Emissions Trading – Page 12

CERT-In SAMVAAD 2025: National cybersecurity conference opens in Tamil Nadu

Source: Government of India

Source: Government of India (4)

The three-day national annual cybersecurity conference, CERT-In SAMVAAD 2025, was inaugurated on May 19 at Radisson Blu Resort Temple Bay in Mahabalipuram, Tamil Nadu. Organized by the Indian Computer Emergency Response Team (CERT-In) in collaboration with SkillsDA, the event brings together over 300 delegates, including government officials, regulators, industry leaders, and information security auditing organizations.

The conference aims to strengthen India’s cybersecurity audit ecosystem and enhance the capabilities of empanelled auditing bodies through discussion, collaboration, and knowledge sharing.

Leaders stress innovation, resilience in cybersecurity

Delivering the keynote address, S. Krishnan, Secretary, Ministry of Electronics and Information Technology (MeitY), highlighted the urgent need for innovation in cybersecurity auditing, enhanced risk assessments, capacity building, and greater attention to emerging technologies.

He emphasized that the evolving nature of cyber threats calls for a collaborative and strategic approach, adding that initiatives like SAMVAAD 2025 offer valuable opportunities for audit organizations to modernize practices and contribute to a cyber-resilient India.

Director General of CERT-In, Dr. Sanjay Bahl, in his welcome address, noted that this is the first global conference dedicated solely to the auditing community. He detailed CERT-In’s efforts in developing a robust framework for cybersecurity resilience, including the empanelment of organizations to conduct audits, vulnerability assessments, and penetration testing.

Expert insights on threats and technology

Dr. Kamakoti Veezhinathan, Director of IIT Madras, underlined the growing need for cyber resilience, especially as India’s critical infrastructure becomes increasingly targeted. He stressed that effective frameworks, models, and architectures are essential for ensuring continuity of essential services during cyber incidents.

Highlighting risks posed by technologies like AI, 5G/6G, and quantum computing, Dr. N. Subramanian, Executive Director of SETS, expressed optimism that the conference would aid in developing comprehensive security strategies to address these new challenges.

Principal Secretary of the Government of Tamil Nadu, Brajendra Navnit, shared insights into the state’s cybersecurity initiatives and commended CERT-In for organizing a timely and nationally significant platform. He called for audits that go beyond checklists and address deeper systemic risks to digital systems and sensitive data.

Industry-regulator dialogue and technical deep dives

The conference also featured a high-level panel discussion on ‘Cybersecurity Audits & Regulatory Expectations: Bridging the Gap’, moderated by S.S. Sarma, Director Operations, CERT-In. The session included representatives from regulatory bodies who shared practical insights for audit organizations on aligning with compliance frameworks and expectations.

Over the next two days, the event will feature more than 70 presentations across parallel technical and management tracks. The management stream will cover governance, human factors in cybersecurity, stakeholder communication, and C-suite risk management. Meanwhile, the technical track will explore audit automation tools, next-gen tech security (IoT, AI/ML, blockchain, and quantum), and Software Bill of Materials (SBOM) implementation.

Sessions will also address strategies for continuous auditing in complex environments like cloud systems, APIs, and operational technology.

Driving future-focused audit transformation

SAMVAAD 2025 aims to help auditing professionals stay ahead of the curve by equipping them with knowledge on the latest tools, automation techniques, and adaptive methodologies. These insights are expected to enhance audit quality and help organizations better navigate India’s dynamic cybersecurity landscape.

The conference, which will run until May 21, is being attended by senior dignitaries from both central and state governments, along with industry experts and representatives from over 300 CERT-In empanelled information security auditing organizations.

May 20, 2025

MIL-OSI: Best Indoor Antenna 2025: BroadWave HD TV Antenna Review For Rural Reception & Signal Boost

Source: GlobeNewswire (MIL-OSI)

New York City, May 20, 2025 (GLOBE NEWSWIRE) — Introduction – Best Indoor Antenna For HD TV

In an age dominated by streaming platforms and digital subscriptions, the value of local TV channels hasn’t faded. In fact, millions across the country—especially those in remote or rural regions—still depend on free over-the-air (OTA) broadcasts. Yet, with increasing distance from signal towers, many face frustrating signal dropouts, pixelated screens, or limited channel access.

This is where indoor antennas have re-emerged as essential tools for clear, consistent viewing. One standout solution, designed with rural signal challenges in mind, is the BroadWave HDTV Antenna. As we move through 2025, this antenna has become a top pick for households seeking high-definition clarity without expensive service fees.
This review explores why BroadWave is gaining attention, how it performs in low-signal zones, and how it compares to other popular options available today.
✅ Top Pick: BroadWave Antenna – Best Indoor Antenna for HD TV & Powerful Signal Reception this year.
Why Indoor Antennas Still Matter in 2025
Despite the growth of streaming, there’s a significant segment of viewers who rely on antennas—particularly in areas where broadband infrastructure remains limited. Indoor antennas offer:

Zero monthly fees
Access to major networks (ABC, CBS, FOX, NBC, PBS)
High-definition quality without cable

These devices also serve as backup solutions during outages or emergencies when internet-based services fail.
For those living outside city centers, cutting the cord becomes practical only with reliable access to local broadcasts. That’s why indoor antennas—especially long-range models—continue to matter now more than ever.

Tired of poor signal? See why this is ranked the Best Indoor Antenna of 2025 →
Challenges of TV Reception in Rural Areas
Rural environments present unique obstacles for signal transmission:

Greater distance from broadcast towers
Obstructions like hills, trees, and buildings
Weather interference, especially in open terrain

Many indoor antennas marketed as “long-range” struggle under these conditions, leading to poor channel availability or frequent signal loss.
This makes it essential to choose a model engineered for strong amplification, wide reception angles, and robust performance in less-than-ideal locations. BroadWave fits this mold and aims to solve these common headaches.
What to Look for in a Top Indoor Antenna
When shopping for an indoor antenna—particularly if you live in a rural or suburban area—focus on features that directly impact performance:

Signal Range: Look for options offering reception from 150+ miles, especially if you’re far from towers.
Built-in Amplifier: Helps strengthen weak signals and minimizes dropouts.
Multidirectional Capability: Captures signals from multiple directions without constant repositioning.
4K & Full HD Compatibility: Ensures you’re ready for modern broadcast standards.
Flexible Mounting: Can be wall-mounted, window-placed, or flat-laid.
Plug-and-Scan Setup: No tech knowledge needed.

The BroadWave Antenna brings together all these elements into one streamlined unit—designed to serve even in tough environments.
Rural? Weak signal? This antenna goes CRAZY Best Indoor Antenna 2025

BroadWave Antenna Review
For several years, we have been caught in this never-ending loop of paying hefty cable bills and artificial satellite bills just to watch our favourite television channels. Every single month the subscription rates have tended to get expensive and sometimes the provider also bundles up channels out of which mostly we might watch just one or two. Even streaming services which were known to be low priced. A couple of years ago they also increased their rates leaving many of our households on the hunt to find some solution that helps us enjoy entertainment at the comfort of our home without burning a hole in our pockets.

We currently live in a world where streaming dominated entertainment is trending and in such an environment, traditional television antennas will be outdated. This is where the BroadWave antenna comes in. The BroadWave antenna is a high definition TV antenna designed to air over the air broadcast signals without having the need for any satellite subscription or cable subscriptions. Released in the year 2021 by a company called Tech Wave communications Which is subordinate to the electronics manufacturing company, Global Tech industries, this BroadWave antenna has started gaining popularity at a fast pace in the community that is currently cord cutting. With the BroadWave antenna, you will be able to access your favourite television channels by cutting the cord and enjoying this digital solution to the maximum by eliminating those expensive cable bills. While you are still having access to dozens of channels which are all high definition. In this comprehensive guide, we will be exploring how the BroadWave antenna works, what are its benefits, the setup process, And everything else that you need to know before making the purchase decision.

Best Indoor Antenna for rural homes – limited stock available! Grab yours at -50%

A short brief introduction to BroadWave Antenna

The company Tech Wave communications proudly showcases BroadWave antenna as their premium flagship product in the space that is currently called cutting and positions this product with enhanced performance with budget alternatives. Physically, the PW antenna has a very modern and sleek design with a really thin profile at just 0.2 inches in thickness and it measures 12 X 14 inches making it the most compact option in the market today. It makes use of a technology that uses advanced signal reception that includes proprietary signal and application, which the manufacturer claims helps receive signals from up to 75 miles away. Situated broadcast towers in optimal conditions. The beat antenna is made from materials such as durable polymer, which are integrated with copper Elements for better reception.

This device comes in two different variations: the standard BroadWave antenna and the BroadWave antenna pro that comes along with an extra signal booster meant for environments where perception of signals can be quite challenging. Both the models feature the patented CleanSignal technology, technology of the company, which filters out FM signal interference and cellular signal interference to achieve better sound quality and clear pictures.

Understanding its working mechanism

The BroadWave antenna captures OTA television signals, but with several technological enhancements which helps it stand out from the other TV antennas. It functions very similar to the traditional antenna by working on the basic principles of electromagnetic wave reception.

But the modern digital technology added to the BroadWave antenna is what makes it stronger. Unlike the regular subscription services that transmit the content via satellite dishes or cables, the BroadWave antenna Will intercept these free broadcast signals which are already moving from the air around your home or office.
At the core, this antenna catches radio frequency waves sent out by television stations locally. And the signals travel within the atmosphere and are ready to be received by anybody within the range who are equipped with proper devices. Three main types of broadcast signals are captured by BroadWave antenna, they are:

Low VHF bands which are channels ranging from 2 to 6
High VHF bands which our channels ranging from 7 to 13
UHF bands which are channels ranging from 14 to 65

No fees. No subscriptions. Just crystal-clear TV with BroadWave Antenna!

When local TV stations send out broadcasts, those signals travel through the air from large transmission towers. The BroadWave Antenna is specifically designed to pick up these signals by aligning with the same frequency range. The fewer obstacles between your antenna and the tower, the better the signal quality you’ll get.

After the antenna picks up the broadcast, it sends the signal to your television using a regular coaxial cable. Most modern TVs already come with built-in tuners that recognize and decode these signals, so there’s no need for any extra devices. Just plug the antenna into your TV’s coaxial port, run a quick channel scan, and you’re ready to watch.

One of the best things about the BroadWave Antenna is how easy it is to use. There are no apps, no subscriptions, and no tech setup needed. It’s truly a plug-and-play solution — perfect for anyone who wants reliable access to free, over-the-air channels without the hassle.

BroadWave Setup Guide: Simple 3-Step Install

Connect the antenna to your TV’s coaxial input.
Position it near a window or wall for best signal capture.
Scan Channels using your TV’s settings menu.

Once complete, your free HD channels will be available instantly. Pro tip: Mount higher for better range if you’re in a low valley or heavily wooded area.

BroadWave HDTV Antenna – up to 80 mile range, now 50% off. Order here →
Benefits of using BroadWave Antenna

The BroadWave antenna provides its consumers with umpteen number of compelling advantages, let’s take a look at some of them:

The financial benefits: it is considered as the most significant advantage of owning a BW antenna. Let’s say that with the traditional antenna along with people or satellite subscription bills that will range anywhere between $80 to 1 $50 monthly, but if they switch to an OTA solution like BroadWave antenna, they will be saving up $1800 on a yearly basis. The BroadWave antenna will require your to invest only as a one-time purchase, and it will not come with any regarding fees, contracts, or subscription cost. If you are a budget conscious consumer, then BW antenna is an attractive investment.
Access to your favourite channels and much more: even after the BroadWave antenna eliminated the subscription fees, it still provides its customers access to vital television content such as local news, broadcast channels, emergency information, any major sporting events, channels, and popular network programming. Many customers have already explained how happy they are to watch almost 80 to 90% of their favourite channels with BroadWave antenna for free.
Easy, set up process: The installation process is another major benefit as the consumer requires 0 to even minimal technical knowledge for setting up BW and it can be done in under just 15 minutes. All the user has to do is connect the antenna to the television set in its coaxial input port.
Excellent build: from the quality perspective, the BroadWave antenna impresses with its lightweight and durable construction. The primary reception panel comes encased in a polymer shell, which is weather resistant and UV protected to prevent any form of degradation when it is exposed to sun. The antenna has an IP54 rating for its constructions which makes it suitable for both outdoor and indoor installation. The antonym features gold plated F type connectors that fight against corrosion while ensuring optimal conductivity.

Where can one purchase BroadWave Antenna? What’s the price?

Although the BroadWave antenna is available across several retail channels, we always encourage you to purchase it from the official website only as it ensures that 100% authentic product is delivered at your doorstep. In addition to this, purchasing from the official site, will give you an opportunity to enjoy promotional discounts and offers, bundle deals, and special pricing. The pricing is as follows:

One BroadWave antenna is at 50% discount and priced at $39.95
Two BroadWave antenna is at 55% discount and priced at $35.98 per unit
Three BroadWave antenna is at 65% discount and priced at $29.95 per unit
Four BroadWave antenna is at 70% discount and priced at $25.95 per unit

The company also provides a 30 days money back guarantee. However, we recommend that the customers read all the terms and conditions of the return and refund policy.

Real User Reviews: What Rural Users Are Saying

Tracy H. – Boone, NC
“We live between two mountain ridges, and no antenna worked—until BroadWave. Now we get over 35 channels, all in crystal-clear HD.”

George P. – Twin Falls, ID
“It’s the only antenna that pulled in FOX and NBC from over 90 miles away. Super easy to install too.”

Lana M. – Waco, TX
“Was skeptical at first, but setup was smooth, and now I get my local news and weather without lag.”

Dennis B. – Sioux Falls, SD
“BroadWave outperformed my old Leaf and never needs adjustment. For rural homes, it’s a clear win.”

Struggling with weak signals? BroadWave Antenna is the fix. Claim deal →

FAQs About Indoor Antennas & BroadWave

Q: How many channels can I get in rural areas?
A: Users report access to 30–50+ channels depending on location and weather.
Q: Is BroadWave better than outdoor antennas?
A: For many, yes—especially if they want an easier indoor setup without climbing rooftops.
Q: Will it work with my smart TV?
A: Yes. It connects via the antenna port and functions independently of your internet.
Q: What do Reddit and online forums say?
A: Many rural users share success stories about finally getting consistent signal without dropouts.
Q: Does rain affect the reception?
A: Not significantly. However, placing it near a window and keeping it elevated helps.
Pros of using the BroadWave Antenna

No monthly fees: there are no recurring cost and that is one of the major advantages of BW antenna. Unlike other satellite cable or streaming services that require monthly payments, the BW antenna is a one time, investment and purchase. This makes it extraordinary cost-effective
Superior quality in pictures: Civil customers have described house surprise and happy to see that OTA broadcast delivered high definition quality pictures compared to satellite or cable television. Chris and clear images with a resolution of up to 1080P are delivered as the antenna in VW receives uncompressed digital signals directly from the towers that broadcast. The users will experience sharper details, vibrant colours.
Signal compatibility: The BW antenna captures the full spectrum of digital signals broadcasted. It receives VHF and UHF bands, ensuring compatibility with every single OTA channel available in North America.
Plug-in and play: several other complex entertainment systems that need professional installation or critical technical expertise, the BW antenna comes with a straightforward setup process which can be done by anyone. All that the antenna requires is for you to simply connect the antenna to the coaxial port of your television, and you are set!

