclusive of depreciation and amortization expense shown below     5,242       5,510       13,040       12,105  
    Total cost of sales, exclusive of depreciation and amortization expense shown below     23,456       17,719       51,606       44,006  
    Selling, general and administrative expenses     13,626       14,820       29,821       28,650  
    Depreciation     1,235       1,134       2,439       2,207  
    Amortization     167       167       334       334  
    (Loss) income from operations     (2,030 )     (4,150 )     2,259       (1,649 )
    Other income (expense)                                
    Interest expense, net     (68 )     (115 )     (110 )     (215 )
    Other income, net     1,563       2,203       2,446       3,340  
    Foreign currency exchange gain (loss), net     1,201       (507 )     1,198       (1,005 )
    Total other income     2,696       1,581       3,534       2,120  
    Income (loss) before income tax     666       (2,569 )     5,793       471  
    Income tax (benefit) expense     (1,032 )     270       (359 )     757  
    Net income (loss)     1,698       (2,839 )     6,152       (286 )
    Net income attributable to non-controlling interest     774       256       1,172       739  
    Net income (loss) attributable to NCS Multistage Holdings, Inc.   $ 924     $ (3,095 )   $ 4,980     $ (1,025 )
    Earnings (loss) per common share                                
    Basic earnings (loss) per common share attributable to NCS Multistage Holdings, Inc.   $ 0.36     $ (1.21 )   $ 1.93     $ (0.41 )
    Diluted earnings (loss) per common share attributable to NCS Multistage Holdings, Inc.   $ 0.34     $ (1.21 )   $ 1.84     $ (0.41 )
    Weighted average common shares outstanding                                
    Basic     2,594       2,548       2,581       2,528  
    Diluted     2,734       2,548       2,704       2,528  
     
    NCS MULTISTAGE HOLDINGS, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (In thousands, except share data)
    (Unaudited)
     
        June 30,     December 31,  
        2025     2024  
    Assets                
    Current assets                
    Cash and cash equivalents   $ 25,372     $ 25,880  
    Accounts receivable—trade, net     34,216       31,513  
    Inventories, net     43,510       40,971  
    Prepaid expenses and other current assets     2,707       2,063  
    Other current receivables     5,165       5,143  
    Total current assets     110,970       105,570  
    Noncurrent assets                
    Property and equipment, net     20,470       21,283  
    Goodwill     15,222       15,222  
    Identifiable intangibles, net     3,356       3,690  
    Operating lease assets     5,468       5,911  
    Deposits and other assets     622       712  
    Deferred income taxes, net     1,869       424  
    Total noncurrent assets     47,007       47,242  
    Total assets   $ 157,977     $ 152,812  
    Liabilities and Stockholders’ Equity                
    Current liabilities                
    Accounts payable—trade   $ 9,997     $ 8,970  
    Accrued expenses     6,803       8,351  
    Income taxes payable     790       683  
    Operating lease liabilities     1,685       1,602  
    Current maturities of long-term debt     2,200       2,141  
    Other current liabilities     2,331       3,672  
    Total current liabilities     23,806       25,419  
    Noncurrent liabilities                
    Long-term debt, less current maturities     5,462       6,001  
    Operating lease liabilities, long-term     4,338       4,891  
    Other long-term liabilities     206       206  
    Deferred income taxes, net     186       186  
    Total noncurrent liabilities     10,192       11,284  
    Total liabilities     33,998       36,703  
    Commitments and contingencies                
    Stockholders’ equity                
    Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding at June 30, 2025 and December 31, 2024            
    Common stock, $0.01 par value, 11,250,000 shares authorized, 2,607,362 shares issued and 2,540,849 shares outstanding at June 30, 2025 and 2,563,979 shares issued and 2,507,430 shares outstanding at December 31, 2024     26       26  
    Additional paid-in capital     448,582       447,384  
    Accumulated other comprehensive loss     (85,916 )     (87,604 )
    Retained deficit     (254,044 )     (259,024 )
    Treasury stock, at cost, 66,513 shares at June 30, 2025 and 56,549 shares at December 31, 2024     (2,211 )     (1,943 )
    Total stockholders’ equity     106,437       98,839  
    Non-controlling interest     17,542       17,270  
    Total equity     123,979       116,109  
    Total liabilities and stockholders’ equity   $ 157,977     $ 152,812  
     
    NCS MULTISTAGE HOLDINGS, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (In thousands)
    (Unaudited)
      Six Months Ended  
      June 30,  
      2025   2024  
    Cash flows from operating activities            
    Net income (loss) $ 6,152   $ (286 )
    Adjustments to reconcile net income (loss) to net cash provided by operating activities:            
    Depreciation and amortization   2,773     2,541  
    Amortization of deferred loan costs   104     103  
    Share-based compensation   2,837     2,062  
    Provision for inventory obsolescence   191     679  
    Deferred income tax (benefit) expense   (1,398 )   21  
    Gain on sale of property and equipment   (475 )   (340 )
    Provision for (recovery of) credit losses   19     (5 )
    Net foreign currency unrealized (gain) loss   (1,854 )   956  
    Proceeds from note receivable       61  
    Changes in operating assets and liabilities:            
    Accounts receivable—trade   (1,827 )   (1,024 )
    Inventories, net   (1,476 )   (1,501 )
    Prepaid expenses and other assets   972     (619 )
    Accounts payable—trade   1,719     1,353  
    Accrued expenses   (1,680 )   1,761  
    Other liabilities   (4,101 )   (2,092 )
    Income taxes receivable/payable   (80 )   429  
    Net cash provided by operating activities   1,876     4,099  
    Cash flows from investing activities            
    Purchases of property and equipment   (745 )   (633 )
    Purchase and development of software and technology       (53 )
    Proceeds from sales of property and equipment   271     293  
    Net cash used in investing activities   (474 )   (393 )
    Cash flows from financing activities            
    Payments on finance leases   (1,072 )   (932 )
    Line of credit borrowings   2,338     2,974  
    Payments of line of credit borrowings   (2,338 )   (2,974 )
    Treasury shares withheld   (268 )   (237 )
    Distribution to noncontrolling interest   (900 )   (500 )
    Net cash used in financing activities   (2,240 )   (1,669 )
    Effect of exchange rate changes on cash and cash equivalents   330     (143 )
    Net change in cash and cash equivalents   (508 )   1,894  
    Cash and cash equivalents beginning of period   25,880     16,720  
    Cash and cash equivalents end of period $ 25,372   $ 18,614  
    Noncash investing and financing activities            
    Assets obtained in exchange for new finance lease liabilities $ 723   $ 1,821  
    Assets obtained in exchange for new operating lease liabilities $ 247   $  
                 
    NCS MULTISTAGE HOLDINGS, INC.
    REVENUES BY GEOGRAPHIC AREA
    (In thousands)
    (Unaudited)
     
        Three Months Ended     Six Months Ended  
        June 30,     June 30,  
        2025     2024     2025     2024  
    United States                                
    Product sales   $ 11,930     $ 8,550     $ 18,797     $ 16,317  
    Services     1,682       3,241       4,187       5,485  
    Total United States     13,612       11,791       22,984       21,802  
    Canada                                
    Product sales     13,021       8,263       39,864       30,938  
    Services     4,948       3,795       15,823       12,789  
    Total Canada     17,969       12,058       55,687       43,727  
    Other Countries                                
    Product sales     2,825       2,209       4,181       3,525  
    Services     2,048       3,632       3,607       4,494  
    Total other countries     4,873       5,841       7,788       8,019  
    Total                                
    Product sales     27,776       19,022       62,842       50,780  
    Services     8,678       10,668       23,617       22,768  
    Total revenues   $ 36,454     $ 29,690     $ 86,459     $ 73,548  
     

    NCS MULTISTAGE HOLDINGS, INC.
    RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
    (In thousands, except per share data)
    (Unaudited)

    Non-GAAP Financial Measures 

    EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA Less Share-Based Compensation, Adjusted Gross Profit, Adjusted Gross Margin, Free Cash Flow, Free Cash Flow Less Distributions to Non-Controlling Interest and Net Working Capital (our “non-GAAP financial measures”) are not defined under generally accepted accounting principles (“GAAP”), are not measures of net income (loss), income (loss) from operations, gross profit and gross margin (inclusive of DD&A), cash provided by (used in) operating activities, working capital or any other performance measure derived in accordance with GAAP, and are subject to important limitations. Our non-GAAP financial measures may not be comparable to similarly titled measures of other companies in our industry and are not measures of performance calculated in accordance with GAAP. Our non-GAAP financial measures have important limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of our financial performance as reported under GAAP, and they should not be considered as alternatives to net income (loss), income (loss) from operations, gross profit, gross margin, cash provided by (used in) operating activities, working capital or any other performance measures derived in accordance with GAAP as measures of operating performance or as alternatives to cash flow from operating activities as measures of our liquidity.

    However, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA Less Share-Based Compensation, Adjusted Gross Profit, Adjusted Gross Margin, Free Cash Flow, Free Cash Flow Less Distributions to Non-Controlling Interest and Net Working Capital are key metrics that management uses to assess the period-to-period performance of our core business operations or metrics that enable investors to assess our performance from period to period relative to the performance of other companies that are not subject to such factors, or who may provide similar non-GAAP measures in their public disclosures.

    The tables below set forth reconciliations of our non-GAAP financial measures to the most directly comparable measures of financial performance calculated under GAAP:

    NET WORKING CAPITAL

    Net working capital is defined as total current assets, excluding cash and cash equivalents, minus total current liabilities, excluding current maturities of long-term debt. Net working capital excludes cash and cash equivalents and current maturities of long-term debt in order to evaluate the investments in working capital that we believe are required to support our business. We believe that net working capital is useful in analyzing the cash flow and working capital needs of the Company, including determining the efficiencies of our operations and our ability to readily convert assets into cash.

        June 30,     December 31,  
        2025     2024  
    Working capital   $ 87,164     $ 80,151  
    Cash and cash equivalents     (25,372 )     (25,880 )
    Current maturities of long term debt     2,200       2,141  
    Net working capital   $ 63,992     $ 56,412  
     


    NCS MULTISTAGE HOLDINGS, INC.

    RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
    (In thousands, except per share data)
    (Unaudited)

    ADJUSTED GROSS PROFIT AND ADJUSTED GROSS MARGIN

    Adjusted gross profit is defined as total revenues minus cost of sales, exclusive of depreciation and amortization expense, which we present as a separate line item in our statement of operations. Adjusted gross margin represents adjusted gross profit as a percentage of total revenues.

        Three Months Ended     Six Months Ended  
        June 30,     June 30,  
        2025     2024     2025     2024  
    Total revenues   $ 36,454     $ 29,690     $ 86,459     $ 73,548  
    Total cost of sales, exclusive of depreciation and amortization expense     23,456       17,719       51,606       44,006  
    Total depreciation and amortization associated with cost of sales     729       653       1,444       1,269  
    Gross Profit   $ 12,269     $ 11,318     $ 33,409     $ 28,273  
    Gross Margin     34 %     38 %     39 %     38 %
    Exclude total depreciation and amortization associated with cost of sales     (729 )     (653 )     (1,444 )     (1,269 )
    Adjusted Gross Profit   $ 12,998     $ 11,971     $ 34,853     $ 29,542  
    Adjusted Gross Margin     36 %     40 %     40 %     40 %
     


    NCS MULTISTAGE HOLDINGS, INC.

    RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
    (In thousands)
    (Unaudited)

    EBITDA, ADJUSTED EBITDA, ADJUSTED EBITDA MARGIN, AND ADJUSTED EBITDA LESS SHARE-BASED COMPENSATION

    EBITDA is defined as net income (loss) before interest expense, net, income tax expense and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to exclude certain items which we believe are not reflective of ongoing operating performance or which, in the case of share-based compensation, is non-cash in nature. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of total revenues. Adjusted EBITDA Less Share-Based Compensation is defined as Adjusted EBITDA minus share-based compensation expense. We believe that Adjusted EBITDA is an important measure that excludes costs that do not reflect the Company’s ongoing operating performance, legal proceedings for intellectual property as further described below, and certain costs associated with our capital structure. We believe that Adjusted EBITDA Less Share-Based Compensation presents our financial performance in a manner that is comparable to the presentation provided by many of our peers.

    We periodically incur legal costs associated with the assertion of, or defense of, intellectual property, which we exclude from our definition of Adjusted EBITDA and Adjusted EBITDA Less Share-Based Compensation, unless we believe that settlement will occur prior to any material legal spend (included in the table below as “Professional Fees”). Although these costs may recur between periods, depending on legal matters then outstanding or in process, we believe the timing of when these costs are incurred does not typically match the settlement or recoveries associated with such matters, and therefore, can distort our operating results. Similarly, we exclude from Adjusted EBITDA and Adjusted EBITDA Less Share-Based Compensation the one-time settlement or recovery payment associated with these excluded legal matters when realized but would not exclude any go forward royalties or payments, if applicable. We expect to continue to incur these legal costs for current matters under appeal and for any future cases that may go to trial, provided that the amount will vary by period. 

        Three Months Ended     Six Months Ended  
        June 30,     June 30,  
        2025     2024     2025     2024  
    Net income (loss)   $ 1,698     $ (2,839 )   $ 6,152     $ (286 )
    Income tax (benefit) expense     (1,032 )     270       (359 )     757  
    Interest expense, net     68       115       110       215  
    Depreciation     1,235       1,134       2,439       2,207  
    Amortization     167       167       334       334  
    EBITDA     2,136       (1,153 )     8,676       3,227  
    Share-based compensation (a)     646       667       1,198       1,433  
    Professional fees (b)     370       677       1,359       930  
    Foreign currency exchange (gain) loss (c)     (1,201 )     507       (1,198 )     1,005  
    Other (d)     272       218       402       398  
    Adjusted EBITDA   $ 2,223     $ 916     $ 10,437     $ 6,993  
    Adjusted EBITDA Margin     6 %     3 %     12 %     10 %
    Adjusted EBITDA Less Share-Based Compensation   $ 1,577     $ 249     $ 9,239     $ 5,560  

    _______________________

    (a) Represents non-cash compensation charges related to share-based compensation granted to our officers, employees and directors.
    (b) Represents non-capitalizable costs of professional services primarily incurred or reversed in connection with our legal proceedings associated with the assertion of, or defense of, intellectual property as further described above as well as the cost incurred for the evaluation of potential strategic transactions.
    (c) Represents realized and unrealized foreign currency exchange gains and losses primarily due to movement in the foreign currency exchange rates during the applicable periods.
    (d) Represents the impact of a research and development subsidy that is included in income tax expense in accordance with GAAP along with other charges and credits.
       


    NCS MULTISTAGE HOLDINGS, INC.

    RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
    (In thousands)
    (Unaudited)

    FREE CASH FLOW AND FREE CASH FLOW LESS DISTRIBUTIONS TO NON-CONTROLLING INTEREST

    Free cash flow is defined as net cash provided by (used in) operating activities less purchases of property and equipment (inclusive of the purchase and development of software and technology) plus proceeds from sales of property and equipment, as presented in our consolidated statement of cash flows. We define free cash flow less distributions to non-controlling interest as free cash flow less amounts reported in the financing activities section of the statement of cash flows as distributions to non-controlling interest. We believe free cash flow is useful because it provides information to investors regarding the cash that was available in the period that was in excess of our needs to fund our capital expenditures and other investment needs. We believe that free cash flow less distributions to non-controlling interest is useful because it provides information to investors regarding the cash that was available in the period that was in excess of our needs to fund our capital expenditures, other investment needs, and cash distributions to our joint venture partner.

        Six Months Ended  
        June 30,  
        2025     2024  
    Net cash provided by operating activities   $ 1,876     $ 4,099  
    Purchases of property and equipment     (745 )     (633 )
    Purchase and development of software and technology           (53 )
    Proceeds from sales of property and equipment     271       293  
    Free cash flow   $ 1,402     $ 3,706  
    Distributions to non-controlling interest     (900 )     (500 )
    Free cash flow less distributions to non-controlling interest   $ 502     $ 3,206  

    The MIL Network

  • MIL-OSI: $HAREHOLDER ALERT: The M&A Class Action Firm Announces An Investigation of CyberArk Software Ltd. (NASDAQ: CYBR)

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, July 31, 2025 (GLOBE NEWSWIRE) — Class Action Attorney Juan Monteverde with Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report. The firm is headquartered at the Empire State Building in New York City and is investigating CyberArk Software Ltd. (NASDAQ: CYBR) related to its sale to Palo Alto Networks for $45.00 in cash and 2.2005 shares of Palo Alto common stock for each CyberArk share. Is it a fair deal?

    Click here for more info https://monteverdelaw.com/case/cyberark-software-ltd/. It is free and there is no cost or obligation to you.

    NOT ALL LAW FIRMS ARE EQUAL. Before you hire a law firm, you should talk to a lawyer and ask:

    1. Do you file class actions and go to Court?
    2. When was the last time you recovered money for shareholders?
    3. What cases did you recover money in and how much?

    About Monteverde & Associates PC

    Our firm litigates and has recovered money for shareholders…and we do it from our offices in the Empire State Building. We are a national class action securities firm with a successful track record in trial and appellate courts, including the U.S. Supreme Court. 

    No one is above the law. If you own common stock in the above listed company and have concerns or wish to obtain additional information free of charge, please visit our website or contact Juan Monteverde, Esq. either via e-mail at jmonteverde@monteverdelaw.com or by telephone at (212) 971-1341.

    Contact:
    Juan Monteverde, Esq.
    MONTEVERDE & ASSOCIATES PC
    The Empire State Building
    350 Fifth Ave. Suite 4740
    New York, NY 10118
    United States of America
    jmonteverde@monteverdelaw.com
    Tel: (212) 971-1341

    Attorney Advertising. (C) 2025 Monteverde & Associates PC. The law firm responsible for this advertisement is Monteverde & Associates PC (www.monteverdelaw.com).  Prior results do not guarantee a similar outcome with respect to any future matter.

    The MIL Network

  • MIL-OSI: Fairfax India Holdings Corporation: Second Quarter Financial Results

    Source: GlobeNewswire (MIL-OSI)

    NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

    (Note:   All dollar amounts in this press release are expressed in U.S. dollars except as otherwise noted. The financial results are derived from unaudited financial statements prepared using the recognition and measurement requirements of International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS®Accounting Standards”), except as otherwise noted. This press release contains certain non-GAAP and other financial measures, including book value per share and cash and marketable securities, that do not have a prescribed meaning under IFRS Accounting Standards and may not be comparable to similar financial measures presented by other issuers. See “Glossary of non-GAAP and other financial measures” at the end of this press release for further details.)
         

    TORONTO, July 31, 2025 (GLOBE NEWSWIRE) — Fairfax India Holdings Corporation (TSX: FIH.U) announces net earnings of $278.1 million ($2.06 net earnings per diluted share) in the second quarter of 2025, compared to net earnings of $254.1 million in the second quarter of 2024 ($1.88 net earnings per diluted share). The company’s book value per share increased 10.4% to $21.43 at June 30, 2025 from $19.41 at March 31, 2025 ($20.96 at December 31, 2024), primarily due to unrealized gains recorded on the company’s publicly listed investments.

    Highlights for the second quarter of 2025 included the following:

    • Net change in unrealized gains on investments of $330.9 million principally arose from increases in the fair values of the company’s publicly listed investments of $329.1 million, including IIFL Capital ($129.2 million), IIFL Finance ($110.2 million), CSB Bank ($73.3 million), Fairchem Organics ($11.4 million) and 5paisa ($5.0 million), and private company investments of $0.8 million including BIAL ($6.3 million) and Seven Islands ($3.5 million), partially offset by unrealized losses on the company’s investment in Sanmar ($12.3 million).
    • The company continued to buy back shares under its normal course issuer bid and during the second quarter of 2025 purchased for cancellation 28,758 subordinate voting shares at a net cost of $0.4 million ($15.19 per subordinate voting share).

    Fairfax India is in strong financial health, with cash and marketable securities at June 30, 2025 of $107.0 million and $79.2 million available under its revolving credit facility.

    There were 134.8 million and 135.2 million weighted average common shares outstanding during the second quarters of 2025 and 2024, respectively. At June 30, 2025 there were 104,810,704 subordinate voting shares and 30,000,000 multiple voting shares outstanding.

    Unaudited balance sheets, earnings (loss) and comprehensive income (loss) information follow and form part of this press release. Fairfax India’s detailed second quarter report can be accessed at its website www.fairfaxindia.ca.

    Fairfax India Holdings Corporation is an investment holding company whose objective is to achieve long term capital appreciation, while preserving capital, by investing in public and private equity securities and debt instruments in India and Indian businesses or other businesses with customers, suppliers or business primarily conducted in, or dependent on, India.

    For further information, contact: John Varnell, Vice President, Corporate Affairs
    (416) 367-4755
       

    CONSOLIDATED BALANCE SHEETS
    as at June 30, 2025 and December 31, 2024
    (unaudited – US$ thousands except per share amounts)

        June 30, 2025
        December 31, 2024
     
    Assets        
    Cash and cash equivalents     20,216       59,322  
    Bonds     110,134       180,507  
    Common stocks     3,738,804       3,381,206  
    Total cash and investments     3,869,154       3,621,035  
             
    Interest and dividends receivable     3,173       8,849  
    Income taxes refundable     174       174  
    Other assets     582       722  
    Total assets     3,873,083       3,630,780  
             
    Liabilities        
    Accounts payable and accrued liabilities     1,019       1,300  
    Accrued interest expense     9,004       8,611  
    Income taxes payable     844       5,379  
    Payable to related parties     10,572       10,099  
    Payable for securities purchased     170,850        
    Deferred income taxes     163,039       149,780  
    Borrowings     498,610       498,349  
    Total liabilities     853,938       673,518  
             
    Equity        
    Common shareholders’ equity     2,888,397       2,826,495  
    Non-controlling interests     130,748       130,767  
    Total equity     3,019,145       2,957,262  
          3,873,083       3,630,780  
             
             
    Book value per share   $ 21.43     $ 20.96  

    CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
    for the three and six months ended June 30, 2025 and 2024
    (unaudited – US$ thousands except per share amounts)

      Second quarter   First six months
        2025       2024       2025       2024  
    Income              
    Interest   1,814       4,730       5,010       9,768  
    Dividends   274       489       3,272       7,538  
    Net realized gains on investments   83       101,400       699       218,324  
    Net change in unrealized gains (losses) on investments   330,883       183,812       108,021       (227,115 )
    Net foreign exchange gains (losses)   (2,129 )     364       1,116       (12 )
        330,925       290,795       118,118       8,503  
    Expenses              
    Investment and advisory fees   10,643       10,122       20,042       19,606  
    General and administration expenses   1,363       2,108       3,011       4,644  
    Interest expense   7,232       6,381       13,987       12,761  
        19,238       18,611       37,040       37,011  
                   
    Earnings (loss) before income taxes   311,687       272,184       81,078       (28,508 )
    Provision for income taxes   33,128       18,037       13,986       10,554  
    Net earnings (loss)   278,559       254,147       67,092       (39,062 )
                   
    Attributable to:              
    Shareholders of Fairfax India   278,113       254,142       66,889       (39,362 )
    Non-controlling interests   446       5       203       300  
        278,559       254,147       67,092       (39,062 )
                   
    Net earnings (loss) per basic and diluted share $ 2.06     $ 1.88     $ 0.50     $ (0.29 )
    Shares outstanding (weighted average)   134,813,388       135,152,447       134,826,353       135,259,190  

    CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
    for the three and six months ended June 30, 2025 and 2024
    (unaudited – US$ thousands)

      Second quarter   First six months
      2025     2024     2025     2024  
                   
    Net earnings (loss) 278,559     254,147     67,092     (39,062 )
    Other comprehensive loss, net of income taxes              
    Item that may be subsequently reclassified to net earnings (loss)              
    Unrealized foreign currency translation losses, net of income taxes of nil
    (2024 – nil)
    (6,843 )   (633 )   (4,797 )   (6,341 )
    Comprehensive income (loss) 271,716     253,514     62,295     (45,403 )
                   
    Attributable to:              
    Shareholders of Fairfax India 271,705     253,486     62,314     (45,440 )
    Non-controlling interests 11     28     (19 )   37  
      271,716     253,514     62,295     (45,403 )

    This press release may contain forward-looking statements within the meaning of applicable securities legislation. Forward-looking statements may relate to the company’s or an Indian Investment’s future outlook and anticipated events or results and may include statements regarding the financial position, business strategy, growth strategy, budgets, operations, financial results, taxes, dividends, plans and objectives of the company. Particularly, statements regarding future results, performance, achievements, prospects or opportunities of the company, an Indian Investment, or the Indian market are forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. 

    Forward-looking statements are based on our opinions and estimates as of the date of this press release, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements, including but not limited to the following factors: oil price risk; geographic concentration of investments; potential lack of diversification; foreign currency fluctuation; volatility of the Indian securities markets; investments may be made in foreign private businesses where information is unreliable or unavailable; valuation methodologies involve subjective judgments; financial market fluctuations; pace of completing investments; minority investments; reliance on key personnel and risks associated with the Investment Advisory Agreement; disruption of the company’s information technology systems could significantly affect the company’s business; lawsuits; use of leverage; significant ownership by Fairfax may adversely affect the market price of the subordinate voting shares; trading price of subordinate voting shares relative to book value per share risk; weather risk; taxation risks; emerging markets; legal, tax and regulatory risks; MLI; economic risk; reliance on trading partners; and economic disruptions from conflicts in Ukraine and the Middle East and the development of other geopolitical events and economic disruptions worldwide. Additional risks and uncertainties are described in the company’s annual information form dated March 7, 2025 which is available on SEDAR+ at www.sedarplus.ca and on the company’s website at www.fairfaxindia.ca. These factors and assumptions are not intended to represent a complete list of the factors and assumptions that could affect the company. These factors and assumptions, however, should be considered carefully.

    Although the company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The company does not undertake to update any forward-looking statements contained herein, except as required by applicable securities laws.

    GLOSSARY OF NON-GAAP AND OTHER FINANCIAL MEASURES

    Management analyzes and assesses the financial position of the consolidated company in various ways. Certain of the measures included in this press release, which have been used consistently and disclosed regularly in the company’s Annual Reports and interim financial reporting, do not have a prescribed meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other companies. Those measures are described below.

    Book value per share – The company considers book value per share a key performance measure in evaluating its objective of long term capital appreciation, while preserving capital. This measure is also closely monitored as it is used to calculate the performance fee, if any, to Fairfax Financial Holdings Limited. This measure is calculated by the company as common shareholders’ equity divided by the number of common shares outstanding.

    Cash and marketable securities – The company uses this measure to monitor short term liquidity risk. This measure is calculated by the company as the sum of cash, cash equivalents, short term investments and Government of India bonds.

    The MIL Network

  • MIL-OSI: WTW Reports Second Quarter 2025 Earnings

    Source: GlobeNewswire (MIL-OSI)

    • Revenue1of $2.3 billion was flat compared to prior-year quarter due to the sale of TRANZACT
    • Organic Revenue growth of 5% for the quarter
    • Diluted Earnings per Share was $3.32 for the quarter, up 144% over prior year
    • Adjusted Diluted Earnings per Share was $2.86 for the quarter, up 20% over prior year2
    • Operating Margin was 16.3% for the quarter, up 690 basis points over prior year
    • Adjusted Operating Margin was 18.5% for the quarter, up 150 basis points from prior year

    LONDON, July 31, 2025 (GLOBE NEWSWIRE) — WTW (NASDAQ: WTW) (the “Company”), a leading global advisory, broking and solutions company, today announced financial results for the second quarter ended June 30, 2025.

    “Our strong second quarter results demonstrate the meaningful progress we’ve made towards advancing our strategy, helping deliver solid topline results, along with margin and earnings growth,” said Carl Hess, WTW’s Chief Executive Officer. “I’m pleased with how our businesses continued to prove their value and resilience this quarter, providing our clients with critical solutions to help manage people, risk and capital amidst economic uncertainty. Building on our strong first-half performance and continued momentum, we enter the second half of 2025 on track to deliver on our financial framework, including mid-single digit organic revenue growth, operating margin expansion, adjusted earnings per share growth, and free-cash-flow margin expansion. I’d like to thank our colleagues for their consistent execution and dedication to delivering for our clients.”

    Consolidated Results

    As reported, USD millions, except %

    Key Metrics Q2-25 Q2-242 Y/Y Change
    Revenue1 $2,261 $2,265 Reported (0)% | CC (1)% | Organic 5%
    Income from Operations $368 $212 74%
    Operating Margin % 16.3% 9.4% 690 bps
    Adjusted Operating Income $419 $385 9%
    Adjusted Operating Margin % 18.5% 17.0% 150 bps
    Net Income $332 $142 134%
    Adjusted Net Income $285 $247 15%
    Diluted EPS $3.32 $1.36 144%
    Adjusted Diluted EPS $2.86 $2.39 20%
    1 The revenue amounts included in this release are presented on a U.S. GAAP basis except where stated otherwise. The segment discussion is on an organic basis.
       
    2 Refer to “WTW Non-GAAP Measures” below and the Q2-25 Supplemental Slides for recast of historical Non-GAAP measures.
       

    Revenue was $2.26 billion for the second quarter of 2025, which was flat compared to $2.27 billion for the same period in the prior year due to the sale of TRANZACT. Excluding the impact of foreign currency, revenue decreased 1%. On an organic basis, revenue increased 5%. See Supplemental Segment Information for additional detail on book-of-business settlements and interest income included in revenue.

    Net Income for the second quarter of 2025 was $332 million compared to Net Income of $142 million in the prior-year second quarter. Adjusted EBITDA for the second quarter was $470 million, or 20.8% of revenue, an increase of 6%, compared to Adjusted EBITDA of $445 million, or 19.6% of revenue, in the prior-year second quarter. The U.S. GAAP tax rate for the second quarter was (6.8)%, and the adjusted income tax rate for the second quarter used in calculating adjusted diluted earnings per share was 18.0%.

    Cash Flow and Capital Allocation

    Cash flows from operating activities were $326 million for the six months ended June 30, 2025, compared to cash flows from operating activities of $431 million for the same prior-year period. Free cash flow for the six months ended June 30, 2025 and 2024 was $217 million and $305 million, respectively, a decrease of $88 million. The decline was primarily due to increased compensation and cash tax payments as well as the absence of cash inflows from TRANZACT following its sale on December 31, 2024, partly offset by lower Transformation program spending and operational improvements. During the quarter ended June 30, 2025, the Company repurchased 1,614,427 of its outstanding shares for $500 million.

    Second Quarter 2025 Segment Highlights

    Health, Wealth & Career (“HWC”)

    As reported, USD millions, except %

    Health, Wealth & Career Q2-25 Q2-24 Y/Y Change
    Total Revenue $1,180 $1,260 Reported (6)% | CC (8)% | Organic 4%
    Operating Income $280 $276 1%
    Operating Margin % 23.8% 21.9% 190 bps

    The HWC segment had revenue of $1.18 billion in the second quarter of 2025, a decrease of 6% (8% decrease constant currency and organic growth of 4%) from $1.26 billion in the prior year due to the sale of TRANZACT. Health delivered organic revenue growth driven by double-digit increases outside North America and solid performance in North America. Wealth generated organic revenue growth from higher levels of Retirement work globally alongside growth in our Investments business from new business wins and product launches. Career had modest revenue growth as healthy demand for advisory project work outside North America was offset by North America client postponement decisions made earlier in the year. Benefits Delivery & Outsourcing revenue was materially flat, as increased project and core administration work within Europe was tempered by lower commission revenue in the Individual Marketplace business compared to the prior year.

    Operating margins in the HWC segment increased 190 basis points from the prior-year second quarter to 23.8%, primarily due to the sale of TRANZACT. Excluding TRANZACT operating margins increased 20 basis points. Please refer to the Supplemental Slides for TRANZACT’s standalone historical financial results.

    Risk & Broking (“R&B”)

    As reported, USD millions, except %

    Risk & Broking Q2-25 Q2-24 Y/Y Change
    Total Revenue $1,047 $979 Reported 7% | CC 6% | Organic 6%
    Operating Income $222 $202 10%
    Operating Margin % 21.2% 20.6% 60 bps

    The R&B segment had revenue of $1.05 billion in the second quarter of 2025, an increase of 7% (6% increase constant currency and organic) from $979 million in the prior year. Corporate Risk & Broking (CRB) had organic revenue growth driven by higher levels of new business activity and strong client retention globally. Insurance Consulting and Technology (ICT) revenue was flat for the quarter as clients managed spend more cautiously amid ongoing economic uncertainty.

    Operating margins in the R&B segment increased 60 basis points from the prior-year second quarter to 21.2%, due primarily to operating leverage driven by strong organic revenue growth and savings from the Transformation program which were partially offset by headwinds from decreased interest income and foreign currency fluctuations.

    Select 2025 Financial Considerations

    Changes to Non-GAAP financial measures:

    • All reported non-GAAP metrics will exclude non-cash net periodic pension and postretirement benefits
    • Free cash flow and free cash flow margin will capture cash outflows for capitalized software costs
    • Refer to Supplemental Slides for recast of historical Non-GAAP measures

    Business mix:

    • TRANZACT business, which contributed $1.14 to adjusted diluted earnings per share in 2024, is no longer part of the business portfolio following the completion of the TRANZACT sale in the fourth quarter of 2024
    • Reinsurance joint venture with Bain Capital expected to be a headwind on adjusted diluted earnings per share of approximately $0.20, which will be partially mitigated by gains from other equity investments, resulting in a net headwind of approximately $0.10 at the interest in earnings of associates level

    Free cash flow:

    • Expect cash outflows in 2025 from the payment of accrued costs related to the Transformation program which concluded in 2024

    Capital allocation:

    • Expect share repurchases of ~$1.5 billion, subject to market conditions and potential capital allocation to organic and inorganic investment opportunities

    Foreign exchange:

    • Expect a foreign currency tailwind on adjusted diluted earnings per share of approximately $0.05 in 2025 at today’s rates

    Adjusted operating margin outlook:

    • ~100 basis points of average annual margin expansion over next 3 years in R&B
    • Incremental annual margin expansion at HWC and enterprise levels

    The 2025 Financial Considerations above include Non-GAAP financial measures. We do not reconcile forward-looking Non-GAAP measures for reasons explained under “WTW Non-GAAP Measures” below.

    Conference Call

    The Company will host a conference call to discuss the financial results for the second quarter 2025. It will be held on Thursday, July 31, 2025, beginning at 9:00 a.m. Eastern Time. A live, listen-only webcast of the conference call will be available on WTW’s website. Analysts and institutional investors may participate in the conference call’s question-and-answer session by registering in advance here. An online replay will be available at investors.wtwco.com shortly after the call concludes.

    About WTW

    At WTW (NASDAQ: WTW), we provide data-driven, insight-led solutions in the areas of people, risk and capital. Leveraging the global view and local expertise of our colleagues serving 140 countries and markets, we help organizations sharpen their strategy, enhance organizational resilience, motivate their workforce and maximize performance. Working shoulder to shoulder with our clients, we uncover opportunities for sustainable success—and provide perspective that moves you. Learn more at www.wtwco.com.

    WTW Non-GAAP Measures

    In order to assist readers of our consolidated financial statements in understanding the core operating results that WTW’s management uses to evaluate the business and for financial planning, we present the following non-GAAP measures: (1) Constant Currency Change, (2) Organic Change, (3) Adjusted Operating Income/Margin, (4) Adjusted EBITDA/Margin, (5) Adjusted Net Income, (6) Adjusted Diluted Earnings Per Share, (7) Adjusted Income Before Taxes, (8) Adjusted Income Taxes/Tax Rate, (9) Free Cash Flow and (10) Free Cash Flow Margin.

    We believe that those measures are relevant and provide pertinent information widely used by analysts, investors and other interested parties in our industry to provide a baseline for evaluating and comparing our operating performance, and in the case of free cash flow, our liquidity results.