No cable. No contracts. Just clear TV. Order the Best HDTV Antenna →

Cons of using the BroadWave Antenna
While the BW antenna does offer numerous benefits, we also would like to drink for certain limitations that some users faced while using the antenna. Let’s have a look at some of the drawbacks:

Geographic limitations: yes, the beat of your antenna is heavily dependent on geographic locations. The reception quality tends to vary dramatically based on your distance from the broadcasting towers, local infrastructure, and the surrounding area. While urban and suburban dwellers will experience excellent results, those in rural areas may find the antenna’s performance a little challenging.
Structural interferences: like any other indoor and outdoor, the BW antenna also suffers from degraded signals because of structures and building materials in the way.
Environmental factors: the weather conditions substantially impact the BW and capabilities. Snowstorms, heavy rain, or dense fog, can weaken signals temporarily causing reception problems.

Special Offer: BroadWave Antenna Is Available With 50% Discount!

BroadWave vs. Other Indoor Antennas

Here’s how BroadWave compares to other models commonly used in remote areas:

ClearStream Eclipse

Strong in urban zones but weaker beyond 50 miles.
Adhesive mounting isn’t ideal for all wall types.
No built-in booster in base model.

Mohu Leaf 50

Well-reviewed but slightly lower reception range.
Performance drops significantly in mountainous zones.

GE UltraPro

Affordable, but lacks strong amplification for rural households.
Signal strength varies based on exact placement.

✅ BroadWave Advantage

Extended range up to 80 miles
Reliable multi-directional capture
Built-in amplifier included
Built to work without frequent adjustments

For households outside urban cores, BroadWave offers more consistent performance without the price hike.

Conclusion

After doing comprehensive analysis of everything that BroadWave antenna has to offer, we can say that if you are a person living in urban or suburban areas, this particular cordless antenna will be the most beneficial investment. The fact that it comes with an easy setup, process, and will eliminate your monthly subscription billing, You will enjoy several dozens of free HD quality channels, the BroadWave antenna is definitely worth trying. The company also offers excellent deals and a good 30-day money back guarantee which makes your investment risk free. This antenna is well suited for secondary televisions in kitchens or bedrooms or where premium content access is very crucial. This leak design ensures that it occupies less space while providing excellent results in terms of reception of signals. Gone are the other days where you found yourself frustrated over monthly payments for acting good entertainment, with BW antenna, you will be able to enjoy the entertaining part of media as well as essential channels to keep you updated about what is happening across the globe.

Visit the official BroadWave site to check availability and current pricing before the next restock cycle

How to Improve Indoor Antenna Performance in Rural Areas
Even the most powerful antenna can fall short if not placed or configured properly. If you’re using BroadWave or any high-range model in a rural setting, these small adjustments can greatly enhance signal strength:

Elevate the antenna: Higher placement typically results in better line-of-sight to broadcast towers. Try second-floor windows or wall mounting.
Avoid electronics: Keep your antenna away from routers, microwaves, or metal appliances to reduce signal interference.
Use a signal map: Free online tools like the FCC DTV Map or apps such as “Antenna Point” can help you find the closest tower directions.
Angle experimentation: While BroadWave captures signals in 360°, slight repositioning can still refine performance.
Rescan frequently: Broadcasting networks occasionally adjust frequencies. A fresh channel scan ensures you’re getting all available options.

Simple tweaks like these can transform a weak, pixelated feed into reliable, crisp HD channels—even in off-grid regions.

Best Indoor Antenna for rural homes – limited stock available! Grab yours →
BroadWave Antenna vs. Satellite TV: Cost & Performance
For rural viewers, satellite TV is often marketed as the only viable choice. However, it comes with hidden downsides:

Monthly contracts and fees: Most satellite services charge $60–$100 monthly, adding up quickly over a year.
Weather disruptions: Snow, heavy rain, or storms can interrupt satellite signals—a major drawback in rural zones with harsh weather.
Installation costs: Many providers charge extra for dish setup and technician visits.
Equipment rental: Hidden equipment leasing fees often apply.

In contrast, BroadWave is a one-time purchase with no recurring charges. Once installed, it delivers free access to major networks with dependable reception—even in bad weather. It also doesn’t require any subscription or installation service, making it a smart, budget-friendly alternative for long-term use.
Who Should Buy BroadWave Antenna?
BroadWave isn’t just for one type of viewer—it’s tailored for anyone who wants quality TV access without ongoing costs or complex setups:

Rural homeowners: Perfect for properties far from broadcast towers where traditional antennas fail.
Cabin or RV owners: Portable and easy to reposition, ideal for mobile or semi-permanent setups.
Senior citizens: Hassle-free and cost-effective, with no learning curve or subscriptions.
Cord-cutters: Want live news, sports, and local channels to complement streaming platforms? BroadWave fills the OTA gap.

It’s also a solid backup during internet outages or emergencies, ensuring you stay connected to local alerts and news broadcasts.

Don’t wait till BroadWave Antenna gone! Best Indoor Antenna flying off shelves!
Can You Use BroadWave With Streaming Devices?
Yes—combining BroadWave with your favorite streaming stick or smart TV makes for a complete, cable-free entertainment setup. Here’s how:

Use HDMI for streaming: Devices like Roku, Fire Stick, or Apple TV plug into your TV’s HDMI port, delivering apps and on-demand content.
Use BroadWave via coax: The antenna connects to your TV’s coaxial input for live OTA broadcasts.
Dual input setup: With one TV remote, you can easily toggle between live channels and streaming apps.

This hybrid approach gives you both live sports, local news, and premium content—without paying a cable company.
Troubleshooting: Common Setup Mistakes & Fixes
If your antenna setup isn’t delivering the results you expected, the problem might not be with the product. Here are common mistakes and quick fixes:

Didn’t scan for channels: After connecting, always scan for available broadcasts using your TV’s setup menu.
Poor placement: Moving the antenna closer to a window or higher on a wall often resolves weak reception.
Too much interference: Electronics or metal surfaces near the antenna can degrade signal—try relocating it.
Using long coax cables: Excessively long or cheap coaxial cables can cause signal loss. Stick to high-quality, shorter lengths when possible.

Following these simple steps can quickly restore clear, reliable channels—even in tougher signal zones.

Unlock 50+ channels in minutes – Shop the Best Indoor Antenna now →
Indoor vs. Outdoor Antennas: Which is Right for You?
While outdoor antennas have long been preferred in rural areas, indoor models like BroadWave now challenge that narrative. Here’s a quick comparison:
Outdoor Antennas

✅ Often higher gain
❌ Require rooftop or pole mounting
❌ Susceptible to weather damage
❌ Professional installation often needed

BroadWave Indoor Antenna

✅ 250+ mile range and 360° coverage
✅ No climbing or drilling
✅ Protected from the elements
✅ Quick plug-and-scan install

Unless you live in an extremely remote location with signal-blocking terrain, BroadWave can meet or exceed outdoor performance—without the inconvenience, maintenance, or cost.
Final Verdict: Is BroadWave the Best Indoor Antenna in 2025?
If you’re tired of unreliable reception and want a no-fuss solution that works, BroadWave is a top-tier choice for 2025. Its long-distance range, built-in amplifier, and plug-and-play convenience make it an ideal fit for remote households and cabins.
Compared to popular models, BroadWave consistently delivers more channels, clearer visuals, and better ease of use—all without monthly fees or climbing ladders to install.
For rural living, it’s one of the most capable antennas available today.

Project name: BroadWave
Straight Commerce Inc.,
100 Church Street, 8th Floor,
New York, NY 10007, United States
Media Contact:
Full Name – Neil Bowers
Company website: https://get-broadwaveantenna.com/
email: help@spark-tek.co
+14242504182

Disclosure: This article is for informational purposes only and does not constitute medical advice. The content may include affiliate links, meaning we may earn a commission if you purchase through recommended links. Always consult a healthcare professional before starting any new supplement regimen.

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The MIL Network –

May 20, 2025

MIL-OSI: Extension of the Convertible Loan Note Offer by ASC Energy PLC

Source: GlobeNewswire (MIL-OSI)

The Company, the Euronext-listed ultimate parent of ASC Energy PLC, announces an extension to the Right of First Refusal (“RoFR”) process for the proposed issuance of new ASC Energy PLC Convertible Loan Notes, maturing in 2056 issued by ASC Energy PLC.

Please see the full press release attached.

Attachment

Extension of the Convertible Loan Note Offer by ASC Energy PLC and Right of First Refusal Process

The MIL Network –

May 20, 2025

MIL-OSI USA: House Passes Peters’ Bill to Prevent Veterans Benefit Scams

Source: United States House of Representatives – Congressman Scott Peters (52nd District of California)

Washington, DC – Today, the U.S. House of Representatives passed Representative Scott Peters’ (CA-50) Veterans Claims Education Act (VCEA), which provides educational resources to steer veterans to Department of Veterans Affairs (VA) accredited entities instead of scammers. This will limit the ability of predatory companies to take advantage of and unfairly profit off veterans trying to access their hard-earned benefits. The House passed the legislation by voice vote.

The VCEA is inspired by a constituent who wrote to Rep. Peters seeking assistance after he hired a for-profit company to maximize his VA benefits, but ended up having to pay more money to the company than benefits he was receiving.

Speaking in support of his legislation, Rep. Peters said, “It is unconscionable that for-profit entities, known as ‘claims sharks,’ prey on the trust and goodwill of our veterans to line their own pockets. Republicans and Democrats may have sincere policy disagreements about how to provide world-class care to our nation’s veterans and their families, but I know we all agree that no one should be able to profit from the service and sacrifice of our veterans.”

Multiple veterans service organizations have endorsed the VCEA, including the American Legion, Fleet Reserve Association, Paralyzed Veterans of America, Veterans of Foreign Wars, AMVETS, and the Iraq and Afghanistan Veterans of America.

Specifically, the bill requires VA to:

Inform all veterans filing a claim that there are accredited entities that can assist them.

Provide the web address of an online search tool that lists accredited entities that can assist veterans with filing a claim.

Provide a publicly accessible web address where veterans can file a complaint to report entities that are unaccredited and target veterans by charging a fee for their services.

Background:

Upon separating from military service, veterans may file a disability claim with the VA on their own or by utilizing VA-backed resources, such as an accredited attorney, a claims agent, or a Veteran Service Officer (VSO). An accredited representative or VSO must pass an exam, complete a background check, and take continuing education courses to ensure they provide up-to-date information to veterans. These accredited resources may file an initial claim with VA on the veteran’s behalf free of charge. Unfortunately, an ecosystem of non-accredited for-profit entities has emerged which preys upon veterans’ frustrations with VA’s claims process. These companies often provide “consulting” services to help veterans prepare and present relevant paperwork needed to file a claim with VA in exchange for lump sum payments, a percentage of the total dollar amount awarded for a successful claim, or some other payment mechanism. Such fees lead many veterans to receive far too little of the benefits to which their service entitles them. Current legislative proposals designed to curb the excess of these companies focus on more stringent enforcement of existing laws and regulations.

Full text of the legislation can be found here.

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MIL OSI USA News –

May 20, 2025

MIL-OSI: Qifu Technology Announces First Quarter 2025 Unaudited Financial Results

Source: GlobeNewswire (MIL-OSI)

SHANGHAI, China, May 19, 2025 (GLOBE NEWSWIRE) — Qifu Technology, Inc. (NASDAQ: QFIN; HKEx: 3660) (“Qifu Technology” or the “Company”), a leading AI-empowered Credit-Tech platform in China, today announced its unaudited financial results for the first quarter ended March 31, 2025.

First Quarter 2025 Business Highlights

As of March 31, 2025, our platform has connected 163 financial institutional partners and 268.2 million consumers^*¹ with potential credit needs, cumulatively, an increase of 11.1% from 241.4 million a year ago.
Cumulative users with approved credit lines^*² were 58.4 million as of March 31, 2025, an increase of 11.6% from 52.3 million as of March 31, 2024.
Cumulative borrowers with successful drawdown, including repeat borrowers was 35.5 million as of March 31, 2025, an increase of 13.8% from 31.2 million as of March 31, 2024.
In the first quarter of 2025, financial institutional partners originated 24,401,374 loans^*³ through our platform.
Total facilitation and origination loan volume^*⁴ reached RMB88,883 million, an increase of 15.8% from RMB76,784 million in the same period of 2024 and a decrease of 1.1% from RMB89,885 million in the prior quarter. RMB43,811 million of such loan volume was under capital-light model, Intelligence Credit Engine (“ICE”) and total technology solutions^*5, representing 49.3% of the total, an increase of 15.1% from RMB38,053 million in the same period of 2024 and a decrease of 8.3% from RMB47,796 million in the prior quarter.
Total outstanding loan balance^*⁶ was RMB140,273 million as of March 31, 2025, an increase of 5.5% from RMB132,964 million as of March 31, 2024 and an increase of 2.4% from RMB137,014 million as of December 31, 2024. RMB78,681 million of such loan balance was under capital-light model, “ICE” and total technology solutions, an increase of 11.4% from RMB70,641 million as of March 31, 2024 and a decrease of 1.2% from RMB79,599 million as of December 31, 2024.
The weighted average contractual tenor of loans originated by financial institutions across our platform in the first quarter of 2025 was approximately 10.17 months, compared with 10.10 months in the same period of 2024.
90 day+ delinquency rate^*⁷ of loans originated by financial institutions across our platform was 2.02% as of March 31, 2025.
Repeat borrower contribution^*⁸ of loans originated by financial institutions across our platform for the first quarter of 2025 was 95.1%.

^{1 Refers to cumulative registered users across our platform.}
^{2 “Cumulative users with approved credit lines” refers to the total number of users who had submitted their credit applications and were approved with a credit line at the end of each period.}
^{3 Including 2,022,501 loans across “V-pocket”, and 22,378,873 loans across other products.}
^{4 Refers to the total principal amount of loans facilitated and originated during the given period. Retrospectively excluding the impact of discontinued service, which did not have and is not expected to have a material impact on our overall business, financial condition, and results of operations.}
^{5 “ICE” is an open platform primarily on our “Qifu Jietiao” APP (previously known as “360 Jietiao”), we match borrowers and financial institutions through big data and cloud computing technology on “ICE”, and provide pre-loan investigation report of borrowers. For loans facilitated through “ICE”, the Company does not bear principal risk.}
^{Under total technology solutions, we have been offering end-to-end technology solutions to financial institutions based on on-premise deployment, SaaS or hybrid model since 2023.}
^{6 “Total outstanding loan balance” refers to the total amount of principal outstanding for loans facilitated and originated at the end of each period, excluding loans delinquent for more than 180 days. Retrospectively excluding the impact of discontinued service, which did not have and is not expected to have a material impact on our overall business, financial condition, and results of operations.}
^{7 “90 day+ delinquency rate” refers to the outstanding principal balance of on- and off-balance sheet loans that were 91 to 180 calendar days past due as a percentage of the total outstanding principal balance of on- and off-balance sheet loans across our platform as of a specific date. Loans that are charged-off and loans under “ICE” and total technology solutions are not included in the delinquency rate calculation.}
^{8 “Repeat borrower contribution” for a given period refers to (i) the principal amount of loans borrowed during that period by borrowers who had historically made at least one successful drawdown, divided by (ii) the total loan facilitation and origination volume through our platform during that period.}

First Quarter 2025 Financial Highlights

Total net revenue was RMB4,690.7 million (US$646.4 million), compared to RMB4,482.3 million in the prior quarter.
Net income was RMB1,796.6 million (US$247.6 million), compared to RMB1,912.7 million in the prior quarter.
Non-GAAP^*⁹ net income was RMB1,926.2 million (US$265.4 million), compared to RMB1,972.4 million in the prior quarter.
Net income per fully diluted American depositary share (“ADS”) was RMB12.62 (US$1.74), compared to RMB13.24 in the prior quarter.
Non-GAAP net income per fully diluted ADS was RMB13.53 (US$1.86), compared to RMB13.66 in the prior quarter.

^{9 Non-GAAP income from operations, Non-GAAP net income, Non-GAAP operating margin, Non-GAAP net income margin and Non-GAAP net income per fully diluted ADS are Non-GAAP financial measures. For more information on these Non-GAAP financial measures, please see the section of “Use of Non-GAAP Financial Measures Statement” and the table captioned “Unaudited Reconciliations of GAAP and Non-GAAP Results” set forth at the end of this press release.}

Mr. Haisheng Wu, Chief Executive Officer and Director of Qifu Technology, commented, “First quarter came in stronger than typical seasonal trend despite the ongoing macroeconomic challenges. We observed an increase in users’ activities early in the quarter as public sentiment slightly improved in response to the strong stimulus messages delivered by government officials. However, we remain prudent in our business planning as tariff-related economic uncertainties may persist throughout this year. We will continue to focus on improving the quality and sustainability of our business.

During the quarter, we issued a record amount of ABS as the overall funding environment remained supportive. As a result, the blended funding cost continued to decline sequentially. Approximately 56% of the quarter-end loan balance was under the capital-light model, ICE and total technology solutions, demonstrating the efficiency of our platform services. The contribution from non-credit risk bearing services also continued to help us mitigate certain risks in a challenging environment. During the quarter, nearly half of our new credit line users were acquired through embedded finance partners, which we also refer to as API channels, as we further diversify our user acquisition channels. Loan volumes through the API channels increased significantly in the quarter.

With the growing maturity and efficiency of large language models, we will continue to allocate more resources to the application of AI across our credit service offerings. We expect that these AI-powered tools will not only allow us to serve our users with better offerings at greater efficiency but also enable our financial institution clients to better utilize the cutting-edge AI technologies, through our open platform. We believe these efforts will enable us to better navigate through the current environment and position us well to capture long-term opportunities through innovative technologies, enhanced products and collaborative models.”

“We are pleased to start 2025 with another quarter of solid financial results despite an uncertain macro environment. For the first quarter, total revenue was RMB4.69 billion and Non-GAAP net income was RMB1.93 billion,” Mr. Alex Xu, Chief Financial Officer, commented. “During the quarter, we successfully completed the US$690 million convertible notes offering and it gave us ample resources to accelerate our share repurchase programs. Our strong financial position enables us to consistently execute our strategy, support business initiatives, and enhance returns to our shareholders.”

Mr. Yan Zheng, Chief Risk Officer, added, “In the first quarter, we maintained a relatively stable risk profile as users’ activities came in stronger than normal. Although overall risk performance fluctuated from the best level we achieved in the prior quarter, it remained well within our target range. Among key leading indicators, Day-1 delinquency rate^*10 was 5.0% in the first quarter, and 30-day collection rate^*11 was 88.1%. While macro volatility may induce short-term fluctuation in risk metrics, we look forward to maintaining relatively stable risk performance in the coming quarters as we seek growth opportunities in 2025.”

^{10 “Day-1 delinquency rate” is defined as (i) the total amount of principal that became overdue as of a specified date, divided by (ii) the total amount of principal that was due for repayment as of such specified date.}
^{11 “30-day collection rate” is defined as (i) the amount of principal that was repaid in one month among the total amount of principal that became overdue as of a specified date, divided by (ii) the total amount of principal that became overdue as of such specified date.}

First Quarter 2025 Financial Results

Total net revenue was RMB4,690.7 million (US$646.4 million), compared to RMB4,153.2 million in the same period of 2024, and RMB4,482.3 million in the prior quarter.

Net revenue from Credit Driven Services was RMB3,110.9 million (US$428.7 million), compared to RMB3,016.3 million in the same period of 2024, and RMB2,889.5 million in the prior quarter.

Loan facilitation and servicing fees-capital heavy were RMB429.8 million (US$59.2 million), compared to RMB243.8 million in the same period of 2024 and RMB363.0 million in the prior quarter. The year-over-year increase was primarily due to an increase in capital-heavy loan facilitation volume and longer effective loan tenor. The sequential increase was primarily due to the increase in effective loan tenor.

Financing income^*¹² was RMB1,817.2 million (US$250.4 million), compared to RMB1,535.0 million in the same period of 2024 and RMB1,667.3 million in the prior quarter. The year-over-year and sequential increases were primarily due to the growth in the average outstanding balance of the on-balance-sheet loans.

Revenue from releasing of guarantee liabilities was RMB778.2 million (US$107.2 million), compared to RMB1,166.0 million in the same period of 2024, and RMB761.8 million in the prior quarter. The year-over-year decrease was mainly due to the decrease in the average outstanding balance of off-balance-sheet capital-heavy loans during the period.

Other services fees were RMB85.6 million (US$11.8 million), compared to RMB71.5 million in the same period of 2024, and RMB97.4 million in the prior quarter. The year-over-year and sequential changes reflected the changes in late payment fees under the credit driven services due to changes in collection rates of late paid loans.

Net revenue from Platform Services was RMB1,579.8 million (US$217.7 million), compared to RMB1,136.9 million in the same period of 2024 and RMB1,592.8 million in the prior quarter.

Loan facilitation and servicing fees-capital light were RMB373.7 million (US$51.5 million), compared to RMB502.7 million in the same period of 2024 and RMB515.1 million in the prior quarter. The year-over-year and sequential decreases were primarily due to the decreases in capital-light loan facilitation volume.

Referral services fees were RMB1,004.6 million (US$138.4 million), compared to RMB548.8 million in the same period of 2024 and RMB907.2 million in the prior quarter. The year-over-year and sequential increases were mainly due to the increases in loan facilitation volume through ICE.

Other services fees were RMB201.5 million (US$27.8 million), compared to RMB85.4 million in the same period of 2024 and RMB170.5 million in the prior quarter. The year-over-year and sequential changes reflected trends in other value-added services and late payment fees.

Total operating costs and expenses were RMB2,716.0 million (US$374.3 million), compared to RMB2,789.1 million in the same period of 2024 and RMB2,591.9 million in the prior quarter.

Facilitation, origination and servicing expenses were RMB714.5 million (US$98.5 million), compared to RMB736.0 million in the same period of 2024 and RMB734.7 million in the prior quarter.

Funding costs were RMB122.7 million (US$16.9 million), compared to RMB156.0 million in the same period of 2024 and RMB126.8 million in the prior quarter. The year-over-year and sequential decreases were mainly due to lower average costs of ABS and trusts, partially offsetting by increases in fundings from ABS and trusts.

Sales and marketing expenses were RMB591.5 million (US$81.5 million), compared to RMB415.6 million in the same period of 2024 and RMB523.9 million in the prior quarter. The year-over-year and sequential increases were primarily due to the increase in the allocation of marketing resources to embedded finance channels and content feed advertisements to generate more effective leads.

General and administrative expenses were RMB196.5 million (US$27.1 million), compared to RMB106.4 million in the same period of 2024 and RMB156.1 million in the prior quarter. The year-over-year and sequential increases were primarily due to an increase in share-based compensations.

Provision for loans receivable was RMB823.2 million (US$113.4 million), compared to RMB847.9 million in the same period of 2024 and RMB598.4 million in the prior quarter. The year-over-year decrease reflected the Company’s consistent approach in assessing provisions commensurate with its underlying loan profile. The sequential increase was primarily due to an increase in loan origination volume of on-balance-sheet loans and the Company’s consistent approach in assessing provisions commensurate with its underlying loan profile.

Provision for financial assets receivable was RMB39.9 million (US$5.5 million), compared to RMB99.0 million in the same period of 2024 and RMB63.3 million in the prior quarter. The year-over-year decrease reflected the Company’s consistent approach in assessing provisions commensurate with its underlying loan profile. The sequential decrease was mainly due to the decline in capital-heavy loan facilitation volume.

Provision for accounts receivable and contract assets was RMB68.4 million (US$9.4 million), compared to RMB111.5 million in the same period of 2024 and RMB77.5 million in the prior quarter. The year-over-year and sequential decreases reflected the Company’s consistent approach in assessing provisions commensurate with its underlying loan profile and changes in capital-heavy and capital-light loan facilitation volume.

Provision for contingent liability was RMB159.3 million (US$22.0 million), compared to RMB316.7 million in the same period of 2024 and RMB311.4 million in the prior quarter. The year-over-year and sequential decreases reflected the Company’s consistent approach in assessing provisions commensurate with its underlying loan profile. The sequential decrease also reflected the decline in capital-heavy loan facilitation volume.

Income from operations was RMB1,974.7 million (US$272.1 million), compared to RMB1,364.1 million in the same period of 2024 and RMB1,890.3 million in the prior quarter.

Non-GAAP income from operations was RMB2,104.3 million (US$290.0 million), compared to RMB1,408.7 million in the same period of 2024 and RMB1,950.0 million in the prior quarter.

Operating margin was 42.1%. Non-GAAP operating margin was 44.9%.

Income before income tax expense was RMB2,220.2 million (US$306.0 million), compared to RMB1,526.2 million in the same period of 2024 and RMB1,932.7 million in the prior quarter.

Income taxes expense was RMB423.6 million (US$58.4 million), compared to RMB366.1 million in the same period of 2024 and RMB20.0 million in the prior quarter. The sequential increase was mainly due to the writeback of withholding taxes in the prior quarter related to the Company’s dividend payment and share repurchases, as the Company became eligible to a lower tax rate.

Net income was RMB1,796.6 million (US$247.6 million), compared to RMB1,160.1 million in the same period of 2024 and RMB1,912.7 million in the prior quarter.

Non-GAAP net income was RMB1,926.2 million (US$265.4 million), compared to RMB1,204.8 million in the same period of 2024 and RMB1,972.4 million in the prior quarter.

Net income margin was 38.3%. Non-GAAP net income margin was 41.1%.

Net income attributed to the Company was RMB1,800.2 million (US$248.1 million), compared to RMB1,164.3 million in the same period of 2024 and RMB1,916.6 million in the prior quarter.

Non-GAAP net income attributed to the Company was RMB1,929.8 million (US$265.9 million), compared to RMB1,208.9 million in the same period of 2024 and RMB1,976.4 million in the prior quarter.

Net income per fully diluted ADS was RMB12.62 (US$1.74).

Non-GAAP net income per fully diluted ADS was RMB13.53 (US$1.86).

Weighted average basic ADS used in calculating GAAP net income per ADS was 140.48 million.

Weighted average diluted ADS used in calculating GAAP and non-GAAP net income per ADS was 142.62 million.

Ordinary shares outstanding as of March 31, 2025 was 268,930,496.

^{12 “Financing income” is generated from loans facilitated through the Company’s platform funded by the consolidated trusts and Fuzhou Microcredit, which charge fees and interests from borrowers.}

30 Day+ Delinquency Rate by Vintage and 180 Day+ Delinquency Rate by Vintage

The following charts and tables display the historical cumulative 30 day+ delinquency rates by loan facilitation and origination vintage and 180 day+ delinquency rates by loan facilitation and origination vintage for all loans facilitated and originated through the Company’s platform. Loans under “ICE” and total technology solutions are not included in the 30 day+ charts and the 180 day+ charts:

http://ml.globenewswire.com/Resource/Download/528f864e-af49-4be7-b48b-b2650fa2808a

http://ml.globenewswire.com/Resource/Download/12433d9d-4214-431e-b551-59f682e1ed93

Update on Share Repurchase

On November 19, 2024, the Board approved a share repurchase plan (the “2025 Share Repurchase Plan”) whereby the Company is authorized to repurchase up to US$450 million worth of its ADSs or Class A ordinary shares over the next 12 months starting from January 1, 2025.

As of May 19, 2025, the Company had in aggregate purchased approximately 4.4 million ADSs on the open market for a total amount of approximately US$178 million (inclusive of commissions) at an average price of US$40.2 per ADS pursuant to the 2025 Share Repurchase Plan.

On March 25, 2025, the Board approved a new share repurchase plan (the “March 2025 Share Repurchase Plan”) whereby the Company is authorized to use to the net proceeds from the offering of convertible senior notes due 2030 to repurchase its ADSs and/or Class A ordinary shares, which runs in addition to the Company’s 2025 Share Repurchase Plan. On March 27, 2025, the Company announced the completion of the offering of the convertible senior notes in an aggregate principal amount of US$690 million due 2030. Concurrently with the pricing of this offering, the Company repurchased approximately 5.1 million ADSs with an aggregate value of approximately US$227 million at a price of US$44.23 per ADS. The Company expects to use the remaining net proceeds, which is approximately US$450 million, from the offering of the convertible senior notes to repurchase additional ADSs and/or Class A ordinary shares on the open market and/or through other means from time to time under the March 2025 Share Repurchase Plan.

Business Outlook

As macro-economic uncertainties persist, the Company intends to maintain a prudent approach in its business planning for 2025. Management will continue to focus on enhancing efficiency of the Company’s operations. As such, for the second quarter of 2025, the Company expects to generate a net income between RMB1.65 billion and RMB1.75 billion and a non-GAAP net income^*1³ between RMB1.75 billion and RMB1.85 billion, representing a year-on-year growth between 24% and 31%. This outlook reflects the Company’s current and preliminary views, which is subject to material changes.

^{13 Non-GAAP net income represents net income excluding share-based compensation expenses.}

Conference Call Preregistration

Qifu Technology’s management team will host an earnings conference call at 8:30 PM U.S. Eastern Time on Monday, May 19, 2025 (8:30 AM Beijing Time on Tuesday, May 20, 2025).

All participants wishing to join the conference call must pre-register online using the link provided below.

Registration Link: https://s1.c-conf.com/diamondpass/10047043-kj87y6.html

Upon registration, each participant will receive details for the conference call, including dial-in numbers and a unique access PIN. Please dial in 10 minutes before the call is scheduled to begin.

Additionally, a live and archived webcast of the conference call will be available on the Investor Relations section of the Company’s website at https://ir.qifu.tech.

About Qifu Technology

Qifu Technology is a leading AI-empowered Credit-Tech platform in China. By leveraging its sophisticated machine learning models and data analytics capabilities, the Company provides a comprehensive suite of technology services to assist financial institutions and consumers and SMEs in the loan lifecycle, ranging from borrower acquisition, preliminary credit assessment, fund matching and post-facilitation services. The Company is dedicated to making credit services more accessible and personalized to consumers and SMEs through Credit-Tech services to financial institutions.

For more information, please visit: https://ir.qifu.tech.

Use of Non-GAAP Financial Measures Statement

To supplement our financial results presented in accordance with U.S. GAAP, we use Non-GAAP financial measure, which is adjusted from results based on U.S. GAAP to exclude share-based compensation expenses. Reconciliations of our Non-GAAP financial measures to our U.S. GAAP financial measures are set forth in tables at the end of this earnings release, which provide more details on the Non-GAAP financial measures.