    Within the measures referred to as ‘adjusted’, we adjust for significant items which will not be settled in cash, or which we believe to be items that are not core to our current or future operations. Some of these items may not be applicable for the current quarter, however they may be part of our full-year results. Additionally, we have historically adjusted for certain items which are not described below, but for which we may adjust in a future period when applicable. Items applicable to the quarter or full year results, or the comparable periods, include the following:

    • Restructuring costs and transaction and transformation – Management believes it is appropriate to adjust for restructuring costs and transaction and transformation when they relate to a specific significant program with a defined set of activities and costs that are not expected to continue beyond a defined period of time, or significant acquisition-related transaction expenses. We believe the adjustment is necessary to present how the Company is performing, both now and in the future when the incurrence of these costs will have concluded.
    • Provisions for specified litigation matters – We will include provisions for litigation matters which we believe are not representative of our core business operations. Among other things, we determine this by reference to the amount of the loss (net of insurance and other recovery receivables) and by reference to whether the matter relates to an unusual and complex scenario that is not expected to be repeated as part of our ongoing, ordinary business. These amounts are presented net of insurance and other recovery receivables. See the footnotes to the reconciliation tables below for more specificity on the litigation matter excluded from adjusted results.
    • Gains and losses on disposals of operations – Adjustment to remove the gains or losses resulting from disposed operations that have not been classified as discontinued operations.
    • Net periodic pension and postretirement benefits – Adjustment to remove the recognition of net periodic pension and postretirement benefits (including pension settlements), other than service costs. We have included this adjustment as applicable in our prior-period disclosures in order to conform to the current-period presentation.
    • Tax effect of significant adjustments – Relates to the incremental tax expense or benefit resulting from significant or unusual events including significant statutory tax rate changes enacted in material jurisdictions in which we operate, internal reorganizations of ownership of certain businesses that reduced the investment held by our U.S.-controlled subsidiaries and the recovery of certain refunds or payment of taxes related to businesses in which we no longer participate.

    We evaluate our revenue on an as reported (U.S. GAAP), constant currency and organic basis. We believe presenting constant currency and organic information provides valuable supplemental information regarding our comparable results, consistent with how we evaluate our performance internally.

    We consider Constant Currency Change, Organic Change, Adjusted Operating Income/Margin, Adjusted EBITDA/Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Adjusted Income Before Taxes, Adjusted Income Taxes/Tax Rate and Free Cash Flow to be important financial measures, which are used to internally evaluate and assess our core operations and to benchmark our operating and liquidity results against our competitors. These non-GAAP measures are important in illustrating what our comparable operating and liquidity results would have been had we not incurred transaction-related and non-recurring items. Reconciliations of these measures are included in the accompanying tables with the following exception: The Company does not reconcile its forward-looking non-GAAP financial measures to the corresponding U.S. GAAP measures, due to variability and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible; and because not all of the information, such as foreign currency impacts necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure, is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The Company provides non-GAAP financial measures that it believes will be achieved, however it cannot accurately predict all of the components of the adjusted calculations and the U.S. GAAP measures may be materially different than the non-GAAP measures.

    Our non-GAAP measures and their accompanying definitions are presented as follows:

    Constant Currency Change – Represents the year-over-year change in revenue excluding the impact of foreign currency fluctuations. To calculate this impact, the prior year local currency results are first translated using the current year monthly average exchange rates. The change is calculated by comparing the prior year revenue, translated at the current year monthly average exchange rates, to the current year as reported revenue, for the same period. We believe constant currency measures provide useful information to investors because they provide transparency to performance by excluding the effects that foreign currency exchange rate fluctuations have on period-over-period comparability given volatility in foreign currency exchange markets.

    Organic Change – Excludes the impact of fluctuations in foreign currency exchange rates, as described above and the period-over-period impact of acquisitions and divestitures on current-year revenue. We believe that excluding transaction-related items from our U.S. GAAP financial measures provides useful supplemental information to our investors, and it is important in illustrating what our core operating results would have been had we not included these transaction-related items, since the nature, size and number of these transaction-related items can vary from period to period.

    Adjusted Operating Income/Margin – Income from operations adjusted for amortization, restructuring costs, transaction and transformation and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted operating income margin is calculated by dividing adjusted operating income by revenue. We consider adjusted operating income/margin to be important financial measures, which are used internally to evaluate and assess our core operations and to benchmark our operating results against our competitors.

    Adjusted EBITDA/Margin – Net Income adjusted for provision for income taxes, interest expense, depreciation and amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted EBITDA Margin is calculated by dividing adjusted EBITDA by revenue. We consider adjusted EBITDA/margin to be important financial measures, which are used internally to evaluate and assess our core operations, to benchmark our operating results against our competitors and to evaluate and measure our performance-based compensation plans.

    Adjusted Net Income – Net Income Attributable to WTW adjusted for amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results and the related tax effect of those adjustments and the tax effects of internal reorganizations. This measure is used solely for the purpose of calculating adjusted diluted earnings per share.

    Adjusted Diluted Earnings Per Share – Adjusted Net Income divided by the weighted-average number of ordinary shares, diluted. Adjusted diluted earnings per share is used to internally evaluate and assess our core operations and to benchmark our operating results against our competitors.

    Adjusted Income Before Taxes – Income from operations before income taxes and interest in earnings of associates adjusted for amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted income before taxes is used solely for the purpose of calculating the adjusted income tax rate.

    Adjusted Income Taxes/Tax Rate – Provision for income taxes adjusted for taxes on certain items of amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, the tax effects of significant adjustments and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results, divided by adjusted income before taxes. Adjusted income taxes is used solely for the purpose of calculating the adjusted income tax rate. Management believes that the adjusted income tax rate presents a rate that is more closely aligned to the rate that we would incur if not for the reduction of pre-tax income for the adjusted items and the tax effects of internal reorganizations, which are not core to our current and future operations.

    Free Cash Flow – Cash flows from operating activities less cash used to purchase fixed assets and software. Free Cash Flow is a liquidity measure and is not meant to represent residual cash flow available for discretionary expenditures. Management believes that free cash flow presents the core operating performance and cash-generating capabilities of our business operations. As a result of our change in presentation, free cash flow for the prior period has been adjusted to conform to the current period, which includes the deduction of our capitalized software costs.

    Free Cash Flow Margin – Free Cash Flow as a percentage of revenue, which represents how much of revenue would be realized on a cash basis. We consider this measure to be a meaningful metric for tracking cash conversion on a year-over-year basis due to the non-cash nature of our pension income, which is included in our GAAP and Non-GAAP earnings metrics presented herein.

    These non-GAAP measures are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies. Non-GAAP measures should be considered in addition to, and not as a substitute for, the information contained within our condensed consolidated financial statements.

    WTW Forward-Looking Statements

    This document contains ‘forward-looking statements’ within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. These forward-looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts, that address activities, events or developments that we expect or anticipate may occur in the future, including such things as: our outlook; the potential impact of natural or man-made disasters like health pandemics and other world health crises; future capital expenditures; ongoing working capital efforts; future share repurchases; financial results (including our revenue, costs or margins) and the impact of changes to tax laws on our financial results; existing and evolving business strategies including those related to acquisitions and dispositions; demand for our services and competitive strengths; strategic goals; the benefits of new initiatives; growth of our business and operations; the sustained health of our product, service, transaction, client, and talent assessment and management pipelines; our ability to successfully manage ongoing leadership, organizational and technology changes, including investments in improving systems and processes; our ability to implement and realize anticipated benefits of any cost-savings initiatives generated from our completed multi-year operational transformation program or other expense savings initiatives; our recognition of future impairment charges; and plans and references to future performance, including our future financial and operating results, short-term and long-term financial goals, plans, objectives, expectations and intentions, including with respect to free cash flow generation, adjusted net revenue, adjusted operating margin and adjusted earnings per share, are forward-looking statements. Also, when we use words such as ‘may’, ‘will’, ‘would’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘plan’, ‘continues’, ‘seek’, ‘target’, ‘goal’, ‘focus’, ‘probably’, or similar expressions, we are making forward-looking statements. Such statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. All forward-looking disclosure is speculative by its nature.

    There are important risks, uncertainties, events and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained in this document, including the following: our ability to successfully establish, execute and achieve our global business strategy as it evolves; our ability to fully realize the anticipated benefits of our growth strategy, including inorganic growth through acquisitions; our ability to achieve our short-term and long-term financial goals, such as with respect to our cash flow generation, and the timing with respect to such achievement; the risks related to changes in general economic conditions, business and political conditions, changes in the financial markets, inflation, credit availability, increased interest rates, changes in trade policies, increased tariffs and retaliatory actions; the risks to our short-term and long-term financial goals from any of the risks or uncertainties set forth herein; the risks relating to the adverse impacts of macroeconomic trends, including those relating to changes in trade policies and tariffs, as well as political events, war, such as the Russia-Ukraine and Israel-Hamas wars, and other international disputes, terrorism, natural disasters, public health issues and other business interruptions on the global economy and capital markets, such as uncertainty in the global markets, inflation, changes in interest rates and recessionary trends, changes in spending by government agencies and contractors, which could have a material adverse effect on our business, financial condition, results of operations and long-term goals; our ability to successfully hedge against fluctuations in foreign currency rates; the risks relating to the adverse impacts of natural or man-made disasters such as health pandemics and other world health crises on the demand for our products and services, our cash flows and our business operations; material interruptions to or loss of our information processing capabilities, or failure to effectively maintain and upgrade our information technology resources and systems and related risks of cybersecurity breaches or incidents; our ability to comply with complex and evolving regulations related to data privacy, cybersecurity and artificial intelligence; the risks relating to the transitional arrangements in effect subsequent to our completed sale of TRANZACT; significant competition that we face and the potential for loss of market share and/or profitability; the impact of seasonality and differences in timing of renewals and non-recurring revenue increases from disposals and book-of-business sales; the insufficiency of client data protection, potential breaches of information systems or insufficient safeguards against cybersecurity breaches or incidents; the risk of increased liability or new legal claims arising from our new and existing products and services, and expectations, intentions and outcomes relating to outstanding litigation; the risk of substantial negative outcomes on existing or potential future litigation or investigation matters; changes in the regulatory environment in which we operate, including, among other risks, the impacts of pending competition law and regulatory investigations; various claims, government inquiries or investigations or the potential for regulatory action; our ability to make divestitures or acquisitions, including our ability to integrate or manage acquired businesses or carve-out businesses to be disposed, as well as our ability to identify and successfully execute on opportunities for strategic collaboration; our ability to integrate direct-to-consumer sales and marketing solutions with our existing offerings and solutions; our ability to successfully manage ongoing organizational changes, including as a result of our recently-completed multi-year operational transformation program, investments in improving systems and processes, and in connection with our acquisition and divestiture activities; disasters or business continuity problems; our ability to successfully enhance our billing, collection and other working capital efforts, and thereby increase our free cash flow; our ability to properly identify and manage conflicts of interest; reputational damage, including from association with third parties; reliance on third-party service providers and suppliers; risks relating to changes in our management structures and in senior leadership; the loss of key employees or a large number of employees and rehiring rates; our ability to maintain our corporate culture; doing business internationally, including the impact of global trade policies and retaliatory considerations as well as foreign currency exchange rates; compliance with extensive government regulation; the risk of sanctions imposed by governments, or changes to associated sanction regulations (such as sanctions imposed on Russia) and related counter-sanctions; our ability to effectively apply technology, data and analytics solutions, including through the use of artificial intelligence, for internal operations, maintaining industry standards, meeting client preferences and gaining competitive advantage, among other things; changes and developments in the insurance industry or the U.S. healthcare system, including those related to Medicare, and any other changes and developments in legal, regulatory, economic, business or operational conditions that could impact our businesses; the inability to protect our intellectual property rights, or the potential infringement upon the intellectual property rights of others; fluctuations in our pension assets and liabilities and related changes in pension income, including as a result of, related to, or derived from movements in the interest rate environment, investment returns, inflation, or changes in other assumptions that are used to estimate our benefit obligations and their effect on adjusted earnings per share; our capital structure, including indebtedness amounts, the limitations imposed by the covenants in the documents governing such indebtedness and the maintenance of the financial and disclosure controls and procedures of each; our ability to obtain financing on favorable terms or at all; adverse changes in our credit ratings; the impact of recent or potential changes to U.S. or foreign laws, and the enactment of additional, or the revision of existing, state, federal, and/or foreign laws and regulations, recent judicial decisions and development of case law, other regulations and any policy changes and legislative actions, including those that may impose additional excise taxes or impact our effective tax rate; U.S. federal income tax consequences to U.S. persons owning at least 10% of our shares; changes in accounting principles, estimates or assumptions; our recognition of future impairment charges; risks relating to or arising from environmental, social and governance (‘ESG’) practices; fluctuation in revenue against our relatively fixed or higher-than-expected expenses; the risk that investment levels increase; the laws of Ireland being different from the laws of the U.S. and potentially affording less protections to the holders of our securities; and our holding company structure potentially preventing us from being able to receive dividends or other distributions in needed amounts from our subsidiaries.

    The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. For more information, please see Part I, Item 1A in our Annual Report on Form 10-K, and our subsequent filings with the SEC. Copies are available online at http://www.sec.gov or www.wtwco.com.

    Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved.

    Our forward-looking statements speak only as of the date made and we will not update these forward-looking statements unless the securities laws require us to do so. With regard to these risks, uncertainties and assumptions, the forward-looking events discussed in this document may not occur, and we caution you against unduly relying on these forward-looking statements.

    Contact

    INVESTORS
    Claudia De La Hoz | Claudia.Delahoz@wtwco.com

    WTW
    Supplemental Segment Information
    (In millions of U.S. dollars)
    (Unaudited)
         
    REVENUE    
                  Components of Revenue Change(i)
                        Less:       Less:    
        Three Months Ended
    June 30,
        As Reported   Currency   Constant Currency   Acquisitions/   Organic
        2025     2024     % Change   Impact   Change   Divestitures   Change
                                     
    Health, Wealth & Career                                
    Revenue excluding interest income   $ 1,173     $ 1,251     (6)%   1%   (7)%   (12)%   4%
    Interest income     7       9                      
    Total     1,180       1,260     (6)%   1%   (8)%   (12)%   4%
                                     
    Risk & Broking                                
    Revenue excluding interest income   $ 1,024     $ 950     8%   1%   6%   0%   6%
    Interest income     23       29                      
    Total     1,047       979     7%   1%   6%   0%   6%
                                     
    Segment Revenue   $ 2,227     $ 2,239     (1)%   1%   (2)%   (7)%   5%
    Corporate, reimbursable expenses and other     24       20                      
    Interest income     10       6                      
    Revenue   $ 2,261     $ 2,265     0%   1%   (1)%   (6)%   5%(ii)
                  Components of Revenue Change(i)
                        Less:       Less:    
        Six Months Ended June 30,     As Reported   Currency   Constant Currency   Acquisitions/   Organic
        2025     2024     % Change   Impact   Change   Divestitures   Change
                                     
    Health, Wealth & Career                                
    Revenue excluding interest income   $ 2,331     $ 2,578     (10)%   0%   (10)%   (13)%   3%
    Interest income     14       18                      
    Total     2,345       2,596     (10)%   0%   (10)%   (13)%   3%
                                     
    Risk & Broking                                
    Revenue excluding interest income   $ 2,029     $ 1,900     7%   0%   7%   0%   7%
    Interest income     45       57                      
    Total     2,074       1,957     6%   0%   6%   0%   6%
                                     
    Segment Revenue   $ 4,419     $ 4,553     (3)%   0%   (3)%   (7)%   5%
    Corporate, reimbursable expenses and other     45       41                      
    Interest income     20       12                      
    Revenue   $ 4,484     $ 4,606     (3)%   0%   (3)%   (7)%   5%(ii)
    (i) Components of revenue change may not add due to rounding.
    (ii) Interest income did not contribute to organic change for the three and six months ended June 30, 2025.


    BOOK-OF-BUSINESS SETTLEMENTS AND INTEREST INCOME

        Three Months Ended June 30,
        HWC   R&B   Corporate   Total
        2025   2024   2025   2024   2025   2024   2025   2024
    Book-of-business settlements   $     $     $ 3     $ 2     $     $     $ 3     $ 2  
    Interest income     7       9       23       29       10       6       40       44  
    Total   $ 7     $ 9     $ 26     $ 31     $ 10     $ 6     $ 43     $ 46  
        Six Months Ended June 30,
        HWC   R&B   Corporate   Total
        2025   2024   2025   2024   2025   2024   2025   2024
    Book-of-business settlements   $ 2     $     $ 3     $ 4     $     $     $ 5     $ 4  
    Interest income     14       18       45       57       20       12       79       87  
    Total   $ 16     $ 18     $ 48     $ 61     $ 20     $ 12     $ 84     $ 91  


    SEGMENT OPERATING INCOME
    (i)

        Three Months Ended
    June 30,
        2025   2024
                 
    Health, Wealth & Career   $ 280     $ 276  
    Risk & Broking     222       202  
    Segment Operating Income   $ 502     $ 478  
        Six Months Ended
    June 30,
        2025   2024
                 
    Health, Wealth & Career   $ 591     $ 612  
    Risk & Broking     448       405  
    Segment Operating Income   $ 1,039     $ 1,017  
    (i) Segment operating income excludes certain costs, including amortization of intangibles, restructuring costs, transaction and transformation expenses, certain litigation provisions, and to the extent that the actual expense based upon which allocations are made differs from the forecast/budget amount, a reconciling item will be created between internally-allocated expenses and the actual expenses reported for U.S. GAAP purposes.


    SEGMENT OPERATING MARGINS

        Three Months Ended June 30,
        2025   2024
    Health, Wealth & Career   23.8%   21.9%
    Risk & Broking   21.2%   20.6%
        Six Months Ended June 30,
        2025   2024
    Health, Wealth & Career   25.2%   23.6%
    Risk & Broking   21.6%   20.7%


    RECONCILIATIONS OF SEGMENT OPERATING INCOME TO INCOME FROM OPERATIONS BEFORE INCOME TAXES

        Three Months Ended June 30,
        2025   2024
                 
    Segment Operating Income   $ 502     $ 478  
    Amortization     (49 )     (60 )
    Restructuring costs           (3 )
    Transaction and transformation(i)     (2 )     (97 )
    Unallocated, net(ii)     (83 )     (106 )
    Income from Operations     368       212  
    Interest expense     (64 )     (68 )
    Other income, net     9       23  
    Income from operations before income taxes and interest in earnings of associates   $ 313     $ 167  
        Six Months Ended June 30,
        2025   2024
                 
    Segment Operating Income   $ 1,039     $ 1,017  
    Amortization     (97 )     (120 )
    Restructuring costs           (21 )
    Transaction and transformation(i)     (2 )     (222 )
    Unallocated, net(ii)     (140 )     (162 )
    Income from Operations     800       492  
    Interest expense     (129 )     (132 )
    Other (loss)/income, net     (55 )     49  
    Income from operations before income taxes and interest in earnings of associates   $ 616     $ 409  
    (i) In addition to legal fees and other transaction costs, includes primarily consulting fees and compensation costs related to the Transformation program.
    (ii)  Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes.
    WTW
    Reconciliations of Non-GAAP Measures
    (In millions of U.S. dollars, except per share data)
    (Unaudited)
     
    RECONCILIATIONS OF NET INCOME ATTRIBUTABLE TO WTW TO ADJUSTED DILUTED EARNINGS PER SHARE
           
        Three Months Ended June 30,
        2025   2024
                 
    Net income attributable to WTW   $ 331     $ 141  
    Adjusted for certain items:            
    Amortization     49       60  
    Restructuring costs           3  
    Transaction and transformation     2       97  
    Provision for specified litigation matter (i)           13  
    Net periodic pension and postretirement benefits     (13 )     (21 )
    Tax effect on certain items listed above(ii)     (10 )     (39 )
    Tax effect of significant adjustments     (74 )     (7 )
    Adjusted Net Income   $ 285     $ 247  
                 
    Weighted-average ordinary shares, diluted     100       103  
                 
    Diluted Earnings Per Share   $ 3.32     $ 1.36  
    Adjusted for certain items:(iii)            
    Amortization     0.49       0.58  
    Restructuring costs           0.03  
    Transaction and transformation     0.02       0.94  
    Provision for specified litigation matter (i)           0.13  
    Net periodic pension and postretirement benefits     (0.13 )     (0.20 )
    Tax effect on certain items listed above(ii)     (0.10 )     (0.38 )
    Tax effect of significant adjustments     (0.74 )     (0.07 )
    Adjusted Diluted Earnings Per Share(iii)   $ 2.86     $ 2.39  
        Six Months Ended June 30,
        2025   2024
                 
    Net income attributable to WTW   $ 566     $ 331  
    Adjusted for certain items:            
    Amortization     97       120  
    Restructuring costs           21  
    Transaction and transformation     2       222  
    Provision for specified litigation matter(i)           13  
    Net periodic pension and postretirement benefits     62       (43 )
    Gain on disposal of operations     (14 )      
    Tax effect on certain items listed above(ii)     (38 )     (85 )
    Tax effect of significant adjustments     (74 )     (7 )
    Adjusted Net Income   $ 601     $ 572  
                 
    Weighted-average ordinary shares, diluted     100       104  
                 
    Diluted Earnings Per Share   $ 5.64     $ 3.20  
    Adjusted for certain items:(iii)            
    Amortization     0.97       1.16  
    Restructuring costs           0.20  
    Transaction and transformation     0.02       2.14  
    Provision for specified litigation matter(i)           0.13  
    Net periodic pension and postretirement benefits     0.62       (0.42 )
    Gain on disposal of operations     (0.14 )      
    Tax effect on certain items listed above(ii)     (0.38 )     (0.82 )
    Tax effect of significant adjustments     (0.74 )     (0.07 )
    Adjusted Diluted Earnings Per Share(iii)   $ 5.99     $ 5.53  
    (i) Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.
    (ii) The tax effect was calculated using an effective tax rate for each item.
    (iii) Per share values and totals may differ due to rounding.


    RECONCILIATIONS OF NET INCOME TO ADJUSTED EBITDA

        Three Months Ended June 30,  
        2025   2024  
                   
    Net Income   $ 332   14.7% $ 142   6.3%
    (Benefit from)/provision for income taxes     (21 )     26    
    Interest expense     64       68    
    Depreciation     57       57    
    Amortization     49       60    
    Restructuring costs           3    
    Transaction and transformation     2       97    
    Provision for specified litigation matter(i)           13    
    Net periodic pension and postretirement benefits     (13 )     (21 )  
    Adjusted EBITDA and Adjusted EBITDA Margin   $ 470   20.8% $ 445   19.6%
        Six Months Ended June 30,  
        2025   2024  
                   
    Net Income   $ 571   12.7% $ 336   7.3%
    Provision for income taxes     44       74    
    Interest expense     129       132    
    Depreciation     111       116    
    Amortization     97       120    
    Restructuring costs           21    
    Transaction and transformation     2       222    
    Provision for specified litigation matter(i)           13    
    Net periodic pension and postretirement benefits     62       (43 )  
    Gain on disposal of operations     (14 )        
    Adjusted EBITDA and Adjusted EBITDA Margin   $ 1,002   22.3% $ 991   21.5%
    (i) Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.


    RECONCILIATIONS OF INCOME FROM OPERATIONS TO ADJUSTED OPERATING INCOME

        Three Months Ended June 30,  
        2025   2024  
                   
    Income from operations and Operating margin   $ 368   16.3% $ 212   9.4%
    Adjusted for certain items:              
    Amortization     49       60    
    Restructuring costs           3    
    Transaction and transformation     2       97    
    Provision for specified litigation matter(i)           13    
    Adjusted operating income and Adjusted operating income margin   $ 419   18.5% $ 385   17.0%
        Six Months Ended June 30,  
        2025   2024  
                   
    Income from operations and Operating margin   $ 800   17.8% $ 492   10.7%
    Adjusted for certain items:              
    Amortization     97       120    
    Restructuring costs           21    
    Transaction and transformation     2       222    
    Provision for specified litigation matter(i)           13    
    Adjusted operating income and Adjusted operating income margin   $ 899   20.0% $ 868   18.8%
    (i) Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.


    RECONCILIATIONS OF GAAP INCOME TAXES/TAX RATE TO ADJUSTED INCOME TAXES/TAX RATE

        Three Months Ended June 30,
        2025   2024
                 
    Income from operations before income taxes and interest in earnings of associates   $ 313     $ 167  
                 
    Adjusted for certain items:            
    Amortization     49       60  
    Restructuring costs           3  
    Transaction and transformation     2       97  
    Provision for specified litigation matter(i)           13  
    Net periodic pension and postretirement benefits     (13 )     (21 )
    Adjusted income before taxes   $ 351     $ 319  
                 
    (Benefit from)/provision for income taxes   $ (21 )   $ 26  
    Tax effect on certain items listed above(ii)     10       39  
    Tax effect of significant adjustments     74       7  
    Adjusted income taxes   $ 63     $ 72  
                 
    U.S. GAAP tax rate     (6.8 )%     15.6 %
    Adjusted income tax rate     18.0 %     22.4 %
        Six Months Ended June 30,
        2025   2024
                 
    Income from operations before income taxes and interest in earnings of associates   $ 616     $ 409  
                 
    Adjusted for certain items:            
    Amortization     97       120  
    Restructuring costs           21  
    Transaction and transformation     2       222  
    Provision for specified litigation matter(i)           13  
    Net periodic pension and postretirement benefits     62       (43 )
    Gain on disposal of operations     (14 )      
    Adjusted income before taxes   $ 763     $ 742  
                 
    Provision for income taxes   $ 44     $ 74  
    Tax effect on certain items listed above(ii)     38       85  
    Tax effect of significant adjustments     74       7  
    Adjusted income taxes   $ 156     $ 166  
                 
    U.S. GAAP tax rate     7.1 %     18.1 %
    Adjusted income tax rate     20.5 %     22.3 %
    (i) Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.
    (ii) The tax effect was calculated using an effective tax rate for each item.


    RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES TO FREE CASH FLOW

        Six Months Ended June 30,
        2025   2024
                 
    Cash flows from operating activities   $ 326     $ 431  
    Less: Additions to fixed assets and software     (109 )     (126 )
    Free Cash Flow   $ 217     $ 305  
    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY
    Condensed Consolidated Statements of Income
    (In millions of U.S. dollars, except per share data)
    (Unaudited)
                 
        Three Months Ended
    June 30,
      Six Months Ended
    June 30,
        2025   2024   2025   2024
    Revenue   $ 2,261     $ 2,265     $ 4,484     $ 4,606  
                             
    Costs of providing services                        
    Salaries and benefits     1,449       1,397       2,773       2,739  
    Other operating expenses     336       439       701       896  
    Depreciation     57       57       111       116  
    Amortization     49       60       97       120  
    Restructuring costs           3             21  
    Transaction and transformation     2       97       2       222  
    Total costs of providing services     1,893       2,053       3,684       4,114  
                             
    Income from operations     368       212       800       492  
                             
    Interest expense     (64 )     (68 )     (129 )     (132 )
    Other income/(loss), net     9       23       (55 )     49  
                             
    INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES   313       167       616       409  
                             
    Benefit from/(provision for) income taxes     21       (26 )     (44 )     (74 )
                             
    INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES   334       141       572       335  
                             
    Interest in earnings of associates, net of tax     (2 )     1       (1 )     1  
                             
    NET INCOME   332       142       571       336  
                             
    Income attributable to non-controlling interests     (1 )     (1 )     (5 )     (5 )
                             
    NET INCOME ATTRIBUTABLE TO WTW   $ 331     $ 141     $ 566     $ 331  
                             
    EARNINGS PER SHARE                        
    Basic earnings per share   $ 3.34     $ 1.37     $ 5.68     $ 3.22  
    Diluted earnings per share   $ 3.32     $ 1.36     $ 5.64     $ 3.20  
                             
    Weighted-average ordinary shares, basic     99       103       100       103  
    Weighted-average ordinary shares, diluted     100       103       100       104  
    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY
    Condensed Consolidated Balance Sheets
    (In millions of U.S. dollars, except share data)
    (Unaudited)
                 
        June 30,   December 31,
        2025   2024
    ASSETS            
    Cash and cash equivalents   $ 1,963     $ 1,890  
    Fiduciary assets     10,720       9,504  
    Accounts receivable, net     2,364       2,494  
    Prepaid and other current assets     558       1,217  
    Total current assets     15,605       15,105  
    Fixed assets, net     696       661  
    Goodwill     8,938       8,799  
    Other intangible assets, net     1,232       1,295  
    Right-of-use assets     495       485  
    Pension benefits assets     578       530  
    Other non-current assets     934       806  
    Total non-current assets     12,873       12,576  
    TOTAL ASSETS   $ 28,478     $ 27,681  
    LIABILITIES AND EQUITY            
    Fiduciary liabilities   $ 10,720     $ 9,504  
    Deferred revenue and accrued expenses     1,726       2,211  
    Current debt     549        
    Current lease liabilities     124       118  
    Other current liabilities     752       765  
    Total current liabilities     13,871       12,598  
    Long-term debt     4,762       5,309  
    Liability for pension benefits     550       615  
    Provision for liabilities     369       341  
    Long-term lease liabilities     500       502  
    Other non-current liabilities     246       299  
    Total non-current liabilities     6,427       7,066  
    TOTAL LIABILITIES     20,298       19,664  
    COMMITMENTS AND CONTINGENCIES            
    EQUITY(i)            
    Additional paid-in capital     11,012       10,989  
    (Accumulated deficit)/retained earnings     (206 )     109  
    Accumulated other comprehensive loss, net of tax     (2,706 )     (3,158 )
    Total WTW shareholders’ equity     8,100       7,940  
    Non-controlling interests     80       77  
    Total Equity     8,180       8,017  
    TOTAL LIABILITIES AND EQUITY   $ 28,478     $ 27,681  
         
    (i) Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 97,853,208 (2025) and 99,805,780 (2024); Outstanding 97,853,208 (2025) and 99,805,780 (2024) and (b) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2025 and 2024.
    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY
    Condensed Consolidated Statements of Cash Flows
    (In millions of U.S. dollars)
    (Unaudited)
           
        Six Months Ended June 30,
        2025   2024
    CASH FLOWS FROM OPERATING ACTIVITIES            
    NET INCOME   $ 571     $ 336  
    Adjustments to reconcile net income to total net cash from operating activities:            
    Depreciation     111       116  
    Amortization     97       120  
    Non-cash restructuring charges           12  
    Non-cash lease expense     47       49  
    Net periodic cost/(benefit) of defined benefit pension plans     94       (11 )
    Provision for doubtful receivables from clients     7       10  
    Benefit from deferred income taxes     (70 )     (25 )
    Share-based compensation     68       54  
    Net gain on disposal of operations     (14 )      
    Non-cash foreign exchange loss/(gain)     30       (12 )
    Other, net     18       22  
    Changes in operating assets and liabilities, net of effects from purchase of subsidiaries:            
    Accounts receivable     225       118  
    Other assets     (99 )     (161 )
    Other liabilities     (778 )     (242 )
    Provisions     19       45  
    Net cash from operating activities     326       431  
                 
    CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES            
    Additions to fixed assets and software     (109 )     (126 )
    Acquisitions of operations, net of cash acquired     (14 )     (18 )
    Contributions to investments in associates     (8 )      
    Net proceeds from sale of operations     836        
    Net purchases of held-to-maturity securities     (50 )      
    Net purchases of available-for-sale securities     (43 )     (14 )
    Net cash from/(used in) investing activities     612       (158 )
                 
    CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES            
    Senior notes issued           746  
    Debt issuance costs           (9 )
    Repayments of debt     (2 )     (652 )
    Repurchase of shares     (700 )     (301 )
    Net proceeds from fiduciary funds held for clients     141       783  
    Payments of deferred and contingent consideration related to acquisitions     (15 )      
    Cash paid for employee taxes on withholding shares     (43 )     (24 )
    Dividends paid     (179 )     (176 )
    Acquisitions of and dividends paid to non-controlling interests     (2 )     (3 )
    Net cash (used in)/from financing activities     (800 )     364  
                 
    INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH     138       637  
    Effect of exchange rate changes on cash, cash equivalents and restricted cash     207       (53 )
    CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD (i)     4,998       3,792  
    CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD (i)   $ 5,343     $ 4,376  
         
    (i) The amounts of cash, cash equivalents and restricted cash, their respective classification on the condensed consolidated balance sheets, as well as their respective portions of the increase or decrease in cash, cash equivalents and restricted cash for each of the periods presented have been included in the Supplemental Disclosure of Cash Flow Information section.

    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

        Six Months Ended June 30,
        2025   2024
                 
    Supplemental disclosures of cash flow information:            
    Cash and cash equivalents   $ 1,963     $ 1,247  
    Fiduciary funds (included in fiduciary assets)     3,380       3,129  
    Total cash, cash equivalents and restricted cash   $ 5,343     $ 4,376  
                 
    Decrease in cash, cash equivalents and other restricted cash   $ (3 )   $ (154 )
    Increase in fiduciary funds     141       791  
    Total (i)   $ 138     $ 637  
    (i) Does not include the effect of exchange rate changes on cash, cash equivalents and restricted cash.

    The MIL Network

  • MIL-OSI: CSW Industrials Reports Record Fiscal 2026 First Quarter Results

    Source: GlobeNewswire (MIL-OSI)

    DALLAS, July 31, 2025 (GLOBE NEWSWIRE) — CSW Industrials, Inc. (NYSE: CSW or the “Company”) today reported record results for the fiscal 2026 first quarter period ended June 30, 2025.

    Fiscal 2026 First Quarter Highlights (comparisons to fiscal 2025 first quarter)

    • Total revenue increased 16.6% to a first quarter record of $263.6 million, driven by the recent acquisitions of Aspen Manufacturing, PSP Products, and PF WaterWorks
    • Net income attributable to CSW of $40.9 million, increased 6.0% to a first quarter record, compared to $38.6 million
    • Earnings per diluted share (“EPS”) of $2.43, decreased 1.9% when compared to $2.47
    • Adjusted EPS of $2.85, excluding the amortization of acquisition-related intangible assets, increased 2.5% when compared to $2.78
    • EBITDA grew 5.3% to a first quarter record of $68.7 million
    • Paid down $40 million of debt at quarter-end, strengthening the balance sheet after borrowing $135 million for the Aspen Manufacturing acquisition during the quarter, resulting in a net leverage ratio (net Debt to EBITDA), in accordance with our credit facility, of 0.2x

    Comments from the Chairman, President, and Chief Executive Officer

    Joseph B. Armes, CSW Industrials’ Chairman, President, and Chief Executive Officer, commented, “I am very pleased to announce record revenue, net income, EBITDA, and adjusted EPS for the fiscal first quarter. These results were driven by the outstanding performance of our strategic acquisitions of PSP Products, PF WaterWorks, and, most recently, Aspen Manufacturing, which added complimentary, US manufactured, repair-focused air handlers and evaporator coils to the attractive HVAC/R end market. As we have demonstrated over the past decade, our disciplined allocation of capital to acquisitions of innovative products fuels additional future organic revenue growth by adding vitality to our product portfolio while increasing our market share.”

    Armes continued, “Organic volumes were down in the quarter off a challenging comparison, mostly driven by softer demand for products tied to weak housing activity. As we discussed on our previous earnings call, we continue to anticipate delivering full year organic growth in revenue and adjusted EBITDA for each segment, along with consolidated EPS growth and stronger operating cash flow, recognizing that timing can create quarterly fluctuations.”

    Fiscal 2026 First Quarter Consolidated Results

    Fiscal first quarter revenue was $263.6 million, a $37.5 million or 16.6% increase over the prior year period. Total revenue growth included $43.7 million or 19.3% inorganic growth contributed by the Aspen Manufacturing, PSP Products, and PF WaterWorks acquisitions, which are all reported within the Contractor Solutions segment, offset by a slight reduction in organic revenue of $6.2 million or 2.8%.

    Gross profit in the fiscal first quarter was $115.4 million, representing 7.5% growth over $107.4 million in the prior year period. Gross margin contracted 370 bps to 43.8%, compared to 47.5% in the prior year period. The gross margin decrease was primarily a result of the inclusion of recent acquisitions, unfavorable quarterly impact of sales mix and volume leverage, and the inflation of some material costs, including the direct and indirect impact from tariffs.

    Operating expenses were $60.6 million in the current fiscal quarter, compared to $52.4 million in the prior fiscal quarter due to additional expenses related to acquired companies. Operating expenses as a percentage of revenue were 23.0%, slightly lower than the prior year period of 23.2%.

    Operating income in the current period was $54.9 million compared to $55.1 million in the prior year period. Operating income as a percentage of revenue was 20.8%, compared to 24.3% in the prior year period. The decrease in operating margin was a result of the previously mentioned contraction in the gross margin.

    Interest expense, net of interest income, was $1.0 million, compared to interest expense of $2.5 million in the prior year period. The $1.5 million decrease in interest expense was a result of reduced average borrowing during the current fiscal quarter and one month of interest income earned on cash balances prior to funding the Aspen acquisition on May 1, 2025.

    Net income attributable to CSW (net of non-controlling interest in the joint venture) increased 6.0% to $40.9 million compared to the prior year period of $38.6 million. EPS was $2.43, compared to $2.47 in the prior period due to the incremental increase in shares outstanding resulting from the follow-on equity offering in September 2025. Adjusted EPS, after excluding the amortization of acquisition-related intangible assets, increased 2.5% to $2.85, compared to $2.78 in the prior year period.