We use Non-GAAP income from operation, Non-GAAP operating margin, Non-GAAP net income, Non-GAAP net income margin, Non-GAAP net income attributed to the Company and Non-GAAP net income per fully diluted ADS in evaluating our operating results and for financial and operational decision-making purposes. Non-GAAP income from operation represents income from operation excluding share-based compensation expenses. Non-GAAP operating margin is equal to Non-GAAP income from operation divided by total net revenue. Non-GAAP net income represents net income excluding share-based compensation expenses. Non-GAAP net income margin is equal to Non-GAAP net income divided by total net revenue. Non-GAAP net income attributed to the Company represents net income attributed to the Company excluding share-based compensation expenses. Non-GAAP net income per fully diluted ADS represents net income excluding share-based compensation expenses per fully diluted ADS. Such adjustments have no impact on income tax. We believe that Non-GAAP income from operation, Non-GAAP operating margin, Non-GAAP net income, Non-GAAP net income margin, Non-GAAP net income attributed to the Company and Non-GAAP net income per fully diluted ADS help identify underlying trends in our business that could otherwise be distorted by the effect of certain expenses that we include in results based on U.S. GAAP. We believe that Non-GAAP income from operation and Non-GAAP net income provide useful information about our operating results, enhance the overall understanding of our past performance and future prospects and allow for greater visibility with respect to key metrics used by our management in its financial and operational decision-making. Our Non-GAAP financial information should be considered in addition to results prepared in accordance with U.S. GAAP, but should not be considered a substitute for or superior to U.S. GAAP results. In addition, our calculation of Non-GAAP financial information may be different from the calculation used by other companies, and therefore comparability may be limited.

Exchange Rate Information

This announcement contains translations of certain RMB amounts into U.S. dollars at specified rates solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to U.S. dollars are made at a rate of RMB 7.2567 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System as of March 31, 2025.

Safe Harbor Statement

Any forward-looking statements contained in this announcement are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the business outlook and quotations from management in this announcement, as well as the Company’s strategic and operational plans, contain forward-looking statements. Qifu Technology may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (“SEC”), in announcements made on the website of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including the Company’s business outlook, beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, which factors include but not limited to the following: the Company’s growth strategies, changes in laws, rules and regulatory environments, the recognition of the Company’s brand, market acceptance of the Company’s products and services, trends and developments in the credit-tech industry, governmental policies relating to the credit-tech industry, general economic conditions in China and around the globe, and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks and uncertainties is included in Qifu Technology’s filings with the SEC and announcements on the website of the Hong Kong Stock Exchange. All information provided in this press release is as of the date of this press release, and Qifu Technology does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

For more information, please contact:

Qifu Technology
E-mail: ir@360shuke.com

Unaudited Condensed Consolidated Balance Sheets (Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“USD”) except for number of shares and per share data, or otherwise noted)

	December 31,	March 31,	March 31,
	2024	2025	2025
	RMB	RMB	USD
ASSETS
Current assets:
Cash and cash equivalents	4,452,416	8,578,822	1,182,193
Restricted cash	2,353,384	3,236,427	445,992
Short term investments	3,394,073	2,040,269	281,157
Security deposit prepaid to third-party guarantee companies	162,617	173,437	23,900
Funds receivable from third party payment service providers	462,112	347,416	47,875
Accounts receivable and contract assets, net	2,214,530	2,316,593	319,235
Financial assets receivable, net	1,553,912	1,530,084	210,851
Amounts due from related parties	8,510	3,242	447
Loans receivable, net	26,714,428	30,675,633	4,227,215
Prepaid expenses and other assets	1,464,586	1,510,818	208,196
Total current assets	42,780,568	50,412,741	6,947,061
Non-current assets:
Accounts receivable and contract assets, net-noncurrent	27,132	20,004	2,757
Financial assets receivable, net-noncurrent	170,779	189,379	26,097
Amounts due from related parties	51	39	5
Loans receivable, net-noncurrent	2,537,749	2,314,826	318,992
Property and equipment, net	362,774	405,926	55,938
Land use rights, net	956,738	951,557	131,128
Intangible assets	11,818	11,420	1,574
Goodwill	42,414	42,407	5,844
Deferred tax assets	1,206,325	1,244,757	171,532
Other non-current assets	36,270	34,112	4,701
Total non-current assets	5,352,050	5,214,427	718,568
TOTAL ASSETS	48,132,618	55,627,168	7,665,629

LIABILITIES AND EQUITY
Current liabilities:
Payable to investors of the consolidated trusts-current	8,188,454	6,541,069	901,383
Accrued expenses and other current liabilities	2,492,921	3,337,707	459,948
Amounts due to related parties	67,495	48,442	6,675
Short term loans	1,369,939	1,219,431	168,042
Guarantee liabilities-stand ready	2,383,202	2,377,408	327,616
Guarantee liabilities-contingent	1,820,350	1,794,747	247,323
Income tax payable	1,040,687	1,054,537	145,319
Other tax payable	109,161	3,897	537
Total current liabilities	17,472,209	16,377,238	2,256,843
Non-current liabilities:
Deferred tax liabilities	439,435	569,734	78,511
Payable to investors of the consolidated trusts-noncurrent	5,719,600	10,354,000	1,426,819
Convertible senior notes	–	4,912,524	676,964
Other long-term liabilities	255,155	297,730	41,028
Total non-current liabilities	6,414,190	16,133,988	2,223,322
TOTAL LIABILITIES	23,886,399	32,511,226	4,480,165
TOTAL QIFU TECHNOLOGY INC EQUITY	24,190,043	23,063,344	3,178,216
Noncontrolling interests	56,176	52,598	7,248
TOTAL EQUITY	24,246,219	23,115,942	3,185,464
TOTAL LIABILITIES AND EQUITY	48,132,618	55,627,168	7,665,629

Unaudited Condensed Consolidated Statements of Operations (Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“USD”) except for number of shares and per share data, or otherwise noted)

	Three months ended March 31,
	2024	2025	2025
	RMB	RMB	USD
Credit driven services	3,016,282	3,110,866	428,690
Loan facilitation and servicing fees-capital heavy	243,766	429,775	59,225
Financing income	1,534,986	1,817,221	250,420
Revenue from releasing of guarantee liabilities	1,166,018	778,222	107,242
Other services fees	71,512	85,648	11,803
Platform services	1,136,901	1,579,831	217,706
Loan facilitation and servicing fees-capital light	502,715	373,709	51,498
Referral services fees	548,824	1,004,622	138,441
Other services fees	85,362	201,500	27,767
Total net revenue	4,153,183	4,690,697	646,396
Facilitation, origination and servicing	736,026	714,492	98,460
Funding costs	155,963	122,657	16,903
Sales and marketing	415,617	591,495	81,510
General and administrative	106,415	196,482	27,076
Provision for loans receivable	847,921	823,187	113,438
Provision for financial assets receivable	99,003	39,863	5,493
Provision for accounts receivable and contract assets	111,473	68,445	9,432
Provision for contingent liabilities	316,664	159,343	21,958
Total operating costs and expenses	2,789,082	2,715,964	374,270
Income from operations	1,364,101	1,974,733	272,126
Interest income, net	50,058	67,774	9,340
Foreign exchange gain	82	2,123	293
Other income, net	111,968	175,600	24,198
Income before income tax expense	1,526,209	2,220,230	305,957
Income taxes expense	(366,065)	(423,631)	(58,378)
Net income	1,160,144	1,796,599	247,579
Net loss attributable to noncontrolling interests	4,143	3,576	493
Net income attributable to ordinary shareholders of the Company	1,164,287	1,800,175	248,072
Net income per ordinary share attributable to ordinary shareholders of Qifu Technology, Inc.
Basic	3.73	6.41	0.88
Diluted	3.65	6.31	0.87

Net income per ADS attributable to ordinary shareholders of Qifu Technology, Inc.
Basic	7.46	12.82	1.76
Diluted	7.30	12.62	1.74

Weighted average shares used in calculating net income per ordinary share
Basic	312,027,192	280,958,513	280,958,513
Diluted	318,915,157	285,237,588	285,237,588

Unaudited Condensed Consolidated Statements of Cash Flows (Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“USD”) except for number of shares and per share data, or otherwise noted)

	Three months ended March 31,
	2024	2025	2025
	RMB	RMB	USD
Net cash provided by operating activities	1,958,267	2,805,685	386,634
Net cash used in investing activities	(3,138,175)	(3,240,186)	(446,510)
Net cash provided by financing activities	1,775,409	5,449,071	750,902
Effect of foreign exchange rate changes	2,095	(5,121)	(705)
Net increase in cash and cash equivalents	597,596	5,009,449	690,321
Cash, cash equivalents, and restricted cash, beginning of period	7,558,997	6,805,800	937,864
Cash, cash equivalents, and restricted cash, end of period	8,156,593	11,815,249	1,628,185

Unaudited Condensed Consolidated Statements of Comprehensive Income/(Loss) (Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“USD”) except for number of shares and per share data, or otherwise noted)

	Three months ended March 31,
	2024	2025	2025
	RMB	RMB	USD
Net income	1,160,144	1,796,599	247,579
Other comprehensive income, net of tax of nil:
Foreign currency translation adjustment	2,010	(15,362)	(2,117)
Other comprehensive income (loss)	2,010	(15,362)	(2,117)
Total comprehensive income	1,162,154	1,781,237	245,462
Comprehensive loss attributable to noncontrolling interests	4,143	3,576	493
Comprehensive income attributable to ordinary shareholders	1,166,297	1,784,813	245,955

Unaudited Reconciliations of GAAP and Non-GAAP Results (Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“USD”) except for number of shares and per share data, or otherwise noted)

	Three months ended March 31,
	2024	2025	2025
	RMB	RMB	USD
Reconciliation of Non-GAAP Net Income to Net Income
Net income	1,160,144	1,796,599	247,579
Add: Share-based compensation expenses	44,645	129,614	17,861
Non-GAAP net income	1,204,789	1,926,213	265,440
GAAP net income margin	27.9%	38.3%
Non-GAAP net income margin	29.0%	41.1%

Net income attributable to shareholders of Qifu Technology, Inc.	1,164,287	1,800,175	248,072
Add: Share-based compensation expenses	44,645	129,614	17,861
Non-GAAP net income attributable to shareholders of Qifu Technology, Inc.	1,208,932	1,929,789	265,933
Weighted average ADS used in calculating net income per ordinary share for both GAAP and non-GAAP EPS – diluted	159,457,579	142,618,794	142,618,794
Net income per ADS attributable to ordinary shareholders of Qifu Technology, Inc. – diluted	7.30	12.62	1.74
Non-GAAP net income per ADS attributable to ordinary shareholders of Qifu Technology, Inc. – diluted	7.58	13.53	1.86

Reconciliation of Non-GAAP Income from operations to Income from operations
Income from operations	1,364,101	1,974,733	272,126
Add: Share-based compensation expenses	44,645	129,614	17,861
Non-GAAP Income from operations	1,408,746	2,104,347	289,987
GAAP operating margin	32.8%	42.1%
Non-GAAP operating margin	33.9%	44.9%

The MIL Network –

May 20, 2025

MIL-OSI Global: Overshooting 1.5°C: even temporary warming above globally agreed temperature limit could have permanent consequences

Source: The Conversation – UK – By Paul Dodds, Professor of Energy Systems, UCL

Earth’s surface temperature has been 1.5°C hotter than the pre-industrial average for 21 of the last 22 months.

The 2015 Paris agreement committed countries to keeping the global temperature increase “well below 2°C”, which is widely interpreted as an average of 1.5°C over a 30-year period. The Paris agreement has not yet failed, but recent high temperatures show how close the Earth is to crossing this critical threshold.

Climate scientists have, using computer simulations, modelled pathways for halting climate change at internationally agreed limits. However, in recent years, many of the pathways that have been published involve exceeding 1.5°C for a few decades and removing enough greenhouse gas from the atmosphere to return Earth’s average temperature below the threshold again. Scientists call this “a temporary overshoot”.

If human activities were to raise the global average temperature 1.6°C above the pre-industrial average, for example, then CO₂ removal, using methods ranging from habitat restoration to mechanically capturing CO₂ from the air, would be required to return warming to below 1.5°C by 2100.

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

Do we really understand the consequences of “temporarily” overshooting 1.5°C? And would it even be possible to lower temperatures again?

Faith that a temporary overshoot will be safe and practicable has justified a deliberate strategy of delaying emission cuts in the short term, some scientists warn. The dangers posed by remaining above the 1.5°C limit for a period of time have received little attention by researchers like me, who study climate change.

To learn more, the UK government commissioned me and a team of 36 other scientists to examine the possible impacts.

How nature will be affected

We examined a “delayed action” scenario, in which greenhouse gas emissions remain similar for the next 15 years due to continued fossil fuel burning but then fall rapidly over a period of 20 years.

We projected that this would cause the rise in Earth’s temperature to peak at 1.9°C in 2060, before falling to 1.5°C in 2100 as greenhouse gases are removed from the atmosphere. We compared this scenario with a baseline scenario in which the global temperature does not exceed 1.5°C of warming this century.

Our Earth system model suggested that Arctic temperatures would be up to 4°C higher in 2060 compared to the baseline scenario. Arctic Sea ice loss would be much higher. Even after the global average temperature was returned to 1.5°C above pre-industrial levels, in 2100, the Arctic would remain around 1.5°C warmer compared to the baseline scenario. This suggests there are long-term and potentially irreversible consequences for the climate in overshooting 1.5°C.

Temperature increases caused by overshooting 1.5°C are primarily felt in the Arctic and on land.
Selena Zhang, Maria Russo, Luke Abraham and Alex Archibald.

As global warming approaches 2°C, warm-water corals, Arctic permafrost, Barents Sea ice and mountain glaciers could reach tipping points at which substantial and irreversible changes occur. Some scientists have concluded that the west Antarctic ice sheet may have already started melting irreversibly.

Our modelling showed that the risk of catastrophic wildfires is substantially higher during a temporary overshoot that culminates in 1.9°C of warming, particularly in regions already vulnerable to wildfires. Fires in California in early 2025 are an example of what is possible when the global temperature is higher.

Our analysis showed that the risk of species going extinct at 2°C of warming is double that at 1.5°C. Insects are most at risk because they are less able to move between regions in response to the changing climate than larger mammals and birds.

The impacts on society

Only armed conflict is considered by experts to have a greater impact on society than extreme weather. Forecasting how extreme weather will be affected by climate change is challenging. Scientists expect more intense storms, floods and droughts, but not necessarily in places that already regularly suffer these extremes.

In some places, moderate floods may reduce in size while larger, more extreme events occur more often and cause more damage. We are confident that the sea level would rise faster in a temporary overshoot scenario, and further increase the risk of flooding. We also expect more extreme floods and droughts, and for them to cause more damage to water and sanitation systems.

Floods and droughts will affect food production too. We found that impact studies have probably underestimated the crop damage that increases in extreme weather and water scarcity in key production areas during a temporary overshoot would cause.

We know that heatwaves become more frequent and intense as temperatures increase. More scarce food and water would increase the health risks of heat exposure beyond 1.5°C. It is particularly difficult to estimate the overall impact of overshooting this temperature limit when several impacts reinforce each other in this way.

In fact, most alarming of all is how uncertain much of our knowledge is.

For example, we have little confidence in estimates of how climate change will affect the economy. Some academics use models to predict how crops and other economic assets will be affected by climate change; others infer what will happen by projecting real-word economic losses to date into future warming scenarios. For 3°C of warming, estimates of the annual impact on GDP using models range from -5% to +3% each year, but up to -55% using the latter approach.

We have not managed to reconcile the differences between these methods. The highest estimates account for changes in extreme weather due to climate change, which are particularly difficult to determine.

We carried out an economic analysis using estimates of climate damage from both models and observed climate-related losses. We found that temporarily overshooting 1.5°C would reduce global GDP compared with not overshooting it, even if economic damages were lower than we expect. The economic consequences for the global economy could be profound.