    Fiscal 2026 first quarter EBITDA increased 5.3% to a record $68.7 million, up from $65.3 million in the prior year period. EBITDA margin contracted 280 bps to 26.1%, compared to 28.9% in the prior year period due to the contraction in gross margin offset slightly by leverage on operating expenses.

    The quarterly cash flows from operations of $60.6 million were mostly comparable to $62.7 million in the prior year period, with some routine fluctuations in working capital.

    Free cash flow, defined as cash flow from operations minus capital expenditures, was $57.7 million, as compared to $59.6 million in the prior year period.

    Following quarter-end, the Company announced its twenty-sixth consecutive regular quarterly cash dividend in the amount of $0.27 per share, which will be paid on August 8, 2025, to shareholders of record on July 25, 2025.

    The Company’s effective tax rate for the fiscal first quarter was 24.3%, as compared to 26.4% in the prior year period.

    Fiscal 2026 First Quarter Segment Results

    Contractor Solutions segment revenue was $196.7 million, a $36.3 million or 22.6% increase over the prior year period, comprised of inorganic growth of $43.7 million from the recent acquisitions of Aspen Manufacturing, PSP Products, and PF WaterWorks, offset by a 4.6% or $7.4 million reduction in organic revenue from decreased unit volumes. Organic unit volumes were down in the current quarter due to soft housing activity, a one-time stock up of inventory in the prior year period for a customer’s added distribution center network, higher preseason sales in our fiscal fourth quarter ended March 31, 2025, and consumers’ shift to repair of HVAC units versus replacement. As compared to the prior year period, net revenue growth was driven by the HVAC/R, electrical, and plumbing end markets. Segment operating income improved to $52.8 million compared to $49.9 million in the prior year period. The incremental profit resulted from the inclusion of recently acquired businesses and was partially offset by the impact of lower organic sales, as well as unfavorable volume leverage and sales mix. Segment operating income margin for the fiscal first quarter was 26.8% compared to 31.1% in the prior year period primarily due to the gross margin impact of recent acquisitions on our overall profit margin. Segment EBITDA in the fiscal first quarter increased 11.6% to $65.0 million, or 33.0% of revenue, compared to $58.3 million, or 36.3% of revenue in the prior year period.

    Specialized Reliability Solutions segment revenue was $36.8 million, flat to revenue reported in the prior year period. Revenue increased in the mining and energy end markets and declined in the general industrial and rail transportation end markets. Segment operating income was $5.2 million, as compared to $7.2 million in the prior year period, a decrease of 26.7%. Segment operating income margin for the fiscal first quarter was 14.2%, compared to the prior year period of 19.4% as a result of an escalation in commodity pricing, one-time expenses associated with the consolidation of a manufacturing facility, and unfavorable sales mix. Segment EBITDA in the fiscal first quarter was $6.5 million, or 17.7% of revenue, compared to $8.5 million, or 23.1% of revenue in the prior year period.

    Engineered Building Solutions segment revenue was $31.9 million, a 3.2% increase compared to $30.9 million in the prior year period. Segment operating income was $4.0 million, or 12.5% of revenue, as compared to the prior year period of $5.7 million, or 18.5% of revenue. The reduction in operating income was driven by the inflation of some project costs due to tariffs, as well as growth investment in the sales team and R&D to pursue prospective revenue opportunities. Segment EBITDA and EBITDA margin in the fiscal first quarter were $4.4 million and 13.9%, respectively, compared to $6.2 million and 20.1%, respectively, in the prior year period.

    All percentages are calculated based upon the attached financial statements. Share counts used in determining the diluted EPS are based on a weighted average of outstanding shares throughout the reporting period.

    Conference Call Information

    The Company will host a conference call today at 10:00 a.m. ET to discuss the results, followed by a question-and-answer session for the investment community. A live webcast of the call can be accessed at https://cswindustrials.gcs-web.com/. To access the call, participants may dial 1-877-407-0784, international callers may use 1-201-689-8560, and request to join the CSW Industrials earnings call.

    A telephonic replay will be available shortly after the conclusion of the call and until Thursday, August 14, 2025. Participants may access the replay at 1-844-512-2921, international callers may use 1-412-317-6671 and enter access code 13754759. The call will also be available for replay via webcast link on the Investors portion of the CSW website www.cswindustrials.com.

    Safe Harbor Statement

    This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as “may,” “should,” “expects,” “could,” “intends,” “plans,” “anticipates,” “estimates,” “believes,” “forecasts,” “predicts” or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, effective tax rate, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations, and financial performance and condition.

    The forward-looking statements included in this press release are based on our current expectations, projections, estimates, and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the risk factors described from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K.

    All forward-looking statements included in this press release are based on information currently available to us, and we assume no obligation to update any forward-looking statement except as may be required by law.

    Non-GAAP Financial Measures

    This press release includes an analysis of adjusted diluted earnings per share attributable to CSW, adjusted net income attributable to CSW, adjusted effective tax rate, adjusted operating income and free cash flows, which are non-GAAP financial measures of performance. Attributable to CSW is defined to exclude the income attributable to the non-controlling interest in the Whitmore JV.

    CSW utilizes adjusted EBITDA (earnings before interest, tax, depreciation and amortization) as an additional consolidated, non-GAAP financial measure, which consists of consolidated net income including income attributable to the non-controlling interest in the Whitmore JV, adjusted to remove the impact of income taxes, interest expense, depreciation, amortization and impairment, and significant nonrecurring items.

    For a reconciliation of these measures to the most directly comparable GAAP measures and for a discussion of why we consider these non-GAAP measures useful, see the “Reconciliation of Non-GAAP Measures” section of this release.

    About CSW Industrials, Inc.

    CSW Industrials is a diversified industrial growth company with industry-leading operations in three segments: Contractor Solutions, Specialized Reliability Solutions, and Engineered Building Solutions. CSW provides niche, value-added products with two essential commonalities: performance and reliability. The primary end markets we serve with our well-known brands include: HVAC/R, plumbing, electrical, general industrial, architecturally-specified building products, energy, mining, and rail transportation. For more information, please visit www.cswindustrials.com.

    Investor Relations

    Alexa Huerta
    Vice President, Investor Relations and Treasurer
    214-489-7113
    alexa.huerta@cswindustrials.com


    CSW INDUSTRIALS, INC.

    CONSOLIDATED STATEMENTS OF INCOME
    (unaudited)
        Three Months Ended
    June 30,
    (Amounts in thousands, except per share amounts)     2025       2024  
    Revenues, net   $ 263,646     $ 226,177  
    Cost of revenues     (148,204 )     (118,756 )
    Gross profit     115,442       107,421  
    Selling, general and administrative expenses     (60,566 )     (52,361 )
    Operating income     54,876       55,060  
    Interest expense, net     (1,022 )     (2,520 )
    Other income, net     528       260  
    Income before income taxes     54,382       52,800  
    Provision for income taxes     (13,211 )     (13,950 )
    Net income     41,171       38,850  
    Less: Income attributable to redeemable noncontrolling interest     (246 )     (259 )
    Net income attributable to CSW Industrials, Inc.   $ 40,925     $ 38,591  
             
    Net income per share attributable to CSW Industrials, Inc.        
    Basic   $ 2.43     $ 2.48  
    Diluted   $ 2.43     $ 2.47  
             
    Weighted average number of shares outstanding:        
    Basic     16,808       15,534  
    Diluted     16,863       15,596  
    CSW INDUSTRIALS, INC.
    CONSOLIDATED BALANCE SHEETS
    (unaudited)
    (Amounts in thousands, except for per share amounts)   June 30, 2025   March 31, 2025
    ASSETS        
    Current assets:        
    Cash and cash equivalents   $ 37,990     $ 225,845  
    Accounts receivable, net of allowance for expected credit losses of $869 and $1,137, respectively     179,409       155,651  
    Inventories, net     217,671       194,876  
    Prepaid expenses and other current assets     15,962       16,489  
    Total current assets     451,032       592,861  
    Property, plant and equipment, net of accumulated depreciation of $117,394 and $113,219, respectively     99,742       93,415  
    Goodwill     365,412       264,092  
    Intangible assets, net     536,418       357,910  
    Other assets     83,315       70,787  
    Total assets   $ 1,535,919     $ 1,379,065  
             
    LIABILITIES AND EQUITY        
    Current liabilities:        
    Accounts payable   $ 64,560     $ 54,767  
    Accrued and other current liabilities     93,336       92,435  
    Total current liabilities     157,896       147,202  
    Long-term debt     95,000        
    Retirement benefits payable     1,072       1,083  
    Other long-term liabilities     151,690       138,347  
    Total liabilities     405,658       286,632  
    Commitments and contingencies (See Note 13)        
    Redeemable noncontrolling interest     20,433       20,187  
    Equity:        
    Common shares, $0.01 par value     178       177  
    Additional paid-in capital     509,100       501,286  
    Treasury shares, at cost (1,042 and 1,027 shares, respectively)     (130,111 )     (122,125 )
    Retained earnings     741,404       705,035  
    Accumulated other comprehensive loss     (10,743 )     (12,127 )
    Total equity     1,109,828       1,072,246  
    Total liabilities, redeemable noncontrolling interest and equity   $ 1,535,919     $ 1,379,065  
    CSW INDUSTRIALS, INC.
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (unaudited)
        Three Months Ended June 30,
    (Amounts in thousands)     2025       2024  
    Cash flows from operating activities:        
    Net income   $ 41,171     $ 38,850  
    Adjustments to reconcile net income to net cash provided by operating activities:        
    Depreciation     3,929       3,622  
    Amortization of acquisition-related intangible assets & inventory step-up     9,411       6,312  
    Amortization of deferred financing fees     322       191  
    Provision for inventory reserves     242       517  
    Provision for credit losses     72       378  
    Share-based compensation     4,037       3,746  
    Net gain on disposals of property, plant and equipment           (13 )
    Net pension benefit     17       16  
    Net deferred taxes     790       2,084  
    Changes in operating assets and liabilities:        
    Accounts receivable     (7,788 )     (998 )
    Inventories     7,641       (6,766 )
    Prepaid expenses and other current assets     656       3,438  
    Other assets     43       28  
    Accounts payable and other current liabilities     6       10,923  
    Retirement benefits payable and other liabilities     92       327  
    Net cash provided by operating activities     60,641       62,655  
    Cash flows from investing activities:        
    Capital expenditures     (2,904 )     (3,101 )
    Proceeds from sale of assets           13  
    Cash paid for investments           (500 )
    Cash paid for acquisitions, net of cash received     (323,814 )     (50 )
    Proceeds from acquisitions’ true-up           470  
    Net cash used in investing activities     (326,718 )     (3,168 )
    Cash flows from financing activities:        
    Borrowings on line of credit     135,000       7,723  
    Repayments of line of credit     (40,000 )     (58,723 )
    Payments of deferred loan costs     (2,835 )      
    Purchase of treasury shares     (9,091 )     (7,891 )
    Payments of contingent consideration     (113 )     (113 )
    Dividends     (4,537 )     (3,262 )
    Net cash provided by (used in) financing activities     78,424       (62,266 )
    Effect of exchange rate changes on cash and equivalents     (202 )     (525 )
    Net change in cash and cash equivalents     (187,855 )     (3,304 )
    Cash and cash equivalents, beginning of period     225,845       22,156  
    Cash and cash equivalents, end of period   $ 37,990     $ 18,852  


    Reconciliation of Non-GAAP Measures

    We use adjusted earnings per share attributable to CSW, adjusted net income attributable to CSW, adjusted operating income, adjusted effective tax rate, and adjusted EBITDA, together with financial measures prepared in accordance with GAAP, such as revenue, cost of revenue, operating expense, operating income and net income attributable to CSW, to assess our historical and prospective operating performance and to enhance our understanding of our core operating performance. Free cash flow is a non-GAAP financial measure and is defined as cash flow from operations less capital expenditures. We also believe these measures are useful for investors to assess the operating performance of our business without the effect of non-recurring items. In the following tables, there could be immaterial differences in amounts presented due to rounding.

    CSW INDUSTRIALS, INC.
    RECONCILIATION OF NET INCOME ATTRIBUTABLE TO CSW TO ADJUSTED NET INCOME ATTRIBUTABLE TO CSW
    (Unaudited)
    (Amounts in thousands)   Three Months Ended June 30,
          2025       2024  
    Net income attributable to CSW   $ 40,925     $ 38,592  
             
    Adjusting items:        
    Amortization of acquisition-related intangible assets and inventory step-up     9,412       6,311  
    Amortization tax effect     (2,325 )     (1,559 )
    Adjusted net income attributable to CSW   $ 48,012     $ 43,344  
             
    Net Income Attributable to CSW per diluted common share   $ 2.43     $ 2.47  
             
    Adjusting Items, per dilutive common share:        
    Amortization of acquisition-related intangible assets and inventory step-up     0.56       0.40  
    Amortization tax effect     (0.14 )     (0.10 )
    Adjusted net income attributable to CSW per dilutive common share   $ 2.85     $ 2.78  
    CSW INDUSTRIALS, INC.
    Reconciliation of Net Income Attributable to CSW to EBITDA
    (unaudited)

    (Amounts in thousands)   Three Months Ended June 30,
          2025       2024  
    Net Income attributable to CSW   $ 40,925     $ 38,591  
    Plus: Income attributable to redeemable noncontrolling interest     246       259  
    Net Income   $ 41,171     $ 38,850  
             
    Adjusting Items:        
    Interest expense, net     1,022       2,520  
    Income tax expense     13,212       13,950  
    Depreciation & amortization     13,338       9,932  
    EBITDA   $ 68,742     $ 65,252  
    CSW INDUSTRIALS, INC.
    Reconciliation of Segment Operating Income to Segment EBITDA
    (unaudited)

    (Amounts in thousands)   Three months ended June 30, 2025
        Contractor Solutions Specialized Reliability Solutions Engineered Building Solutions Corporate and Other Consolidated
    Revenue, net   $ 196,740   $ 36,806   $ 31,896   $ (1,796 ) $ 263,646  
                 
    Operating Income   $ 52,759   $ 5,241   $ 3,999   $ (7,123 ) $ 54,876  
    % Revenue     26.8 %   14.2 %   12.5 %     20.8 %
                 
    Adjusting Items:            
    Other income (expense), net     698     (76 )   8     (102 )   528  
    Depreciation & amortization     11,540     1,337     416     45     13,338  
    EBITDA   $ 64,996   $ 6,503   $ 4,423   $ (7,180 ) $ 68,742  
    % Revenue     33.0 %   17.7 %   13.9 %     26.1 %
                 
    (Amounts in thousands)   Three months ended June 30, 2024
        Contractor Solutions Specialized Reliability Solutions Engineered Building Solutions Corporate and Other Consolidated
    Revenue, net   $ 160,418   $ 36,791   $ 30,893   $ (1,926 ) $ 226,177  
                 
    Operating Income   $ 49,884   $ 7,150   $ 5,723   $ (7,698 ) $ 55,060  
    % Revenue     31.1 %   19.4 %   18.5 %     24.3 %
                 
    Adjusting Items:            
    Other income (expense), net     396     (63 )   (7 )   (66 )   260  
    Depreciation & amortization     7,983     1,423     485     41     9,932  
    EBITDA   $ 58,263   $ 8,511   $ 6,201   $ (7,723 ) $ 65,252  
    % Revenue     36.3 %   23.1 %   20.1 %     28.9 %
    CSW INDUSTRIALS, INC.
    Reconciliation of Operating Cash Flow to Free Cash Flow
    (Unaudited)

    (Amounts in thousands)   Three Months Ended June 30,
          2025       2024  
    Net cash provided by operating activities   $ 60,641     $ 62,655  
    Less: Capital expenditures     (2,904 )     (3,101 )
    Free cash flow   $ 57,737     $ 59,554  
    EBITDA     68,742       65,252  
    Free cash flow % EBITDA     84.0 %     91.3 %

    The MIL Network

  • MIL-OSI: AMG Reports Financial and Operating Results for the Second Quarter and First Half of 2025

    Source: GlobeNewswire (MIL-OSI)

    • Positive net client cash flows of more than $8 billion, driven by ongoing momentum in private markets and liquid alternatives 
    • New partnership with Montefiore Investment further diversifies AMG’s business and expands its participation in private markets
    • Economic Earnings per share of $5.39 for the quarter, an increase of 15% relative to prior-year quarter
    • Repurchased ~$100 million in common stock, bringing total share repurchases to ~$273 million in the first half of the year

    WEST PALM BEACH, Fla., July 31, 2025 (GLOBE NEWSWIRE) — AMG, a strategic partner to leading independent investment management firms globally, today reported its financial and operating results for the second quarter and six months ended June 30, 2025.

    Jay C. Horgen, Chief Executive Officer of AMG, said:
    “In the second quarter, AMG reported growth of 15% in Economic Earnings per share relative to the year-ago quarter, reflecting the disciplined execution of our capital allocation strategy and the increasing momentum in our business. Net client cash flows of more than $8 billion firmwide were driven by record flows into alternatives, reflecting ongoing strength in private markets fundraising and growing client demand for liquid alternative strategies.

    “Through strong ongoing execution of our strategy, we are accelerating the evolution of AMG’s business toward areas of secular growth. AMG’s Affiliates managing private markets and liquid alternative strategies generated net client inflows of approximately $33 billion in the first half of the year, reflecting the ongoing demand for our Affiliates’ specialized strategies. In addition, we recently announced a new partnership with Montefiore, a leading European private equity firm focused on the services sector. So far in 2025, we have announced four new partnerships with firms collectively managing approximately $24 billion in alternative strategies, underscoring the ongoing demand for AMG’s unique approach, which magnifies the competitive advantages of partner-owned firms while also preserving their independence.

    “With our excellent capital position and distinct competitive advantages, including our worldwide reputation as a collaborative strategic partner to the highest-quality independent firms, we are uniquely positioned to execute on our opportunity set. We remain confident in our ability to generate meaningful additional shareholder value over time, as we invest in new and existing Affiliates while also returning excess capital to shareholders within our disciplined capital allocation framework.”

    FINANCIAL HIGHLIGHTS     Three Months Ended       Six Months Ended  
    (in millions, except as noted and per share data)     6/30/2024   6/30/2025       6/30/2024   6/30/2025  
    Operating Performance Measures                        
    AUM (at period end, in billions)     $ 701.0   $ 771.0       $ 701.0     $ 771.0  
    Average AUM (in billions)       693.1     736.6         686.5       724.3  
    Net client cash flows (in billions)       0.9     8.1         (2.9 )     7.7  
    Aggregate fees       1,098.1     1,173.5         2,569.7       2,443.9  
    Financial Performance Measures                        
    Net income (controlling interest)     $ 76.0   $ 84.3       $ 225.8     $ 156.6  
    Earnings per share (diluted)(1)       2.26     2.80         6.49       5.01  
    Supplemental Performance Measures(2)                        
    Adjusted EBITDA (controlling interest)     $ 217.5   $ 219.7       $ 477.3     $ 447.9  
    Economic net income (controlling interest)       155.9     159.2         342.6       317.9  
    Economic earnings per share       4.67     5.39         10.06       10.58  
                                       

    For additional information on our Supplemental Performance Measures, including reconciliations to GAAP, see the Financial Tables and Notes.

    Capital Management
    During the second quarter of 2025, the Company repurchased approximately $100 million in common stock, bringing total share repurchases to approximately $273 million in the first half of the year, and announced a second-quarter cash dividend of $0.01 per share of common stock, payable August 25, 2025 to stockholders of record as of the close of business on August 11, 2025.

    About AMG
    AMG (NYSE: AMG) is a strategic partner to leading independent investment management firms globally. AMG’s strategy is to generate long‐term value by investing in high-quality independent partner-owned firms, through a proven partnership approach, and allocating resources across AMG’s unique opportunity set to the areas of highest growth and return. Through its distinctive approach, AMG magnifies its Affiliates’ existing advantages and actively supports their independence and ownership culture. As of June 30, 2025, AMG’s aggregate assets under management were approximately $771 billion across a diverse range of private markets, liquid alternative, and differentiated long-only investment strategies. For more information, please visit the Company’s website at www.amg.com.

             

    Conference Call, Replay, and Presentation Information
    A conference call will be held with AMG’s management at 11:00 a.m. Eastern time today. Parties interested in listening to the conference call should dial 1-877-407-8291 (U.S. calls) or 1-201-689-8345 (non-U.S. calls) shortly before the call begins.

    The conference call will also be available for replay beginning approximately one hour after the conclusion of the call. To hear a replay of the call, please dial 1-877-660-6853 (U.S. calls) or 1-201-612-7415 (non-U.S. calls) and provide conference ID 13754341. The live call and replay of the session and a presentation highlighting the Company’s performance can also be accessed via AMG’s website at https://ir.amg.com/.

    Investor and Media Relations: Patricia Figueroa
    +1 (617) 747-3300
    ir@amg.com
    pr@amg.com

    Financial Tables Follow

    ASSETS UNDER MANAGEMENT – STATEMENTS OF CHANGES (in billions) 

      Alternatives   Differentiated Long-Only  
    BY STRATEGY – QUARTER TO DATE Private
    Markets
      Liquid
    Alternatives
        Equities   Multi-
    Asset &

    Fixed
    Income
      Total  
    AUM, March 31, 2025 $ 140.3   $ 154.8     $ 302.1   $ 115.0   $ 712.2  
    Client cash inflows and commitments   7.8     16.8       10.7     5.0     40.3  
    Client cash outflows   (0.0 )   (5.3 )     (21.2 )   (5.7 )   (32.2 )
    Net client cash flows   7.8     11.5       (10.5 )   (0.7 )   8.1  
    New investments       12.4               12.4  
    Market changes   1.3     1.3       24.0     3.8     30.4  
    Foreign exchange   0.7     2.9       5.4     1.1     10.1  
    Realizations and distributions (net)   (0.7 )   (0.1 )     (0.0 )   (0.1 )   (0.9 )
    Other       (1.1 )     (0.0 )   (0.2 )   (1.3 )
    AUM, June 30, 2025 $ 149.4   $ 181.7     $ 321.0   $ 118.9   $ 771.0  
                                     
      Alternatives   Differentiated Long-Only  
    BY STRATEGY – YEAR TO DATE Private
    Markets
      Liquid
    Alternatives
        Equities   Multi-
    Asset &

    Fixed
    Income
      Total  
    AUM, December 31, 2024 $ 135.4   $ 140.7     $ 316.2   $ 115.6   $ 707.9  
    Client cash inflows and commitments   11.3     32.7       19.5     9.8     73.3  
    Client cash outflows   (0.1 )   (11.0 )     (43.7 )   (10.8 )   (65.6 )
    Net client cash flows   11.2     21.7       (24.2 )   (1.0 )   7.7  
    New investments   1.7     12.4               14.1  
    Market changes   1.8     3.6       22.0     3.5     30.9  
    Foreign exchange   0.9     4.4       7.1     1.4     13.8  
    Realizations and distributions (net)   (1.6 )   (0.0 )     (0.1 )   (0.3 )   (2.0 )
    Other       (1.1 )     0.0     (0.3 )   (1.4 )
    AUM, June 30, 2025 $ 149.4   $ 181.7     $ 321.0   $ 118.9   $ 771.0  
                                     

    CONSOLIDATED STATEMENTS OF INCOME

      Three Months Ended
    (in millions, except per share data) 6/30/2024   6/30/2025
    Consolidated revenue $ 500.3     $ 493.2  
           
    Consolidated expenses:      
    Compensation and related expenses   215.3       263.7  
    Selling, general and administrative   89.4       95.7  
    Intangible amortization and impairments   7.3       6.3  
    Interest expense   33.5       34.5  
    Depreciation and other amortization   3.1       2.5  
    Other expenses (net)   10.8       10.0  
    Total consolidated expenses   359.4       412.7  
           
    Equity method income (net)(3)   18.1       65.6  
    Investment and other income   19.3       25.5  
    Income before income taxes   178.3       171.6  
           
    Income tax expense   43.3       35.7  
    Net income   135.0       135.9  
           
    Net income (non-controlling interests)   (59.0 )     (51.6 )
    Net income (controlling interest) $ 76.0     $ 84.3  
           
    Average shares outstanding (basic)   31.5       28.5  
    Average shares outstanding (diluted)   35.3       31.4  
           
    Earnings per share (basic) $ 2.42     $ 2.96  
    Earnings per share (diluted)(1) $ 2.26     $ 2.80  
                   

    RECONCILIATIONS OF SUPPLEMENTAL PERFORMANCE MEASURES(2)

      Three Months Ended
    (in millions, except per share data) 6/30/2024   6/30/2025
    Net income (controlling interest) $ 76.0     $ 84.3  
    Intangible amortization and impairments   65.6       31.0  
    Intangible-related deferred taxes   14.7       14.6  
    Other economic items(4)   (0.4 )     29.3  
    Economic net income (controlling interest) $ 155.9     $ 159.2  
           
    Average shares outstanding (adjusted diluted)   33.4       29.5  
    Economic earnings per share $ 4.67     $ 5.39  
           
    Net income (controlling interest) $ 76.0     $ 84.3  
    Interest expense   33.5       34.4  
    Income taxes   42.3       35.1  
    Intangible amortization and impairments   65.6       31.0  
    Other items(4)   0.1       34.9  
    Adjusted EBITDA (controlling interest) $ 217.5     $ 219.7  
                   

    See Notes for additional information.

    CONSOLIDATED STATEMENTS OF INCOME

      Six Months Ended
    (in millions, except per share data) 6/30/2024   6/30/2025
    Consolidated revenue $ 1,000.3     $ 989.8  
           
    Consolidated expenses:      
    Compensation and related expenses   455.7       494.1  
    Selling, general and administrative   181.1       190.4  
    Intangible amortization and impairments   14.5       89.6  
    Interest expense   63.4       68.6  
    Depreciation and other amortization   6.1       5.3  
    Other expenses (net)   19.9       21.6  
    Total consolidated expenses   740.7       869.6  
           
    Equity method income (net)(3)   135.7       140.9  
    Investment and other income   37.2       37.1  
    Income before income taxes   432.5       298.2  
           
    Income tax expense   98.7       63.1  
    Net income   333.8       235.1  
           
    Net income (non-controlling interests)   (108.0 )     (78.5 )
    Net income (controlling interest) $ 225.8     $ 156.6  
           
    Average shares outstanding (basic)   32.1       28.9  
    Average shares outstanding (diluted)   36.0       32.3  
           
    Earnings per share (basic) $ 7.02     $ 5.43  
    Earnings per share (diluted)(1) $ 6.49     $ 5.01  
                   

    RECONCILIATIONS OF SUPPLEMENTAL PERFORMANCE MEASURES(2)

      Six Months Ended
    (in millions, except per share data) 6/30/2024   6/30/2025
    Net income (controlling interest) $ 225.8     $ 156.6  
    Intangible amortization and impairments   91.2       116.8  
    Intangible-related deferred taxes   30.9       13.9  
    Other economic items(4)   (5.3 )     30.6  
    Economic net income (controlling interest) $ 342.6     $ 317.9  
           
    Average shares outstanding (adjusted diluted)   34.0       30.0  
    Economic earnings per share $ 10.06     $ 10.58  
           
    Net income (controlling interest) $ 225.8     $ 156.6  
    Interest expense   63.4       68.5  
    Income taxes   99.7       65.4  
    Intangible amortization and impairments   91.2       116.8  
    Other items(4)   (2.8 )     40.6  
    Adjusted EBITDA (controlling interest) $ 477.3     $ 447.9  
                   

    See Notes for additional information.

    CONSOLIDATED BALANCE SHEETS

      Period Ended
    (in millions) 12/31/2024   6/30/2025
    Assets      
    Cash and cash equivalents $ 950.0     $ 361.0  
    Receivables   409.7       571.0  
    Investments   595.6       644.1  
    Goodwill   2,504.9       2,537.6  
    Acquired client relationships (net)   1,777.8       1,716.1  
    Equity method investments in Affiliates (net)   2,246.6       2,618.3  
    Fixed assets (net)   57.6       56.7  
    Other assets   288.7       302.8  
    Total assets $ 8,830.9     $ 8,807.6  
           
    Liabilities and Equity      
    Payables and accrued liabilities $ 639.1     $ 692.4  
    Debt   2,620.2       2,621.2  
    Deferred income tax liability (net)   520.5       544.3  
    Other liabilities   402.4       474.9  
    Total liabilities   4,182.2       4,332.8  
           
    Redeemable non-controlling interests   350.5       336.1  
    Equity:      
    Common stock   0.6       0.6  
    Additional paid-in capital   733.1       701.2  
    Accumulated other comprehensive loss   (163.6 )     (125.0 )
    Retained earnings   6,899.8       7,055.9  
        7,469.9       7,632.7  
    Less: treasury stock, at cost   (4,124.6 )     (4,394.0 )
    Total stockholders’ equity   3,345.3       3,238.7  
    Non-controlling interests   952.9       900.0  
    Total equity   4,298.2       4,138.7  
    Total liabilities and equity $ 8,830.9     $ 8,807.6  
                   

     

    Notes
       
    (1) Earnings per share (diluted) adjusts for the dilutive effect of the potential issuance of incremental shares of our common stock.

    We assume the settlement of all of our Redeemable non-controlling interests using the maximum number of shares permitted under our arrangements. The issuance of shares and the related income acquired are excluded from the calculation if an assumed purchase of Redeemable non-controlling interests would be anti-dilutive to diluted earnings per share.

    We are required to apply the if-converted method to our outstanding junior convertible securities when calculating Earnings per share (diluted). Under the if-converted method, shares that are issuable upon conversion are deemed outstanding, regardless of whether the securities are contractually convertible into our common stock at that time. For this calculation, the interest expense (net of tax) attributable to these dilutive securities is added back to Net income (controlling interest), reflecting the assumption that the securities have been converted. Issuable shares for these securities and related interest expense are excluded from the calculation if an assumed conversion would be anti-dilutive to diluted earnings per share.

    The following table provides a reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per share:

       
        Three Months Ended   Six Months Ended
      (in millions) 6/30/2024   6/30/2025   6/30/2024   6/30/2025
      Numerator              
      Net income (controlling interest) $ 76.0     $ 84.3     $ 225.8     $ 156.6  
      Income (loss) from hypothetical settlement of Redeemable non-controlling interests, net of taxes   0.3       0.3       0.7       (1.5 )
      Interest expense on junior convertible securities, net of taxes   3.4       3.4       6.7       6.7  
      Net income (controlling interest), as adjusted $ 79.7     $ 88.0     $ 233.2     $ 161.8  
      Denominator              
      Average shares outstanding (basic)   31.5       28.5       32.1       28.9  
      Effect of dilutive instruments:              
      Stock options and restricted stock units   1.9       1.0       1.9       1.1  
      Hypothetical issuance of shares to settle Redeemable non-controlling interests   0.2       0.2       0.3       0.6  
      Junior convertible securities   1.7       1.7       1.7       1.7  
      Average shares outstanding (diluted)   35.3       31.4       36.0       32.3  
                                     
    (2) As supplemental information, we provide non-GAAP performance measures of Adjusted EBITDA (controlling interest), Economic net income (controlling interest), and Economic earnings per share. We believe that many investors use our Adjusted EBITDA (controlling interest) when comparing our financial performance to other companies in the investment management industry. Management utilizes these non-GAAP performance measures to assess our performance before our share of certain non-cash GAAP expenses primarily related to the acquisition of interests in Affiliates and to improve comparability between periods. Economic net income (controlling interest) and Economic earnings per share are used by management and our Board of Directors as our principal performance benchmarks, including as one of the measures for determining executive compensation. These non-GAAP performance measures are provided in addition to, but not as a substitute for, Net income (controlling interest), Earnings per share, or other GAAP performance measures. For additional information on our non-GAAP measures, see our most recent Annual and Quarterly Reports on Form 10-K and 10-Q, respectively, which are accessible on the SEC’s website at www.sec.gov.

    Adjusted EBITDA (controlling interest) represents our performance before our share of interest expense, income and certain non-income based taxes, depreciation, amortization, impairments, gains and losses related to Affiliate Transactions, and non-cash items such as certain Affiliate equity activity, gains and losses on our contingent payment obligations, and unrealized gains and losses on seed capital, general partner commitments, and other strategic investments. Adjusted EBITDA (controlling interest) is also adjusted to include realized economic gains and losses related to these seed capital, general partner commitments, and other strategic investments.

    Under our Economic net income (controlling interest) definition, we adjust Net income (controlling interest) for our share of pre-tax intangible amortization and impairments related to intangible assets (including the portion attributable to equity method investments in Affiliates) because these expenses do not correspond to the changes in the value of these assets, which do not diminish predictably over time. We also adjust for deferred taxes attributable to intangible assets because we believe it is unlikely these accruals will be used to settle material tax obligations. Further, we adjust for gains and losses related to Affiliate Transactions, net of tax, and other economic items. Other economic items include certain Affiliate equity activity, gains and losses related to contingent payment obligations, tax windfalls and shortfalls from share-based compensation, unrealized gains and losses on seed capital, general partner commitments, and other strategic investments, and realized economic gains and losses related to these seed capital, general partner commitments, and other strategic investments.

    Economic earnings per share represents Economic net income (controlling interest) divided by the Average shares outstanding (adjusted diluted). In this calculation, we exclude the potential shares issued upon settlement of Redeemable non-controlling interests from Average shares outstanding (adjusted diluted) because we intend to settle those obligations without issuing shares, consistent with all prior Affiliate equity purchase transactions. The potential share issuance in connection with our junior convertible securities is measured using a “treasury stock” method. Under this method, only the net number of shares of common stock equal to the value of the junior convertible securities in excess of par, if any, are deemed to be outstanding. We believe the inclusion of net shares under a treasury stock method best reflects the benefit of the increase in available capital resources (which could be used to repurchase shares of our common stock) that occurs when these securities are converted and we are relieved of our debt obligation.

    The following table provides a reconciliation of Average shares outstanding (adjusted diluted):

       

       

        Three Months Ended   Six Months Ended
      (in millions) 6/30/2024   6/30/2025   6/30/2024   6/30/2025
      Average shares outstanding (diluted) 35.3     31.4     36.0     32.3  
      Hypothetical issuance of shares to settle Redeemable non-controlling interests (0.2 )   (0.2 )   (0.3 )   (0.6 )
      Junior convertible securities (1.7 )   (1.7 )   (1.7 )   (1.7 )
      Average shares outstanding (adjusted diluted) 33.4     29.5     34.0     30.0  
                             
    (3) The following table presents pre-tax equity method earnings, equity method intangible amortization and impairments, and equity method income tax, which in aggregate form Equity method income (net):
       
        Three Months Ended   Six Months Ended
      (in millions) 6/30/2024   6/30/2025   6/30/2024   6/30/2025
      Pre-tax equity method earnings $ 80.3     $ 94.1     $ 222.8     $ 193.6  
      Equity method intangible amortization and impairments   (60.8 )     (27.0 )     (81.6 )     (45.6 )
      Equity method income tax   (1.4 )     (1.5 )     (5.5 )     (7.1 )
      Equity method income (net) $ 18.1     $ 65.6     $ 135.7     $ 140.9  
                                     
    (4) For the three and six months ended June 30, 2025, other economic items and other items include a one-time expense of $30.5 million which resulted from a modification of Affiliate equity which, consistent with the definitions of our non-GAAP performance measures, has been added back to Economic net income (controlling interest) and Adjusted EBITDA (controlling interest).
       

    Forward-Looking Statements and Other Matters

    Certain matters discussed in this press release issued by Affiliated Managers Group, Inc. (“AMG” or the “Company”) may constitute forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, and other non-historical statements. You can identify these forward-looking statements by the use of words such as “outlook,” “guidance,” “believes,” “expects,” “potential,” “preliminary,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “projects,” “positioned,” “prospects,” “intends,” “plans,” “estimates,” “pending investments,” “anticipates,” or the negative version of these words or other comparable words. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including changes in the securities or financial markets or in general economic conditions, global trade tensions and changes in trade policies, the availability of equity and debt financing, competition for acquisitions of interests in investment management firms, uncertainties relating to closing of pending investments or transactions and potential changes in the anticipated benefits thereof, the investment performance and growth rates of our Affiliates and their ability to effectively market their investment strategies, the mix of Affiliate contributions to our earnings, and other risks, uncertainties, and assumptions, including those described under the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Such factors may be updated from time to time in our periodic filings with the SEC. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in our filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments, or otherwise, except as required by applicable law.

    This press release does not constitute an offer of any products, investment vehicles, or services of any AMG Affiliate.

    From time to time, AMG may use its website as a distribution channel of material Company information. AMG routinely posts financial and other important information regarding the Company in the Investor Relations section of its website at www.amg.com and encourages investors to consult that section regularly.