So, what can we say for certain? First, that temporarily overshooting 1.5°C would be more costly to society and to the natural world than not overshooting it. Second, our projections are relatively conservative. It is likely that impacts would be worse, and possibly much worse, than we estimate.

Fundamentally, every increment of global temperature rise will worsen impacts on us and the rest of the natural world. We should aim to minimise global warming as much as possible, rather than focus on a particular target.

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

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

Paul Dodds has received funding from the UK government through the Climate Services for a Net Zero World (CS-N0W) programme. While the UK government set the research questions for the study, it was carried out independently by scientists from nine organisations. Dodds has also received funding for other research projects from a range of organisations, including UK Research and Innovation organisations (Engineering and Physical Sciences Research Council and the Natural Environment Research Council); the IEA Energy Technology Systems Analysis Program (ETSAP); and private organisations (National Grid; Fuels Industry UK; Johnson Matthey; Cadent). A team at UCL led by Paul Dodds jointly develops the UK TIMES energy system model in a partnership with the UK government. This model was not used in this study.

– ref. Overshooting 1.5°C: even temporary warming above globally agreed temperature limit could have permanent consequences – https://theconversation.com/overshooting-1-5-c-even-temporary-warming-above-globally-agreed-temperature-limit-could-have-permanent-consequences-255523

MIL OSI – Global Reports –

May 20, 2025

MIL-OSI Australia: Man bitten by dingo while fishing on K’gari

Source: Tasmania Police

Issued: 19 May 2025

Rangers are reminding fishers to be alert on K’gari after a man was bitten by a dingo whilst fishing in knee deep water around 11:30am near Eurong on 16 May 2025.

The man was fishing alone when he was approached from behind by the dingo. It bit him on the back of the leg, resulting in two puncture wounds and a small superficial laceration which required basic first aid treatment.

The man told rangers from the Department of the Environment, Tourism, Science and Innovation (DETSI) that the dingo was almost fully submerged in the water at the time of the incident.

He was wearing a fishing bag containing a fish, and rangers believe the dingo may have been attracted by the smell.

After being bitten, the man used his fishing rod to make contact with the dingo.

In addition to this incident, DETSI has received recent reports that dingoes have been loitering around fishers on the island in hope of getting a free feed.

Dingoes are known to steal fish and bait from anywhere they can scavenge, including vehicles, berley bags, shallow waters and straight off a fisher’s line.

To fish responsibly, it’s important to stay close to the water’s edge when reeling in a fish and avoid dragging your catch across the sand.

When removing bait from fishing hooks, it is recommended that a protective cover is placed on the hook, and it is stored out of reach of dingoes.

Ranger Dan Novak would like to remind all visitors including fishers to be alert for dingoes on K’gari.

“Dingoes are opportunistic predators and will strike when they see a chance to do so,” Mr Novak said.

“To avoid a dingo incident, it’s always a good idea to have a mate stand guard, preferably holding a dingo stick.

“It is an offence to hang bait or berley bags on the outside of vehicles, in trees, or have these lying around.

“We have also seen dingoes grabbing bycatch or fish that are undersized as they’re being released.

“To reduce the chance of a negative dingo interaction we remind visitors to be dingo safe at all times.”

Visitors to K’gari are reminded to ‘Be dingo-safe!’ at all times:

Always stay close (within arm’s reach) of children and young teenagers
Always walk in groups and carry a stick.
Camp in fenced areas where possible
Do not run. Running or jogging can trigger a negative dingo interaction
Never feed dingoes
Lock up food stores and iceboxes (even on a boat)
Never store food or food containers in tents, and
Secure all rubbish, fish and bait.

For more information go to K’gari dingoes

MIL OSI News –

May 20, 2025

MIL-OSI: Gilat Reports First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

Revenues Increased 21% Year-over-Year with Adjusted EBITDA of $7.6 Million

Reiterates Guidance for 2025

PETAH TIKVA, Israel, May 19, 2025 (GLOBE NEWSWIRE) — Gilat Satellite Networks Ltd. (NASDAQ: GILT, TASE: GILT), a worldwide leader in satellite networking technology, solutions and services, today reported its results for the first quarter, ended March 31, 2025.

First Quarter 2025 Financial Highlights

Revenues of $92million, up 21% compared with $76.1million in Q12024;
GAAP operating loss of $2.7 million,compared with GAAP operating income of $5.4 million in Q1 2024 mainly due to a loss of about $3.6 million from Gilat Stellar Blu’s ramp up process, amortization of purchased intangibles derived from the Stellar Blu acquisition, and other operating expenses, related to earnout liabilities and one-time acquisition-related costs;
Non-GAAP operating income of $5.2million, compared with $6.6million in Q1 2024;
GAAP net loss of $6.0 million, or $0.11 per share, compared with GAAP net income of $5.0 million, or $0.09 per diluted share, in Q1 2024;
Non-GAAP net income of $1.8 million, or $0.03 per diluted share, compared with $6.0 million, or $0.11 per diluted share, in Q1 2024;
Adjusted EBITDA of $7.6 million, compared with $9.3 million in Q1 2024, which includes a loss of about $3.6 million from Gilat Stellar Blu’s ramp up process. Adjusted EBITDA, excluding such loss, was $11.2 million.

Forward-Looking Expectations

The Company today reiterated its guidance for 2025.

Expectations are for revenue between $415 and $455 million, representing year-over-year growth of 42% at the midpoint. Adjusted EBITDA is expected to be between $47 and $53 million, representing year-over-year growth of 18% at the midpoint.

Management Commentary

Adi Sfadia, Gilat’s CEO, commented: “Gilat delivered solid Q1 2025 results, demonstrating strong execution across the company and positive impact from our new organizational structure. Gilat Defense is experiencing significant momentum, fueled by growing demand for its broad portfolio of products and services and is becoming an increasingly important contributor to our growth. This growth is supported by macro-geopolitical factors that are driving increased investment in secure, mission-critical communications worldwide.”

Mr. Sfadia added, “Regarding Gilat Commercial, our IFC business continues to expand as we deliver on customer commitments and grow our market base. Gilat Stellar Blu’s ramp up is on track, and its Sidewinder ESA is now flying on over 150 aircraft, with strong feedback and additional orders expected very soon. We are collaborating with our partners to expand into new applications such as ISR and VVIP aviation. We’re also in the process of developing OEM installation and broader modem compatibility, further establishing Sidewinder as the go-to multi-orbit IFC solution.”

Mr. Sfadia concluded, “Based on our strong beginning to 2025 and as Stellar Blu’s ramp up finalizes, we are on track to deliver a record year in both revenues and non-GAAP profitability as we capture the expanding opportunities in mission-critical communications and next-generation satellite solutions.”

Key Recent Announcements

Gilat Receives Over $15 Million in Orders from Leading Satellite Operators
Gilat Receives a Multimillion Order from a Global Defense Organization
Gilat Receives over $11 Million Defense Contract from a Leading UAV Company
Gilat Awarded Up to $23 Million Multi-Year Contract to Service Satellite Transportable Terminal Units for US DoD Customers
Gilat Receives $6 Million Defense Contract to Provide Military Communications solutions in Asia-Pacific
Gilat Receives $4 Million in Orders for Advanced Portable Satellite Terminals from Global Defense Customers
Gilat Awarded Over $5 Million to Support Critical Connectivity for Defense Forces

Conference Call Details

Gilat’s management will discuss its first quarter 2025 results and business achievements and participate in a question-and-answer session:

Date:	Monday, May 19, 2025
Start:	09:00 AM EST / 16:00 IST
Dial-in:	US: 1-888-407-2553
	International: +972-3-918-0609

A simultaneous webcast of the conference call will be available on the Gilat website at http://www.gilat.com and through this link: https://veidan.activetrail.biz/gilatq1-2025.

The webcast will also be archived for a period of 30 days on the Company’s website and through the link above.

Non-GAAP Measures

The attached summary unaudited financial statements were prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). To supplement the consolidated financial statements presented in accordance with GAAP, the Company presents non-GAAP presentations of gross profit, operating expenses, operating income, income before taxes on income, net income, Adjusted EBITDA, and earnings per share. The adjustments to the Company’s GAAP results are made with the intent of providing both management and investors with a more complete understanding of the Company’s underlying operational results, trends, and performance. Non-GAAP financial measures mainly exclude, if and when applicable, the effect of stock-based compensation expenses, amortization of purchased intangibles, lease incentive amortization, other non-recurring expenses, other integration expenses, other operating expenses (income), net, and income tax effect on the relevant adjustments.

Adjusted EBITDA is presented to compare the Company’s performance to that of prior periods and evaluate the Company’s financial and operating results on a consistent basis from period to period. The Company also believes this measure, when viewed in combination with the Company’s financial results prepared in accordance with GAAP, provides useful information to investors to evaluate ongoing operating results and trends. Adjusted EBITDA, however, should not be considered as an alternative to operating income or net income for the period and may not be indicative of the historic operating results of the Company; nor is it meant to be predictive of potential future results. Adjusted EBITDA is not a measure of financial performance under GAAP and may not be comparable to other similarly titled measures for other companies. Reconciliation between the Company’s net income and adjusted EBITDA is presented in the attached summary financial statements.

Non-GAAP presentations of gross profit, operating expenses, operating income, income before taxes on income, net income, adjusted EBITDA and earnings per share should not be considered in isolation or as a substitute for any of the consolidated statements of operations prepared in accordance with GAAP, or as an indication of Gilat’s operating performance or liquidity.

About Gilat

Gilat Satellite Networks Ltd. (NASDAQ: GILT, TASE: GILT) is a leading global provider of satellite-based broadband communications. With over 35 years of experience, we create and deliver deep technology solutions for satellite, ground and new space connectivity and provide comprehensive, secure end-to-end solutions and services for mission-critical operations, powered by our innovative technology. We believe in the right of all people to be connected and are united in our resolution to provide communication solutions to all reaches of the world.

Our portfolio includes a diverse offering to deliver high value solutions for multiple orbit constellations with very high throughput satellites (VHTS) and software defined satellites (SDS). Our offering is comprised of a cloud-based platform and high-performance satellite terminals; high performance Satellite On-the-Move (SOTM) antennas; highly efficient, high-power Solid State Power Amplifiers (SSPA) and Block Upconverters (BUC) and includes integrated ground systems for commercial and defense, field services, network management software, and cybersecurity services.

Gilat’s comprehensive offering supports multiple applications with a full portfolio of products and tailored solutions to address key applications including broadband access, mobility, cellular backhaul, enterprise, defense, aerospace, broadcast, government, and critical infrastructure clients all while meeting the most stringent service level requirements. For more information, please visit: www.gilat.com

Certain statements made herein that are not historical are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. The words “estimate”, “project”, “intend”, “expect”, “believe” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties. Many factors could cause the actual results, performance or achievements of Gilat to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, changes in general economic and business conditions, inability to maintain market acceptance to Gilat’s products, inability to timely develop and introduce new technologies, products and applications, rapid changes in the market for Gilat’s products, loss of market share and pressure on prices resulting from competition, introduction of competing products by other companies, inability to manage growth and expansion, loss of key OEM partners, inability to attract and retain qualified personnel, inability to protect the Company’s proprietary technology and risks associated with Gilat’s international operations and its location in Israel, including those related to the hostilities between Israel and Hamas. For additional information regarding these and other risks and uncertainties associated with Gilat’s business, reference is made to Gilat’s reports filed from time to time with the Securities and Exchange Commission. We undertake no obligation to update or revise any forward-looking statements for any reason.

Contact:

Gilat Satellite Networks
Hagay Katz, Chief Products and Marketing Officer
hagayk@gilat.com

Alliance Advisors

GilatIR@allianceadvisors.com
Phone: +1 212 838 3777

GILAT SATELLITE NETWORKS LTD.
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
U.S. dollars in thousands (except share and per share data)
	Three months ended March 31,
	Three months ended March 31,
		2025			2024
	Unaudited

Revenues	$	92,037		$	76,078
Cost of revenues		63,639			48,024

Gross profit		28,398			28,054

Research and development expenses, net		11,621			9,319
Selling and marketing expenses		8,202			7,077
General and administrative expenses		6,784			8,077
Other operating expenses (income), net		4,538			(1,810	)

Total operating expenses		31,145			22,663

Operating income (loss)		(2,747	)		5,391

Financial income (expenses), net		(936	)		513

Income (loss) before taxes on income		(3,683	)		5,904

Taxes on income		(2,313	)		(940	)

Net income (loss)	$	(5,996	)	$	4,964

Earnings (losses) per share (basic and diluted)	$	(0.11	)	$	0.09

Weighted average number of shares used in
computing earnings (losses) per share (Basic and Diluted)		57,037,671			57,016,585

GILAT SATELLITE NETWORKS LTD.
RECONCILIATION BETWEEN GAAP AND NON-GAAP CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR COMPARATIVE PURPOSES
U.S. dollars in thousands (except share and per share data)
		Three months ended						Three months ended
		March 31, 2025						March 31, 2024
		GAAP		*Adjustments ()**		Non-GAAP		GAAP		*Adjustments ()**		Non-GAAP
		Unaudited						Unaudited

Gross profit		$ 28,398		810		$ 29,208		$ 28,054		726		$ 28,780
Operating expenses		31,145		(7,090)		24,055		22,663		(499)		22,164
Operating income (loss)		(2,747)		7,900		5,153		5,391		1,225		6,616
Income (loss) before taxes on income		(3,683)		7,900		4,217		5,904		1,225		7,129
Net income (loss)		$	(5,996)	7,823		$	1,827	$	4,964	1,050		$	6,014

Earnings (losses) per share (basic and diluted)		$	(0.11)	$ 0.14		$	0.03	$	0.09	$	0.02	$	0.11


Weighted average number of shares used in computing earnings (losses) per share
	Basic	57,037,671				57,037,671		57,016,585				57,016,585
	Diluted	57,037,671				58,005,232		57,016,585				57,108,734


(*)	Adjustments reflect the effect of stock-based compensation expenses as per ASC 718, amortization of purchased intangibles, other operating income (expenses), net, other integration expenses and income tax effect on such adjustments which is calculated using the relevant effective tax rate.