    The MIL Network

  • MIL-OSI: CleanCounts Announces former EPA lead James Critchfield as Head of Registry and Market Integrity

    Source: GlobeNewswire (MIL-OSI)

    ASPEN, Colo., July 31, 2025 (GLOBE NEWSWIRE) — Aspen Energy Forum – CleanCounts, a nonprofit with the industry leading environmental attribute certificate (EAC) tracking platform for voluntary and compliance claims of renewable energy projects across North America, today announced James Critchfield as the Head of Registry & Market Integrity. In his role, Critchfield will lead the development and governance of high-fidelity registries that safeguard transparency and trust across clean-energy and carbon markets. CleanCounts shared the news on Critchfield joining the team from Aspen Energy Forum, where the nonprofit is taking part in discussions on decarbonization and renewable energy strategies.

    Critchfield joins CleanCounts after spending two decades at the U.S. Environmental Protection Agency, where he was an authority on energy-attribute certificates, registry architecture, and greenhouse-gas accounting, advising Fortune 500 companies, state regulators, and international bodies. Most recently, Critchfield scaled the EPA’s Green Power Partnership from its infancy to hundreds of organizations, pushing annual voluntary green-power procurement to more than 100 billion KWh annually and catalyzing nearly 19 GW of new renewable capacity nationwide.

    “CleanCounts has advocated for standards in the renewable energy market and the environmental attribute tracking industry to drive better decision making by corporate buyers and provide transparency for regulators,” said James Critchfield, CleanCount’s Head of Registry & Market Integrity. “I look forward to stepping into this new role to bring my experience to support CleanCounts’ continued reputation as the true validator for environmental markets.”

    CleanCounts, formerly known as M-RETS, tracks generated energy outputs across North America, enabling market participants to place a dollar value on the environmental benefits of renewable energy and renewable thermal outputs. Through rigorous validation of the environmental benefits, verifiable data, and unbiased third-party verification, CleanCounts is now North America’s leading platform to obtain, transfer, or retire renewable energy certificates (RECs), renewable thermal certificates (RTCs), and alternative energy certificates (AECs).

    “James Critchfield’s work in the federal government to support tracking system infrastructure for clean energy in the United States has led to the development of next generation tracking capabilities that feature the granularity needed for market transparency,” said Benjamin Gerber, CEO of CleanCounts. “With James joining our executive team, we look forward to engaging stakeholders throughout North America for conversations about how a continuity-first, climate-aligned, and tech-forward clean energy registry can create benefits for, and strengthen trust in, both the voluntary and compliance markets.”

    Prior to joining CleanCounts full time on August 21, Critchfield will join an upcoming webinar with senior leaders from Singularity Energy and EnergyTag titled, How Western States Can Achieve Grid Decarbonization, on August 13, 2025 at 9:00 AM PT / 12:00 PM ET. The energy industry leaders will discuss how granular energy data and verified certificates can enable the hourly electricity accounting needed to drive investment and deployment of decarbonization technologies for an around-the-clock clean grid. Those interested in attending can register here.

    To learn more about CleanCounts, please visit www.cleancounts.org

    About CleanCounts
    CleanCounts, formerly known as Midwest Renewable Energy Tracking System (M‑RETS) Inc., is North America’s most expansive clean energy registry and a trusted gateway to environmental markets. As a nonprofit organization, CleanCounts empowers participants across the energy ecosystem to track, trade, and validate clean energy production and consumption with confidence and transparency.

    Media Contact:
    FischTank PR
    cleancounts@fischtankpr.com

    A photo accompanying this announcement is available at
    https://www.globenewswire.com/NewsRoom/AttachmentNg/dd918d85-5f5a-493e-9a32-31974fc5a615

    The MIL Network

  • MIL-OSI: GL Supports Next-Gen SIP Testing and Emulation

    Source: GlobeNewswire (MIL-OSI)

    GAITHERSBURG, Md., July 31, 2025 (GLOBE NEWSWIRE) — GL Communications Inc., a global leader in telecom testing solutions, addressed the press regarding their SIP protocol emulation and testing solutions. In today’s dynamic telecom environment, ensuring the reliable operation of SIP-based VoIP devices and networks is essential. This powerful platform emulates all key SIP elements and generates real-time SIP and RTP traffic for thorough testing.

    [For illustration, refer to sip-architecture.jpg]

    Vijay Kulkarni, CEO of GL Communications, states “GL’s Message Automation & Protocol Simulation (MAPS™) is a flexible software program that can emulate a wide variety of telecommunications protocols. MAPS™ SIP is a specialized application within this platform that focuses on testing SIP-based communication systems. It emulates key SIP elements such as User Agent Client (UAC), User Agent Server (UAS), Registrar, and Redirect servers.”

    MAPS™ SIP emulates complex SIP call flows and supports high-volume call generation with real-time transmission of voice, video, fax, and messaging traffic. With full support for SIP over UDP, TCP, and TLS, it ensures performance validation, resolves interoperability issues, and confirms compliance with industry standards across VoIP and IP multimedia networks.

    Key Features:

    • Scalable Bulk Call Generation and Load Testing
      MAPS™ SIP supports up to 2,000 concurrent media calls at 250 calls per second (CPS) and 70,000 signaling-only calls at 750 CPS. With the MAPS™ RTP High Density appliance, it scales to 160,000 calls at 800 CPS, making it ideal for testing network performance under heavy load in both lab and field setups.
    • Flexible SIP Emulation for VoIP and Air Traffic Control Networks
      A single instance of MAPS™ SIP can emulate multiple SIP entities and generate diverse SIP messages without extra hardware. It also supports EUROCAE ED-137C standards, allowing accurate emulation of Air Traffic Control communication systems.
    • SIP Testing for Gateway and Analog Telephone Adapter (ATA)
      MAPS™ SIP validates Gateway and ATA devices by testing connectivity, signaling behavior, and voice quality. It handles RTP traffic types including voice, tones, digits, and both pass-through and T.38 fax.
    • Remote Control and Integration
      The platform supports remote operation via a client-server Command Line Interface and APIs in Python or Java. This enables easy automation, integration with external systems, and distributed testing across different environments.
    • Fax over IP Emulation and Analysis
      Automates fax call generation and analysis for both T.30 and T.38 sessions. Users can assess transmission quality, protocol handling, and system performance across SIP networks.
    • Instant Messaging Support for NG9-1-1 over SIP
      MAPS™ SIP integrates Message Session Relay Protocol (MSRP) to support instant messaging in NG9-1-1 networks. It enables testing of IM-only sessions as well as mixed audio and messaging scenarios to ensure emergency communication reliability.
    • Multimedia Call Emulation with Audio, Video, and Text Messaging
      The tool can emulate SIP calls with audio, video, and text messaging in a single session. Each call includes separate RTP streams for comprehensive end-to-end multimedia testing.
    • Ensuring Protocol Compliance Across SIP Interfaces
      MAPS™ SIP supports standard SIP as well as SIP-I, SIP IMS, and SIP MSRP. It helps verify protocol conformance across diverse implementations.
    • End-to-End IP Multimedia Subsystem (IMS) Testing for VoLTE, VoWiFi, and 5G Services
      The MAPS™ SIP IMS Test Suite emulates core IMS nodes and supports SIP, RTP, and Diameter protocols. It’s ideal for testing VoLTE, VoNR, and 5G services, ensuring seamless session management and interoperability.
    • SIP Protocol Conformance Testing with ETSI Support
      With over 400 ETSI-based test cases (IETF RFC 3261, ETSI TS 102-027-2 v4.1.1 (2006-07)), MAPS™ SIP Conformance Suite ensures thorough validation of SIP implementations. It can be configured as a UAC to test UAS devices for registration, call control, proxy, and redirect functions.
    • Automated Interactive Voice Response (IVR) Testing
      MAPS™ SIP automates IVR testing by sending DTMF tones or voice inputs. This allows for seamless navigation through IVR prompts and validation of response accuracy.

    About GL Communications Inc.,

    GL Communications is a global provider of telecom test and measurement solutions. GL’s solutions verify the quality and reliability of Wireless, Fiber Optic, TDM and Analog networks.

    Warm Regards,

    Vikram Kulkarni, PhD

    Phone: 301-670-4784 x114

    Email: info@gl.com

    The MIL Network

  • MIL-OSI: Euronet Worldwide Reports Second Quarter 2025 Financial Results – Highlighted by 13% Operating Income Growth

    Source: GlobeNewswire (MIL-OSI)

    • Digital growth strategy accelerated with the announced acquisition of leading credit card issuing platform
    • Ren signs agreement with top tier United States bank
    • Money Transfer expands digital remittance through Google partnership
    • Money Transfer enters Japanese market with acquisition of Kyodai Remittance
    • Operating margin expansion of 112 basis points

    LEAWOOD, Kan., July 30, 2025 (GLOBE NEWSWIRE) — Euronet (“Euronet” or the “Company”) (NASDAQ: EEFT), a global leader in payments processing and cross-border transactions, announced today second quarter 2025 financial results.

    Euronet reports the following consolidated results for the second quarter 2025 compared with the same period of 2024:

    • Revenues of $1,074.3 million, a 9% increase from $986.2 million (6% increase on a constant currency1 basis).
    • Operating income of $158.6 million, an 18% increase from $134.3 million (13% increase on a constant currency basis).
    • Adjusted EBITDA2 of $206.2 million, a 16% increase  from $178.2 million (11% increase on a constant currency basis).
    • Net income attributable to Euronet of $97.6 million, or $2.27 diluted earnings per share, compared with $83.1 million, or $1.73 diluted earnings per share.
    • Adjusted earnings per share3 of $2.56, a 14% increase from $2.25. 

    See the reconciliation of non-GAAP items in the attached financial schedules.   

    “I’m very pleased with the business’ constant currency operating profit growth of 13% and the margin expansion of 112 basis points—on its own, this is exciting.  But, I’m more excited about our accomplishments to further our digital strategy through the acquisition of a leading credit card issuing platform – CoreCard – and the signing of a Ren agreement with one of the top three banks in the United States. 

    The acquisition of CoreCard fits nicely with our Ren platform. As described in a separate press release, this is not just a credit issuing platform, it’s a platform serving leading brands in the US, processing at scale, tried and tested. This premier product gives us yet more opportunity to go after the $10 billion issuing market where the market growth rates are much stronger outside the United States, which aligns strongly with our global business where more than 75% of our revenues are from outside the United States.  Moreover, another exciting aspect of the issuing business is its margin opportunity, nearing 50 percent.  It’s these kinds of initiatives that have contributed to our 20-year double digit growth rate and will continue to drive future growth – focused on digital payments.  This acquisition is directly in line with our strategy to shift a stronger mix of our business toward the digital economy. 

    Not only did we advance our digital agenda with the credit issuing platform, we just signed an agreement with one of the top three banks in the United States for the deployment of our Ren ATM operating and switching product.  While we have had many successes with Ren outside the US, this is not just the first agreement in the US we’ve signed, but it is with super impressive top-tiered bank – a real testament to the value proposition of Ren”, said Michael J. Brown, Euronet’s Chairman and Chief Executive Officer.

    Segment and Other Results

    The EFT Processing Segment reports the following results for the second quarter 2025 compared with the same period or date in 2024:

    • Revenues of $338.5 million, an 11% increase from $305.4 million (6% increase on a constant currency basis).
    • Operating income of $84.6million, a 6% increase from $79.9 million (1% increase on a constant currency basis).
    • Adjusted EBITDA of $110.6 million, a 5% increase from $105.0 million (no change on a constant currency basis).
    • Total of 57,326 installed ATMs as of June 30, 2025, a 5% increase from 54,736. We operated 56,760 active ATMs as of June 30, 2025, a 5% increase from 54,005 as of June 30, 2024.

    Constant currency revenue, operating income, and adjusted EBITDA growth in the second quarter 2025 was driven by market expansion, growth across most existing markets and the addition of access fees and an increase in interchange fees in certain markets. 

    The epay Segment reports the following results for the Q2 2025 compared with the same period or date in 2024:

    • Revenues of $280.1 million, a 7% increase from $260.9 million (5% increase on a constant currency basis).
    • Operating income of $31.1 million, a 19% increase from $26.2 million (17% increase on a constant currency basis).
    • Adjusted EBITDA of $32.8 million, a 17% increase from $28.0 million (15% increase on a constant currency basis).
    • Transactions of 1,107 million, consistent with prior year.
    • POS terminals of approximately 721,000 as of June 30, 2025, a 3% increase from 703,000.
    • Retailer locations of approximately 354,000 as of June 30, 2025, a 4% increase from 340,000.

    Constant currency revenue growth was driven by continued payments and digital media growth. Operating income and adjusted EBITDA grew faster than revenue, driven by a shift in product mix and effective operating expense management. Transaction growth from payments and digital media was offset by a decrease in low margin mobile transactions in India.

    The Money Transfer Segment reports the following results for the Q2 2025 compared with the same period or date in 2024:

    • Revenues of $457.9 million, a 9% increase from $421.8 million (6% increase on a constant currency basis).
    • Operating income of $65.6 million, a 39% increase from $47.3 million (33% increase on a constant currency basis).
    • Operating margin expansion of 296 basis points
    • Adjusted EBITDA of $71.6 million, a 33% increase from $54.0 million (28% increase on a constant currency basis).
    • Total transactions of 46.1 million, a 4% increase from 44.3 million.
    • Total digital transactions of 5.8 million, a 29% increase from 4.5 million.
    • Network locations of approximately 631,000 as of June 30, 2025, an 8% increase from approximately 586,000.

    Constant currency revenue growth was primarily driven by growth in cross-border transactions, partially offset by a decrease in intra-US transactions. Direct-to-consumer digital transactions grew by 29%, reflecting continued consumer demand for digital products. Operating income and adjusted EBITDA growth outpaced revenue growth due to gross margin expansion and leverage of scale. Additionally, the Money Transfer segment continued to expand both its market footprint through the acquisition of a 60% interest in Kyodai Remittance as well as its industry leading global payments network to now reach 4.1 billion bank accounts, 3.2 billion wallet accounts and 631,000 payment locations.

    Corporate and Other reports $22.7 million of expense for the second quarter 2025 compared with $19.1 million for the second quarter 2024. The increase in corporate expenses is largely from the increase in long-term share-based compensation.

    Balance Sheet and Financial Position
    Unrestricted cash and cash equivalents on hand was $1,329.3 million as of June 30, 2025, compared to $1,393.6 million as of March 31, 2025. Total indebtedness was $2,438.1 million as of June 30, 2025, compared to $2,202.5 million as of March 31, 2025. Availability under the Company’s revolving credit facilities was approximately $884.2 million as of June 30, 2025. 

    The change in net cash is the result of cash generated from operations, working capital fluctuations and share repurchases of $2.3 million shares for $247 million during the second quarter.

    Outlook
    Taking into consideration recent trends in the business and the global economy, the Company anticipates its 2025 adjusted EPS will grow 12% to 16% year-over-year, consistent with its 10- and 20-year compounded annualized growth rates. This outlook does not include any changes that may develop in foreign exchange rates, interest rates or other unforeseen factors.

    Non-GAAP Measures
    In addition to the results presented in accordance with U.S. GAAP, the Company presents non-GAAP financial measures, such as constant currency financial measures, operating income, adjusted EBITDA, and adjusted earnings per share. These measures should be used in addition to, and not a substitute for, revenues, operating income, net income and earnings per share computed in accordance with U.S. GAAP. We believe that these non-GAAP measures provide useful information to investors regarding the Company’s performance and overall results of operations. These non-GAAP measures are also an integral part of the Company’s internal reporting and performance assessment for executives and senior management. The non-GAAP measures used by the Company may not be comparable to similarly titled non-GAAP measures used by other companies. The attached schedules provide a full reconciliation of these non-GAAP financial measures to their most directly comparable U.S. GAAP financial measure.

    The Company does not provide a reconciliation of its forward-looking non-GAAP measures to GAAP due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for GAAP and the related GAAP and non-GAAP reconciliation, including adjustments that would be necessary for foreign currency exchange rate fluctuations and other charges reflected in the Company’s reconciliation of historic numbers, the amount of which, based on historical experience, could be significant.  

    (1) Constant currency financial measures are computed as if foreign currency exchange rates did not change from the prior period. This information is provided to illustrate the impact of changes in foreign currency exchange rates on the Company’s results when compared to the prior period.

    (2) Adjusted EBITDA is defined as net income excluding, to the extent incurred in the period, interest expense, income tax expense, depreciation, amortization, share-based compensation and other non-cash purchase accounting adjustments, non-operating or non-recurring items that are considered expenses or income under U.S. GAAP. Adjusted EBITDA represents a performance measure and is not intended to represent a liquidity measure.

    (3) Adjusted earnings per share is defined as diluted U.S. GAAP earnings per share excluding, to the extent incurred in the period, the tax-effected impacts of: a) foreign currency exchange gains or losses, b) share-based compensation, c) acquired intangible asset amortization, d) non-cash income tax expense, e) non-cash investment gain f) other non-operating or non-recurring items and g) dilutive shares relate to the Company’s convertible bonds. Adjusted earnings per share represent a performance measure and is not intended to represent a liquidity measure. 

    Conference Call and Slide Presentation
    Euronet Worldwide will host an analyst conference call on July 31, 2025, at 9:00 a.m. Eastern Time to discuss these results. The call may also include discussion of Company developments on the Company’s operations, forward-looking information, and other material information about business and financial matters. The conference call and accompanying slide show presentation will be accessible via webcast by following the link posted on http://ir.euronetworldwide.com.  Participants wanting to access the conference call by telephone should dial (800)715-9871 (USA) or (646)307-1963 (international).

    A webcast replay will be available beginning approximately one hour after the event at http://ir.euronet worldwide.com and will remain available for one year.

    About Euronet Worldwide, Inc.
    A global leader in payments processing and cross-border transactions, Euronet moves money in all the ways consumers and businesses depend upon. This includes money transfers, credit/debit processing, ATMs, point-of-sale services, branded payments, currency exchange and more. With products and services in more than 200 countries and territories provided through its own brand and branded business segments, Euronet and its financial technologies and networks make participation in the global economy easier, faster and more secure for everyone. Visit the company’s website at www.euronetworldwide.com.

    Starting in Central Europe in 1994, Euronet now supports an extensive global real-time digital and cash payments network that includes 57,326 installed ATMs, approximately 1.2 million EFT point-of-sale terminals and a growing portfolio of outsourced debit and credit card services which are under management in 69 countries; card software solutions; a prepaid processing network of approximately 721,000 point-of-sale terminals at approximately 354,000 retailer locations in 64 countries; and a global money transfer network of approximately 631,000 locations serving 200 countries and territories with digital connections to 4.1 billion bank accounts, 3.2 billion digital wallet accounts and 4.0 billion Visa debit cards through Visa Direct payments. Euronet serves clients from its corporate headquarters in Leawood, Kansas, USA, and 67 worldwide offices. For more information, please visit the company’s website at www.euronetworldwide.com.

    Cautionary Statement Regarding Forward-Looking Statements
    This communication contains “forward-looking statements” within the United States Private Securities Litigation Reform Act of 1995. You can identify these statements and other forward-looking statements in this document by words such as “may,” “will,” “should,” “can,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “plan,” “assume,” “believe,” “forecast,” “look,” “build,” “focus,” “create,” “work,” “continue,” “target,” “poised,” “advance,” “drive,” “aim,” “forecast,” “approach,” “seek,” “schedule,” “position,” “pursue,” “progress,” “budget,” “outlook,” “trend,” “guidance,” “commit,” “on track,” “objective,” “goal,” “strategy,” “opportunity,” “ambitions,” “aspire” and similar expressions, and variations or negative of such terms or other variations thereof. Words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. 

    Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such statements regarding the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement’), dated as of July 30, 2025, by and among CoreCard, Euronet and Genesis Merger Sub Inc. (the “Transaction”), including the expected timing of the closing of the Transaction; future financial and operating results; benefits and synergies of the Transaction; future opportunities for the combined company; the conversion of equity interests contemplated by the Merger Agreement; the issuance of common stock of Euronet contemplated by the Merger Agreement; the expected filing by Euronet with the SEC of the Registration Statement and the proxy statement/prospectus; the ability of the parties to complete the proposed Transaction considering the various closing conditions and any other statements about future expectations that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of Euronet and CoreCard, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to, the expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement; the possibility that CoreCard’s shareholders may not approve the Transaction; the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the Transaction; the risk that any announcements relating to the Transaction could have adverse effects on the market price of Euronet’s common stock; the risk that the Transaction and its announcement could have an adverse effect on the parties’ business relationships and business generally, including the ability of CoreCard or Euronet to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, and on their operating results and businesses generally; the risk of unforeseen or unknown liabilities; customer, shareholder, regulatory and other stakeholder approvals and support; the risk of potential litigation relating to the Transaction that could be instituted against CoreCard or its directors and/or officers; the risk associated with third party contracts containing material consent, anti-assignment, transfer or other provisions that may be related to the Transaction which are not waived or otherwise satisfactorily resolved; the risk of rating agency actions and Euronet’s ability to access short- and long-term debt markets on a timely and affordable basis; the risk of various events that could disrupt operations, including: conditions in world financial markets and general economic conditions; inflation; the war in Ukraine and the related economic sanctions; and military conflicts in the Middle East.

    These risks, as well as other risks related to the proposed Transaction, will be described in the Registration Statement that will be filed with the SEC in connection with the proposed Transaction. While the list of factors presented here and the list of factors to be presented in the Registration Statement are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Additional factors that may affect future results are contained in each company’s filings with the SEC, including each company’s most recent Annual Report on Form 10-K, as it may be updated from time to time by quarterly reports on Form 10-Q and current reports on Form 8-K, all of which are available at the SEC’s website http://www.sec.gov. Euronet regularly posts important information to the investor relations section of its website. Any forward-looking statements made in this release speak only as of the date of this release. Except as may be required by law, neither Euronet nor CoreCard intends to update these forward-looking statements and undertakes no duty to any person to provide any such update under any circumstances.

    Important Information for Investors and Stockholders
    In connection with the proposed transaction, Euronet plans to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a proxy statement of CoreCard that also constitutes a prospectus of Euronet, and any other documents in connection with the transaction. After the Registration Statement has been declared effective by the SEC, the definitive proxy statement/prospectus will be sent to the holders of common stock of CoreCard. INVESTORS AND SHAREHOLDERS OF CORECARD AND EURONET ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT EURONET, CORECARD, THE TRANSACTION AND RELATED MATTERS. The registration statement and proxy statement/prospectus and other documents filed by Euronet or CoreCard with the SEC, when filed, will be available free of charge at the SEC’s website at www.sec.gov. Alternatively, investors and stockholders may obtain free copies of documents that are filed or will be filed with the SEC by Euronet, including the registration statement and the proxy statement/prospectus, on Euronet’s website at https://ir.euronetworldwide.com/for-investors, and may obtain free copies of documents that are filed or will be filed with the SEC by CoreCard, including the proxy statement/prospectus, on CoreCard’s website at https://investors.CoreCard.com/. The information included on, or accessible through, Euronet’s or CoreCard’s website is not incorporated by reference into this press release.

    No Offer or Solicitation
    This press release is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

    Participants in the Solicitation
    Euronet and CoreCard and their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from CoreCard’s shareholders in connection with the proposed Transaction. A description of participants’ direct or indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus relating to the proposed Transaction when it is filed with the SEC. Information regarding Euronet’s directors and executive officers is contained in the definitive proxy statement, dated April 4, 2025, for its 2025 annual meeting of stockholders, and in Euronet’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Information regarding CoreCard’s directors and executive officers is contained in CoreCard’s definitive proxy statement, dated April 14, 2025, for its 2025 annual meeting of shareholders, and CoreCard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Additional information regarding ownership of Euronet’s securities by its directors and executive officers, and of ownership of CoreCard’s securities by its directors and executive officers, is included in each such person’s SEC filings on Forms 3 and 4. These documents and the other SEC filings described in this paragraph may be obtained free of charge as described above under the heading “Important Information for Investors and Stockholders.”

     EURONET WORLDWIDE, INC.
     Condensed Consolidated Balance Sheets
     (in millions)
      As of    
      June 30,   As of
      2025   December 31,
      (unaudited)   2024
    ASSETS          
    Current assets:          
    Cash and cash equivalents $ 1,329.3   $ 1,278.8
    ATM cash   937.4     643.8
    Restricted cash   40.3     9.2
    Settlement assets   1,547.1     1,522.7
    Trade accounts receivable, net   328.4     284.9
    Prepaid expenses and other current assets   353.8     297.1
    Total current assets   4,536.3     4,036.5
               
    Property and equipment, net   365.0     329.7
    Right of use lease asset, net   152.5     132.1
    Goodwill and acquired intangible assets, net   1,160.4     1,048.1
    Other assets, net   340.7     288.1
    Total assets $ 6,554.9   $ 5,834.5
               
    LIABILITIES AND EQUITY          
    Current liabilities:          
    Settlement obligations $ 1,547.1   $ 1,522.7
    Accounts payable and other current liabilities   898.3     842.3
    Current portion of operating lease obligations   55.0     48.3
    Short-term debt obligations   1,434.8     812.7
    Total current liabilities   3,935.2     3,226.0
               
    Debt obligations, net of current portion   1,002.3     1,134.4
    Operating lease obligations, net of current portion   100.8     87.4
    Capital lease obligations, net of current portion   1.0     1.4
    Deferred income taxes   64.4     71.8
    Other long-term liabilities   87.8     84.3
    Total liabilities   5,191.5     4,605.3
    Total equity   1,363.4     1,229.2
    Total liabilities and equity $ 6,554.9   $ 5,834.5
     EURONET WORLDWIDE, INC.
     Consolidated Statements of Operations
     (unaudited – in millions, except share and per share data)
       Three Months Ended
       June 30,
      2025     2024  
    Revenues $ 1,074.3     $ 986.2  
               
    Operating expenses:          
    Direct operating costs, exclusive of depreciation   620.6       580.8  
    Salaries and benefits   173.5       158.0  
    Selling, general and administrative   87.8       79.4  
    Depreciation and amortization   33.8       33.7  
    Total operating expenses   915.7       851.9  
    Operating income   158.6       134.3  
               
    Other income (expense):          
    Interest income   6.2       5.9  
    Interest expense   (28.2 )     (20.1 )
    Foreign currency exchange loss, net   (5.7 )     1.5  
    Other income   0.4       0.8  
    Total other expense, net   (27.3 )     (11.9 )
    Income before income taxes   131.3       122.4  
               
    Income tax expense   (33.6 )     (39.2 )
    Net income   97.7       83.2  
    Net loss attributable to noncontrolling interests   (0.1 )     (0.1 )
    Net income attributable to Euronet Worldwide, Inc. $ 97.6     $ 83.1  
    Add: Interest expense from assumed conversion of convertible notes, net of tax   0.1       1.0  
    Net income for diluted earnings per share calculation $ 97.7     $ 84.1  
    Earnings per share attributable to Euronet          
    Worldwide, Inc. stockholders – diluted $ 2.27     $ 1.73  
               
    Diluted weighted average shares outstanding   42,954,631       48,700,270  
     EURONET WORLDWIDE, INC.
    Reconciliation of Net Income to Operating Income (Expense) to Operating Income (Expense) and Adjusted EBITDA
     (unaudited – in millions)

    .

      Three months ended June 30, 2025
      EFT
    Processing
    epay Money
    Transfer
    Corporate
    Services
    Consolidated
    Net income                         $ 97.7
    Add: Income tax expense                           33.6
    Add: Total other expense, net                           27.3
    Operating income (expense) $ 84.6   $ 31.1   $ 65.6   $ (22.7 )   $ 158.6
    Add: Depreciation and amortization   26.0     1.7     6.0     0.1       33.8
    Add: Share-based compensation               13.8       13.8
    Earnings before interest, taxes, depreciation, amortization, share-based
    compensation (Adjusted EBITDA)
    $ 110.6   $ 32.8   $ 71.6   $ (8.8 )   $ 206.2

    .

      Three months ended June 30, 2024
      EFT
    Processing
    epay Money
    Transfer
    Corporate
    Services
    Consolidated
    Net income                         $ 83.2
    Add: Income tax expense                           39.2
    Add: Total other expense, net                           11.9
    Operating income (expense) $ 79.9   $ 26.2   $ 47.3   $ (19.1 )   $ 134.3
    Add: Depreciation and amortization   25.1     1.8     6.7     0.1       33.7
    Add: Share-based compensation               10.2       10.2
    Earnings before interest, taxes, depreciation, amortization, share-based
    compensation (Adjusted EBITDA) (1)
    $ 105.0   $ 28.0   $ 54.0   $ (8.8 )   $ 178.2


    (1)
    Adjusted EBITDA is a non-GAAP measure that should be considered in addition to, and not a substitute for, net income computed in accordance with U.S. GAAP.

     EURONET WORLDWIDE, INC.
     Reconciliation of Adjusted Earnings per Share
     (unaudited – in millions, except share and per share data)
     
      Three Months Ended
      June 30,
      2025     2024  
    Net income attributable to Euronet Worldwide, Inc. $ 97.6     $ 83.1  
    Foreign currency exchange loss (gain)   5.7       (1.5 )
    Intangible asset amortization (1)   4.7       6.5  
    Share-based compensation (2)   13.8       10.2  
    Income tax effect of above adjustments (3)   (13.7 )     4.3  
    Non-cash investment gain (4)   (0.4 )      
    Non-cash GAAP tax expense (5)   3.0       1.9  
    Adjusted earnings (6) $ 110.7     $ 104.5  
    Adjusted earnings per share – diluted (6) $ 2.56     $ 2.25  
    Diluted weighted average shares outstanding (GAAP)   42,954,631       48,700,270  
    Effect of adjusted EPS dilution of convertible notes   (176,123 )     (2,781,818 )
    Effect of unrecognized share-based compensation on diluted shares
    outstanding
      406,912       420,305  
    Adjusted diluted weighted average shares outstanding   43,185,420       46,338,757  

    (1) Intangible asset amortization of $4.7 million and $6.5 million are included in depreciation and amortization expense of $33.8 million and $33.7 million for both the three months ended June 30, 2025 and June 30, 2024, in the consolidated statements of operations.

    (2) Share-based compensation of $13.8 million and $10.2 million are included in salaries and benefits expense of $173.5 million and $158.0 million for the three months ended June 30, 2025 and June 30, 2024, respectively, in the consolidated statements of operations.

    (3) Adjustment is the aggregate U.S. GAAP income tax effect on the preceding adjustments determined by applying the applicable statutory U.S. federal, state and/or foreign income tax rates. 

    (4) Non-cash investment gain of $0.4 million is included in other income in the consolidated statement of operations.

    (5) Adjustment is the non-cash GAAP tax impact recognized on certain items such as the utilization of certain material net deferred tax assets and amortization of indefinite-lived intangible assets.

    (6) Adjusted earnings and adjusted earnings per share are non-GAAP measures that should be considered in addition to, and not as a substitute for, net income and earnings per share computed in accordance with U.S. GAAP. 

    The MIL Network

  • MIL-OSI: Societe Generale: Second quarter and first half 2025 results

    Source: GlobeNewswire (MIL-OSI)

    RESULTS AT 30 JUNE 2025

    Press release                                                         
    Paris, 31 July 2025, 6:25 a.m.

    GROUP NET INCOME OF EUR 3.1BN IN H1 25, UP +71% VS. H1 24

    UPGRADE OF 2025 TARGETS

    FIRST ADDITIONAL SHARE BUY-BACK OF EUR 1BN

    NEW INTERIM CASH DIVIDEND OF EUR 0.611 PER SHARE

    • Group revenues at EUR 13.9 billion in H1 25, up +8.6% excluding asset disposals vs. H1 24, exceeding 2025 annual target > +3%
    • Costs down -2.6% in H1 25 vs. H1 24, excluding asset disposals, ahead of our 2025 annual target of a decrease higher than -1%
    • Cost / income ratio at 64.4% in H1 25, below the initial annual target of <66% for 2025
    • Solid asset quality with a low cost of risk at 24bps in H1 25, below the 2025 annual target of 25 to 30 basis points
    • Group net income of EUR 3.1 billion in H1 25, up +71% vs. H1 24, ROTE at 10.3%, above the initial annual target of >8% for 2025
    • As in H1 25, strong performance in Q2 25, C/I ratio at 63.8% (vs. 68.4% in Q2 24), Group net income of EUR 1.5bn (+31% vs. Q2 24) and ROTE at 9.7%
    • Upgrade of the 2025 financial targets driven by better than guided revenues and costs:
      • Cost / income ratio now expected below 65% in 2025
      • ROTE target for 2025 increased to ~9% in 2025
    • First distribution of excess capital in the form of an additional share buy-back of EUR 1 billion (~-25 basis points of the CET1 ratio), to be launched as soon as 4 August 2025
    • CET1 ratio at 13.5% at the end of Q2 25 after additional share buy-back of EUR 1bn, around 330 basis points above the regulatory requirement
    • The Board of Directors approved an amendment to the distribution policy, introducing an interim cash dividend payable in the fourth quarter of each year from 2025 onwards. For the first half of 2025, an interim dividend of EUR 0.611 per share will be paid on 9 October 2025

    Slawomir Krupa, Group Chief Executive Officer, commented:

    “We are once again reporting strong results this quarter with a solid commercial and financial performance in all our businesses. Revenue growth, cost reduction, cost income ratio and profitability improvement: we are ahead of all our annual targets for the first half of the year, and we have revised them upwards for the full year 2025. With a high capital ratio, well above our target, we decided to provide an additional distribution to shareholders in the form of a share buy-back and to introduce an interim dividend for the first half of 2025. I would like to thank all our teams for their commitment to our clients and to our Bank. We remain fully focused on the precise and methodical execution of our 2026 roadmap to continue delivering sustainable and profitable growth for all our stakeholders.”

    1. GROUP CONSOLIDATED RESULTS
    In EURm Q2 25 Q2 24 Change H1 25 H1 24 Change
    Net banking income 6,791 6,685 +1.6% +7.8%* 13,874 13,330 +4.1% +8.8%*
    Operating expenses (4,331) (4,570) -5.2% -0.1%* (8,935) (9,550) -6.4% -2.6%*
    Gross operating income 2,460 2,115 +16.4% +25.3%* 4,939 3,780 +30.7% +37.8%*
    Net cost of risk (355) (387) -8.2% +0.7%* (699) (787) -11.1% -4.9%*
    Operating income 2,105 1,728 +21.8% +30.6%* 4,240 2,993 +41.7% +48.8%*
    Net profits or losses from other assets 75 (8) n/s n/s 277 (88) n/s n/s
    Income tax (477) (379) +25.8% +37.7%* (967) (653) +48.1% +58.3%*
    Net income 1,702 1,348 +26.3% +34.6%* 3,557 2,265 +57.1% +64.4%*
    o/w non-controlling interests 249 235 +5.8% +11.5%* 496 472 +5.0% +11.3%*
    Group net income 1,453 1,113 +30.6% +39.6%* 3,061 1,793 +70.8% +78.1%*
    ROE 8.6% 6.5%     9.1% 5.1% +0.0% +0.0%*
    ROTE 9.7% 7.4%     10.3% 5.8% +0.0% +0.0%*
    Cost to income 63.8% 68.4%     64.4% 71.6% +0.0% +0.0%*

    Asterisks* in the document refer to data at constant scope and exchange rates

    Societe Generale’s Board of Directors, at a meeting chaired by Lorenzo Bini Smaghi on 30 July 2025, reviewed the Societe Generale Group’s results for the second quarter and first half of 2025.

    Net banking income 

    Net banking income stood at EUR 6.8 billion, up +1.6% vs. Q2 24 and +7.1% excluding asset disposals.

    Revenues of French Retail, Private Banking and Insurance were up +6.5% vs. Q2 24 (+10.7% excluding asset disposals). They stood at EUR 2.3 billion in Q2 25. Net interest income grew strongly in Q2 25 by +14.8% vs. Q2 24, and by +2.4% when restating the disposals and the impact of short-term hedges recognised in Q2 24 (around EUR -150 million). Assets under management in Private Banking (excluding disposals of the Swiss and UK operations) and life insurance outstandings increased by +6% and +5% in Q2 25 vs. Q2 24 respectively. Lastly, BoursoBank continued its strong commercial development with ~424,000 new clients during the quarter, and has reached 8 million clients in July 2025, ahead of its initial 2026 guidance given at the Capital Markets Day in September 2023.

    Global Banking and Investor Solutions maintained a high level of revenues of EUR 2.6 billion in Q2 25, up +0.7% vs. Q2 24 owing to the continued sustained activity in Fixed Income and Currencies and in Financing and Advisory. Global Markets posted a revenue base up +0.8% in Q2 25, compared with a level that was already very high in Q2 24. The Equities business maintained a very high level of revenues, although this fell slightly by -2.9% in Q2 25, compared with an elevated level in Q2 24, mainly due to the positive commercial momentum in derivatives. Fixed Income and Currencies grew by 7.3%, driven by buoyant activity in flow and financing products. Securities Services posted a slight decrease in revenues of -3.1% due to the impact of the fall in interest rates. Global Banking & Advisory benefited from the strong performance of the acquisition finance, fund financing and project finance businesses, as well as from the solid momentum in loan origination and distribution. Lastly, despite robust commercial activity with corporate and institutional clients, Global Transaction & Payment Services recorded a fall in revenues of -4.7% compared with Q2 24, also due to the contraction of interest rates.

    In Mobility, International Retail Banking and Financial Services, revenues were down -5.6% vs. Q2 24 mainly due to a scope effect of around EUR -260 million in Q2 25. Excluding the impact of asset disposals, they were up +7.3%. International Retail Banking recorded a -12.1% fall in revenues vs. Q2 24 to
    EUR 0.9 billion, due to a scope effect related to the disposals completed in Africa (mainly Morocco and Madagascar). They rose +2.7% at constant perimeter and exchange rates. Revenues from Mobility and Financial Services were up +0.4% vs. Q2 24 and up +11.7% excluding the disposal of SGEF. Ayvens’ revenues grew by +10.6% vs. Q2 24, with notably improved margins. Consumer Finance posted a revenue increase of +12.6%, notably driven by higher net interest income.

    The Corporate Centre recorded revenues of EUR -160 million in Q2 25.

    In the first half of the year, the Group’s net banking income increased by +4.1% vs. H1 24 and +8.6% excluding asset disposals.

    Operating expenses 

    Operating expenses came to EUR 4,331 million in Q2 25, down -5.2% vs. Q2 24 and -0.6% excluding asset disposals.

    The slight decrease in operating expenses in Q2 25 excluding asset disposals largely results from the accounting of an exceptional charge of approximately EUR 100 million2 related to the launch of a Global Employee Share Ownership Programme in June 2025. Restated from this non-recurring item, operating expenses were down -2.8% vs. Q2 24, confirming the strong cost control at Group level. In Q2 25, transformation charges fell by EUR -93 million vs. Q2 24.

    The cost-to-income ratio stood at 63.8% in Q2 25, down from Q2 24 (68.4%) and below the initial guidance of <66% for 2025.

    In the first half of the year, operating expenses fell significantly by -2.6% vs. H1 24 (excluding asset disposals). The cost-to-income ratio stood at 64.4% (vs. 71.6% in H1 24), also ahead of the initial 2025 guidance of <66%.

    Revenues and costs in H1 25 being ahead of the initial targets in H1 25, the C/I ratio target is now at <65% in 2025.

    Cost of risk

    The cost of risk remained low during the quarter at 25 basis points, or EUR 355 million and is still at the lower end of the target set for 2025 of between 25 and 30 basis points. This comprises a
    EUR 390 million provision for doubtful loans (around 27 basis points) and a reversal of a provision for performing loans for EUR 35 million.

    At end-June, the Group had a stock of provisions for performing loans of EUR 3,011 million, down by -3.8% from 31 March 2025, mainly driven by asset disposals and FX impact.

    The gross non-performing loan ratio amounted to 2.77%3,4 at 30 June 2025, down compared with its level at end-March 2025 (2.82%). The net coverage ratio on the Group’s non-performing loans stood at 81%5 at 30 June 2025 (after netting of guarantees and collateral).

    Net profits from other assets

    The Group recorded a net profit of EUR 75 million in Q2 25, mainly related to the accounting impacts resulting from the sale of Societe Generale Burkina Faso, completed in June 2025.

    Group net income

    Group net income stood at EUR 1,453 million for the quarter, equating to a Return on Tangible Equity (ROTE) of 9.7%.

    In the first half of the year, Group net income stood at EUR 3,061 million, equating to a Return on Tangible Equity (ROTE) of 10.3%, higher than the target set for 2025 of >8%.

    Considering the performance in the first half of 2025, the Group is now targeting a ROTE of around 9% in 2025.

    Shareholder distribution

    The Board of Directors approved an amendment to the distribution policy, introducing an interim cash dividend payable in the fourth quarter of each year from 2025 onwards. Based on the financial statements for the first half of 2025, the Board of Directors has decided the payment of an interim dividend of EUR 0.61 per share. The ex-dividend date will be on 7 October 2025 and the payment on 9 October 2025.

    In addition, as part of the first application of a possible option of the Group’s new distribution policy announced on 6 February 20256, a distribution of excess capital will be made in the form of an additional EUR 1 billion share buy-back. Authorisations, including the one from the ECB, have been obtained7 to launch this programme, which will start on 4 August 2025.

    1. ESG: PREPARING FOR THE FUTURE

    The Group announced the composition of its Scientific Advisory Council this quarter. The role of this body is to provide the General Management with ESG insights, taking a science-based approach to the key emerging trends that will influence the economic environment and the Group’s activities in the future. Composed of eight expert members with complementary skills, the Council will provide holistic views in order to identify long-term opportunities and challenges (for more details, see Societe Generale unveils the composition of its Scientific Advisory Council – Societe Generale).

    At the same time, Societe Generale is continuing to develop its actions for the energy transition, as well as innovative financing solutions to support its customers:

    • During the United Nations Ocean Conference (UNOC), Societe Generale recalled its efforts to protect marine ecosystems and its key role in the transition to a more sustainable maritime economy. It acted as the exclusive advisor to Eurazeo for the “Maritime Upgrade” debt fund (Eurazeo and Societe Generale to join forces to support the sustainable transition of the maritime sector – Wholesale Banking).
    • Through its subsidiary REED, Societe Generale has invested in Voltekko Tech, a platform specialising in energy-efficient data centres. A total of nine investments, mainly in the energy sector, have been made since the acquisition of REED.

    Lastly, Societe Generale received the Euromoney award for “The World’s Best Bank for ESG”, together with an excellent rating from Sustainalytics, at 15.4 – an improvement on the rating assigned by the agency in its last review, which positions it among the world’s best banks (top 12%).

    1. THE GROUP’S FINANCIAL STRUCTURE

    At 30 June 2025, the Group’s Common Equity Tier 1 ratio stood at 13.5%, or around 330 basis points above the regulatory requirement. Likewise, the Liquidity Coverage Ratio (LCR) was also well above regulatory requirements at 148% at end-June 2025 (149% on average for the quarter), while the Net Stable Funding Ratio (NSFR) stood at 117% at end-June 2025.

    All liquidity and solvency ratios are well above the regulatory requirements.

      30/06/2025 31/12/2024 Requirements
    CET1(1) 13.5% 13.3% 10.22%
    Tier 1 ratio(1) 15.8% 16.1% 12.14%
    Total Capital(1) 18.4% 18.9% 14.71%
    Leverage ratio(1) 4.4% 4.3% 3.60%
    TLAC (% RWA)(1) 29.9% 29.7% 22.33%
    TLAC (% leverage)(1) 8.3% 8.0% 6.75%
    MREL (% RWA)(1) 33.4% 34.2% 27.44%
    MREL (% leverage)(1) 9.2% 9.2% 6.13%
    End of period LCR 148% 162% >100%
    Period average LCR 149% 150% >100%
    NSFR 117% 117% >100%
    In EURbn 30/06/2025 31/12/2024
    Total consolidated balance sheet 1,551 1,574
    Shareholders’ equity (IFRS), Group share 68 70
    Risk-weighted assets 388 390
    O.w. credit risk 314 327
    Total funded balance sheet 923 952
    Customer loans 456 463
    Customer deposits 594 614

    8

    As of 30 June 2025, the parent company has issued EUR 13.5 billion of medium / long-term debt under its 2025 financing programme, including EUR 4.5 billion of pre-financing raised at end-2024. The subsidiaries had issued EUR 1.8 billion. In total, the Group has issued a total of EUR 15.3 billion in medium / long-term debt since the start of the year.

    As of 30 June 2025, the parent company’s 2025 financing programme is around 80% complete for vanilla issuance.

    The Group is rated by four rating agencies: (i) Fitch Ratings – Issuer default rating “A-”, stable outlook, senior preferred debt rating “A”, short-term rating “F1”; (ii) Moody’s – long-term rating (senior preferred debt) “A1”, stable outlook, short-term rating “P-1”; (iii) R&I – long-term rating (senior preferred debt) “A”, stable outlook; and (iv) S&P Global Ratings – long-term rating (senior preferred debt) “A”, stable outlook, short-term rating “A-1”.

    1. FRENCH RETAIL, PRIVATE BANKING AND INSURANCE
    In EURm Q2 25 Q2 24 Change H1 25 H1 24 Change
    Net banking income 2,269 2,131 +6.5% 4,568 4,146 +10.2%
    Of which net interest income 1,036 902 +14.8% 2,097 1,729 +21.3%
    Of which fees 1,013 1,027 -1.4% 2,069 2,045 +1.1%
    Operating expenses (1,477) (1,649) -10.4% (3,043) (3,377) -9.9%
    Gross operating income 791 482 +64.3% 1,525 770 +98.2%
    Net cost of risk (146) (173) -15.4% (317) (420) -24.5%
    Operating income 645 309 x 2.1 1,208 350 x 3.5
    Net profits or losses from other assets 20 8 x 2.6 27 8 x 3.3
    Group net income 488 240 x 2.0 909 271 x 3.4
    RONE 11.2% 5.7%   10.4% 3.3%  
    Cost to income 65.1% 77.4%   66.6% 81.4%  

    Commercial activity

    SG Network, Private Banking and Insurance 

    The SG Network’s average outstanding deposits amounted to EUR 227 billion in Q2 25, down -3% compared with Q2 24, and -1% vs. Q1 25.

    The SG Network’s average loan outstandings contracted by -2% on Q2 24 to EUR 194 billion and were stable excluding repayments of state-guaranteed loans (PGE). Mortgage loan production saw a sharp increase of +175% vs. Q2 24.

    The average loan to deposit ratio came to 85.5% in Q2 25, down -1 percentage point relative to Q2 24.

    Private Banking saw its assets under management9 grow by +6% vs. Q2 24 to EUR 132 billion in Q2 25. Net asset inflows totalled EUR 2.3 billion in Q2 25, with asset gathering pace (annualised net new money divided by AuM) standing at +6% in H1 25. Net banking income amounted to EUR 308 million for the quarter and EUR 669 million for the first half of the year.

    Insurance, which covers activities in and outside France, posted a strong commercial performance. Life insurance outstandings increased by +5% vs. Q2 24 to reach EUR 150 billion in Q2 25. The share of unit-linked products remained high at 40%. Gross life insurance savings inflows amounted to EUR 4.8 billion in Q2 25.

    BoursoBank 

    BoursoBank reached 7.9 million clients in Q2 25, the threshold of 8 million clients being reached in July 2025. In Q2 25, the bank recorded a +22% increase in the number of clients vs. Q2 24, bringing growth in the number of clients to +1.4 million year on year. Onboarding remained high during the quarter (~424,000 new clients in Q2 25), while the attrition is very low, at less than 4%.

    BoursoBank once again confirmed its position as the French market leader, as shown by the award received from Euromoney for best digital bank in France10.

    Average outstanding savings, including deposits and financial savings, totalled EUR 69.8 billion, the average outstanding deposits increasing sharply by +16% vs. Q2 24. Average life insurance outstandings increased by +7% vs. Q2 24 (the share of unit-linked products was 48%) and gross inflows being up +12% vs. Q2 24. The brokerage activity recorded a strong increase in the number of market orders of +33% vs. Q2 24.

    Average loan outstandings rose +10% compared with Q2 24 to EUR 16.7 billion in Q2 25.

    Net banking income

    Revenues for the quarter amounted to EUR 2,269 million (including PEL/CEL provision) up +6.5% compared with Q2 24 and +10.7% excluding asset disposals. Net interest income grew by +14.8%
    vs. Q2 24 and +2.4% excluding asset disposals and the impact of short-term hedges in Q2 24. Fees were down -1.4% compared with Q2 24 and up +1.4% excluding asset disposals.

    First-half revenues came to EUR 4,568 million (including PEL/CEL provision), up +10.2% on H1 24 and +13.6% excluding asset disposals. Net interest income grew by +21.3% vs. H1 24. It is up +0.6% excluding asset disposals and the impact of short-term hedges in H1 24. Fee income rose +1.1% vs. H1 24 and +3.7% excluding asset disposals.

    Operating expenses

    Operating expenses came to EUR 1,477 million for the quarter, down -10.4% vs. Q2 24 and -5.7% excluding asset disposals. The cost-to-income ratio stood at 65.1% in Q2 25, an improvement of 12.3 percentage points vs. Q2 24.

    During the first half of the year, operating expenses amounted to EUR 3,043 million, down -9.9% compared with H1 24 and -6.2% excluding asset disposals. The cost-to-income ratio stood at 66.6%, an improvement of 14.8 percentage points vs. H1 24.

    Cost of risk

    The cost of risk amounted to EUR 146 million, or 25 basis points, for the quarter, which was lower than in Q2 24 and Q1 25 (29 basis points in both cases).

    In the first half of the year, the cost of risk totalled EUR 317 million, or 27 basis points.

    Group net income

    Group net income totalled EUR 488 million for the quarter. RONE stood at 11.2% in Q2 25.

    In the first half of the year, Group net income totalled EUR 909 million. RONE stood at 10.4% in H1 25.

    1. GLOBAL BANKING AND INVESTOR SOLUTIONS
    In EUR m Q2 25 Q2 24 Variation H1 25 H1 24 Change
    Net banking income 2,647 2,628 +0.7% +2.4%* 5,542 5,259 +5.4% +5.5%*
    Operating expenses (1,630) (1,647) -1.0% +0.2%* (3,385) (3,404) -0.5% -0.4%*
    Gross operating income 1,017 981 +3.6% +6.1%* 2,157 1,856 +16.2% +16.4%*
    Net cost of risk (81) (21) x 3.8 x 3.8* (136) (1) x 91.4 x 91.4*
    Operating income 936 960 -2.5% -0.1%* 2,021 1,854 +9.0% +9.2%*
    Reported Group net income 750 776 -3.4% -1.1%* 1,606 1,473 +9.0% +9.2%*
    RONE 16.8% 19.0% +0.0% +0.0%* 17.7% 18.2% +0.0% +0.0%*
    Cost to income 61.6% 62.7% +0.0% +0.0%* 61.1% 64.7% +0.0% +0.0%*

    Net banking income

    Global Banking and Investor Solutions reported solid results for the quarter, with revenues of
    EUR 2,647 million, remaining consistently high, slightly up +0.7% compared with Q2 24.

    In the first half of the year, revenues grew by +5.4% vs. H1 24 (EUR 5,542 million vs. EUR 5,259 million).

    Global Markets and Investor Services maintained a high level of revenues of EUR 1,753 million, stable (+0.4%) over the quarter compared with Q2 24. In the first half of the year, they amounted to EUR 3,674 million, up +5.2% vs. H1 24.

    Market Activities were slightly up during the quarter (+0.8%), with revenues of EUR 1,577 million. In the first half of the year, they rose +5.9% in comparison with H1 24 to EUR 3,336 million.

    The Equities business was resilient during the quarter, at -2.9% compared with a high level in Q2 24. Revenues stood at EUR 962 million for the quarter, driven by the positive commercial momentum in derivatives. In the first half of the year, they rose +8.7% in comparison with H1 24 to EUR 2,023 million.

    Fixed Income and Currencies rose sharply during the quarter, with revenues up +7.3% vs. Q2 24 to
    EUR 615 million, driven by a strong performance in flow and financing products. Commercial momentum remained strong during the quarter, despite an uncertain macroeconomic environment. In the first half of the year, revenues were up +1.9% from H1 24 to EUR 1,313 million.

    In Securities Services, revenues fell -3.1% compared with Q2 24 to EUR 176 million, due to the fall in interest rates. Excluding equity participations, revenues are down -2.4%. In the first half of the year, revenues were down -1.0% and -1.3% excluding equity participations. Assets under Custody and Assets under Administration amounted to EUR 5,222 billion and EUR 638 billion, respectively.

    Revenues for the Financing and Advisory business totalled EUR 895 million for the quarter, slightly up +1.3% compared with Q2 24. In the first half of the year, they were up +5.7% in comparison with H1 24 to EUR 1,868 million.

    Global Banking & Advisory posted significant revenues for the quarter, up +3.6% compared with Q2 24, driven in particular by buoyant activity in acquisition finance, fund financing and project finance. In the first half of the year, revenues were up +7.1% versus H1 24.

    Global Transaction & Payment Services delivered good commercial performance during the quarter, particularly with corporate and institutional clients. However, revenues fell by -4.7% during the quarter due to the impact of lower interest rates. In the first half of the year, revenues were up +1.6% vs. H1 24.

    Operating expenses

    Operating expenses came to EUR 1,630 million for the quarter, down -1.0% vs. Q2 24. The cost-to-income ratio was 61.6% in Q2 25.

    During the first half of the year, operating expenses contracted by -0.5% compared with H1 24, while the cost-to-income ratio reached 61.1%, vs. 64.7% in H1 24.

    Cost of risk

    During the quarter, the cost of risk was EUR 81 million, or 19 basis points vs. 5 basis points in Q2 24.

    During the first half of the year, the cost of risk was EUR 136 million, or 16 basis points vs. 0 basis points in H1 24.

    Group net income

    Group net income fell -3.4% vs. Q2 24 to EUR 750 million. In the first half of the year, it rose +9.0% to
    EUR 1,606 million.

    Global Banking and Investor Solutions reported RONE of 16.8% for the quarter and RONE of 17.7% for the first half of the year.

    1. MOBILITY, INTERNATIONAL RETAIL BANKING AND FINANCIAL SERVICES
    In EURm Q2 25 Q2 24 Change H1 25 H1 24 Change
    Net banking income 2,036 2,157 -5.6% +7.2%* 4,036 4,318 -6.5% +4.1%*
    Operating expenses (1,059) (1,261) -16.0% -4.2%* (2,240) (2,611) -14.2% -4.5%*
    Gross operating income 977 896 +8.9% +22.9%* 1,796 1,707 +5.3% +17.4%*
    Net cost of risk (126) (189) -33.1% -18.4%* (250) (370) -32.4% -21.2%*
    Operating income 850 708 +20.1% +32.9%* 1,546 1,336 +15.7% +27.5%*
    Net profits or losses from other assets 0 (0) n/s n/s 0 4 -92.7% -92.7%*
    Non-controlling interests 246 211 +16.5% +23.5%* 458 406 +12.6% +20.6%*
    Group net income 404 321 +25.7% +41.3%* 722 599 +20.5% +33.7%*
    RONE 15.3% 11.4%     13.2% 10.7%    
    Cost to income 52.0% 58.4%     55.5% 60.5%    

    )()

    Commercial activity

    International Retail Banking

    International Retail Banking posted strong commercial momentum in Q2 25, mainly driven by loan outstandings, up +4.3%* vs. Q2 24 to EUR 61 billion. Deposit outstandings stabilised* vs. Q2 24 to EUR 75 billion.

    Europe continued to post strong growth in loan outstandings of 7.0%* vs. Q2 24 to EUR 46 billion in Q2 25. Deposits were stable* this quarter at EUR 56 billion in Q2 25.

    In Africa, Mediterranean Basin and French Overseas Territories, loan outstandings were down -3.1%* vs. Q2 24 to EUR 15 billion. Deposit outstandings increased +1.9%* vs. Q2 24 to EUR 19 billion in Q2 25, mainly driven by sight deposits from retail and corporate clients.

    Mobility and Financial Services

    Overall, Mobility and Financial Services recorded a broadly stable commercial performance.

    Ayvens maintained earning assets of around EUR 53 billion at end-June 2025, broadly stable compared to end-June 2024.

    Consumer Finance posted loans outstanding of EUR 23 billion, still down -2.8% vs. Q2 24.

    Net banking income

    In Q2 25, Mobility, International Retail Banking and Financial Services delivered a good performance, with EUR 2,036 million in Q2 25, up 7.2%* vs. Q2 24.

    In the first half of the year, revenues grew by +4.1%* vs. H1 24 to EUR 4,036 million.

    International Retail Banking revenues increased +2.7%* vs. Q2 24 to EUR 920 million in Q2 25. They rose +2.3%* in the first half vs. H1 24 to EUR 1,833 million in H1 25.

    In Europe, revenues amounted to EUR 528 million in Q2 25, strongly up +6.1%* vs. Q2 24. The increase was due to the high level of net interest income in both countries (+7.3%* vs. Q2 24).

    Overall, revenues in Africa, Mediterranean Basin and French Overseas Territories were slightly down -1.5%* vs. Q2 24 to EUR 392 million in Q2 25, compared with a high Q2 24 level. The net interest income was up +2.8%* vs. Q2 24.

    Mobility and Financial Services posted strong revenue growth in both businesses, at +11.1%* overall vs. Q2 24, to EUR 1,116 million in Q2 25. In the first half of the year, the increase was +5.7%* vs. H1 24 to EUR 2,203 million.

    The significant improvement in Ayvens’ revenues of +10.6% vs. Q2 24 (EUR 868 million in Q2 25) is due, as expected, to the reduced impact of depreciation adjustments and non-recurring items11 (-3% revenues vs. Q2 24, adjusted from those two items). Margins increased to 550 basis points in Q2 25 vs. 539 basis points in Q2 24, excluding non-recurring items. The depreciations were down vs. Q2 24 and the average results on sales of used vehicles per unit on the secondary market continued to normalise very gradually (EUR 1,23412 in Q2 25 vs. EUR 1,4802 in Q2 24). At company level, Ayvens had a cost-to-income ratio of 57.6%13 in Q2 25, in line with the 2025 guidance (57%-59% for the year).

    Revenues from the Consumer Finance business increased by +12.6% vs. Q2 24, to EUR 247 million in Q2 25. This significant growth reflects both an improvement in the margin on new production and the positive impact of an asset revaluation.

    Operating expenses

    Over the quarter, operating expenses for the quarter decreased by -4.2%* vs. Q2 24 to EUR 1,059 million in Q2 25 (including EUR 29 million in transformation charges). The cost-to-income ratio improved in Q2 25 to 52.0% vs. 58.4% in Q2 24. In the first half of the year, costs of EUR 2,240 million were down -4.5%* vs. H1 24, while the cost-to-income ratio stood at 55.5% vs. 60.5% in H1 24.

    International Retail Banking recorded a -5.2%* decrease in costs vs. Q2 24 at EUR 482 million, in a still inflationary local environment.

    Mobility and Financial Services costs reached EUR 577 million in Q2 25, down -3.3%* vs. Q2 24. Ayvens benefitted from the initial cost synergies related to the integration of Leaseplan.

    Cost of risk

    Over the quarter, the cost of risk amounted to EUR 126 million or 35 basis points this quarter, which was considerably lower than in Q2 24 (45 basis points).

    In the first half of the year, the cost of risk stood at 33 basis points vs. 44 basis points in H1 24.

    Group net income

    Group net income came to EUR 404 million for the quarter, up +41.3%* vs. Q2 24. RONE improved to 15.3% in Q2 25 vs. 11.4% in Q2 24. RONE was 18.4% in International Retail Banking and 13.1% in Mobility and Financial Services in Q2 25.

    In the first half of the year, Group net income came to EUR 722 million, up +33.7%* vs. H1 24. RONE improved to 13.2% in H1 25 vs. 10.7% in H1 24. RONE was 16.3% in International Retail Banking and 11.1% in Mobility and Financial Services in H1 25.

    1. CORPORATE CENTRE
    In EURm Q2 25 Q2 24 Change H1 25 H1 24 Change
    Net banking income (160) (231) +30.8% +30.8%* (273) (394) +30.8% +30.8%*
    Operating expenses (164) (13) x 12.3 x 4.3* (267) (158) +68.3% +45.3%*
    Gross operating income (324) (245) -32.5% -20.2%* (539) (552) +2.4% +6.6%*
    Net cost of risk (2) (4) -55.7% -55.7%* 4 5 +16.7% +16.7%*
    Net profits or losses from other assets 57 (15) n/s n/s 250 (99) n/s n/s
    Income tax 83 67 -23.0% -12.2%* 143 157 +8.7% +12.3%*
    Group net income (188) (225) +16.1% +22.5%* (176) (551) +68.0% +69.1%*

    The Corporate Centre includes:

    • the property management of the Group’s head office,
    • the Group’s equity portfolio,
    • the Treasury function for the Group,
    • certain costs related to cross-functional projects, as well as various costs incurred by the Group that are not re-invoiced to the businesses.

    Net banking income

    The Corporate Centre’s net banking income totalled EUR -160 million for the quarter, vs. EUR -231 million in Q2 24.

    In the first half of the year, the Corporate Centre’s net banking income totalled EUR -273 million, vs. EUR -394 million in H1 24.

    Operating expenses

    During the quarter, operating expenses totalled EUR -164 million, vs. EUR -13 million in Q2 24. They include around EUR 100 million in expenses related to the Global Employee Share Ownership Programme launched in June 2025.

    In the first half of the year, operating expenses totalled EUR -267 million, vs. EUR -158 million in H1 24.

    Net profits from other assets

    The Corporate Centre recognised EUR 57 million in net profits from other assets during the quarter, mainly related to the completion of the disposal of Societe Generale Burkina Faso in June 2025.

    Group net income

    The Corporate Centre’s Group net income totalled EUR -188 million for the quarter, vs. EUR -225 million in Q2 24.

    The Corporate Centre’s Group net income totalled EUR -176 million in the first half, vs. EUR -551 million in H1 24.

    8.   2025 FINANCIAL CALENDAR

       2025 and 2026 Financial communication calendar
    7 October 2025 Ex-dividend date
    9 October 2025 Payment of the interim dividend
    30 October 2025 Third quarter and nine months 2025 results
    6 February 2026 Fourth quarter and full year 2025 results
    30 April 2026 First quarter 2026 results
     
    The Alternative Performance Measures, notably the notions of net banking income for the pillars, operating expenses, cost of risk in basis points, ROE, ROTE, RONE, net assets and tangible net assets are presented in the methodology notes, as are the principles for the presentation of prudential ratios.

    This document contains forward-looking statements relating to the targets and strategies of the Societe Generale Group.

    These forward-looking statements are based on a series of assumptions, both general and specific, in particular the application of accounting principles and methods in accordance with IFRS (International Financial Reporting Standards) as adopted in the European Union, as well as the application of existing prudential regulations.

    These forward-looking statements have also been developed from scenarios based on a number of economic assumptions in the context of a given competitive and regulatory environment. The Group may be unable to:

    – anticipate all the risks, uncertainties or other factors likely to affect its business and to appraise their potential consequences;

    – evaluate the extent to which the occurrence of a risk or a combination of risks could cause actual results to differ materially from those provided in this document and the related presentation.

    Therefore, although Societe Generale believes that these statements are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties, including matters not yet known to it or its management or not currently considered material, and there can be no assurance that anticipated events will occur or that the objectives set out will actually be achieved. Important factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements include, among others, overall trends in general economic activity and in Societe Generale’s markets in particular, regulatory and prudential changes, and the success of Societe Generale’s strategic, operating and financial initiatives.

    More detailed information on the potential risks that could affect Societe Generale’s financial results can be found in the section “Risk Factors” in our Universal Registration Document filed with the French Autorité des Marchés Financiers (which is available on https://investors.societegenerale.com/en).

    Investors are advised to take into account factors of uncertainty and risk likely to impact the operations of the Group when considering the information contained in such forward-looking statements. Other than as required by applicable law, Societe Generale does not undertake any obligation to update or revise any forward-looking information or statements. Unless otherwise specified, the sources for the business rankings and market positions are internal.

    9.   APPENDIX 1: FINANCIAL DATA

    GROUP NET INCOME BY CORE BUSINESS

    In EURm Q2 25 Q2 24 Variation H1 25 H1 24 Variation
    French Retail, Private Banking and Insurance 488 240 x 2.0 909 271 x 3.4
    Global Banking and Investor Solutions 750 776 -3.4% 1,606 1,473 +9.0%
    Mobility, International Retail Banking & Financial Services 404 321 +25.7% 722 599 +20.5%
    Core Businesses 1,642 1,322 +24.2% 3,238 2,313 +40.0%
    Corporate Centre (188) (225) +16.1% (176) (551) +68.0%
    Group 1,453 1,113 +30.6% 3,061 1,793 +70.8%

    MAIN EXCEPTIONAL ITEMS

    In EURm Q2 25 Q2 24 H1 25 H1 24
    Operating expenses – Total one-off items and transformation charges (131) (127) (205) (479)
    Transformation charges (30) (124) (104) (476)
    Of which French Retail, Private Banking and Insurance (10) (45) (33) (127)
    Of which Global Banking & Investor Solutions 9 (29) (3) (183)
    Of which Mobility, International Retail Banking & Financial Services (29) (50) (68) (119)
    Of which Corporate Centre 0 0 0 (47)
    One-off items (101) (3) (101) (3)
    Global Employee Share Ownership Programme (101) (3) (101) (3)
             
    Other one-off items – Total 75 (8) 277 (88)
    Net profits or losses from other assets 75 (8) 277 (88)

    CONSOLIDATED BALANCE SHEET

    In EUR m   30/06/2025 31/12/2024
    Cash, due from central banks   148,782 201,680
    Financial assets at fair value through profit or loss   566,690 526,048
    Hedging derivatives   7,769 9,233
    Financial assets at fair value through other comprehensive income   103,297 96,024
    Securities at amortised cost   49,240 32,655
    Due from banks at amortised cost   81,711 84,051
    Customer loans at amortised cost   446,154 454,622
    Revaluation differences on portfolios hedged against interest rate risk   (330) (292)
    Insurance and reinsurance contracts assets   494 615
    Tax assets   4,198 4,687
    Other assets   73,477 70,903
    Non-current assets held for sale   4,018 26,426
    Investments accounted for using the equity method   442 398
    Tangible and intangible fixed assets   60,465 61,409
    Goodwill   5,084 5,086
    Total   1,551,491 1,573,545
    In EUR m   30/06/2025 31/12/2024
    Due to central banks   10,957 11,364
    Financial liabilities at fair value through profit or loss   406,704 396,614
    Hedging derivatives   13,628 15,750
    Debt securities issued   156,922 162,200
    Due to banks   100,588 99,744
    Customer deposits   518,397 531,675
    Revaluation differences on portfolios hedged against interest rate risk   (6,129) (5,277)
    Tax liabilities   2,261 2,237
    Other liabilities   94,155 90,786
    Non-current liabilities held for sale   3,526 17,079
    Insurance and reinsurance contracts liabilities   156,370 150,691
    Provisions   3,916 4,085
    Subordinated debts   12,735 17,009
    Total liabilities   1,474,030 1,493,957
    Shareholder’s equity  
    Shareholders’ equity, Group share  
    Issued common stocks and capital reserves   20,657 21,281
    Other equity instruments   8,762 9,873
    Retained earnings   36,741 33,863
    Net income   3,061 4,200
    Sub-total   69,221 69,217
    Unrealised or deferred capital gains and losses   (928) 1,039
    Sub-total equity, Group share   68,293 70,256
    Non-controlling interests   9,168 9,332
    Total equity   77,461 79,588
    Total   1,551,491 1,573,545
    1. APPENDIX 2: METHODOLOGY

    1 –The financial information presented for the second quarter and first half 2025 was examined by the Board of Directors on July 30th, 2025 and has been prepared in accordance with IFRS as adopted in the European Union and applicable at that date. The limited review procedures on the condensed interim statement at 30 June 2025 carried by the Statutory Auditors are currently underway.

    2 – Net banking income

    The pillars’ net banking income is defined on page 38 of Societe Generale’s 2025 Universal Registration Document. The terms “Revenues” or “Net Banking Income” are used interchangeably. They provide a normalised measure of each pillar’s net banking income taking into account the normative capital mobilised for its activity.

    3 – Operating expenses

    Operating expenses correspond to the “Operating Expenses” as presented in note 5 to the Group’s consolidated financial statements as at December 31st, 2024. The term “costs” is also used to refer to Operating Expenses. The Cost/Income Ratio is defined on page 38 of Societe Generale’s 2025 Universal Registration Document.

    4 – Cost of risk in basis points, coverage ratio for doubtful outstandings

    The cost of risk is defined on pages 39 and 748 of Societe Generale’s 2025 Universal Registration Document. This indicator makes it possible to assess the level of risk of each of the pillars as a percentage of balance sheet loan commitments, including operating leases.

    In EURm   Q2-25 Q2-24 S1-25 S1-24
    French Retail, Private Banking and Insurance Net Cost Of Risk 146 173 317 420
    Gross loan Outstandings 230,025 236,044 231,781 237,219
    Cost of Risk in bp 25 29 27 35
    Global Banking and Investor Solutions Net Cost Of Risk 81 21 136 1
    Gross loan Outstandings 171,860 164,829 172,321 163,643
    Cost of Risk in bp 19 5 16 0
    Mobility, International Retail Banking & Financial Services Net Cost Of Risk 126 189 250 370
    Gross loan Outstandings 144,329 166,967 151,727 167,429
    Cost of Risk in bp 35 45 33 44
    Corporate Centre Net Cost Of Risk 2 4 (4) (5)
    Gross loan Outstandings 26,404 24,583 25,998 23,974
    Cost of Risk in bp 3 6 (3) (5)
    Societe Generale Group Net Cost Of Risk 355 387 699 787
    Gross loan Outstandings 572,618 592,422 581,827 592,265
    Cost of Risk in bp 25 26 24 27

    The gross coverage ratio for doubtful outstandings is calculated as the ratio of provisions recognised in respect of the credit risk to gross outstandings identified as in default within the meaning of the regulations, without taking account of any guarantees provided. This coverage ratio measures the maximum residual risk associated with outstandings in default (“doubtful”).