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

GAAP net income (loss)				$	(5,996)					$	4,964

Gross profit
Stock-based compensation expenses				173						150
Amortization of purchased intangibles				600						507
Other integration expenses				37						69
				810						726
Operating expenses
Stock-based compensation expenses				901						717
Stock-based compensation expenses related to business combination				607						1,324
Amortization of purchased intangibles				884						257
Other operating expenses (income), net *)				4,538						(1,810)
Other integration expenses				160						11
				7,090						499

Taxes on income				(77)						(175)

Non-GAAP net income				$	1,827					$	6,014


*)	Including M&A expenses related to business combinations in the amounts of $2,205 and $318 for the three months ended March 31, 2025 and 2024, respectively

GILAT SATELLITE NETWORKS LTD.
SUPPLEMENTAL INFORMATION
U.S. dollars in thousands


ADJUSTED EBITDA:

	Three months ended
	March 31,
	2025			2024
	Unaudited

GAAP net income (loss)	$	(5,996	)	$	4,964
Adjustments:
Financial expenses (income), net		936			(513	)
Taxes on income		2,313			940
Stock-based compensation expenses		1,074			867
Stock-based compensation expenses related to business combination		607			1,324
Depreciation and amortization (*)		3,962			3,481
Other operating expenses (income), net		4,538			(1,810	)
Other integration expenses		197			80

Adjusted EBITDA	$	7,631		$	9,333

(*) Including amortization of lease incentive

SEGMENT REVENUES:

	Three months ended
	March 31,
		2025			2024
	Unaudited

Commercial	$	64,220		$	41,193
Defense		23,011			17,230
Peru		4,806			17,655

Total revenues	$	92,037		$	76,078

GILAT SATELLITE NETWORKS LTD.
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands

	March 31,			December 31,
		2025			2024
	Unaudited			Audited

ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	63,783		$	119,384
Restricted cash		470			853
Trade receivables, net		49,164			49,600
Contract assets		33,394			24,941
Inventories		59,431			38,890
Other current assets		34,395			21,963

Total current assets		240,637			255,631

LONG-TERM ASSETS:
Restricted cash		13			12
Long-term contract assets		7,450			8,146
Severance pay funds		5,847			5,966
Deferred taxes		9,912			11,896
Operating lease right-of-use assets		6,400			6,556
Other long-term assets		8,539			5,288

Total long-term assets		38,161			37,864

PROPERTY AND EQUIPMENT, NET		69,878			70,834

INTANGIBLE ASSETS, NET		64,928			12,925

GOODWILL		169,444			52,494

TOTAL ASSETS	$	583,048		$	429,748

GILAT SATELLITE NETWORKS LTD.
CONSOLIDATED BALANCE SHEETS (Cont.)
U.S. dollars in thousands

	March 31,			December 31,
		2025			2024
	Unaudited			Audited

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:
Current maturities of long-term loan	$	3,000		$	–
Trade payables		20,364			17,107
Accrued expenses		48,245			45,368
Advances from customers and deferred revenues		71,701			18,587
Operating lease liabilities		2,865			2,557
Other current liabilities		24,617			17,817

Total current liabilities		170,792			101,436

LONG-TERM LIABILITIES:
Long-term loans		57,469			2,000
Accrued severance pay		6,536			6,677
Long-term advances from customers and deferred revenues		254			580
Operating lease liabilities		3,608			4,014
Other long-term liabilities		44,875			10,606

Total long-term liabilities		112,742			23,877

SHAREHOLDERS’ EQUITY:
Share capital – ordinary shares of NIS 0.2 par value		2,736			2,733
Additional paid-in capital		944,657			943,294
Accumulated other comprehensive loss		(6,411	)		(6,120	)
Accumulated deficit		(641,468	)		(635,472	)

Total shareholders’ equity		299,514			304,435

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	583,048		$	429,748

GILAT SATELLITE NETWORKS LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands

	Three months ended
	March 31,
	2025			2024
	Unaudited
Cash flows from operating activities:
Net income (loss)	$	(5,996	)	$	4,964
Adjustments required to reconcile net income (loss)
to net cash provided by (used in) operating activities:
Depreciation and amortization		3,905			3,425
Stock-based compensation expenses		1,681			2,191
Accrued severance pay, net		(22	)		(55	)
Deferred taxes, net		1,984			451
Decrease (increase) in trade receivables, net		4,528			(8,797	)
Decrease (increase) in contract assets		(7,798	)		6,248
Decrease in other assets and other adjustments (including short-term, long-term
and effect of exchange rate changes on cash, cash equivalents and restricted cash)		18,390			3,507
Increase in inventories		(11,456	)		(3,193	)
Decrease in trade payables		(7,828	)		(666	)
Decrease in accrued expenses		(6,358	)		(1,240	)
Decrease in advances from customers and deferred revenues		(1,096	)		(2,754	)
Increase in other liabilities		3,454			139
Net cash provided by (used in) operating activities		(6,612	)		4,220

Cash flows from investing activities:
Purchase of property and equipment		(1,490	)		(793	)
Investment in other asset		(2,500	)		–
Acquisitions of subsidiary, net of cash acquired		(104,943	)		–
Net cash used in investing activities		(108,933	)		(793	)

Cash flows from financing activities:
Repayment of short-term debt, net		–			(2,744	)
Proceeds from long-term loan, net of associated costs		58,970			–
Net cash provided by (used in) financing activities		58,970			(2,744	)

Effect of exchange rate changes on cash, cash equivalents and restricted cash		592			(268	)

Increase (decrease) in cash, cash equivalents and restricted cash		(55,983	)		415

Cash, cash equivalents and restricted cash at the beginning of the period		120,249			104,751

Cash, cash equivalents and restricted cash at the end of the period	$	64,266		$	105,166

The MIL Network –

May 19, 2025

MIL-OSI: LanzaTech Announces First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

CHICAGO, May 19, 2025 (GLOBE NEWSWIRE) — LanzaTech Global, Inc. (NASDAQ: LNZA) (“LanzaTech” or the “Company”), a carbon management solutions company, today reported its financial and operating results for the first quarter of 2025.

Key Takeaways:

Reported total revenue of $9.5 million for the first quarter of 2025 as compared to $10.2 million for the first quarter of 2024. The year-over-year decrease was driven primarily by lower revenues in the biorefining and Joint Development Agreement (“JDA”) & Contract Research businesses, which was largely offset by a significant increase in CarbonSmart™ revenue.
Continued to shift the Company’s core operations from research and development to the global deployment of LanzaTech’s commercially proven technology, with incremental actions being taken to sharpen the business focus, streamline operations, and improve the Company’s cost structure.
Closed $40 million of preferred equity capital in May of 2025; however, after completing its assessment as required by Generally Accepted Accounting Principles (“GAAP”), management has concluded that its continuing actions such as ongoing liquidity initiatives, together with the terms of the preferred capital, and the execution of cost reduction plans, do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

First Quarter 2025 Financial Results
The table below outlines key results for the first quarter of 2025:

All amounts in millions ($)	Three Months Ended March 31,
		2025			2024
Revenue	$	9.5		$	10.2
Cost of revenue		7.5			6.8
Gross Profit		2.0			3.4
Operating expenses		33.0			29.6
Net loss		(19.2	)		(25.5	)
Adjusted EBITDA loss ⁽¹⁾	$	(30.5	)	$	(22.1	)

(1) See “Non-GAAP Financial Measures” and “Reconciliations of GAAP Net Loss to Adjusted EBITDA” sections herein for an explanation and reconciliations of non-GAAP measures used throughout this release.

Revenue

Reported total revenue of $9.5 million for the first quarter of 2025 as compared to total revenue of $10.2 million for the first quarter of 2024. The decrease was driven primarily by lower biorefining and JDA & Contract Research revenues year-over-year, which were offset by a significant increase in CarbonSmart revenue:
- Biorefining revenue for the first quarter of 2025 was $2.9 million as compared to $5.0 million for the first quarter of 2024. The year-over-year decrease was driven primarily by the first quarter of 2024 benefiting from engineering and other services contracts with existing customers which have since reached the completion of their current development phase.
- JDA & Contract Research revenue for the first quarter of 2025 was $2.4 million as compared to $4.3 million for the first quarter of 2024. The year-over-year decline was attributable to the completion of certain government projects during 2024, compounded by a period of downtime prior to new projects commencing.
- CarbonSmart revenue for the first quarter of 2025 was $4.2 million as compared to $0.9 million for the first quarter of 2024. The year-over-year increase was attributable to incremental direct fuel sales as a result of establishing licensing arrangements, identifying partners, and developing supply chain infrastructure during the third quarter of 2024.

Cost of Revenue

For the first quarter of 2025, the cost of revenue was $7.5 million as compared to $6.8 million for the first quarter of 2024. The year-over-year increase was driven in part by a change in revenue mix related to a rise in revenue generated by CarbonSmart, which is a lower margin business as compared to biorefining and JDA & Contract Research. Additionally, the biorefining business experienced margin contraction during the first quarter of 2025 as compared to the same period in 2024 as a result of customer mix.

Operating Expenses

For the first quarter of 2025, operating expenses were $33.0 million as compared to $29.6 million for the first quarter of 2024. The year-over-year increase was primarily driven by incremental costs associated with sharpening the business focus, streamlining operations, and evaluating strategic options.

Net Loss

For the first quarter of 2025, net losses were $19.2 million as compared $25.5 million for the first quarter of 2024. Net loss decreased year-over-year primarily as a result of a $17.9 million non-cash gain on financial instruments being recorded in the first quarter of 2025, that was partially offset by expenses incurred associated with evaluating strategic options and a $6.5 million non-cash loss recorded related to equity method investees.

Adjusted EBITDA Loss

For the first quarter of 2025, adjusted EBITDA loss was $30.5 million as compared to $22.1 million for the first quarter of 2024. The increase in adjusted EBITDA loss year-over-year was primarily attributable to higher selling, general and administrative expenses as a result of evaluating strategic options, along with lower revenue and higher cost of sales period-over-period.

Balance Sheet and Liquidity
As of March 31, 2025, LanzaTech had $23.4 million in total cash, restricted cash, and investments, compared to total cash of $58.1 million at the end of December 31, 2024. The Company subsequently closed $40 million of preferred equity capital in May of 2025.

About LanzaTech
LanzaTech Global, Inc. (NASDAQ: LNZA) is the carbon recycling company transforming waste carbon into sustainable fuels, chemicals, materials, and protein. Using its biorecycling technology, LanzaTech captures carbon generated by energy-intensive industries at the source, preventing it from being emitted into the air. LanzaTech then gives that captured carbon a new life as a clean replacement for virgin fossil carbon in everything from household cleaners and clothing fibers to packaging and fuels. For more information about LanzaTech, please visit https://lanzatech.com.

Forward Looking Statements
This press release includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of LanzaTech. These statements are based on the beliefs and assumptions of LanzaTech’s management. Although LanzaTech believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, LanzaTech cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. The forward-looking statements are based on projections prepared by, and are the responsibility of, LanzaTech’s management. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside LanzaTech’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements, including the Company’s ability to continue operations as a going concern; the Company’s ability to obtain the stockholder approvals necessary to consummate the subsequent equity financing contemplated by the Series A Convertible Senior Preferred Stock Purchase Agreement, dated May 7, 2025; the Company’s ability to attract new investors and raise substantial additional financing to fund its operations and/or execute on its other strategic options; the Company’s ability to regain compliance with the listing rules of Nasdaq and maintain the listing of its securities on Nasdaq; and the Company’s ability to achieve profitability. LanzaTech may be adversely affected by other economic, business, or competitive factors, and other risks and uncertainties, including those described under the header “Risk Factors” in its Form 10-K for the year ended December 31, 2024, its Form 10-Q for the quarter ended March 31, 2025 and in future SEC filings. New risk factors that may affect actual results or outcomes emerge from time to time and it is not possible to predict all such risk factors, nor can LanzaTech assess the impact of all such risk factors on its business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to LanzaTech or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. LanzaTech undertakes no obligations to update or revise publicly any forward-looking statements.

Non-GAAP Financial Measures
To supplement our financial statements presented in accordance with US GAAP and to provide investors with additional information regarding our financial results, we have presented adjusted EBITDA, a non-GAAP financial measure. Adjusted EBITDA is not based on any standardized methodology prescribed by US GAAP and is not necessarily comparable to similarly titled measures presented by other companies.

We define adjusted EBITDA as our net loss, excluding the impact of depreciation, interest income, net, stock-based compensation expense, change in fair value of warrant liabilities, change in fair value of Brookfield SAFE liabilities, loss on Brookfield SAFE extinguishment, change in fair value of the FPA Put Option and Fixed Maturity Consideration liabilities, change in fair value of our outstanding convertible note and related transaction costs, change in fair value of Brookfield Loan and(loss) gain from equity method investees. We monitor adjusted EBITDA because it is a key measure used by our management and Board of Directors to understand and evaluate our operating performance, to establish budgets, and to develop operational goals for managing our business. We believe adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of certain expenses that we include in net loss. Accordingly, we believe adjusted EBITDA provides useful information to investors, analysts, and others in understanding and evaluating our operating results and enhancing the overall understanding of our past performance and future prospects.

Adjusted EBITDA is not prepared in accordance with US GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with US GAAP. There are a number of limitations related to the use of adjusted EBITDA rather than net loss, which is the most directly comparable financial measure calculated and presented in accordance with US GAAP. For example, adjusted EBITDA: (i) excludes stock-based compensation expense because it is a significant non-cash expense that is not directly related to our operating performance; (ii) excludes depreciation expense and, although this is a non-cash expense, the assets being depreciated and amortized may have to be replaced in the future; (iii) excludes gain or losses on equity method investee; and (iv) excludes certain income or expense items that do not provide a comparable measure of our business performance. In addition, the expenses and other items that we exclude in our calculations of adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from adjusted EBITDA when they report their operating results. In addition, other companies may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.


LANZATECH GLOBAL INC. CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands, except share and per share data)

	March 31,			December 31,
		2025			2024
Assets
Current assets:
Cash and cash equivalents	$	13,778		$	43,499
Held-to-maturity investment securities		7,411			12,374
Trade and other receivables, net of allowance		9,058			9,456
Contract assets		13,267			18,975
Other current assets		14,157			15,030
Total current assets		57,671			99,334
Property, plant and equipment, net		20,225			22,333
Right-of-use assets		28,482			26,790
Equity method investment		—			4,363
Equity security investment		14,990			14,990
Other non-current assets		4,467			6,873
Total assets	$	125,835		$	174,683
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	6,434		$	5,289
Other accrued liabilities		7,506			8,876
Warrants		549			3,531
Fixed Maturity Consideration and current FPA Put Option liability		4,123			4,123
Contract liabilities		5,291			6,168
Accrued salaries and wages		2,451			2,302
Current lease liabilities		166			158
Total current liabilities		26,520			30,447
Non-current lease liabilities		30,144			30,619
Non-current contract liabilities		5,433			5,233
FPA Put Option liability		30,015			30,015
Brookfield SAFE liability		—			13,223
Brookfield Loan liability		18,416			—
Convertible Note		15,969			51,112
Other long-term liabilities		512			587
Total liabilities		127,009			161,236

Shareholders’ Equity
Common stock, $0.0001 par value, 600,000,000 and 600,000,000 shares authorized; 197,897,580 and 194,915,711 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		19			19
Additional paid-in capital		983,991			981,638
Accumulated other comprehensive income		3,648			1,393
Accumulated deficit		(988,832	)		(969,603	)
Total shareholders’ equity		(1,174	)		13,447
Total liabilities and shareholders’ equity	$	125,835		$	174,683


LANZATECH GLOBAL INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited, in thousands, except share and per share data)

	Three Months Ended March 31,
		2025			2024
Revenues:
Contracts with customers and grants	$	3,057		$	6,250
CarbonSmart product sales		4,204			863
Collaborative arrangements		1,050			2,223
Related party transactions		1,172			908
Total revenues		9,483			10,244
Costs and operating expenses:
Contracts with customers and grants⁽¹⁾		2,902			4,998
CarbonSmart product sales⁽¹⁾		4,136			919
Collaborative arrangements⁽¹⁾		461			796
Related party transactions⁽¹⁾		14			57
Research and development expense		16,494			17,061
Depreciation expense		781			1,530
Selling, general and administrative expense		15,748			11,037
Total cost and operating expenses		40,536			36,398
Loss from operations		(31,053	)		(26,154	)
Other income (expense):
Interest income, net		438			1,148
Other income, net		17,918			179
Total other income, net		18,356			1,327
Loss before income taxes		(12,697	)		(24,827	)
Income tax expense		—			—
Loss from equity method investees, net		(6,532	)		(681	)
Net loss	$	(19,229	)	$	(25,508	)

Other comprehensive loss:
Changes in credit risk of fair value instruments		2,696			—
Foreign currency translation adjustments		(441	)		42
Comprehensive loss	$	(16,974	)	$	(25,466	)

Net loss per common share – basic and diluted	$	(0.10	)	$	(0.13	)
Weighted-average number of common shares outstanding – basic and diluted		196,514,267			196,974,508