    5 – ROE, ROTE, RONE

    The notions of ROE (Return on Equity) and ROTE (Return on Tangible Equity), as well as their calculation methodology, are specified on pages 39 and 40 of Societe Generale’s 2025 Universal Registration Document. This measure makes it possible to assess Societe Generale’s return on equity and return on tangible equity.
    RONE (Return on Normative Equity) determines the return on average normative equity allocated to the Group’s businesses, according to the principles presented on page 40 of Societe Generale’s 2025 Universal Registration Document. Since Q1 25 results, with restated historical data, normative return to businesses is based on a 13% capital allocation. The Q1 25 allocated capital includes the regulatory impacts related to Basel IV, applicable since 1 January 2025.
    Group net income used for the ratio numerator is the accounting Group net income adjusted for “Interest paid and payable to holders of deeply subordinated notes and undated subordinated notes, issue premium amortisation”. For ROTE, income is also restated for goodwill impairment.
    Details of the corrections made to the accounting equity in order to calculate ROE and ROTE for the period are given in the table below:

    ROTE calculation: calculation methodology

    End of period (in EURm) Q2-25 Q2-24 H1 25 H1 24
    Shareholders’ equity Group share 68,293 66,829 68,293 66,829
    Deeply subordinated and undated subordinated notes (8,386) (9,747) (8,386) (9,747)
    Interest payable to holders of deeply & undated subordinated notes, issue premium amortisation(1) 23 (19) 23 (19)
    OCI excluding conversion reserves 512 705 512 705
    Distribution provision(2) (2,375) (718) (2,375) (718)
    ROE equity end-of-period 58,067 57,050 58,067 57,050
    Average ROE equity 58,579 56,797 58,743 56,660
    Average Goodwill(3) (4,174) (4,073) (4,182) (4,040)
    Average Intangible Assets (2,787) (2,937) (2,811) (2,947)
    Average ROTE equity 51,618 49,787 51,749 49,673
             
    Group net Income 1,453 1,113 3,061 1,793
    Interest paid and payable to holders of deeply subordinated notes and undated subordinated notes, issue premium amortisation (200) (190) (387) (356)
    Adjusted Group net Income 1,253 923 2,674 1,437
    ROTE 9.7% 7.4% 10.3% 5.8%

    141516
    RONE calculation: Average capital allocated to Core Businesses (in EURm)

    In EURm Q2 25 Q2 24 Change H1 25 H1 24 Change
    French Retail , Private Banking and Insurance 17,412 16,690 +4.3% 17,549 16,605 +5.7%
    Global Banking and Investor Solutions 17,894 16,313 +9.7% 18,109 16,162 +12.0%
    Mobility, International Retail Banking & Financial Services 10,535 11,247 -6.3% 10,955 11,250 -2.6%
    Core Businesses 45,841 41,180 +11.3% 46,613 40,955 +13.8%
    Corporate Center 12,738 12,544 +1.5% 12,130 12,644 -4.1%
    Group 58,579 56,797 +3.1% 58,743 56,660 +3.7%

    6 – Net assets and tangible net assets

    Net assets and tangible net assets are defined in the methodology, page 41 of the Group’s 2025 Universal Registration Document. The items used to calculate them are presented below:
    1718

    End of period (in EURm) H1 25 Q1 25 2024
    Shareholders’ equity Group share 68,293 70,556 70,256
    Deeply subordinated and undated subordinated notes (8,386) (10,153) (10,526)
    Interest of deeply & undated subordinated notes, issue premium amortisation(1) 23 (60) (25)
    Book value of own shares in trading portfolio (46) (44) 8
    Net Asset Value 59,884 60,299 59,713
    Goodwill(2) (4,173) (4,175) (4,207)
    Intangible Assets (2,776) (2,798) (2,871)
    Net Tangible Asset Value 52,935 53,326 52,635
           
    Number of shares used to calculate NAPS(3) 776,296 783,671 796,498
    Net Asset Value per Share 77.1 76.9 75.0
    Net Tangible Asset Value per Share 68.2 68.0 66.1

    7 – Calculation of Earnings Per Share (EPS)

    The EPS published by Societe Generale is calculated according to the rules defined by the IAS 33 standard (see pages 40-41 of Societe Generale’s 2025 Universal Registration Document). The corrections made to Group net income in order to calculate EPS correspond to the restatements carried out for the calculation of ROE and ROTE.
    The calculation of Earnings Per Share is described in the following table:

    Average number of shares (thousands) H1 25 Q1 25 2024
    Existing shares 800,317 800,317 801,915
    Deductions      
    Shares allocated to cover stock option plans and free shares awarded to staff 2,175 2,586 4,402
    Other own shares and treasury shares 12,653 7,646 2,344
    Number of shares used to calculate EPS(4) 785,488 790,085 795,169
    Group net Income (in EURm) 3,061 1,608 4,200
    Interest on deeply subordinated notes and undated subordinated notes (in EURm) (387) (188) (720)
    Adjusted Group net income (in EURm) 2,674 1,420 3,481
    EPS (in EUR) 3.40 1.80 4.38

    19
    8 – Solvency and leverage ratios

    Shareholder’s equity, risk-weighted assets and leverage exposure are calculated in accordance with applicable CRR3/CRD6 rules, transposing the final Basel III text, also called Basel IV, including the procedures provided by the regulation for the calculation of phased-in and fully loaded ratios. The solvency ratios and leverage ratio are presented on a pro-forma basis for the current year’s accrued results, net of dividends, unless otherwise stated.
    20

    9- Funded balance sheet, loan to deposit ratio

    The funded balance sheet is based on the Group financial statements. It is obtained in two steps:

    • A first step aiming at reclassifying the items of the financial statements into aggregates allowing for a more economic reading of the balance sheet. Main reclassifications:

    Insurance: grouping of the accounting items related to insurance within a single aggregate in both assets and liabilities.
    Customer loans: include outstanding loans with customers (net of provisions and write-downs, including net lease financing outstanding and transactions at fair value through profit and loss); excludes financial assets reclassified under loans and receivables in accordance with the conditions stipulated by IFRS 9 (these positions have been reclassified in their original lines).
    Wholesale funding: includes interbank liabilities and debt securities issued. Financing transactions have been allocated to medium/long-term resources and short-term resources based on the maturity of outstanding, more or less than one year.
    Reclassification under customer deposits of the share of issues placed by French Retail Banking networks (recorded in medium/long-term financing), and certain transactions carried out with counterparties equivalent to customer deposits (previously included in short term financing).
    Deduction from customer deposits and reintegration into short-term financing of certain transactions equivalent to market resources.

    • A second step aiming at excluding the contribution of insurance subsidiaries, and netting derivatives, repurchase agreements, securities borrowing/lending, accruals and “due to central banks”.

    The Group loan / deposit ratio is determined as the division of the customer loans by customer deposits as presented in the funded balance sheet.

    NB (1) The sum of values contained in the tables and analyses may differ slightly from the total reported due to rounding rules.
    (2) All the information on the results for the period (notably: press release, downloadable data, presentation slides and supplement) is available on Societe Generale’s website www.societegenerale.com in the “Investor” section.

    Societe Generale

    Societe Generale is a top tier European Bank with around 119,000 employees serving more than 26 million clients in 62 countries across the world. We have been supporting the development of our economies for 160 years, providing our corporate, institutional, and individual clients with a wide array of value-added advisory and financial solutions. Our long-lasting and trusted relationships with the clients, our cutting-edge expertise, our unique innovation, our ESG capabilities and leading franchises are part of our DNA and serve our most essential objective – to deliver sustainable value creation for all our stakeholders.

    The Group runs three complementary sets of businesses, embedding ESG offerings for all its clients:

    • French Retail, Private Banking and Insurance, with leading retail bank SG and insurance franchise, premium private banking services, and the leading digital bank BoursoBank.
    • Global Banking and Investor Solutions, a top tier wholesale bank offering tailored-made solutions with distinctive global leadership in equity derivatives, structured finance and ESG.
    • Mobility, International Retail Banking and Financial Services, comprising well-established universal banks (in Czech Republic, Romania and several African countries), Ayvens (the new ALD I LeasePlan brand), a global player in sustainable mobility, as well as specialized financing activities.

    Committed to building together with its clients a better and sustainable future, Societe Generale aims to be a leading partner in the environmental transition and sustainability overall. The Group is included in the principal socially responsible investment indices: DJSI (Europe), FTSE4Good (Global and Europe), Bloomberg Gender-Equality Index, Refinitiv Diversity and Inclusion Index, Euronext Vigeo (Europe and Eurozone), STOXX Global ESG Leaders indexes, and the MSCI Low Carbon Leaders Index (World and Europe).

    In case of doubt regarding the authenticity of this press release, please go to the end of the Group News page on societegenerale.com website where official Press Releases sent by Societe Generale can be certified using blockchain technology. A link will allow you to check the document’s legitimacy directly on the web page.

    For more information, you can follow us on Twitter/X @societegenerale or visit our website societegenerale.com.


    1 Out of a total contemplated distribution accrual of EUR 1.77 per share at end H1 25 based on a pay-out ratio of 50% of the H1 25 Group net income restated from non-cash items (including GESOP) and after deduction of interest on deeply subordinated notes and undated subordinated notes, pro forma including H1 25 results and including interim cash dividend; the distribution policy being based on a balanced mix of the payout between cash dividend and share buy-back
    2 A non-cash item with no impact on the CET1 ratio, and therefore no impact on distributable net income
    3 Ratio calculated according to EBA methodology published on 16 July 2019
    4 Ratio excluding loans outstanding of companies currently being disposed of in compliance with IFRS 5
    5 Ratio of S3 provisions, guarantees and collaterals over gross outstanding non-performing loans
    6 6 February 2025 – Q4 2024 Financial Results – Presentation – Page 6
    7 Cf. Description of the share buy-back program of 17 May 2024 relating to the 22nd resolution of the Combined general meeting of shareholders of 22 May 2024, for which the authorisation for the company to purchase its own shares is valid until 22 November 2025
    8 Including Basel IV phasing
    9 Excluding asset diposals (Switzerland and the United Kingdom)
    10 France Best Digital Bank, Awards for Excellence, Euromoney July 2025
    11 Mainly hyperinflation in Turkey
    12 Excluding impacts of depreciation adjustments
    13 As disclosed in Ayvens Q2 25 earnings report, excluding revenues from used vehicle sales and non-recurring items
    14   Interest net of tax
    15    The dividend to be paid is calculated based on a pay-out ratio of 50%, restated from non-cash items and after deduction of interest on deeply subordinated notes and on undated subordinated notes, and including the additional share buy-back of EUR 1bn for Q1 25 and H1 25
    16    Excluding goodwill arising from non-controlling interests
    17    Interest net of tax
    18 Excluding goodwill arising from non-controlling interests
    19 The number of shares considered is the number of ordinary shares outstanding at end of period, excluding treasury shares and buy-backs, but including the trading shares held by the Group (expressed in thousands of shares)
    20 The number of shares considered is the average number of ordinary shares outstanding during the period, excluding treasury shares and buy-backs, but including the trading shares held by the Group (expressed in thousands of shares)

    Attachment

    The MIL Network

  • MIL-OSI: EfTEN Real Estate Fund AS unaudited results for 2nd quarter and 1st half-year 2025

    Source: GlobeNewswire (MIL-OSI)

    Fund Manager’s Commentary

    In Q2 2025, the Baltic commercial real estate market continued to reflect similar trends as in previous quarters. Transaction activity remained very low, primarily due to a lack of equity capital, and modest economic growth did not bring new major tenants to the market. On a positive side, the decline in EURIBOR continued, resulting in reduced borrowing costs.

    Despite intense competition in the tenant market, EfTEN Real Estate Fund AS managed to decrease portfolio’s vacancy by 0.7 percentage points during the quarter, down to 3.7%. New tenants were added in the retail segment, and after a long pause, the first faintly positive signs were also observed in the Estonian office segment. On the other hand, the high volume of new developments in recent years continues to pressure the Vilnius office market. In Q2, the Paemurru logistics center within the fund’s portfolio was completed, and construction of Block C at the Valkla elderly home was finalized. As a result, the fund’s sales revenue increased by 4.5% compared to Q1 and by 3.1% year-on-year.

    The fund’s subsidiaries have floating interest rate bank loans. With the rapid decline in EURIBOR, interest expenses have decreased significantly. However, euro interest rates have now reached a level where further substantial decrease is unlikely. In this context, the fund has started fixing interest rates—one subsidiary entered into an interest rate swap agreement in June with a nominal value of €11.6 million at a rate of 1.995%. Given favourable swap terms, the fund plans to continue fixing interest rates for up to half of its loan portfolio.

    Financial Performance Overview

    EfTEN Real Estate Fund AS earned consolidated sales revenue of €8.210 million for Q2 2025 (Q2 2024: €7.957 million), and consolidated revenue for H1 2025 was €16.068 million (H1 2024: €15.918 million). This represents a 3.1% year-on-year increase for Q2 and a 1.0% increase for H1. Revenue increase was primarily driven by new investments in the logistics and elderly care sectors.

    The fund’s consolidated net operating income (NOI) for H1 2025 was €14.845 million (H1 2024: €14.781 million), reflecting a 0.4% increase. The NOI margin was 92% in H1 (2024: 93%), indicating that direct property-related costs (including land tax, insurance, maintenance and improvement works), along with marketing expenses, accounted for 8% of the fund’s revenue (2024: 7%).

    In Q2 2025, the fund earned a consolidated net profit of €4.025 million (Q2 2024: €2.442 million). The increase in net profit was primarily due to the positive change in the fair value of investment properties, which amounted to €546 thousand in June 2025, compared to a revaluation loss of €1.454 million in the same period in 2024. Additionally, the decrease in interest expenses resulting from the decline in EURIBOR had a positive impact on quarterly net profit—interest costs totalled €1.697 million in Q2 2025, down from €2.237 million a year earlier.

    The consolidated net profit for H1 2025 was €8.192 million (H1 2024: €6.250 million). Interest expenses decreased by €973 thousand, or 22%, year-on-year.

    As of 30 June 2025, the Group’s total assets amounted to €399.517 million (31 December 2024: €398.763 million), of which the fair value of investment properties accounted for 95.6% (31 December 2024: 93.7%).
     

    Real estate portfolio

    As of 30 June 2025, the Group held 37 (31 December 2024: 36) commercial real estate investments with a fair value of €382.018 million (31 December 2024: €373.815 million) and an acquisition cost of €378.218 million (31 December 2024: €370.561 million). In addition to the investment properties owned by the fund’s subsidiaries, the Group also holds a 50% interest in a joint venture that owns the Palace Hotel in Tallinn, with a fair value of €8.630 million as of 30 June 2025 (31 December 2024: €8.630 million).

    In the first half of 2025, the Group invested a total of €7.657 million in both new properties and the development of the existing real estate portfolio.

    In March, the Group’s subsidiary EfTEN Hiiu OÜ acquired a property located at Hiiu 42 in Tallinn for €4 million. Under an existing lease agreement, the North Estonia Medical Centre Foundation continues to occupy part of the property, while a long-term (10 + 10 years) lease was signed for the remaining space with Hiiu Südamekodu OÜ, a company within the Südamekodud AS group. In cooperation with the tenant and Südamekodud AS, the building will be partially redeveloped into a general elderly home called “Nõmme Südamekodu,” which will eventually accommodate up to 170 residents.

    In H1 2025, construction of Block C at the Valkla care home was completed, and phase II construction began at the Ermi elderly home in Tartu.

    In April 2025, the Paemurru logistics center—acquired in autumn of the previous year—was completed, with an additional €1.743 million invested in the property during the first half of the year.

    In the first six months of 2025, the Group earned a total of €15.571 million in rental income, representing a 1% increase compared to the same period in 2024.

    As of 30 June 2025, the vacancy rate for the Group’s investment properties stood at 3.7% (31 December 2024: 2.6%). The highest vacancy was in the office segment at 16.2%, where leasing of vacant space has taken longer than in previous periods. Compared to the end of last year, the most notable increase in vacancy occurred in the office building at Pärnu mnt 102 in Tallinn, where an additional 2.2 thousand sqm of space became vacant.

    EfTEN Real Estate Fund AS conducts regular valuations of its investment properties twice a year—as of 30 June and 31 December. Based on the valuations carried out by Colliers International in June 2025, the fair value of the investment properties increased by 0.1%, resulting in a revaluation gain of €0.5 million for the fund.

    Financing

    In April 2025, subsidiaries of EfTEN Real Estate Fund AS increased their total bank loan commitments by €7.32 million, reflecting improved financial capacity. Additionally, bank financing totalling €2.67 million was used in the first half of the year for the construction of the Valkla elderly home and the Paemurru logistics center. In April, the fund’s subsidiary EfTEN Hiiu OÜ entered into a loan agreement of €3.25 million to finance the redevelopment of the building at Hiiu 42. As of the end of June, this loan had not yet been drawn down.

    Over the next 12 months, loan agreements of eleven subsidiaries will mature, with a total outstanding balance of €40.641 million as of 30 June 2025. The LTV (Loan-to-Value) ratios of these maturing loans range from 37% to 46%, and the related investment properties generate stable rental cash flows. Therefore, management of the Fund does not foresee any obstacles to refinancing.

    As of 30 June 2025, the Group’s weighted average interest rate on loan agreements was 3.95% (31 December 2024: 4.89%), and the overall LTV stood at 41% (31 December 2024: 40%). All loan agreements of the fund’s subsidiaries are based on floating interest rates. To mitigate interest rate risk, one of the Group’s subsidiaries entered into an interest rate swap agreement in June 2025 with a notional amount of €11.6 million, fixing the 1-month EURIBOR at 1.995%.

    As of 30 June 2025, the fund’s interest coverage ratio (ICR) was 3.7 (30 June 2024: 2.9), with the improvement primarily driven by the decrease in EURIBOR.


    Share information

    As of 30 June 2025, the registered share capital of EfTEN Real Estate Fund AS was €114,403 thousand (31 December 2024: unchanged). The share capital consisted of 11,440,340 shares (31 December 2024: unchanged), each with a nominal value of €10 (31 December 2024: unchanged).

    The net asset value (NAV) per share of EfTEN Real Estate Fund AS was €19.98 as of 30 June 2025 (31 December 2024: €20.37), reflecting a 1.9% decrease during the first half of 2025. Excluding dividend distributions, the fund’s NAV would have increased by 4.1% over the same period.

    As of 30 June 2025, 32.18% of the shares belonged to the fund’s board and management members and persons associated with them.

    CONSOLIDATED STATEMEMT OF COMPREHENSIVE INCOME 

        2nd quarter 6 months
        2025 2024 2025 2024
    € thousands          
    Sales revenue   8 210 7 957 16 068 15 918
    Cost of services sold   -389 -341 -895 -759
    Gross profit   7 821 7 616 15 173 15 159
               
    Marketing costs   -187 -178 -328 -378
    General and administrative expenses   -941 -880 -1 947 -1 819
    Profit / loss from investment properties fair value changes   546 -1 454 546 -1 454
    Other operating income and expense   15 44 -22 86
    Operating profit   7 254 5 148 13 422 11 594
               
    Profit/-loss from joint ventures   87 -204 29 -254
    Interest income   35 64 118 165
    Other finance income and expense   -1 739 -2 238 -3 542 -4 473
    Profit before income tax   5 637 2 770 10 027 7 032
               
    Income tax expense   -1 612 -328 -1 835 -782
    Net profit of the financial year   4025 2442 8 192 6 250
    Total comprehensive income for the period   4 025 2 442 8 192 6 250
    Earnings per share          
    – basic   0,35 0,23 0,72 0,58
    – diluted   0,35 0,23 0,72 0,58

    CONSOLIDATED STATEMENT OF FINANCIAL POSITION 
                    

        30.06.2025 31.12.2024
    € thousands      
    ASSETS      
    Cash and cash equivalents   13 449 18 415
    Short-term deposits   0 2 092
    Receivables and accrued income   1 671 2 055
    Prepaid expenses   137 138
    Total current assets   15 257 22 700
           
    Long-term receivables   133 154
    Shares in joint ventures   1 989 1 960
    Investment property   382 018 373 815
    Property, plant and equipment   120 134
    Total non-current assets   384 260 376 063
    TOTAL ASSETS   399 517 398 763
           
    LIABILITIES AND EQUITY      
    Borrowings   45 418 30 300
    Derivatives   42 0
    Liabilities and prepayments   2 705 3 245
    Total current liabilities   48 165 33 545
           
    Borrowings   110 688 119 120
    Other long-term liabilities   2 090 1 928
    Deferred income tax liability   10 008 11 097
    Total non-current liabilities   122 786 132 145
    TOTAL LIABILITIES   170 951 165 690
           
    Share capital   114 403 114 403
    Share premium   90 306 90 306
    Statutory reserve capital   4 156 2 799
    Retained earnings   19 701 25 565
    TOTAL EQUITY   228 566 233 073
    TOTAL LIABILITIES AND EQUITY   399 517 398 763

    Marilin Hein
    CFO
    Phone +372 6559 515
    E-mail: marilin.hein@eften.ee

    Attachment

    The MIL Network

  • MIL-OSI: Banque Fédérative du Crédit Mutuel – 2025 half-year results press release

    Source: GlobeNewswire (MIL-OSI)

    Results for the period ended June 30, 20251 Press release
      Strasbourg, July 30, 2025

    First half of 2025:
    very strong business activity and solid results,
    penalized by the non-recurring income tax surcharge

    Results for the period ended June 30, 2025 06/30/2025 06/30/2024 Change
    Record net revenue €6.549bn €6.178bn         +6.0%        
    of which retail banking €4.427bn €4.159bn         +6.4%        
    of which insurance €822m €711m         +15.7%        
    of which specialized business lines 2 €1.532bn €1.491bn         +2.8%        
    General operating expenses reflecting investments -€3.405bn -€3.208bn         +6.1%        
    Stabilized cost of risk -€782m -€799m         -2.1%        
    Record income before tax €2.402bn €2.210bn         +8.7%        
    Net income down due to the corporate tax surcharge effect €1.638bn €1.714bn         -4.4%        
    of which income tax surcharge €192m N/A N/A
    RENEWED GROWTH IN FINANCING3: +1,8%
    Home loans Equipment loans Consumer credit
    €119.8bn €119.4bn €49.1bn
    A SOLID FINANCIAL STRUCTURE
    CET1 ratio4 Shareholders’ equity
    19.5% €46.7bn

    Press contacts:

    Aziz Ridouan – +33 (0)6 01 10 31 69 – aziz.ridouan@creditmutuel.fr

    Press relations – +33 (0)3 88 14 84 00 – com-alliancefederale@creditmutuel.fr

    Investor contact:

    Banque Fédérative du Crédit Mutuel – bfcm-web@creditmutuel.fr

    1.1. Financial results

    (in € millions) 06/30/2025 06/30/2024 Change
    Net revenue 6,549 6,178 +6.0 %
    General operating expenses -3,405 -3,208 +6.1 %
    Gross operating income/(loss) 3,144 2,970 +5.9 %
    Cost of risk -782 -799 -2.1 %
    cost of proven risk -733 -782 -6.3 %
    cost of non-proven risk -49 -17 n.s
    Operating income 2,363 2,171 +8.8 %
    Net gains and losses on other assets and ECC (1) 39 39 +0.8 %
    Income before tax 2,402 2,210 +8.7 %
    Income tax -764 -496 +54.0 %
    Net income 1,638 1,714 -4.4 %
    Non-controlling interests 191 189 +1.0 %
    GROUP NET INCOME 1,447 1,524 -5.1 %

    (1)ECC = equity consolidated companies = share of net profit/(loss) of equity consolidated companies.

    Net revenue

    At June 30, 2025, the net revenue of Banque Fédérative du Crédit Mutuel amounted to €6.5 billion, up +6.0% compared with the first half of 2024, driven by strong momentum in the banking and insurance networks.

    Revenues from retail banking were up by +6.4%, driven by the good performance of the banking networks (+6.7%) and consumer finance (including Cofidis Group +12.4%).

    The contribution of the insurance business to net revenue, at €822 million, was up +15.7%, with growth driven by all business lines (property & casualty insurance, life insurance).

    Asset management and private banking posted an overall increase in net revenue of +5.1%, with both activities making a positive contribution: asset management, +6.5% thanks to positive inflows and private banking, +3.9% thanks to good growth in commissions.

    Corporate banking posted a decline in net revenue of -3.7% compared with the first half of 2024, which was particularly favorable in terms of net interest margin.

    Net revenue from capital markets posted good growth of +11.0%, due in particular to the sharp increase in revenues from the commercial business line.

    Total income generated by the private equity business remained high at €211 million, albeit down slightly on the first half of 2024.

    General operating expenses and gross operating income

    General operating expenses increased by +6.1% to -€3,405 million in the first half of 2025.

    To keep pace with growth, employee benefits expenses (54% of general operating expenses) increased by +7.5%, while other operating expenses were kept under control at +4.6%.

    The scissors effect was slightly negative at 0.1 percentage point and the cost/income ratio remained low at 52.0%.

    Gross operating income rose by +5.9% to €3,144 million.

    Cost of risk and operating income

    In the first half of 2025, the cost of risk was -€782 million compared with -€799 million, a slight decrease of -2.1%.

    It breaks down into a -€733 million provision for the cost of proven risk (stage 3) and a -€49 million provision for the cost of non-proven risk (prudential provisioning) on performing loans (stages 1 and 2).

    The cost of proven risk was down by -6.3% at June 30, 2025. It was down in the banking networks, which represent 24% of the cost of proven risk (vs. 35% in June 2024). Consumer finance still accounts for a significant proportion of the cost of proven risk (71%). The specialized business lines (2% of the cost of proven risk) had a low level of cost of proven risk at -€17 million.

    In line with fiscal year 2024, the provisioning for future risks is recorded as a net expense in a context of uncertainty (particularly economic and related to international trade) in the short and medium term.

    Given the sustained level of business and operational efficiency, operating income rose by 8.8% year-on-year to €2,363 million.

    Other

    Net gains/(losses) on other assets and ECC amounted to €39 million.

    Income before tax

    Thanks to higher revenues and controlled risks, income before tax was up +8.7% year-on-year to €2,402 million.

    Net income

    Income tax (-€764 million in the first half of 2025 compared with -€496 million in the first half of 2024) is impacted by the exceptional contribution introduced by the French 2025 Finance Act on the profits of large companies generating profits in excess of €1 billion in France. Banque Fédérative, a subsidiary of Crédit Mutuel Alliance Fédérale, remains a bank and an employer with strong roots in France. The group is therefore liable for €192 million in surcharge at June 30, 2025.

    Net income fell by -4.4% to €1,638 billion. Excluding the surcharge, it would be up by +6.8%.

    1.2. Financial structure

    Banque Fédérative de Crédit Mutuel’s shareholders’ equity totaled €46.7 billion at the end of June 2025 compared with €45.2 billion at the end of 2024.

    BFCM is a subsidiary of Crédit Mutuel Alliance Fédérale. At end-June 2025, the latter’s estimated Common Equity Tier 1 (CET1) ratio was 19.5%2.

    The three rating agencies that issue ratings for Crédit Mutuel Alliance Fédérale and the Crédit Mutuel group all recognize their financial stability and the validity of the business model:

      LT/ST Counterparty** Issuer/LT preferred senior debt Outlook ST preferred senior debt Stand-alone rating*** Date of last publication
    Standard & Poor’s (1) AA-/A-1+ A+ Stable A-1 a 11/07/2024
    Moody’s (2) Aa3/P-1 A1 Stable P-1 a3 12/19/2024
    Fitch Ratings * (3) AA- AA- Stable F1+ a+ 06/17/2025

    * The Issuer Default Rating is stable at A+.
    ** The counterparty ratings correspond to the following agency ratings: Resolution Counterparty Rating for Standard & Poor’s, Counterparty Risk Rating for Moody’s and Derivative Counterparty Rating for Fitch Ratings.
    *** The stand-alone rating is the Stand Alone Credit Profile (SACP) for Standard & Poor’s, the Adjusted Baseline Credit Assessment (Adj. BCA) for Moody’s and the Viability Rating for Fitch Ratings.
    (1) Standard & Poor’s: Crédit Mutuel group rating.
    (2) Moody’s: Crédit Mutuel Alliance Fédérale/BFCM and CIC ratings.
    In terms of Moody’s ratings, certain group instruments were downgraded on December 17, 2024, namely: Counterparty Risk Rating (to Aa3), Counterparty Risk Assessment (to Aa3(cr)), junior deposits (to A1) and preferred senior debt (to A1).
    (3) Fitch Ratings: Crédit Mutuel Alliance Fédérale rating (as the dominant entity of the Crédit Mutuel Group).

    Despite a start to 2025 still marked by action on France’s sovereign rating (outlook downgraded to “negative” on February 28, 2025 for S&P), these agencies confirmed, in 2024 (on November 7, 2024 for S&P and December 19, 2024 for Moody’s), in 2025 (on June 17, 2025 for Fitch Ratings) the external ratings and stable outlooks assigned to Crédit Mutuel Alliance Fédérale and the Crédit Mutuel group. This reflects operating efficiency, recurring earnings based on a diversified business model and strong financial fundamentals.

    As a reminder, Moody’s downgraded France’s sovereign rating on December 14, 2024, with mechanical consequences for the highest-rated French banks (loss of support from the country rating that they had benefited from according to the agency’s methodology).

    The announcement of the acquisition of OLB (Oldenburgische Landesbank AG) on March 20, 2025, was welcomed by the three rating agencies. The completion of this acquisition is subject to approval by regulatory authorities, in particular the European Central Bank (ECB) and the European Commission. This transaction would further strengthen Crédit Mutuel Alliance Fédérale’s diversification, with an impact on CET1 that would not alter the agencies’ assessment of the capital scores of Crédit Mutuel Alliance Fédérale or the Crédit Mutuel group.

    1.3. Results by business line

    Retail banking

    Net revenue from retail banking increased by €6.4% to €4.4 billion. General operating expenses, at -€2.6 billion, grew at a slower pace than net revenue, i.e. 4.9%. The cost of risk rose to -€801 million, of which -€716 million for proven risk (decrease of -1.8%) and -€85 million for non-proven risk. Retail banking posted a slight increase in net income to €643 million.

    Insurance

    Net insurance income increased by +15.7%, driven by the increase in income from health, protection & creditor insurance and life insurance as well as by the increase in financial income (increase in dividends received from Desjardins Group, Crédit Mutuel Alliance Fédérale’s long-standing partner in Canada).
    General operating expenses totaled -€92 million, corresponding solely to expenses not attributable to contracts.
    Net income was €495 million, up +0.5% compared with end-June 2024.

    Asset management and private banking

    Overall net revenue for both activities increased by +5.1% to €667 million. Private banking net revenue was up by 3.9% to €365 million; asset management net revenue increased by +6.5% (to €302 million) due to gains on commissions. General operating expenses rose by +9.0% to -€498 million, of which +8.2% for private banking and +9.9% for asset management.
    Net income was €129 million, up by 14.3% compared with the first half of 2024.

    Corporate banking

    Net revenue was down by -3.7% to €323 million at the end of June 2025, in a context of falling interest rates, despite higher commissions (+9.8%). The cost of risk (+€15 million compared with -€40 million at June 2024) was up, with a significant reversal effect on non-proven OEL provisions. Net income was stable at €158 million in the first half of 2025, versus €156 million in the first half of 2024.

    Capital markets

    The investment and commercial business lines continued to grow, with total net revenue up +11.0% to €331 million. General operating expenses increased by +5.5% to -€150 million. Net income increased by 3.1% to €124 million.

    Private equity

    In financial terms, €174 million was invested in the first half of 2025 in around 20 deals in France and abroad. The pace of disposals slowed compared with the exceptionally high level in 2024. Total income remained solid at €211 million in the first half of 2025, two-thirds of which was made up of capital gains generated by the portfolio, supplemented by recurring income.

    In the first half of 2025, the contribution to net income was €169 million, close to that of the first half of 2024

    1.4. Key figures

    Banque Fédérative du Crédit Mutuel3

    (in € millions) 06/30/2025 12/31/2024
    Financial structure and business activity    
    Balance sheet total 732,747 734,840
    Shareholders’ equity (including net income for the period before dividend pay-outs) 46,698 45,203
    Customer loans 343,888 342,285
    Total savings 670,633 665,478
    – of which customer deposits 287,627 295,099
    – of which insurance savings 55,168 53,650
    – of which financial savings (under management and in custody) 327,838 316,730
         
      06/30/2025 12/31/2024
    Key figures    
    Number of branches 2 2
    Number of customers (in millions) 22.4 22.2
         
    Key ratios    
    Cost/income ratio (at 06/30/2025 vs 06/30/2024)         52.0%                 51.9%        
    Loan-to-deposit ratio         119.6%                 116.0%        
    Overall solvency ratio2 (estimated for 06/2025)         21.8%                 21.0%        
    CET1 ratio2 (estimated for 06/2025)         19.5%                 18.8%        
         

    1.5 Banque Fédérative du Crédit Mutuel  financial statements

    Balance sheet (assets)

    (in € millions) 06/30/2025 12/31/2024
    Cash and central banks 75,012 86,190
    Financial assets at fair value through profit or loss 41,077 39,653
    Hedging derivatives 1,588 1,701
    Financial assets at fair value through equity 46,814 44,421
    Securities at amortized cost 5,952 5,680
    Loans and receivables due from credit institutions and similar at amortized cost 61,836 61,897
    Loans and receivables due from customers at amortized cost 343,888 342,285
    Revaluation adjustment on rate-hedged books 284 209
    Financial investments of insurance activities 140,977 135,472
    Insurance contracts issued – Assets 8 10
    Reinsurance contracts held – Assets 247 284
    Current tax assets 780 1,002
    Deferred tax assets 858 1,005
    Accruals and miscellaneous assets 7,077 8,682
    Non-current assets held for sale 0 0
    Investments in equity consolidated companies 929 911
    Investment property 56 36
    Property, plant and equipment 2,556 2,606
    Intangible assets 494 483
    Goodwill 2,315 2,315
    TOTAL ASSETS 732,747 734,840

    Balance Sheet – Liabilities and shareholders’ equity

    (in € millions) 06/30/2025 12/31/2024
    Central banks 15 18
    Financial liabilities at fair value through profit or loss 26,847 26,643
    Hedging derivatives 2,660 3,261
    Debt securities at amortized cost 158,853 163,710
    Due to credit and similar institutions at amortized cost 50,404 46,031
    Due to customers at amortized cost 287,627 295,099
    Revaluation adjustment on rate-hedged books -16 -15
    Current tax liabilities 425 450
    Deferred tax liabilities 478 481
    Accruals and miscellaneous liabilities 12,010 12,671
    Debt related to non-current assets held for sale 0 0
    Insurance contracts issued – liabilities 129,868 125,195
    Provisions 3,285 2,913
    Subordinated debt at amortized cost 13,593 13,180
    Total shareholders’ equity 46,698 45,203
    Shareholders’ equity – Attributable to the group 41,997 40,737
    Capital and related reserves 6,568 6,568
    Consolidated reserves 33,822 30,959
    Gains and losses recognized directly in equity 161 195
    Profit (loss) for the period 1,447 3,015
    Shareholders’ equity – Non-controlling interests 4,701 4,466
    TOTAL LIABILITIES 732,747 734,840

    At December 31, 2024, CIC London reclassified £2,030 million (€2,448 million) from “Debt securities at amortized cost” to “Financial liabilities at fair value through profit or loss”.

    Income statement

    (in € millions) 06/30/2025 06/30/2024
    Interest and similar income 14,617 17,055
    Interest and similar expenses -11,235 -13,787
    Commissions (income) 2,389 2,332
    Commissions (expenses) -743 -698
    Net gains on financial instruments at fair value through profit or loss 839 497
    Net gains or losses on financial assets at fair value through shareholders’ equity 16 -13
    Net gains or losses resulting from derecognition of financial assets at amortized cost 2 0
    Income from insurance contracts issued 3,901 3,712
    Expenses related to insurance contracts issued -3,170 -3,085
    Income and expenses related to reinsurance contracts held -67 -51
    Financial income or financial expenses from insurance contracts issued -2,992 -3,073
    Financial income or expenses related to reinsurance contracts held 3 4
    Net income from financial investments related to insurance activities 3,115 3,189
    Income from other activities 659 371
    Expenses on other activities -784 -275
    Net revenue 6,549 6,178
    of which Net income from insurance activities 789 695
    General operating expenses -3,231 -3,041
    Movements in depreciation, amortization and provisions for property, plant and equipment and intangible assets -174 -166
    Gross operating income 3,144 2,970
    Cost of counterparty risk -782 -799
    Operating income 2,363 2,171
    Share of net income of equity consolidated companies 37 40
    Net gains and losses on other assets 0 -2
    Changes in the value of goodwill 1 0
    Income before tax 2,402 2,210
    Income taxes -764 -496
    Net income 1,638 1,714
    Net income – Non-controlling interests 191 189
    NET INCOME ATTRIBUTABLE TO THE GROUP 1,447 1,524

    At June 30, 2024, an expense of €244 million was reclassified from “Net gains on financial instruments at fair value through profit or loss” to “Interest and similar expenses”.


    1Unaudited financial statements – limited review currently being conducted by the statutory auditors. The Board of Directors met on July 30, 2025 to approve the financial statements. All financial communications are available at www.bfcm.creditmutuel.fr and are published by Crédit Mutuel Alliance Fédérale in accordance with the provisions of Article L. 451-1-2 of the French Monetary and Financial Code and Articles 222-1 et seq. of the General Regulation of the French Financial Markets Authority (Autorité des marchés financiers – AMF).
    2 Specialized business lines include corporate banking, capital markets, private equity, asset management and private banking.
    3 Change in outstandings calculated over twelve months.
    4 Ratio estimated at June 30, 2025 for Crédit Mutuel Alliance Fédérale, which includes BFCM in its scope of consolidation.

    2Ratio estimated at June 30, 2025 for Crédit Mutuel Alliance Fédérale which includes BFCM in its scope of consolidation.

    3Consolidated results of Banque Fédérative du Crédit Mutuel and its main subsidiaries: CIC, ACM, BECM, TARGOBANK, Cofidis Group, IT, etc.

    2 Estimate as of June 30, 2025 for Crédit Mutuel Alliance Fédérale, the integration of earnings into shareholders’ equity is subject to approval by the ECB.

    Attachment

    The MIL Network

  • MIL-OSI USA: Fact Sheet: The President’s Working Group on Digital Asset Markets Releases Recommendations to Strengthen American Leadership in Digital Financial Technology

    US Senate News:

    Source: US Whitehouse
    USHERING IN THE GOLDEN AGE OF CRYPTO: When President Trump took office in January, he promised to make America the “crypto capital of the world.” Today, the President’s Working Group on Digital Asset Markets is releasing a report that provides a roadmap to make that promise a reality.
    Established by President Trump’s Executive Order 14178 Strengthening American Leadership in Digital Financial Technology, the Working Group consists of officials throughout the Federal government and was tasked with submitting a report that recommends regulatory and legislative proposals to advance the policies established in the Order.
    By implementing these recommendations, policymakers can ensure that the United States leads the blockchain revolution and ushers in the Golden Age of Crypto.
    POSITIONING AMERICA AS THE LEADER IN DIGITAL ASSET MARKETS:The Working Group determined that a fit-for-purpose market structure framework is essential to support growth and innovation in the digital assets industry, protect consumers, and keep the United States at the forefront of digital asset development. The Working Group recommends that:
    Congress build on the massive bipartisan House of Representatives vote for CLARITY by enacting legislation that:
    Eliminates existing gaps in regulatory oversight by providing the CFTC authority to oversee spot markets for non-security digital assets.
    Embraces DeFi technology and recognizes the potential of integrating such technology into mainstream finance.

    The SEC and CFTC use their existing authorities to:
    Immediately enable the trading of digital assets at the Federal level by providing clarity to market participants on issues such as registration, custody, trading, and recordkeeping.
    Allow innovative financial products to reach consumers without bureaucratic delays through the use of tools like safe harbors and regulatory sandboxes.  

    MODERNIZING BANK REGULATION FOR DIGITAL ASSETS: The Trump Administration has already ended Operation Choke Point 2.0 once and for all by working to end regulatory efforts that deny banking services to the digital assets industry. A sound and predictable banking regulatory framework that embraces the promise of blockchain technology will allow depository institutions to meet customer demand for core banking services for digital assets, and make it easier for those customers to access digital asset markets. The Working Group recommends that regulators take additional actions to:
    Relaunch crypto innovation efforts to clarify permissible bank activities in custody, tokenization, stablecoin issuance, and the use of blockchains.
    Promote transparency regarding the process for institutions to obtain bank charters or Reserve Bank master accounts.
    Ensure that bank capital rules are aligned with the actual risks associated with digital assets, not simply the fact of their presence on a distributed ledger.
    STRENGTHENING THE ROLE OF THE U.S. DOLLAR: The widespread adoption of dollar-backed stablecoins will modernize payments infrastructure and allow the United States to move away from costly and outdated legacy systems. On July 18, 2025, President Trump signed the historic GENIUS Act into law, which creates the first-ever Federal regulatory framework for stablecoins. The Working Group recommends that:
    Treasury and the banking agencies faithfully and expeditiously implement the GENIUS Act.
    Congress take additional action to protect privacy and civil liberties by passing the Anti-CBDC Surveillance State Act to codify the provisions of the President’s Executive Order banning Central Bank Digital Currencies in the United States.
    COMBATING ILLICIT FINANCE IN THE DIGITAL AGE: By modernizing our anti-money laundering rules, the United States can be a leader in financial innovation while protecting our national security interests. The Working Group recommends that:
    Treasury and the appropriate regulators provide clarity regarding BSA obligations and reporting.
    Congress reinforce the importance of self-custody and clarify the AML/CFT obligations of actors within the decentralized finance ecosystem.
    Regulators work to prevent the misuse of authorities to target lawful activities of law-abiding citizens and protect citizens’ privacy.
    ENSURING FAIRNESS AND PREDICTABILITY IN DIGITAL ASSET TAXATION: Our tax rules must align with new technologies and eliminate compliance hurdles for both individuals and businesses engaged in activities involving digital assets. The Working Group recommends that:
    Treasury and the IRS reduce burdens on taxpayers by publishing guidance on topics related to CAMT, wrapping transactions, and de minimis receipts of digital assets.
    Treasury and the IRS review previously issued guidance on the tax treatment of activities like mining and staking.
    Congress enact legislation that treats digital assets as a new class of assets subject to modified versions of tax rules applicable to securities or commodities for Federal income tax purposes and add digital assets to the list of assets subject to wash sale rules.

    MIL OSI USA News

  • MIL-OSI USA: Garbarino, Torres Reintroduce Bipartisan Saving Vet Halls Act

    Source: United States House of Representatives – Representative Andrew Garbarino (R-NY)

    WASHINGTON, D.C. – Today, Congressman Andrew R. Garbarino (R-NY-02) and Congressman Richie Torres (D-NY-15) announced the reintroduction of the Saving Vet Halls Act, bipartisan legislation to create a grant program addressing the needs of local Veterans Service Organizations (VSOs) as they continue to struggle to keep their facilities open. VSOs such as the American Legion, AMVETS, and Veterans of Foreign Wars (VFW) serve as community centers providing crucial services to veterans, servicemembers, dependents, and survivors in our communities, many of which require the use of VSO facilities.

    “Veterans’ halls play an important role in our communities. They connect veterans to the services they’ve earned and give people a place to come together,” said Rep. Garbarino. “These spaces host everything from job fairs to memorials, but too many are being forced to close their doors because of aging infrastructure and limited resources. The Saving Vet Halls Act makes sure Veteran Service Organizations can continue supporting the men and women who served and the communities they live in.”

    “Veterans’ halls are the heartbeats of our communities, where neighbors come together to celebrate life’s milestones and where veterans receive vital support,” said Rep. Torres. “The Saving Vet Halls Act of 2025 recognizes the essential role played by Veteran Service Organizations like the American Legion, AMVETS, and Veterans of Foreign Wars, ensuring they can continue serving those who’ve served us. By creating this $10 million grant program, we’re giving local heroes the tools they need to repair, renovate, and modernize their facilities for the next generation.”

    There are over 100 national Veterans Service Organizations recognized by the U.S. Department of Veterans Affairs (VA) that serve millions of veterans across the country. Too often, these organizations are forced to rely on small fundraisers, volunteer labor, or go without essential repairs due to a lack of dedicated funding. That’s why Congress must act by establishing a federal grant program specifically designed to help VSO posts make critical facility repairs and upgrades.

    The Saving Vet Halls Act of 2025 takes action to alleviate the financial burden on these local Veterans’ Halls so that veterans and their families can continue to rely on them for support. Specifically, this bill would:

    1. Establish a $10 million grant program through the VA that allows local VSOs to apply for grants of up to $75,000 to make necessary infrastructure and technology improvements to keep these buildings open and operational.
    2. Require VSOs to submit plans demonstrating the need for funding as well as the use of such funds to the VA Secretary, who would then prioritize grant allocation based on need and the capacity to complete the project.

    Additional original cosponsors of the Saving Vet Halls Act of 2025 include Representatives Nicole Malliotakis (R-NY-11), Jared Moskowitz (D-FL-23), Nick LaLota (R-NY-1), Don Davis (D-NC-1), Mike Lawler (R-NY-17), Angie Craig (D-MN-2), Brian Fitzpatrick (R-PA-1), Joe Neguse (D-CO-2), and Tom Kean (R-NJ-7)First introduced in 2022, this legislation is endorsed by the American Legion, VFW, and AMVETS.

    “The American Legion proudly supports the Saving Vet Halls Act of 2025. This commonsense legislation recognizes the essential role that local veterans service organizations play in our communities—providing fellowship, outreach, and critical support to those who served. By offering targeted grants to chartered veterans service organizations for facility repairs and technology upgrades, this bill will ensure that posts across the country remain safe, accessible, and equipped to serve future generations of veterans. We thank Congressman Garbarino for his leadership in introducing this important bill and urge Congress to swiftly advance it,” said Mario Marquez, Executive Director of Government Affairs of The American Legion.

    “AMVETS proudly supports the Saving Vet Halls Act of 2025, which would provide critical resources to preserve and modernize local veterans’ halls. These spaces are essential to the well-being and connection of the veteran community, and this bill ensures they remain open and accessible for generations to come,” said Joseph Chenelly, National Executive Director of AMVETS.

    The full text of the bill can be found here

    ###

    MIL OSI USA News

  • MIL-OSI: FormFactor, Inc. Reports 2025 Second Quarter Results

    Source: GlobeNewswire (MIL-OSI)

    LIVERMORE, Calif., July 30, 2025 (GLOBE NEWSWIRE) — FormFactor, Inc. (Nasdaq: FORM) today announced its financial results for the second quarter of fiscal 2025 ended June 28, 2025. Quarterly revenues were $195.8 million, an increase of 14.3% compared to $171.4 million in the first quarter of fiscal 2025, and a decrease of 0.8% from $197.5 million in the second quarter of fiscal 2024.

    • Anticipated strength in HBM and Foundry & Logic probe cards drove sequentially stronger second-quarter revenue
    • FormFactor is now shipping in volume to all three major HBM manufacturers
    • Closed acquisition of Farmers Branch manufacturing facility, providing significant operational flexibility in lower operating cost region

    “FormFactor reported sequentially stronger second-quarter revenue that exceeded the high end of our outlook range, due to higher-than-anticipated growth in our probe-card business,” said Mike Slessor, CEO of FormFactor, Inc. “Despite this revenue strength, non-GAAP gross margin and overall profitability fell short of our outlook, mainly caused by an unfavorable shift in product mix and unforecasted ramp-up costs for a second HBM DRAM customer.”

    Second Quarter Highlights

    On a GAAP basis, net income for the second quarter of fiscal 2025 was $9.1 million, or $0.12 per fully-diluted share, compared to net income for the first quarter of fiscal 2025 of $6.4 million, or $0.08 per fully-diluted share, and net income for the second quarter of fiscal 2024 of $19.4 million, or $0.25 per fully-diluted share. Gross margin for the second quarter of 2025 was 37.3%, compared with 37.7% in the first quarter of 2025, and 44.0% in the second quarter of 2024.

    On a non-GAAP basis, net income for the second quarter of fiscal 2025 was $21.2 million, or $0.27 per fully-diluted share, compared to net income for the first quarter of fiscal 2025 of $18.0 million, or $0.23 per fully-diluted share, and net income for the second quarter of fiscal 2024 of $27.3 million, or $0.35 per fully-diluted share. On a non-GAAP basis, gross margin for the second quarter of 2025 was 38.5%, compared with 39.2% in the first quarter of 2025, and 45.3% in the second quarter of 2024.

    GAAP net cash provided by operating activities for the second quarter of fiscal 2025 was $18.9 million, compared to $23.5 million for the first quarter of fiscal 2025, and $21.9 million for the second quarter of fiscal 2024. Free cash flow for the second quarter of fiscal 2025 was negative $47.1 million, compared to free cash flow for the first quarter of fiscal 2025 of $6.3 million, and free cash flow for the second quarter of 2024 of $14.2 million.

    A reconciliation of GAAP to non-GAAP measures is provided in the schedules included below.

    Outlook

    Dr. Slessor added, “In the current third quarter, we expect to deliver revenue comparable to the second quarter, with slightly higher gross margin and operating profit.”

    For the third quarter ending September 27, 2025, FormFactor is providing the following outlook*:

        GAAP   Reconciling Items**   Non-GAAP
    Revenue   $200 million +/- $5 million     $200 million +/- $5 million
    Gross Margin   38.5% +/- 1.5%   $3 million   40% +/- 1.5%
    Net income per diluted share   $0.14 +/- $0.04   $0.11   $0.25 +/- $0.04
    *This outlook assumes consistent foreign currency rates.
    **Reconciling items are stock-based compensation, amortization of intangible assets and fixed asset fair value adjustments due to acquisitions, and restructuring charges, net of applicable income tax impacts.
     

    We posted our revenue breakdown by geographic region, by market segment and with customers with greater than 10% of total revenue on the Investor Relations section of our website at www.formfactor.com. We will conduct a conference call at 1:25 p.m. PT, or 4:25 p.m. ET, today.

    The public is invited to listen to a live webcast of FormFactor’s conference call on the Investor Relations section of our website at www.formfactor.com. A telephone replay of the conference call will be available approximately two hours after the conclusion of the call. The replay will be available on the Investor Relations section of our website, www.formfactor.com.

    Use of Non-GAAP Financial Information:

    To supplement our condensed consolidated financial results prepared under generally accepted accounting principles, or GAAP, we disclose certain non-GAAP measures of non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income and free cash flow, that are adjusted from the nearest GAAP financial measure to exclude certain costs, expenses, gains and losses. Reconciliations of the adjustments to GAAP results for the three and six months ended June 28, 2025, and for outlook provided before, as well as for the comparable periods of fiscal 2024, are provided below, and on the Investor Relations section of our website at www.formfactor.com. Information regarding the ways in which management uses non-GAAP financial information to evaluate its business, management’s reasons for using this non-GAAP financial information, and limitations associated with the use of non-GAAP financial information, is included under “About our Non-GAAP Financial Measures” following the tables below.

    About FormFactor:

    FormFactor, Inc. (NASDAQ: FORM), is a leading provider of essential test and measurement technologies along the full semiconductor product life cycle – from characterization, modeling, reliability, and design de-bug, to qualification and production test. Semiconductor companies rely upon FormFactor’s products and services to accelerate profitability by optimizing device performance and advancing yield knowledge. The Company serves customers through its network of facilities in Asia, Europe, and North America. For more information, visit the Company’s website at www.formfactor.com.

    Forward-looking Statements:

    This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the federal securities laws, including with respect to the Company’s future financial and operating results, and the Company’s plans, strategies and objectives for future operations. These statements are based on management’s current expectations and beliefs as of the date of this release, and are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those described in the forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding future financial and operating results, including under the heading “Outlook” above, and the Company’s performance, and other statements regarding the Company’s business. Forward-looking statements may contain words such as “may,” “might,” “will,” “expect,” “plan,” “anticipate,” “forecast,” “continue,” and “prospect,” and the negative or plural of these words and similar expressions, and include the assumptions that underlie such statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: changes in and impacts from export control, tariffs and other trade barriers; changes in demand for the Company’s products; customer-specific demand; market opportunity; anticipated industry trends; the availability, benefits, and speed of customer acceptance or implementation of new products and technologies; manufacturing, processing, and design capacity, goals, expansion, volumes, and progress; difficulties or delays in research and development; industry seasonality; risks to the Company’s realization of benefits from acquisitions; reliance on customers or third parties (including suppliers); changes in macro-economic environments; events affecting global and regional economic and market conditions and stability such as tariffs, military conflicts, political volatility, infectious diseases and pandemics, and similar factors, operating separately or in combination; and other factors, including those set forth in the Company’s most current annual report on Form 10-K, quarterly reports on Form 10-Q and other filings by the Company with the U.S. Securities and Exchange Commission. In addition, there are varying barriers to international trade, including restrictive trade and export regulations such as the US-China restrictions, dynamic tariffs, trade disputes between the U.S. and other countries, and national security developments or tensions, that may substantially restrict or condition our sales to or in certain countries, increase the cost of doing business internationally, and disrupt our supply chain. No assurances can be given that any of the events anticipated by the forward-looking statements within this press release will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of the Company. Unless required by law, the Company is under no obligation (and expressly disclaims any such obligation) to update or revise its forward-looking statements whether as a result of new information, future events, or otherwise.

    FORMFACTOR, INC. 
    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    (In thousands, except per share amounts)
    (Unaudited)
     
      Three Months Ended   Six Months Ended
      June 28,
    2025
      March 29,
    2025
      June 29,
    2024
      June 28,
    2025
      June 29,
    2024
    Revenues $ 195,798     $ 171,356     $ 197,474     $ 367,154     $ 366,199  
    Cost of revenues   122,860       106,833       110,574       229,693       216,561  
    Gross profit   72,938       64,523       86,900       137,461       149,638  
    Operating expenses:                  
    Research and development   28,793       27,800       31,564       56,593       60,191  
    Selling, general and administrative   31,839       33,454       37,874       65,293       70,953  
    Total operating expenses   60,632       61,254       69,438       121,886       131,144  
    Gain on sale of business               310             20,581  
    Operating income   12,306       3,269       17,772       15,575       39,075  
    Interest income, net   2,642       3,317       3,415       5,959       6,571  
    Other income (expense), net   (6 )     890       360       884       880  
    Income before income taxes   14,942       7,476       21,547       22,418       46,526  
    Provision for income taxes   2,372       1,075       2,155       3,447       5,353  
    Loss from equity investment   3,484                   3,484        
    Net income $ 9,086     $ 6,401     $ 19,392     $ 15,487     $ 41,173  
    Net income per share:                  
    Basic $ 0.12     $ 0.08     $ 0.25     $ 0.20     $ 0.53  
    Diluted $ 0.12     $ 0.08     $ 0.25     $ 0.20     $ 0.52  
    Weighted-average number of shares used in per share calculations:                
    Basic   77,107       77,345       77,235       77,226       77,343  
    Diluted   77,527       77,884       78,717       77,721       78,746  
                                           
    FORMFACTOR, INC.
    NON-GAAP FINANCIAL MEASURE RECONCILIATIONS
    (In thousands, except per share amounts)
    (Unaudited)
     
      Three Months Ended   Six Months Ended
      June 28,
    2025
      March 29,
    2025
      June 29,
    2024
      June 28,
    2025
      June 29,
    2024
    GAAP Gross Profit $ 72,938     $ 64,523     $ 86,900     $ 137,461     $ 149,638  
    Adjustments:                  
    Amortization of intangibles and fixed asset fair value adjustments due to acquisitions   528       542       545       1,070       1,131  
    Stock-based compensation   1,690       2,005       1,932       3,695       3,860  
    Restructuring charges   183       60       39       243       83  
    Non-GAAP Gross Profit $ 75,339     $ 67,130     $ 89,416     $ 142,469     $ 154,712  
                       
    GAAP Gross Margin   37.3 %     37.7 %     44.0 %     37.4 %     40.9 %
    Adjustments:                  
    Amortization of intangibles and fixed asset fair value adjustments due to acquisitions   0.3 %     0.3 %     0.3 %     0.3 %     0.3 %
    Stock-based compensation   0.8 %     1.2 %     1.0 %     1.0 %     1.1 %
    Restructuring charges   0.1 %     %     %     0.1 %     %
    Non-GAAP Gross Margin   38.5 %     39.2 %     45.3 %     38.8 %     42.3 %
                       
    GAAP operating expenses $ 60,632     $ 61,254     $ 69,438     $ 121,886     $ 131,144  
    Adjustments:                  
    Amortization of intangibles   (191 )     (191 )     (191 )     (382 )     (382 )
    Stock-based compensation   (7,701 )     (7,791 )     (8,277 )     (15,492 )     (16,754 )
    Restructuring charges   (195 )     (2,823 )     (49 )     (3,018 )     (98 )
    Costs related to sale and acquisition of businesses   (55 )     (217 )     (43 )     (272 )     (689 )
    Non-GAAP operating expenses $ 52,490     $ 50,232     $ 60,878     $ 102,722     $ 113,221  
                       
    GAAP operating income $ 12,306     $ 3,269     $ 17,772     $ 15,575     $ 39,075  
    Adjustments:                  
    Amortization of intangibles and fixed asset fair value adjustments due to acquisitions   719       733       736       1,452       1,513  
    Stock-based compensation   9,391       9,796       10,209       19,187       20,614  
    Restructuring charges   378       2,883       88       3,261       181  
    Gain on sale of business, net of costs and acquisition related expenses   55       217       (267 )     272       (19,892 )
    Non-GAAP operating income $ 22,849     $ 16,898     $ 28,538     $ 39,747     $ 41,491  
                                           
    FORMFACTOR, INC.
    NON-GAAP FINANCIAL MEASURE RECONCILIATIONS
    (In thousands, except per share amounts)
    (Unaudited)
     
      Three Months Ended   Six Months Ended
      June 28,
    2025
      March 29,
    2025
      June 29,
    2024
      June 28,
    2025
      June 29,
    2024
    GAAP net income $ 9,086     $ 6,401     $ 19,392     $ 15,487     $ 41,173  
    Adjustments:                  
    Amortization of intangibles and fixed asset fair value adjustments due to acquisitions   719       733       736       1,452       1,513  
    Stock-based compensation   9,391       9,796       10,209       19,187       20,614  
    Restructuring charges   378       2,883       88       3,261       181  
    Gain on sale of business and assets, net of costs and acquisition related expenses   3,460       217       (267 )     3,677       (19,892 )
    Income tax effect of non-GAAP adjustments   (1,812 )     (2,026 )     (2,835 )     (3,838 )     (1,922 )
    Non-GAAP net income $ 21,222     $ 18,004     $ 27,323     $ 39,226     $ 41,667  
                       
    GAAP net income per share:                  
    Basic $ 0.12     $ 0.08     $ 0.25     $ 0.20     $ 0.53  
    Diluted $ 0.12     $ 0.08     $ 0.25     $ 0.20     $ 0.52  
                       
    Non-GAAP net income per share:                  
    Basic $ 0.28     $ 0.23     $ 0.35     $ 0.51     $ 0.54  
    Diluted $ 0.27     $ 0.23     $ 0.35     $ 0.50     $ 0.53  
                       
    GAAP net cash provided by operating activities $ 18,893     $ 23,539     $ 21,878     $ 42,432     $ 54,890  
    Adjustments:                  
    Sale of business and acquisition related payments in working capital   168       1,221       630       1,389       677  
    Cash paid for interest   95       92       101       187       201  
    Capital expenditures   (66,256 )     (18,584 )     (8,398 )     (84,840 )     (21,834 )
    Free cash flow $ (47,100 )   $ 6,268     $ 14,211     $ (40,832 )   $ 33,934  
                       
    GAAP net cash used in investing activities $ (78,553 )   $ (84,660 )   $ (6,140 )   $ (163,213 )   $ (9,960 )
    GAAP net cash used in financing activities $ (4,214 )   $ (2,964 )   $ (4,934 )   $ (7,178 )   $ (19,426 )
                                           
    FORMFACTOR, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (In thousands)
    (Unaudited)
     
      Six Months Ended
      June 28,
    2025
      June 29,
    2024
    Cash flows from operating activities:      
    Net income $ 15,487     $ 41,173  
    Selected adjustments to reconcile net income to net cash provided by operating activities:      
    Depreciation   17,051       14,563  
    Amortization   1,339       1,280  
    Stock-based compensation expense   19,187       20,614  
    Provision for excess and obsolete inventories   6,695       6,277  
    Loss from equity investment   3,484        
    Gain on sale of business and assets   (103 )     (20,581 )
    Non-cash restructuring charges   2,160        
    Other activity impacting operating cash flows   (22,868 )     (8,436 )
    Net cash provided by operating activities   42,432       54,890  
    Cash flows from investing activities:      
    Acquisition of property, plant and equipment   (84,840 )     (21,834 )
    Proceeds from sale of business and assets   103       21,585  
    Purchase of equity investment   (67,156 )      
    Purchases of marketable securities, net   (11,320 )     (9,711 )
    Net cash used in investing activities   (163,213 )     (9,960 )
    Cash flows from financing activities:      
    Purchase of common stock through stock repurchase program, including excise tax paid   (24,586 )     (20,271 )
    Proceeds from issuances of common stock   21,576       4,948  
    Principal repayments on term loans   (549 )     (534 )
    Tax withholdings related to net share settlements of equity awards   (3,619 )     (3,569 )
    Net cash used in financing activities   (7,178 )     (19,426 )
    Effect of exchange rate changes on cash, cash equivalents and restricted cash   1,658       (2,826 )
    Net increase (decrease) in cash, cash equivalents and restricted cash   (126,301 )     22,678  
    Cash, cash equivalents and restricted cash, beginning of period   197,206       181,273  
    Cash, cash equivalents and restricted cash, end of period $ 70,905     $ 203,951  
                   
    FORMFACTOR, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (In thousands)
    (Unaudited)
     
      June 28,
    2025
      December 28,
    2024
    ASSETS      
    Current assets:      
    Cash and cash equivalents $ 67,380     $ 190,728  
    Marketable securities   181,949       169,295  
    Accounts receivable, net of allowance for credit losses   115,199       104,294  
    Inventories, net   110,789       101,676  
    Restricted cash   1,061       3,746  
    Prepaid expenses and other current assets   48,884       35,389  
    Total current assets   525,262       605,128  
    Restricted cash   2,464       2,732  
    Operating lease, right-of-use-assets   19,475       22,579  
    Property, plant and equipment, net of accumulated depreciation   259,288       210,230  
    Equity investment   67,264        
    Goodwill   200,858       199,171  
    Intangibles, net   9,017       10,355  
    Deferred tax assets   94,795       92,012  
    Other assets   3,185       4,008  
    Total assets $ 1,181,608     $ 1,146,215  
           
    LIABILITIES AND STOCKHOLDERS’ EQUITY      
    Current liabilities:      
    Accounts payable $ 59,932     $ 62,287  
    Accrued liabilities   38,545       43,742  
    Current portion of term loan, net of unamortized issuance costs   1,121       1,106  
    Deferred revenue   16,450       15,847  
    Operating lease liabilities   7,919       8,363  
    Total current liabilities   123,967       131,345  
    Term loan, less current portion, net of unamortized issuance costs   11,644       12,208  
    Long-term operating lease liabilities   15,231       17,550  
    Deferred grant   18,000       18,000  
    Other liabilities   22,743       19,344  
    Total liabilities   191,585       198,447  
           
    Stockholders’ equity:      
    Common stock   77       77  
    Additional paid-in capital   850,064       837,586  
    Accumulated other comprehensive income (loss)   3,450       (10,840 )
    Accumulated income   136,432       120,945  
    Total stockholders’ equity   990,023       947,768  
    Total liabilities and stockholders’ equity $ 1,181,608     $ 1,146,215  
                   

    About our Non-GAAP Financial Measures:

    We believe that the presentation of non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income and free cash flow provides supplemental information that is important to understanding financial and business trends and other factors relating to our financial condition and results of operations. Non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, and non-GAAP operating income are among the primary indicators used by management as a basis for planning and forecasting future periods, and by management and our board of directors to determine whether our operating performance has met certain targets and thresholds. Management uses non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, and non-GAAP operating income when evaluating operating performance because it believes that the exclusion of the items indicated herein, for which the amounts or timing may vary significantly depending upon our activities and other factors, facilitates comparability of our operating performance from period to period. We use free cash flow to conduct and evaluate our business as an additional way of viewing our liquidity that, when viewed with our GAAP results, provides a more complete understanding of factors and trends affecting our cash flows. Many investors also prefer to track free cash flow, as opposed to only GAAP earnings. Free cash flow has limitations due to the fact that it does not represent the residual cash flow available for discretionary expenditures, and therefore it is important to view free cash flow as a complement to our entire consolidated statements of cash flows. We have chosen to provide this non-GAAP information to investors so they can analyze our operating results closer to the way that management does, and use this information in their assessment of our business and the valuation of our Company. We compute non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, and non-GAAP operating income, by adjusting GAAP net income, GAAP net income per basic and diluted share, GAAP gross profit, GAAP gross margin, GAAP operating expenses, and GAAP operating income to remove the impact of certain items and the tax effect, if applicable, of those adjustments. These non-GAAP measures are not in accordance with, or an alternative to, GAAP, and may be materially different from other non-GAAP measures, including similarly titled non-GAAP measures used by other companies. The presentation of this additional information should not be considered in isolation from, as a substitute for, or superior to, net income, net income per basic and diluted share, gross profit, gross margin, operating expenses, or operating income in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect certain items that may have a material impact upon our reported financial results. We may expect to continue to incur expenses of a nature similar to the non-GAAP adjustments described above, and exclusion of these items from our non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, and non-GAAP operating income should not be construed as an inference that these costs are unusual, infrequent or non-recurring. For more information on the non-GAAP adjustments, please see the table captioned “Non-GAAP Financial Measure Reconciliations” included in this press release.

    Investor Contact:
    Stan Finkelstein
    Investor Relations
    (925) 290-4273
    ir@formfactor.com

    Source: FormFactor, Inc.
    FORM-F

    The MIL Network

  • MIL-OSI: Eos Energy Enterprises Delivers Record Quarterly Revenue Nearly Equivalent to Full Year 2024, Reports Second Quarter 2025 Financial Results and Reaffirms 2025 Revenue Outlook

    Source: GlobeNewswire (MIL-OSI)

    • $15.2 million revenue, highest in Company history and nearly equivalent to full year 2024
    • Z3 customer system performance, averaging nearly 88% RTE across multiple cycles and peaking at 89.5% on its highest individual cycle
    • Closed $336 million in concurrent offerings of common stock and convertible senior notes, strengthening the Company’s balance sheet and creating enhanced financial flexibility
    • Received $22.7 million for its second loan advance from the Department of Energy’s (DOE) Loan Programs Office, totaling $91 million in funding since November 2024 loan closing
    • Extended its 26.5% convertible senior notes maturity to September 30, 2034, and reduced interest rate from 26.5% to 7.0%, beginning on June 30, 2026
    • $18.8 billion commercial pipeline increased $3.2 billion vs. prior quarter led by over 10 GWh submitted to the UK Cap & Floor scheme, 15% sequential growth in 8-hour plus duration projects
    • Continuing capacity expansion: sub-assembly automation ramping in third quarter while second state-of-the-art manufacturing line on order
    • One Big Beautiful Bill Act (OBBBA) preserves manufacturing production tax credits with full stackability and transferability through 2029; Eos domestic content exceeds FEOC requirements for customer ITC
    • Reaffirms 2025 full year revenue guidance range of $150 million – $190 million

    EDISON, N.J., July 30, 2025 (GLOBE NEWSWIRE) — Eos Energy Enterprises, Inc. (NASDAQ: EOSE) (“Eos” or the “Company”) is an American energy company and the leading innovator in designing, sourcing, manufacturing, and providing zinc-based battery energy storage systems (BESS) manufactured in the United States, today announced its financial results for the second quarter ended June 30, 2025.

    Second Quarter Highlights

    • Record quarterly revenue of $15.2 million, a 46% increase compared to the prior quarter and up 17x from the same period last year, driven by increased production volumes. Factory shipments increased 122% quarter-over-quarter, with 50% of the production volume delivered for a strategic customer project.   
    • Gross loss of $31.0 million, a 32-point margin improvement from the prior quarter, driven by increased production volumes and operational efficiencies partially offset by one-time lower than average selling prices.
    • Operating expenses totaled $32.9 million, a decrease from prior quarter excluding $5.4 million in one-time non-recurring items.
    • $222.9 million net loss attributable to shareholders driven by $151.8 million non-cash changes in fair value tied to mark-to-market adjustments related to the Company’s increased stock price as of June 30, 2025, loss recorded for the repurchase of the Company’s outstanding 2026 convertible notes, and loss recorded as part of the prepayment under the Delayed Draw Term Loan.
    • Adjusted EBITDA loss of $51.6 million, a 75-point margin improvement from prior quarter, driven by improved gross margins and operational leverage.
    • Total cash of $183.2 million, including restricted cash, as of June 30, 2025.
    • Commercial opportunity pipeline of $18.8 billion, an increase of 21% compared to prior quarter and 37% compared to June 30, 2024, with a $672.5 million orders backlog.

    “The team delivered our strongest operational quarter to date – production scaled rapidly prior to subassembly fully coming online, revenue nearly surpassed all of 2024, and Z3 customer field data has been outperforming its initial product specifications for round trip efficiency,” said Joe Mastrangelo, Eos Chief Executive Officer. “We’ve made significant progress in advancing our commercial pipeline, while improving our operating performance. We are continuing to expand our manufacturing capacity to provide our customers with the confidence in Eos’ ability to deliver large scale projects.”

    2025 Outlook

    • For the full year 2025, Eos continues to expect revenue between $150 million and $190 million. Less than two years ago, the Company initiated its manufacturing expansion plan. Last year, it successfully launched its first state-of-the-art manufacturing line with battery modules being produced every 10 seconds. To further increase capacity and drive cost reductions, Eos is now implementing subassembly automation which should more than double the throughput of the battery module line. Together, these two programs allow the Company to ramp production in the second half of 2025 to an annualized rate of 2 GWh per year.

    Recent Business Highlights

    Commercial Growth
    Macro-level trends are driving a secular shift in power demand, with industries such as artificial intelligence and data centers accelerating the need for resilient, scalable energy infrastructure. Meeting this demand will require a diverse mix of energy solutions, and Eos is well-positioned to be a key contributor to America’s energy independence. In the second quarter, the Company added $3.2 billion to its commercial pipeline, bringing the total to $18.8 billion, representing 77 GWh of energy storage capacity with approximately 20% of it being connected to the build out of data centers.

    Eos continues to advance three large Memorandum of Understanding (MOUs) totaling 6.2 GWh along with several emerging large-scale opportunities. Early in the quarter, Eos signed a 5 GWh MOU with Frontier Power, a leading UK developer of energy infrastructure. Since then, Frontier has submitted over 10 GWh of projects using Eos technology to the UK’s Cap and Floor scheme — more than double the original commitment — highlighting strong UK demand for 8-hour plus storage.

    More than half of Eos’ pipeline is now stand-alone energy storage projects as system operators increasingly look for solutions that manage grid volatility, ease congestion, and minimize curtailment across all types of power generating assets. Crucially, stand-alone storage remains fully eligible under Section 48E of the Investment Tax Credit (ITC) under the OBBBA. With over 90% domestic content, Eos is strongly positioned to meet evolving Foreign Entity of Concern (FEOC) requirements offering customers both energy security and the ability to maximize domestic energy incentives.

    Enhanced Liquidity to Accelerate Growth
    During the quarter, Eos executed and closed $336 million in concurrent offerings of common stock and convertible senior notes. The offerings were significantly oversubscribed, demonstrating strong investor confidence in Eos’ growth potential and progress against its strategic plan. These transformative transactions mark a critical inflection point that unlock the financial flexibility required to scale operations and meet long duration energy storage demand.

    The offerings also allowed the Company to restructure key portions of its debt, materially lowering its cost of capital while strengthening its balance sheet, with the overall transaction resulting in approximately $400 million in savings over the prior terms of the Company’s debt.

    Post quarter end, the Company also extended the maturity of its 26.5% convertible senior notes to September 30, 2034, and reduced the interest rate from 26.5% to 7.0% beginning on June 30, 2026. At the same time, an affiliate of Cerberus Capital Management, L.P. (“Cerberus”) granted a no-penalty extension until and through October 31, 2025, for the Company to achieve the last cash receipt milestone under its Delayed Draw Term Loan. This is the last outstanding performance milestone under the Delayed Draw Term Loan facility.

    Earnings Conference Call and Webcast
    Eos will host a conference call to discuss its second quarter 2025 results on July 31, 2025, at 8:30 a.m. ET. The live webcast of the earnings call will be available on the “Investor Relations” page of the Company’s website at Eos Investors or may be accessed using this link (registration link). To avoid delays, we encourage participants to join the conference call fifteen minutes ahead of the scheduled start time.

    The conference call will be available via webcast through Eos’ investor relations website for twelve months following the live presentation. The webcast replay will be available from approximately 11:30 a.m. ET on July 31, 2025, and can be accessed by visiting Eos Investors.

    About Eos Energy Enterprises

    Eos is accelerating the shift to American energy independence with positively ingenious solutions that transform how the world stores power. The Company’s BESS features the innovative Znyth™ technology, a proven chemistry with readily available non-precious earth components, that is the pre-eminent safe, non-flammable, secure, stable, and scalable alternative to conventional lithium-ion technology. The Company’s BESS is ideal for utility-scale, microgrid, commercial, and industrial long-duration energy storage applications (i.e., 4 to 16+ hours), and provides customers with significant operational flexibility to effectively address current and future increased grid demand and complexity. For more information about Eos (NASDAQ: EOSE), visit eose.com.

    Forward Looking Statements

    Except for the historical information contained herein, the matters set forth in this press release are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding our expected revenue, for the fiscal years December 31, 2025, our path to profitability and strategic outlook, statements regarding orders backlog and opportunity pipeline, statements regarding our expectation that we can continue to increase product volume on our state-of-the-art manufacturing line, statements regarding our future expansion and its impact on our ability to scale up operations, statements regarding our expectation that we can continue to strengthen our overall supply chain, statements regarding our expectation that our new comprehensive insurance program will provide increased operational and economic certainty, statements that refer to the delayed draw term loan with Cerberus, milestones thereunder and the anticipated use of proceeds, statements that refer to outlook, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are based on our management’s beliefs, as well as assumptions made by, and the information currently available to, them. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected.

    Factors which may cause actual results to differ materially from current expectations include, but are not limited to: changes adversely affecting the business in which we are engaged; our ability to forecast trends accurately; our ability to generate cash, service indebtedness and incur additional indebtedness; our ability to achieve the operational milestones on the delayed draw term loan; our ability to raise financing in the future; risks associated with the credit agreement with Cerberus, including risks of default, dilution of outstanding Common Stock, consequences for failure to meet milestones and contractual lockup of shares; our customers’ ability to secure project financing; the amount of final tax credits available to our customers or to Eos pursuant to the Inflation Reduction Act; the timing and availability of future funding under the Department of Energy Loan Facility; our ability to continue to develop efficient manufacturing processes to scale and to forecast related costs and efficiencies accurately; fluctuations in our revenue and operating results; competition from existing or new competitors; our ability to convert firm order backlog and pipeline to revenue; risks associated with security breaches in our information technology systems; risks related to legal proceedings or claims; risks associated with evolving energy policies in the United States and other countries and the potential costs of regulatory compliance; risks associated with changes to the U.S. trade environment; our ability to maintain the listing of our shares of common stock on NASDAQ; our ability to grow our business and manage growth profitably, maintain relationships with customers and suppliers and retain our management and key employees; risks related to the adverse changes in general economic conditions, including inflationary pressures and increased interest rates; risk from supply chain disruptions and other impacts of geopolitical conflict; changes in applicable laws or regulations; the possibility that Eos may be adversely affected by other economic, business, and/or competitive factors; other factors beyond our control; risks related to adverse changes in general economic conditions; and other risks and uncertainties.