^{(1) exclusive of depreciation}


LANZATECH GLOBAL INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands)

	Three Months Ended March 31,
		2025			2024
Cash Flows From Operating Activities:
Net loss	$	(19,229	)	$	(25,508	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense		2,280			2,529
Gain on change in fair value of SAFE and warrant liabilities		(2,932	)		(13,277	)
Loss on Brookfield SAFE extinguishment		6,216			—
Loss on change in fair value of the Brookfield Loan		11,426			—
Loss on change in fair value of the FPA Put Option and the Fixed Maturity Consideration liabilities		—			13,045
Gain on change in fair value of Convertible Note		(35,143	)		—
Provisions for losses on trade and other receivables, net of recoveries		126			—
Depreciation of property, plant and equipment		781			1,530
Amortization of discount on debt security investment		(37	)		(360	)
Non-cash lease expense		490			496
Non-cash recognition of licensing revenue		(1,108	)		(641	)
Loss from equity method investees, net		6,532			681
Unrealized (Gain)/Loss on net foreign exchange		275			(224	)
Changes in operating assets and liabilities:
Accounts receivable, net		240			645
Contract assets		5,837			(1,029	)
Accrued interest on debt investment		32			(177	)
Other assets		895			(3,012	)
Accounts payable and accrued salaries and wages		1,171			(2,207	)
Contract liabilities		463			616
Operating lease liabilities		(467	)		(485	)
Other liabilities		1,051			(911	)
Net cash used in operating activities		(21,101	)		(28,289	)
Cash Flows From Investing Activities:
Purchase of property, plant and equipment		(713	)		(1,480	)
Proceeds from maturity of debt securities		5,000			10,700
Net cash provided by investing activities		4,287			9,220
Cash Flows From Financing Activities:
Proceeds from issue of equity instruments of the Company		—			234
Repurchase of equity instruments of the Company		—			(48	)
Partial settlement of the Brookfield Loan		(12,500	)		—
Net cash (used in)/provided by financing activities		(12,500	)		186
Effects of currency translation on cash, cash equivalents and restricted cash		(389	)		48
Net decrease in cash, cash equivalents and restricted cash		(29,703	)		(18,835	)
Cash, cash equivalents and restricted cash at beginning of period		45,737			76,284
Cash, cash equivalents and restricted cash at end of period	$	16,034		$	57,449
Supplemental disclosure of non-cash investing and financing activities:
Acquisition of property, plant and equipment under accounts payable		255			141
Extinguishment of the Brookfield SAFE		13,274			—
Issuance of the Brookfield Loan		(19,490	)		—


LANZATECH GLOBAL INC. Reconciliation of GAAP Net Loss to Adjusted EBITDA (Unaudited, in thousands)

	Three Months Ended March 31,
		2025			2024
Net Loss	$	(19,229	)	$	(25,508	)
Depreciation		781			1,530
Interest income, net		(438	)		(1,148	)
Stock-based compensation expense and change in fair value of Brookfield SAFE and warrant liabilities ⁽¹⁾		(652	)		(10,748	)
Loss on Brookfield SAFE extinguishment		6,216			—
Change in fair value of the FPA Put Option and Fixed Maturity Consideration liabilities (net of interest accretion reversal)		—			13,045
Change in fair value of Convertible Note and related transaction costs		(35,143	)		—
Change in fair value of Brookfield Loan		11,426			—
Loss from equity method investees, net		6,532			681
Adjusted EBITDA	$	(30,507	)	$	(22,148	)

^{(1) Stock-based compensation expense represents expense related to equity compensation plans.}

Investor Relations Contact
Kate Walsh
VP, Investor Relations & Tax
Investor.Relations@lanzatech.com

The MIL Network –

May 19, 2025

MIL-OSI Europe: At a Glance – Simplifying and strengthening CBAM – 19-05-2025

Source: European Parliament

The carbon border adjustment mechanism (CBAM), which entered into force in late 2023, complements the EU’s emissions trading system and aims to address the risk of carbon leakage. Based on the initial experience with its implementation, the Commission proposed simplifications ahead of a wider legislative review at the end of 2025, including looking at extending it to other ETS sectors at risk of carbon leakage and to downstream products. Parliament will consider the proposal in plenary in May, with a view to fixing its position for trilogue negotiations.

MIL OSI Europe News –

May 19, 2025

MIL-OSI Australia: Crocodile captured in Tyto Wetlands at Ingham

Source: Tasmania Police

Issued: 16 May 2025

Open larger image

A 3.4-metre estuarine crocodile that was occupying a waterbody in Ingham’s Tyto Wetlands was removed from the wild on 10 May 2025.

The Department of the Environment, Tourism, Science and Innovation (DETSI) targeted the animal for removal due to its size and location near a high-use recreational area and children’s playground.

DETSI received multiple sighting reports from concerned members of the public, and a site assessment by wildlife rangers confirmed the presence of the crocodile.

Senior Wildlife Ranger, Tony Frisby said reporting crocodile sightings is important for public safety, by providing the department important information about the crocodile’s size, location and behaviour.

“We’d like to thank those people who reported the crocodile. Their information helped us to determine that it should be declared a problem crocodile and targeted for removal,” Mr Frisby said.

“The crocodile was captured in a baited trap and it will be rehomed at a crocodile farm or zoo.

“People are reminded that the Ingham area is crocodile habitat, and crocodiles do move in and out of the artificial Tyto Wetlands, particularly during flooding.

“Crocodiles could be present in any waterway in the Ingham area, and people should make sensible choices when they are around the water.

“As we head into winter, crocodiles will likely spend more time on creek and riverbanks, and may be seen in locations where they haven’t been seen in years or haven’t been seen before.

“It is important to report all crocodile sightings to us as soon as possible, and wildlife rangers investigate every sighting report.”

Crocodile sightings can be reported by using the QWildlife app, completing a crocodile sighting report on the DETSI website, or by calling 1300 130 372. The department investigates every crocodile sighting report received.

Further information is available at: Be Crocwise.

MIL OSI News –

May 17, 2025

MIL-OSI: reAlpha Tech Corp. Announces 4,432% Year-over-Year Revenue Growth for Quarter Ended March 31, 2025

Source: GlobeNewswire (MIL-OSI)

DUBLIN, Ohio, May 16, 2025 (GLOBE NEWSWIRE) — reAlpha Tech Corp. (Nasdaq: AIRE) (the “Company” or “reAlpha”), a real estate technology company developing and commercializing artificial intelligence (“AI”) technologies, today announced financial results for the quarter ended March 31, 2025.

Financial Highlights:

Revenue increased 4,432% to $925,635 in the first quarter of 2025, compared to $20,426 in the first quarter of 2024.
Cash was approximately $1.2 million as of the first quarter of 2025, compared to $3.1 million in the first quarter of 2024.
Net loss was approximately $2.85 million in the first quarter of 2025, compared to a net loss of approximately $1.41 million in the first quarter of 2024, which increase in net loss was mainly due to increased operating expenses resulting from the integration of the Company’s recent acquisitions. While the Company reported a higher net loss year-over-year, the net profit margin increased from approximately (6,947)% to (309)% year-over-year, due to increased operating efficiency across the business and integration of recent acquisitions.
Adjusted EBITDA was approximately $(1.96) million in the first quarter of 2025, compared to approximately $(1.34) million in the first quarter of 2024.

Piyush Phadke, Chief Financial Officer of reAlpha, commented, “Our progress in the first quarter of 2025 is a definite step in the right direction and further corroborates the positive trend in revenue growth and EBITDA margins reflected in our 2024 annual report.” He further added, “We believe that by combining AI-driven technology with strategic acquisitions in real estate services, we have driven strong revenue growth and are building a scalable platform aimed at making homeownership more affordable. We intend to carry this momentum forward throughout the year.”

Business Highlights

Launched several tools to enhance operational efficiency and customer experience, including the rollout of a comprehensive internal lead tracking system and the launch of a new public-facing website for Be My Neighbor, one of the Company’s subsidiaries.
Appointed Piyush Phadke as Chief Financial Officer and Vijay Rathna as Chief Crypto Officer.
Announced the acquisition of GTG Financial, Inc. (“GTG”), a mortgage brokerage founded by a U.S. marine in 2017 and licensed in seven U.S. states. GTG’s acquisition complements the Company’s acquisition of Be My Neighbor in 2024 and highlights the Company’s focus on the mortgage brokerage market. From the date of acquisition to the end of the first quarter of 2025, GTG contributed to originating 36 mortgages for a total loan volume of approximately $22.4 million since its acquisition by the Company in the first quarter of 2025.
Secured a $5 million media-for-equity investment from Mercurius Media Capital LP on March 10, 2025, which is providing the Company with access to significant marketing exposure while preserving cash. One of the active campaigns is promoting the reAlpha platform on Willow TV across all 50 U.S. states.

About reAlpha Tech Corp.

reAlpha Tech Corp. (Nasdaq: AIRE) is an AI-powered real estate technology company transforming the multi-trillion dollar U.S. real estate services market. reAlpha is developing an end-to-end platform that streamlines the homebuying journey, including real estate brokerage, mortgage and title services. With a strategic, acquisition-driven growth model and a proprietary AI infrastructure, reAlpha is building a vertically integrated ecosystem designed to deliver a streamlined and more affordable path to homeownership. For more information, visit www.realpha.com.

Forward-Looking Statements

The information in this press release includes “forward-looking statements.” Any statements other than statements of historical fact contained herein, including statements relating to acquisitions, business strategy and plans, objectives of management for future operations of reAlpha, market size and growth opportunities, competitive position and technological and market trends, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: reAlpha’s ability to pay contractual obligations; reAlpha’s liquidity, operating performance, cash flow and ability to secure adequate financing; reAlpha’s limited operating history and that reAlpha has not yet fully developed its AI-based technologies; whether reAlpha’s technology and products will be accepted and adopted by its customers and intended users; reAlpha’s ability to commercialize its developing AI-based technologies; reAlpha’s ability to successfully enter new geographic markets; reAlpha’s ability to integrate the business of its acquired companies into its existing business and the anticipated demand for such acquired companies’ services; reAlpha’s ability to scale its operational capabilities to expand into additional geographic markets and nationally; the potential loss of key employees of reAlpha and of its subsidiaries; the outcome of certain outstanding legal proceedings against reAlpha; reAlpha’s ability to obtain, and maintain, the required licenses to operate in the U.S. states in which it, or its subsidiaries, operate in, or intend to operate in; reAlpha’s ability to successfully identify and acquire companies that are complementary to its business model; reAlpha’s ability to commercialize its developing AI-based technologies; the inability to maintain and strengthen reAlpha’s brand and reputation; any accidents or incidents involving cybersecurity breaches and incidents; the inability to accurately forecast demand for short-term rentals and AI-based real estate-focused products; the inability to execute business objectives and growth strategies successfully or sustain reAlpha’s growth; the inability of reAlpha’s customers to pay for reAlpha’s services; the inability of reAlpha to obtain additional financing or access the capital markets to fund its ongoing operations on acceptable terms and conditions; the outcome of any legal proceedings that might be instituted against reAlpha; changes in applicable laws or regulations, and the impact of the regulatory environment and complexities with compliance related to such environment; and other risks and uncertainties indicated in reAlpha’s U.S. Securities and Exchange Commission (“SEC”) filings. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. Although reAlpha believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. reAlpha’s future results, level of activity, performance or achievements may differ materially from those contemplated, expressed or implied by the forward-looking statements, and there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking statements. For more information about the factors that could cause such differences, please refer to reAlpha’s filings with the SEC. Readers are cautioned not to put undue reliance on forward-looking statements, and reAlpha does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Relations Contact:

Adele Carey, VP of Investor Relations
investorrelations@realpha.com

Media Contact:

Cristol Rippe, Chief Marketing Officer
media@realpha.com


reAlpha Tech Corp. and Subsidiaries
Condensed Consolidated Balance Sheet
March 31, 2025 (Unaudited) and December 31, 2024

	March 31, 2025			December 31, 2024
ASSETS	(unaudited)

Current Assets
Cash	$	1,204,400		$	3,123,530
Accounts receivable, net		164,693			182,425
Receivable from related parties		7,408			12,873
Prepaid expenses		5,183,968			180,158
Current assets of discontinued operations		56,931			56,931
Other current assets		278,422			487,181
Total current assets		6,895,822			4,043,098

Property and equipment, net		101,407			102,638

Other Assets
Investments		214,128			215,000
Other long term assets		954,000			31,250
Intangible assets, net		3,256,713			3,285,406
Goodwill		7,010,689			4,211,166
Capitalized software development – work in progress		105,900			105,900
TOTAL ASSETS	$	18,538,659		$	11,994,458

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities
Accounts payable	$	940,896		$	655,765
Related party payables		9,380			9,287
Short term loans – related parties -current portion		245,292			261,986
Short term loans – unrelated parties -current portion		449,622			519,153
Note payable, current-net of discount		5,010,627			–
Accrued expenses		994,728			1,164,813
Deferred liabilities, current portion		4,191,060			1,534,433
Total current liabilities		11,841,605			4,145,437

Long-Term Liabilities
Embedded Derivate Liability		4,327,930			–
Preferred stock liability		957,177
Other long term loans – related parties – net of current portion		27,131			45,052
Other long term loans – unrelated parties – net of current portion		217,036			241,121
Note payable, net of discount		–			4,909,376
Other long term liabilities		2,133,000			1,086,000
Total liabilities		19,503,879			10,426,986

Stockholders’ Equity (Deficit)
Series A Convertible Preferred Stock ($0.001 par value; 5,000,000 shares authorized) 1,000,000 shares designated; 264,063 and 0 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		–			–
Common stock ($0.001 par value; 200,000,000 shares authorized, 46,230,934 shares outstanding as of March 31, 2025; 200,000,000 shares authorized, 45,864,503 shares outstanding as of December 31, 2024)		46,230			45,865
Additional paid-in capital		40,099,285			39,770,060
Accumulated deficit		(41,110,855	)		(38,260,913	)
Accumulated other comprehensive income		(6,920	)		5,011
Total stockholders’ (deficit) equity of reAlpha Tech Corp.		(972,260	)		1,560,023

Non-controlling interests in consolidated entities		7,040			7,449
Total stockholders’ (deficit) equity		(965,220	)		1,567,472
TOTAL LIABILITIES AND STOCKOLDERS’ (DEFICIT) EQUITY	$	18,538,659		$	11,994,458


reAlpha Tech Corp. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Loss
For the Three Ended March 31, 2025 and 2024 (unaudited)

	For the Three Months Ended			For the Three Months Ended
	March 31, 2025			March 31, 2024

Revenues	$	925,635		$	20,426
Cost of revenues		406,968			18,249
Gross Profit		518,667			2,177

Operating Expenses
Wages, benefits and payroll taxes		1,060,104			418,902
Repairs and maintenance		854			749
Utilities		5,213			1,663
Travel		60,991			46,964
Dues and subscriptions		52,232			12,113
Marketing and advertising		518,939			76,784
Professional and legal fees		742,159			468,725
Depreciation and amortization		179,149			71,453
Other operating expenses		321,284			211,482
Total operating expenses		2,940,925			1,308,835

Operating Loss		(2,422,258	)		(1,306,658	)

Other Expense (income)
Changes in fair value of contingent consideration		93,000			–
Interest expense, net		205,247			10,445
Other expense, net		129,846			101,103
Total other expense		428,093			111,548

Net Loss from continuing operations before income taxes		(2,850,531	)		(1,418,206	)