    The forward-looking statements contained in this press release are also subject to additional risks, uncertainties, and factors, including those more fully described in the Company’s most recent filings with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Further information on potential risks that could affect actual results will be included in the subsequent periodic and current reports and other filings that the Company makes with the Securities and Exchange Commission from time to time. Moreover, the Company operates in a very competitive and rapidly changing environment, and new risks and uncertainties may emerge that could have an impact 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, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise

    Key Metrics

    Backlog. Our backlog represents the amount of revenue that we expect to realize from existing agreements with our customers for the sale of our battery energy storage systems and performance of services. The backlog is calculated by adding new orders in the current fiscal period to the backlog as of the end of the prior fiscal period and then subtracting the shipments in the current fiscal period. If the amount of an order is modified or cancelled, we adjust orders in the current period and our backlog accordingly, but do not retroactively adjust previously published backlogs. There is no comparable US-GAAP financial measure for backlog. We believe that the backlog is a useful indicator regarding the future revenue of our Company.

    Pipeline. Our pipeline represents projects for which we have submitted technical proposals or non-binding quotes plus letters of intent (“LOI”) or firm commitments from customers. Pipeline does not include lead generation projects.

    Booked Orders. Booked orders are orders where we have legally binding agreements with a Purchase Order (“PO”), or Master Supply Agreement (“MSA”) executed by both parties.

    Non-GAAP Financial Measures

    To provide investors with additional information regarding our financial results, we have disclosed in this earnings release non-GAAP financial measures, including adjusted EBITDA and adjusted EPS, which are non-GAAP financial measures as defined under the rules of the SEC. These non-GAAP financial measures should be considered supplemental to, not a substitute for, or superior to, the financial measures of the Company’s calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company believes adjusted EBITDA, and adjusted EPS are useful measures in evaluating its financial and operational performance distinct and apart from financing costs, certain non-cash expenses and non-operational expenses.

    We believe that non-GAAP financial information, when taken collectively may be helpful to our investors in assessing its operating performance. There are a number of limitations related to the use of these non-GAAP financial measures and their nearest GAAP equivalents. For example, the Company’s definitions of non-GAAP financial measures may differ from non-GAAP financial measures used by other companies. Below is a description of the non-GAAP financial information included herein as well as reconciliations to the most directly comparable GAAP measure. You should review the reconciliations below but not rely on any single financial measure to evaluate our business.

    Adjusted EBITDA is defined as earnings (net loss) attributable to Eos adjusted for interest expense, income tax, depreciation and amortization, non-cash stock-based compensation expense, change in fair value of debt and derivatives, debt extinguishment, and other non-cash or non-recurring items as determined by management which it does not believe to be indicative of its underlying business trends. Adjusted EPS is defined as GAAP net loss per common share as adjusted for non-cash stock-based compensation expense change in fair value of debt and derivatives and debt extinguishment per common share.

    EOS ENERGY ENTERPRISES, INC.
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
    (In thousands, except share and per share amounts)
        Three Months Ended June 30,   Six Months Ended June 30,
          2025       2024       2025       2024  
    Revenue   $ 15,236     $ 898     $ 25,693     $ 7,499  
    Cost of goods sold     46,189       14,121       81,185       42,350  
    Gross profit (loss)     (30,953 )     (13,223 )     (55,492 )     (34,851 )
    Operating expenses                
    Research and development expenses     7,201       4,250       14,038       9,450  
    Selling, general and administrative expenses     25,488       11,293       46,483       25,535  
    Loss from write-down of property, plant and equipment     205       271       766       336  
    Total operating expenses     32,894       15,814       61,287       35,321  
    Operating Loss     (63,847 )     (29,037 )     (116,779 )     (70,172 )
    Other (expense) income                
    Interest expense, net     (2,129 )     (3,515 )     (2,293 )     (7,782 )
    Interest expense – related party     (4,510 )     (4,912 )     (10,291 )     (9,763 )
    Change in fair value of debt – related party     31,615       (240 )     25,682       (240 )
    Change in fair value of warrants     (57,936 )     (7,941 )     (12,011 )     (5,041 )
    Change in fair value of derivatives – related parties     (76,455 )     (47,727 )     (41,869 )     (47,193 )
    (Loss) gain on debt extinguishment     (49,063 )     68,478       (49,063 )     68,478  
    Other expense     (606 )     (3,270 )     (1,166 )     (3,134 )
    Loss before income taxes   $ (222,931 )   $ (28,164 )   $ (207,790 )   $ (74,847 )
    Income tax expense     6       8       11       33  
    Net Loss attributable to shareholders   $ (222,937 )   $ (28,172 )   $ (207,801 )   $ (74,880 )
    Remeasurement of Preferred Stock – related party     (21,385 )     (23,671 )     58,612       (23,671 )
    Down round deemed dividend     (4,456 )           (4,456 )      
    Net Loss attributable to common shareholders   $ (248,778 )   $ (51,843 )   $ (153,645 )   $ (98,551 )
    Other Comprehensive Loss                
    Change in fair value of debt – credit risk – related party   $ (6,224 )   $     $ (6,224 )   $  
    Foreign currency translation adjustment     14       1       21       (4 )
    Comprehensive Loss attributable to common shareholders   $ (254,988 )   $ (51,842 )   $ (159,848 )   $ (98,555 )
                     
    Basic and diluted Loss per share attributable to common shareholders
    Basic   $ (1.05 )   $ (0.25 )   $ (0.66 )   $ (0.48 )
    Diluted   $ (1.05 )   $ (0.25 )   $ (0.66 )   $ (0.48 )
                     
    Weighted average shares of common stock                
    Basic     237,741,328       211,137,189       231,616,540       206,225,126  
    Diluted     237,741,328       211,137,189       231,616,540       206,225,126  
                                     
    EOS ENERGY ENTERPRISES, INC.
    UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
    (In thousands, except share and per share amounts)
      June 30,
    2025
      December 31,
    2024
    Balance sheet data      
    Cash and cash equivalents $ 120,225     $ 74,292  
    Other current assets $ 112,052     $ 105,620  
    Property, plant and equipment, net $ 75,533     $ 45,660  
    Other assets $ 53,185     $ 34,746  
    Total assets $ 360,995     $ 260,318  
    Total liabilities $ 931,693     $ 842,085  
    Mezzanine equity – preferred stock $ 532,269     $ 488,696  
    Total deficit $ (1,102,967 )   $ (1,070,463 )
                   
    EOS ENERGY ENTERPRISES, INC.
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (In thousands, except share and per share amounts)
      Six Months Ended
    June 30,
        2025       2024  
    Net cash used in operating activities $ (95,046 )   $ (66,807 )
    Net cash used in investing activities   (11,959 )     (10,299 )
    Net cash provided by financing activities   186,820       50,024  
    Effect of exchange rate changes on cash, cash equivalents and restricted cash   (2 )     (6 )
    Net increase (decrease) in cash, cash equivalents and restricted cash   79,813       (27,088 )
    Cash, cash equivalents and restricted cash, beginning of the period   103,362       84,667  
    Cash, cash equivalents and restricted cash, end of the period $ 183,175     $ 57,579  
                   
    EOS ENERGY ENTERPRISES, INC.
    UNAUDITED RECONCILIATION OF NET LOSS TO EBITDA LOSS AND ADJUSTED EBITDA LOSS
    (In thousands)
      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
        2025       2024       2025       2024  
    Net loss $ (222,937 )   $ (28,172 )   $ (207,801 )   $ (74,880 )
    add: Interest expense   6,639       8,427       12,584       17,545  
    add: Income tax expense   6       8       11       33  
    add: Depreciation and amortization   2,935       1,371       5,615       2,568  
    EBITDA loss   (213,357 )     (18,366 )     (189,591 )     (54,734 )
    add: Stock based compensation   7,127       1,857       14,701       4,798  
    add: Change in fair value of derivatives   134,390       55,668       53,880       52,234  
    (deduct) add: Change in fair value of debt   (31,615 )     240       (25,682 )     240  
    add (deduct): (Gain) loss on debt extinguishment   49,063       (68,478 )     49,063       (68,478 )
    add: Other non-cash or non-recurring   2,766             2,766        
    Adjusted EBITDA loss $ (51,626 )   $ (29,079 )   $ (94,863 )   $ (65,940 )
                                   
    EOS ENERGY ENTERPRISES, INC.
    UNAUDITED RECONCILIATION OF NET LOSS TO ADJUSTED NET LOSS PER SHARE
    (In thousands)
      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
        2025       2024       2025       2024  
    Net loss attributable to common shareholders $ (248,778 )   $ (51,843 )   $ (153,645 )   $ (98,551 )
    add: Stock based compensation   7,127       1,857       14,701       4,798  
    add: Change in fair value of derivatives   134,390       55,668       53,880       52,234  
    (deduct) add: Change in fair value of debt   (31,615 )     240       (25,682 )     240  
    add (deduct): (Gain) loss on debt extinguishment   49,063       (68,478 )     49,063       (68,478 )
    add: Other non-cash or non-recurring   2,766             2,766        
    Adjusted net loss attributable to common shareholders $ (87,047 )   $ (62,556 )   $ (58,917 )   $ (109,757 )
                   
    Basic and diluted loss per share attributable to common shareholders        
    Basic $ (1.05 )   $ (0.25 )   $ (0.66 )   $ (0.48 )
    Diluted $ (1.05 )   $ (0.25 )   $ (0.66 )   $ (0.48 )
                   
    Basic and diluted adjusted loss per share attributable to common shareholders    
    Basic $ (0.37 )   $ (0.30 )   $ (0.25 )   $ (0.53 )
    Diluted $ (0.37 )   $ (0.30 )   $ (0.25 )   $ (0.53 )
                   
    Weighted average shares of common stock              
    Basic   237,741,328       211,137,189       231,616,540       206,225,126  
    Diluted   237,741,328       211,137,189       231,616,540       206,225,126  

    The MIL Network

  • MIL-OSI: Medallion Bank Reports 2025 Second Quarter Results and Declares Series G Preferred Stock Dividend

    Source: GlobeNewswire (MIL-OSI)

    SALT LAKE CITY, July 30, 2025 (GLOBE NEWSWIRE) — Medallion Bank (Nasdaq: MBNKO, the “Bank”), an FDIC-insured bank providing consumer loans for the purchase of recreational vehicles, boats, and home improvements, along with loan origination services to fintech strategic partners, announced today its results for the quarter ended June 30, 2025. The Bank is a wholly owned subsidiary of Medallion Financial Corp. (Nasdaq: MFIN).

    2025 Second Quarter Highlights

    • Net income of $17.3 million, compared to $15.0 million in the prior year quarter.
    • Net interest income of $53.9 million, compared to $50.2 million in the prior year quarter. Total non-interest income of $2.7 million, compared to $0.9 million in the prior year quarter.
    • Net interest margin of 8.54%, compared to 8.55% in the prior year quarter.
    • Total provision for credit losses was $18.7 million, compared to $18.2 million in the prior year quarter.
    • Annualized net charge-offs were 2.66% of average loans outstanding, compared to 2.31% in the prior year quarter.
    • Annualized return on assets and return on equity were 2.75% and 16.11%, respectively, compared to 2.57% and 16.77%, respectively, for the prior year period.
    • The total loan portfolio grew 1% from June 30, 2024 to $2.3 billion as of June 30, 2025.
    • Closed a public offering of 3,100,000 shares of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G, par value $1.00 per share, with a liquidation amount of $25 per share and an aggregate liquidation amount of $77.5 million.
    • Total assets were $2.6 billion and the Tier 1 leverage ratio was 19.3% at June 30, 2025. The Series F preferred stock, which was redeemed on July 1, 2025, contributed 171 basis points to the Tier 1 leverage ratio as of June 30, 2025.

    Donald Poulton, President and Chief Executive Officer of Medallion Bank, stated, “Earnings grew to $17.3 million in the second quarter, but the highlight for the quarter was secondary and capital market activity. As previously reported, we completed an initial sale of recreation loans, then completed a $77.5 million Series G preferred stock offering and announced the redemption of $46 million of our Series F preferred securities.

    While demand for both recreation and home improvement loans recovered slightly from the first quarter, overall volumes remained moderate. Strategic partnership volumes continued to grow, reaching $169 million in the second quarter, 24% higher than the first quarter’s $136 million. Charge-offs were up from the prior year quarter and delinquency fell consistent with our seasonal pattern. Notably, the delinquency rate in our home improvement loan portfolio is now at its lowest level since the second quarter of 2023. We are pleased with our second quarter results and believe the added capital establishes a solid foundation for the rest of 2025 and beyond.”

    Recreation Lending Segment

    • Excluding loans held for sale, the Bank’s recreation loan portfolio size fell 0.8% to $1.486 billion as of June 30, 2025, compared to $1.497 billion at June 30, 2024. Loan originations were $142.8 million, compared to $209.6 million in the prior year quarter.
    • On April 30, 2025, the Bank closed a sale of $52.8 million in recreation loans held for sale. The total proceeds received, which included the principal amount outstanding, a purchase premium and accrued but unpaid interest, were $55.9 million.
    • Recreation loans were 65% of loans receivable as of June 30, 2025, compared to 66% at June 30, 2024.
    • Net interest income was $39.8 million, compared to $37.6 million in the prior year quarter.
    • Delinquencies 30 days or more past due were $65.7 million, or 4.42%, of recreation loans as of June 30, 2025, compared to $54.3 million, or 3.63%, at June 30, 2024.
    • Annualized net charge-offs were 3.25% of average recreation loans outstanding, compared to 2.99% in the prior year quarter.
    • The provision for recreation credit losses was $15.3 million and the allowance for credit losses was 5.05% of the outstanding balance, compared to $15.8 million and 4.35% of the outstanding balance in the prior year quarter.

    Home Improvement Lending Segment

    • The Bank’s home improvement loan portfolio grew 4% to $803.5 million as of June 30, 2025, compared to $773.2 million at June 30, 2024. Loan originations were $54.3 million, compared to $68.0 million in the prior year quarter.
    • Home improvement loans were 35% of loans receivable as of June 30, 2025, compared to 34% at June 30, 2024.
    • Net interest income was $13.6 million, compared to $12.1 million in the prior year quarter.
    • Delinquencies 30 days or more past due were $6.9 million, or 0.86%, of home improvement loans as of June 30, 2025, essentially unchanged from $6.9 million, or 0.90%, at June 30, 2024.
    • Annualized net charge-offs were 1.87% of average home improvement loans outstanding, compared to 1.49% in the prior year quarter.
    • The provision for home improvement credit losses was $3.9 million and the allowance for credit losses was 2.54% of the outstanding balance, compared to $3.3 million and 2.38% of the outstanding balance in the prior year quarter.

    Series F Preferred Stock Dividend

    The Series F Preferred Stock was fully redeemed on July 1, 2025, and no further dividends will be paid.

    Series G Preferred Stock Dividend

    On July 24, 2025, the Bank’s Board of Directors declared a quarterly cash dividend of $0.80625 per share (calculated from date of issuance on May 22, 2025 through September 30, 2025) on the Bank’s Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G, which trades on the Nasdaq Capital Market under the ticker symbol “MBNKO.” The dividend is payable on October 1, 2025, to holders of record at the close of business on September 15, 2025.

    About Medallion Bank

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

    For more information, visit www.medallionbank.com

    Please note that this press release contains forward-looking statements that involve risks and uncertainties relating to business performance, cash flow, costs, sales (including loan sales), net investment income, earnings, returns and growth. These statements are often, but not always, made through the use of words or phrases such as “remains,” “anticipated,” “continue,” “expect,” “may,” “maintain,” “potential” or the negative versions of these words or other comparable words or phrases of a future or forward-looking nature. These statements may relate to our future earnings, returns, capital levels, sources of funding, growth prospects, asset quality and pursuit and execution of our strategy. Medallion Bank’s actual results may differ significantly from the results discussed in such forward-looking statements. For a description of certain risks to which Medallion Bank is or may be subject, please refer to the factors discussed under the captions “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” included in Medallion Bank’s Form 10-K for the year ended December 31, 2024, and in its Quarterly Reports on Form 10-Q, filed with the FDIC. Medallion Bank’s Form 10-K, Form 10-Qs and other FDIC filings are available in the Investor Relations section of Medallion Bank’s website. Medallion Bank’s financial results for any period are not necessarily indicative of Medallion Financial Corp.’s results for the same period.

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

    MEDALLION BANK
    STATEMENTS OF OPERATIONS
    (UNAUDITED)
      Three Months Ended June 30,   Six Months Ended June 30,
    (In thousands)   2025       2024       2025       2024  
    Interest income              
    Loan interest including fees $ 71,688     $ 65,213     $ 142,305     $ 126,637  
    Investments   1,824       1,546       3,041       3,090  
    Total interest income   73,512       66,759       145,346       129,727  
    Interest expense   19,608       16,524       39,225       31,277  
    Net interest income   53,904       50,235       106,121       98,450  
    Provision for credit losses   18,697       18,190       37,735       35,192  
    Net interest income after provision for credit losses   35,207       32,045       68,386       63,258  
    Strategic partnership fees   787       480       1,472       806  
    Gain on sale of loans   1,304             1,304        
    Other non-interest income   603       389       1,599       665  
    Total non-interest income   2,694       869       4,375       1,471  
    Non-interest expense              
    Salaries and benefits   5,297       4,953       10,645       9,937  
    Loan servicing   3,293       3,049       6,447       5,916  
    Collection costs   1,697       1,569       3,189       2,974  
    Regulatory fees   1,109       888       1,930       1,865  
    Professional fees   592       385       1,202       817  
    Information technology   324       273       646       541  
    Occupancy and equipment   724       226       1,451       433  
    Other   1,093       1,059       2,003       1,809  
    Total non-interest expense   14,129       12,402       27,513       24,292  
    Income before income taxes   23,772       20,512       45,248       40,437  
    Provision for income taxes   6,468       5,476       12,305       10,922  
    Net income $ 17,304     $ 15,036     $ 32,943     $ 29,515  
    Less: Preferred stock dividends   2,598       1,512       4,110       3,024  
    Net income attributable to common shareholder $ 14,706     $ 13,524     $ 28,833     $ 26,491  
    MEDALLION BANK
    BALANCE SHEETS
      (UNAUDITED)       (UNAUDITED)
    (In thousands) June 30, 2025   December 31, 2024   June 30, 2024
    Assets          
    Cash and federal funds sold $ 117,345     $ 126,196     $ 119,457  
    Investment securities, available-for-sale   61,529       54,805       55,830  
    Loans held for sale, at the lower of amortized cost or fair value   72,490       128,226        
               
    Loan receivables, inclusive of net deferred loan acquisition cost and fees   2,289,583       2,249,614       2,274,740  
    Allowance for credit losses   (95,462 )     (91,638 )     (84,213 )
    Loans, net   2,194,121       2,157,976       2,190,527  
    Loan collateral in process of foreclosure   3,414       3,326       3,103  
    Fixed assets and right-of-use lease assets, net   7,972       9,126       8,850  
    Deferred tax assets   14,647       14,036       12,866  
    Accrued interest receivable   15,124       15,083       13,203  
    Other assets   85,417       40,325       39,556  
    Total assets         $ 2,572,059     $ 2,549,099     $ 2,443,392  
    Liabilities and Shareholders’ Equity          
    Liabilities          
    Deposits $ 2,009,176     $ 2,090,071     $ 2,006,782  
    Short-term borrowings   40,000       35,000       25,000  
    Accrued interest payable   3,065       5,586       5,281  
    Income tax payable (1)   26,734       17,951       21,127  
    Other liabilities   18,406       17,204       17,983  
    Due to affiliates   1,037       910       983  
    Total liabilities           2,098,418       2,166,722       2,077,156  
    Shareholders’ Equity          
    Series E preferred stock           26,303       26,303       26,303  
    Series F preferred stock   42,485       42,485       42,485  
    Series G preferred stock   73,126              
    Common stock   1,000       1,000       1,000  
    Additional paid in capital   77,500       77,500       77,500  
    Accumulated other comprehensive loss, net of tax   (3,931 )     (4,480 )     (4,578 )
    Retained earnings   257,158       239,569       223,526  
    Total shareholders’ equity   473,641       382,377       366,236  
    Total liabilities and shareholders’ equity $ 2,572,059     $ 2,549,099     $ 2,443,392  
    (1)      The majority of income tax payable is payable to Medallion Financial Corp.

    The MIL Network

  • MIL-OSI: Climb Global Solutions Reports Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    EATONTOWN, N.J., July 30, 2025 (GLOBE NEWSWIRE) — Climb Global Solutions, Inc. (NASDAQ:CLMB) (“Climb” or the “Company”), a value-added global IT channel company providing unique sales and distribution solutions for innovative technology vendors, is reporting results for the second quarter ended June 30, 2025.

    Second Quarter 2025 Summary vs. Same Year-Ago Quarter

    • Net sales increased 73% to $159.3 million.
    • Net income increased 74% to $6.0 million or $1.30 per diluted share.
    • Adjusted net income (a non-GAAP financial measure defined below) increased 68% to $6.4 million or $1.39 per diluted share.
    • Adjusted EBITDA (a non-GAAP financial measure defined below) increased 64% to $11.4 million.
    • Gross billings (a key operational metric defined below) increased 39% to $500.6 million. Distribution segment gross billings increased 40% to $477.0 million, and Solutions segment gross billings increased 19% to $23.5 million.

    Management Commentary

    “We continued to execute on our core initiatives in Q2, resulting in another period of exceptional performance with material increases across all key financial metrics,” said CEO Dale Foster. “During the quarter, we generated double-digit organic growth by strengthening relationships with key customers, bolstering our line card with new, innovative vendors, and growing our market share in both the U.S. and Europe. We also benefited from the incremental contribution and seasonal strength of Douglas Stewart Software & Services, LLC (“DSS”), which typically sees higher demand from education customers as they ramp ahead of the next school year.

    “Looking ahead, we will continue to build on the momentum established in the first half of the year, with a clear focus on driving sustainable growth and operational execution. With our ERP system now fully implemented, we expect to capture operational efficiencies that will enhance scalability and drive operating leverage across our global platform. We also remain focused on identifying strategic acquisition opportunities that can enhance our capabilities and complement our existing footprint. These initiatives, coupled with our robust balance sheet and demonstrated track record of success, will enable us to deliver on both our organic and inorganic growth objectives in 2025 and beyond.”

    Dividend

    Subsequent to quarter end, on July 29, 2025, Climb’s Board of Directors declared a quarterly dividend of $0.17 per share of its common stock payable on August 15, 2025, to shareholders of record on August 11, 2025.

    Second Quarter 2025 Financial Results

    Net sales in the second quarter of 2025 increased 73% to $159.3 million compared to $92.1 million for the same period in 2024. This reflects double digit organic growth from new and existing vendors, as well as contribution from the Company’s acquisition of DSS on July 31, 2024. In addition, gross billings in the second quarter of 2025 increased 39% to $500.6 million compared to $359.8 million in the year-ago period.

    Gross profit in the second quarter of 2025 increased 42% to $26.3 million compared to $18.6 million for the same period in 2024. The increase was driven by organic growth from new and existing vendors in both North America and Europe, as well as contribution from DSS.

    Selling, general, and administrative (“SG&A”) expenses in the second quarter of 2025 were $16.4 million compared to $13.0 million in the year-ago period. DSS represented $0.9 million of the increase. SG&A as a percentage of gross billings decreased to 3.3% for the second quarter of 2025 compared to 3.6% in the year-ago period.

    Net income in the second quarter of 2025 increased 74% to $6.0 million or $1.30 per diluted share, compared to $3.4 million or $0.75 per diluted share for the same period in 2024. Adjusted net income increased 68% to $6.4 million or $1.39 per diluted share, compared to $3.8 million or $0.83 per diluted share for the year-ago period.

    Adjusted EBITDA in the second quarter of 2025 increased 64% to $11.4 million compared to $6.9 million for the same period in 2024. The increase was primarily driven by organic growth from both new and existing vendors, as well as contribution from the Company’s acquisition of DSS. Effective margin, which is defined as adjusted EBITDA as a percentage of gross profit, increased 600 basis points to 43.3% compared to 37.3% for the same period in 2024.

    On June 30, 2025, cash and cash equivalents were $28.6 million compared to $29.8 million on December 31, 2024, while working capital increased by $12.2 million during this period. The decrease in cash was primarily attributed to the timing of receivable collections and payables. Climb had $0.5 million of outstanding debt on June 30, 2025, with no borrowings outstanding under its $50 million revolving credit facility.

    For more information on the non-GAAP financial measures discussed in this press release, please see the section titled, “Non-GAAP Financial Measures,” and the reconciliations of non-GAAP financial measures to their nearest comparable GAAP financial measures at the end of this press release.

    Conference Call

    The Company will conduct a conference call tomorrow, July 31, 2025, at 8:30 a.m. Eastern time to discuss its results for the second quarter ended June 30, 2025.

    Climb management will host the conference call, followed by a question-and-answer period.

    Date: Thursday, July 31, 2025
    Time: 8:30 a.m. Eastern time
    Toll-free dial-in number: (800) 225-9448
    International dial-in number: (203) 518-9708
    Conference ID: CLIMB
    Webcast: Climb’s Q2 2025 Conference Call

    If you have any difficulty registering or connecting with the conference call, please contact Elevate IR at (720) 330-2829.

    The conference call will also be available for replay on the investor relations section of the Company’s website at www.climbglobalsolutions.com.

    About Climb Global Solutions

    Climb Global Solutions, Inc. (NASDAQ:CLMB) is a value-added global IT distribution and solutions company specializing in emerging and innovative technologies. Climb operates across the U.S., Canada and Europe through multiple business units, including Climb Channel Solutions, Grey Matter and Climb Global Services. The Company provides IT distribution and solutions for companies in the Security, Data Management, Connectivity, Storage & HCI, Virtualization & Cloud, and Software & ALM industries.

    Additional information can be found by visiting www.climbglobalsolutions.com.

    Non-GAAP Financial Measures

    Climb Global Solutions uses non-GAAP financial measures, including adjusted net income and adjusted EBITDA, as supplemental measures of the performance of the Company’s business. Use of these financial measures has limitations, and you should not consider them in isolation or use them as substitutes for analysis of Climb’s financial results under generally accepted accounting principles in the United States of America (“U.S. GAAP”). The attached tables provide definitions of these measures and a reconciliation of each non-GAAP financial measure to the most nearly comparable measure under U.S. GAAP.

    Key Operational Metric

    Gross Billings

    Gross billings are the total dollar value of customer purchases of goods and services during the period, net of customer returns and credit memos, sales, or other taxes. Gross billings include the transaction values for certain sales transactions that are recognized on a net basis, and, therefore, includes amounts that will not be recognized as revenue. We use gross billings as an operational metric to assess the volume of transactions or market share for our business as well as to understand changes in our accounts receivable and accounts payable. We believe gross billings will aid investors in the same manner.

    Forward-Looking Statements

    The statements in this release, other than statements of historical fact, are “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 (the “Exchange Act”), and are intended to come within the safe harbor protection provided by those sections. These forward-looking statements are subject to certain risks and uncertainties. Many of the forward-looking statements may be identified by words such as ”look forward,” “believes,” “expects,” “intends,” “anticipates,” “plans,” “estimates,” “projects,” “forecasts,” “should,” “could,” “would,” “will,” “confident,” “may,” “can,” “potential,” “possible,” “proposed,” “in process,” “under construction,” “in development,” “opportunity,” “target,” “outlook,” “maintain,” “continue,” “goal,” “aim,” “commit,” or similar expressions, or when we discuss our priorities, strategy, goals, vision, mission, opportunities, projections, intentions or expectations. In this press release, the forward-looking statements relate to, among other things, declaring and reaffirming our strategic goals, future operating results, and the effects and potential benefits of the strategic acquisition on our business. Factors, among others, that could cause actual results and events to differ materially from those described in any forward-looking statements include, without limitation, our ability to recognize the anticipated benefits of the acquisition of Douglas Stewart Software & Services, LLC, the continued acceptance of the Company’s distribution channel by vendors and customers, the timely availability and acceptance of new products, product mix, market conditions, competitive pricing pressures, the successful integration of acquisitions, contribution of key vendor relationships and support programs, inflation, import and export tariffs, interest rate risk and impact thereof, as well as factors that affect the software industry in general. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described in the section entitled “Risk Factors” contained in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and from time to time in the Company’s filings with the Securities and Exchange Commission.

    Company Contact

    Matthew Sullivan
    Chief Financial Officer
    (732) 847-2451
    MatthewS@ClimbCS.com

    Investor Relations Contact

    Sean Mansouri, CFA or Aaron D’Souza
    Elevate IR
    (720) 330-2829
    CLMB@elevate-ir.com

             
    CLIMB GLOBAL SOLUTIONS, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED BALANCE SHEETS
      (Unaudited)
    (Amounts in thousands, except share and per share amounts)
             
        June 30,
    2025
      December 31,
    2024
             
    ASSETS
             
    Current assets      
      Cash and cash equivalents $ 28,587     $ 29,778  
      Accounts receivable, net of allowance for doubtful accounts of $693 and $588, respectively   289,083       341,597  
      Inventory, net   3,349       2,447  
      Prepaid expenses and other current assets   9,164       6,874  
    Total current assets   330,183       380,696  
             
    Equipment and leasehold improvements, net   13,626       12,853  
    Goodwill   37,270       34,924  
    Other intangibles, net   35,718       36,550  
    Right-of-use assets, net   1,509       1,965  
    Accounts receivable long-term, net   1,209       1,174  
    Other assets   649       824  
    Deferred income tax assets   527       193  
             
    Total assets $ 420,691     $ 469,179  
             
    LIABILITIES AND STOCKHOLDERS’ EQUITY
             
    Current liabilities      
      Accounts payable and accrued expenses $ 307,715     $ 370,397  
      Lease liability, current portion   727       654  
      Term loan, current portion   474       560  
    Total current liabilities   308,916       371,611  
             
      Lease liability, net of current portion   1,116       1,685  
      Deferred income tax liabilities   5,101       4,723  
      Term loan, net of current portion         191  
      Non-current liabilities   381       381  
             
    Total liabilities   315,514       378,591  
             
             
    Stockholders’ equity      
      Common stock, $.01 par value; 10,000,000 shares authorized, 5,284,500 shares      
      issued, and 4,617,206 and 4,601,302 shares outstanding, respectively   53       53  
      Additional paid-in capital   40,043       37,977  
      Treasury stock, at cost, 667,294 and 683,198 shares, respectively   (14,266 )     (13,337 )
      Retained earnings   76,904       68,787  
      Accumulated other comprehensive gain (loss)   2,443       (2,892 )
    Total stockholders’ equity   105,177       90,588  
    Total liabilities and stockholders’ equity $ 420,691     $ 469,179  
             
    CLIMB GLOBAL SOLUTIONS, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
    (Unaudited)
    (Amounts in thousands, except per share data)
                       
          Six months ended   Three months ended
          June 30,   June 30,
           2025     2024     2025     2024 
                       
    Net Sales   $ 297,328     $ 184,498     $ 159,284     $ 92,076  
                       
    Cost of sales     247,624       148,921       132,976       73,518  
                       
    Gross profit     49,704       35,577       26,308       18,558  
                       
                       
    Selling, general and administrative expenses     33,112       25,496       16,357       12,974  
    Depreciation & amortization expense     3,720       1,736       1,982       865  
    Acquisition related costs     139       592       13       469  
    Total selling, general and administrative expenses     36,971       27,824       18,352       14,308  
                       
    Income from operations     12,733       7,753       7,956       4,250  
                       
    Interest, net     337       557       151       354  
    Foreign currency transaction loss     (567 )     (246 )     14       (162 )
    Change in fair value of acquisition contingent consideration   (515 )           (379 )      
    Income before provision for income taxes     11,988       8,064       7,742       4,442  
    Provision for income taxes     2,338       1,903       1,774       1,012  
                       
    Net income   $ 9,650     $ 6,161     $ 5,968     $ 3,430  
                       
    Income per common share – Basic   $ 2.11     $ 1.35     $ 1.30     $ 0.75  
    Income per common share – Diluted   $ 2.11     $ 1.35     $ 1.30     $ 0.75  
                       
    Weighted average common shares outstanding – Basic     4,509       4,449       4,521       4,461  
    Weighted average common shares outstanding – Diluted     4,509       4,449       4,521       4,461  
                       
    Dividends paid per common share   $ 0.34     $ 0.34     $ 0.17     $ 0.17  
                       
              
    Reconciliation of GAAP and Non-GAAP Financial Measures (unaudited)            
    (Amounts in thousands, except per share data)                
                       
      The table below presents net income reconciled to adjusted EBITDA (Non-GAAP) (1):
                       
          Six months ended   Three months ended
          June 30,   June 30,   June 30,   June 30,
           2025     2024     2025     2024 
                       
    Net income   $ 9,650     $ 6,161     $ 5,968     $ 3,430  
      Provision for income taxes     2,338       1,903       1,774       1,012  
      Depreciation and amortization     3,720       1,736       1,982       865  
      Interest expense     159       161       90       60  
    EBITDA     15,867       9,961       9,814       5,367  
      Share-based compensation     2,496       1,906       1,173       1,084  
      Acquisition related costs     139       592       13       469  
      Change in fair value of acquisition contingent consideration   515             379        
    Adjusted EBITDA   $ 19,017     $ 12,459     $ 11,379     $ 6,920  
                       
                       
          Six months ended   Three months ended
          June 30,   June 30,   June 30,   June 30,
    Components of interest, net    2025     2024     2025     2024 
                       
      Amortization of discount on accounts receivable with extended payment terms   $ (23 )   $ (17 )   $ (11 )   $ (11 )
      Interest income     (473 )     (701 )     (230 )     (403 )
      Interest expense     159       161       90       60  
    Interest, net   $ (337 )   $ (557 )   $ (151 )   $ (354 )
                       
    (1) We define adjusted EBITDA, as net income, plus provision for income taxes, depreciation, amortization, share-based compensation, interest, acquisition related costs and change in fair value of acquisition contingent consideration. We define effective margin as adjusted EBITDA as a percentage of gross profit. We provided a reconciliation of adjusted EBITDA to net income, which is the most directly comparable US GAAP measure. We use adjusted EBITDA as a supplemental measure of our performance to gain insight into our businesses profitability, operating performance and performance trends, and to provide management and investors a useful measure for period-to-period comparisons by excluding items that management believes are not reflective of our underlying operating performance. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results. Adjusted EBITDA is also a component to our financial covenants in our credit facility. Our use of adjusted EBITDA has limitations, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under US GAAP. In addition, other companies, including companies in our industry, might calculate adjusted EBITDA, or similarly titled measures differently, which may reduce their usefulness as comparative measures.          
                       
      The table below presents net income reconciled to adjusted net income (Non-GAAP) (2):
                       
          Six months ended   Three months ended
        June 30,   June 30,   June 30,   June 30,
         2025     2024     2025     2024 
                       
      Net income   $ 9,650     $ 6,161     $ 5,968     $ 3,430  
      Acquisition related costs, net of income taxes     104       444       10       352  
      Change in fair value of acquisition contingent consideration   515             379        
      Adjusted net income   $ 10,269     $ 6,605     $ 6,357     $ 3,782  
                       
      Adjusted net income per common share – diluted   $ 2.25     $ 1.45     $ 1.39     $ 0.83  
                       
    (2) We define adjusted net income as net income excluding acquisition related costs, net of income taxes and the change in fair value of acquisition contingent consideration. We provided a reconciliation of adjusted net income to net income, which is the most directly comparable U.S. GAAP measure. We use adjusted net income and adjusted net income per common share as supplemental measures of our performance to gain insight into our businesses profitability, operating performance and performance trends, and to provide management and investors a useful measure for period-to-period comparisons by excluding items that management believes are not reflective of our underlying operating performance. Accordingly, we believe that adjusted net income and adjust net income per common share provide useful information to investors and others in understanding and evaluating our operating results. Our use of adjusted net income has limitations, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. In addition, other companies, including companies in our industry, might calculate adjusted net income, or similarly titled measures differently, which may reduce their usefulness as comparative measures.
                       
      The table below presents the operational metric of gross billings by segment (3):
                       
          Six months ended   Three months ended
        June 30,   June 30,   June 30,   June 30,
         2025     2024     2025     2024 
                       
      Distribution gross billings   $ 930,619     $ 674,704     $ 477,043     $ 340,067  
      Solutions gross billings     44,531       40,406       23,510       19,774  
      Total gross billings   $ 975,150     $ 715,110     $ 500,553     $ 359,841  
                       
    (3) Gross billings are the total dollar value of customer purchases of goods and services during the period, net of customer returns and credit memos, sales, or other taxes. Gross billings include the transaction values for certain sales transactions that are recognized on a net basis, and, therefore, include amounts that will not be recognized as revenue. We use gross billings as an operational metric to assess the volume of transactions or market share for our business as well as to understand changes in our accounts receivable and accounts payable. We believe gross billings will aid investors in the same manner.

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