Net Loss from continuing operations		(2,850,351	)		(1,418,206	)

Discontinued operations (Roost and Rhove)
Loss from operations of discontinued Operations		–			(839	)
Loss on discontinued operations		–			(839	)

Net Loss	$	(2,850,351	)	$	(1,419,045	)

Less: Net Loss Attributable to Non-Controlling Interests		(409	)		(65	)

Net Loss Attributable to Controlling Interests	$	(2,849,942	)	$	(1,418,980	)

Other comprehensive income
Foreign currency translation adjustments		(11,931	)		–
Total other comprehensive loss		(11,931	)		–

Comprehensive Loss Attributable to Controlling Interests	$	(2,861,873	)	$	(1,418,980	)

Basic loss per share
Continuing operations	$	(0.06	)	$	(0.03	)
Discontinued operations	$	–		$	(0.00	)
Net Loss per share — basic	$	(0.06	)	$	(0.03	)

Diluted loss per share
Continuing operations	$	(0.06	)	$	(0.03	)
Discontinued operations	$	–		$	(0.00	)
Net Loss per share — diluted	$	(0.06	)	$	(0.03	)

Weighted-average outstanding shares — basic		45,913,591			44,122,091

Weighted-average outstanding shares — diluted		47,662,152			44,122,091


reAlpha Tech Corp. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2025, and 2024 (unaudited)

	For the Three Months Ended			For the Three Months Ended
	March 31, 2025			March 31, 2024
Cash Flows from Operating Activities:
Net Loss	$	(2,850,351	)	$	(1,419,045	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		130,399			71,453
Amortization of loan discounts		121,251			–
Stock based compensation		78,355			–
Change in fair value of contingent consideration		93,000			–
Non cash Commitment fee expenses		125,000			125,000
Non cash Dividend payable on preferred stock		184			–
Gain on sale of properties		–			(31,378	)
Loss from equity method investment		872			–
Changes in operating assets and liabilities
Accounts receivable		17,732			18,463
Receivable from related parties		5,465			–
Payable to related parties		93			9,800
Prepaid expenses		(3,810	)		25,492
Other current assets		(7,160	)		(1,788	)
Accounts payable		184,803			(28,263	)
Accrued expenses		(187,813	)		(296,972	)
Deferred liabilities		24,877			–
Total adjustments		583,248			(108,193	)
Net cash used in operating activities		(2,267,103	)		(1,527,238	)

Cash Flows from Investing Activities:
Additions to property and equipment		(13,665	)		–
Proceeds from sale of properties		–			78,000
Net Cash paid to acquire business		349,529			–
Cash used for additions to capitalized software		(91,310	)		(97,700	)
Net cash provided by (used in) investing activities		244,554			(19,700	)

Cash Flows from Financing Activities:
Proceeds from issuance of debt – related parties		155,481			–
Payments of debt		(283,711	)		(71,286	)
Proceeds from issuance of common stock		231,235			–
Net cash provided by (used in) financing activities		103,005			(71,286	)

Net decrease in cash		(1,919,544	)		(1,618,224	)


Cash – Beginning of Period		3,123,944			6,456,370

Cash – End of Period	$	1,204,400		$	4,838,146

Explanatory Notes on Use of Non-GAAP Financial Measures

To supplement reAlpha’s financial information presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), reAlpha believes “Adjusted EBITDA,” a “non- U.S. GAAP financial measure”, as such term is defined under the rules of the SEC, is useful in evaluating reAlpha’s operating performance. reAlpha uses Adjusted EBITDA to evaluate reAlpha’s ongoing operations and for internal planning and forecasting purposes. reAlpha believes that Adjusted EBITDA may be helpful to investors because it provides consistency and comparability with past financial performance. However, Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. In addition, other companies, including companies in reAlpha’s industry, may calculate similarly titled non-U.S. GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of reAlpha’s non-U.S. GAAP financial measures as tools for comparison. A reconciliation is provided below for each non-U.S. GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP. Investors are encouraged to review the related U.S. GAAP financial measures and the reconciliation of these non- U.S. GAAP financial measures to their most directly comparable U.S. GAAP financial measures, and not to rely on any single financial measure to evaluate reAlpha’s business.

We use Adjusted EBITDA, a non- U.S. GAAP financial measure, to evaluate our operating performance and facilitate comparisons across periods and with peer companies. We reconcile our Adjusted EBITDA to our net income (loss) adjusted to exclude interest expense, depreciation and amortization, share-based compensation, and other non-cash, non-operating, or non-recurring items that we believe are not indicative of our core business operations. We believe this measure provides useful insight into our ongoing performance; however, it should not be considered a substitute for, or superior to, net income or other financial information prepared in accordance with U.S. GAAP.

The following table provides a reconciliation of net income to Adjusted EBITDA for the periods presented below:

	For the Three Months Ended March 31,
	2025			2024
Net (Loss) Income	$	(2,850,351	)	$	(1,419,045	)
Adjusted to exclude the following
Depreciation and amortization		179,149			71,453
Changes in fair value of contingent consideration		93,000			–
Interest expense		205,247			10,445
Amortization of Loan Discounts and Origination Fee(1)		121,251			–
GEM commitment fee (2)		125,000			–
Share based compensation (3)		78,355			–
Acquisition-related expenses (4)		87,352			–
Adjusted EBITDA		(1,960,997	)		(1,337,147	)

(1)			Reflects the amortized original issue discount related to that certain secured promissory note issued to Streeterville Capital, LLC on August 14, 2024.
(2)			This pertains to the commitment fee of $1 million in connection with the equity facility we have in place with GEM Global Yield LLC and GEM Yield Bahamas Limited, which has been amortized over a period of 24 months.
(3)			Compensation provided to employees for services through share-based awards, which is recognized as a non-cash expense.
(4)			Expenses related to acquisitions, including professional and legal fees, which are excluded from U.S. GAAP financial measures to provide a clearer view of ongoing operational performance.

The MIL Network –

May 16, 2025

MIL-OSI: TruGolf Reports First Quarter 2025 Financial Results Q1 2025 Sales Grow 7.5% Over Q1 2024

Source: GlobeNewswire (MIL-OSI)

Salt Lake City, Utah, May 15, 2025 (GLOBE NEWSWIRE) — TruGolf Holdings, Inc. (NASDAQ: TRUG), a leading provider of golf simulator software and hardware, announced today its first quarter 2025 results. The Company reported sales of $5.4 million, up 7.5% compared to 2024 first quarter sales of $5.0 million. Net losses doubled to ($2.6) million for 2025’s first quarter, versus a net loss of ($1.3) million in the 2024 period, driven largely by recognition of interest expenses associated with the conversion of convertible notes in the period. EPS for 2025’s first quarter was ($0.09), an improvement from 2024’s ($0.22) loss per share.

Chief Executive Officer and Director Chris Jones said, “2025 got off to a solid start and we expect the sales cadence to improve over the course of the year, driven by new product introductions. Management’s attention has also focused on addressing the previously reported Nasdaq listing deficiencies. The Company has announced a plan that will significantly reduce debt on its balance sheet and increase shareholder equity. This plan has been presented at a Nasdaq Listing Qualifications hearing on May 15th and we expect to receive their determination in the near term.”

Mr. Jones continued, “We look forward to further growth in the business as we continue to innovate in creating the best virtual golf ecosystem in the market. We expect the first franchise locations to open over the next 90 days, with the associated delivery of TruGolf hardware and software solutions. We are optimistic that new products expected to launch in the coming months will be well received.”

Operations:

Gross margin for 2025’s first quarter improved to 68.0% as compared to 61.0% in 2024’s quarter. 2025’s loss from operations was 30.7% higher at ($1.2) million as compared to ($0.9) million in 2024. 2025 operating expenses increased by 22.5% or $0.9 million, driven by higher SG&A costs arising from higher third-party installation expenses, increased marketing costs and higher professional fees.

Interest expense jumped by $1.1 million as $1.7 million in principal amount of convertible notes and their$1.1 million associated accrued and make-whole interest converted to shares and their full interest costs were recognized in the conversion period. Cash flow used in operations was approximately $0.5 million in the first quarter of 2025, versus generation of $2.7 million in 2024’s quarter, with the difference resulting from a growth in inventory in the 2025 period, as well as the greater net loss for the period.

Disclaimer on Forward Looking Statements

This news release contains certain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements that are not of historical fact constitute “forward-looking statements” and accordingly, involve estimates, assumptions, forecasts, judgements and uncertainties. Forward-looking statements include, without limitation, the timing of new franchise openings during 2025. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. The Company has attempted to identify forward-looking statements by terminology including ”believes,” ”estimates,” ”anticipates,” ”expects,” ”plans,” ”projects,” ”intends,” ”potential,” ”may,” ”could,” ”might,” ”will,” ”should,” ”approximately” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors. Any forward-looking statements contained in this release speak only as of its date. The Company undertakes no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website, www.sec.gov

About TruGolf:

Since 1983, TruGolf has been passionate about driving the golf industry with innovative indoor golf solutions. TruGolf builds products that capture the spirit of golf. TruGolf’s mission is to help grow the game by attempting to make it more Available, Approachable, and Affordable through technology – because TruGolf believes Golf is for Everyone. TruGolf’s team has built award-winning video games (“Links”), innovative hardware solutions, and an all-new e-sports platform to connect golfers around the world with E6 CONNECT. Since TruGolf’s beginning, TruGolf has continued to attempt to define and redefine what is possible with golf technology.

TRUGOLF HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2025			2024
		(Unaudited)
ASSETS

Current Assets:
Cash and cash equivalents	$	10,515,820		$	8,782,077
Restricted cash		2,100,000			2,100,000
Accounts receivable, net		1,579,614			1,399,153
Inventory, net		3,852,977			2,349,345
Prepaid expenses and other current assets		189,961			116,619
Other current assets		–			45,737
Total Current Assets		18,238,372			14,792,931

Property and equipment, net		192,711			143,852
Capitalized software development costs, net		1,710,652			1,540,121
Right-of-use assets		545,915			634,269
Other long-term assets		31,023			31,023

Total Assets	$	20,718,673		$	17,142,196

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:
Accounts payable	$	2,563,454		$	2,819,703
Deferred revenue		4,141,790			3,113,010
Notes payable, current portion		10,148			10,001
Notes payable to related parties, current portion		2,937,000			2,937,000

Line of credit, bank		802,738			802,738
Dividend notes payable		4,023,923			4,023,923
Accrued interest		565,402			661,376
Accrued and other current liabilities		2,823,067			999,307
Accrued and other current liabilities – assumed in Merger		45,008			45,008
Lease liability, current portion		296,291			363,102
Total Current Liabilities		18,208,821			15,775,168

Non-current Liabilities:
Notes payable, net of current portion		7,137			9,732
Note payables to related parties, net of current portion		624,000			624,000

PIPE loan payable, net		5,165,893			4,068,953
Gross sales royalty payable		1,000,000			1,000,000
Lease liability, net of current portion		278,071			305,125

Total Liabilities		25,283,922			21,782,978

Commitments and Contingencies

Stockholders’ Deficit:
Preferred stock, $0.0001 par value, 10 million shares authorized; zero shares issued and outstanding, respectively		–			–
Common stock, $0.0001 par value, 100,000,000 shares authorized:
Common stock – Series A, $0.0001 par value, 90 million shares authorized; 29,184,965 and 26,120,545 shares issued and outstanding, respectively		2,918			2,612
Common stock – Series B, $0.0001 par value, 10 million shares authorized; 1,716,860 and 1,716,860 shares issued and outstanding, respectively		172			172

Treasury stock at cost, 4,692 shares of common stock held, respectively		(2,037,000	)		(2,037,000	)
Additional paid-in capital		21,294,479			18,548,931
Accumulated deficit		(23,825,818	)		(21,155,496	)

Total Stockholders’ Deficit		(4,565,249	)		(4,640,781	)

Total Liabilities and Stockholders’ Deficit	$	20,718,673		$	17,142,196

TRUGOLF HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	For the			For the
	Three Months Ended			Three Months Ended
	March 31, 2025			March 31, 2024

Revenue, net	$	5,389,230		$	5,012,022
Cost of revenue		1,726,199			1,959,023
Total gross profit		3,663,031			3,052,999

Operating expenses:
Royalties		225,320			329,888
Salaries, wages and benefits		1,946,816			1,841,595
Selling, general and administrative		2,725,119			1,825,201
Total operating expenses		4,897,255			3,996,684

Loss from operations		(1,234,224	)		(943,685	)

Other (expenses) income:
Interest income		54,596			30,587
Interest expense		(1,490,694	)		(384,854	)
Loss on investment		–			(3,912	)
Total other expense		(1,436,098	)		(358,179	)

Loss from operations before provision for income taxes		(2,670,322	)		(1,301,864	)

Provision for income taxes		–			–
Net loss	$	(2,670,322	)	$	(1,301,864	)

Net loss per common share Series A – basic and diluted	$	(0.09	)	$	(0.22	)
Net loss per common share Series B – basic and diluted	$	(1.56	)	$	(1.14	)

Weighted average shares outstanding Series A – basic and diluted		28,461,277			5,994,704
Weighted average shares outstanding Series B – basic and diluted		1,716,860			1,144,573

TRUGOLF HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the			For the
	Three Months Ended			Three Months Ended
	March 31, 2025			March 31, 2024

Cash flows from operating activities:
Net loss	$	(2,670,322	)	$	(1,301,864	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		115,300			36,105
Amortization of convertible notes discount		231,940			947
Amortization of right-of-use asset		88,354			82,454
Change in OCI		–			1,662
Stock issued for make good provisions on debt conversion		1,087,513			–
Stock options issued to employees		3,341			–
Changes in operating assets and liabilities:
Accounts receivable, net		(180,461	)		468,422
Inventory, net		(1,503,632	)		(216,569	)
Prepaid expenses		(73,342	)		200,278
Other current assets		45,737			2,478,953
Accounts payable		(256,248	)		1,146,347
Deferred revenue		1,028,780			90,524
Accrued interest payable		(95,974	)		82,759
Accrued and other current liabilities		1,823,760			(321,090	)
Lease liability		(93,865	)		(80,311	)
Net cash provided by (used in) operating activities		(449,119	)		2,668,617

Cash flows from investing activities:
Purchases of property and equipment		(64,159	)		(332,342	)
Capitalized software, net		(270,531	)		–
Net cash used in investing activities		(334,690	)		(332,342	)

Cash flows from financing activities:
Proceeds from PIPE loans, net of discount		2,520,000			4,320,000
Cash acquired in Merger		–			103,818
Increase in other liabilities		–			18,545
Costs of Merger paid from PIPE loan		–			(2,082,787	)
Repayments of line of credit		–			(1,980,937	)
Repayments of liabilities assumed in Merger		–			(15,716	)
Repayments of notes payable		(2,448	)		(2,295	)
Repayments of notes payable – related party		–			(268,500	)
Net cash provided by financing activities		2,517,552			92,128

Net change in cash , cash equivalents and restricted cash		1,733,743			2,428,403

Cash, cash equivalents and restricted cash – beginning of year		10,882,077			5,397,564

Cash, cash equivalents and restricted cash – end of year	$	12,615,820		$	7,825,967

Supplemental cash flow information:
Cash paid for:
Interest	$	108,993		$	302,095
Income taxes	$	–		$	–
Non-cash investing and financing activities:
PIPE note principal converted to Class A Common Stock	$	1,655,000		$	–
Notes payable assumed in Merger	$	–		$	1,565,000
Accrued liabilities assumed in Merger	$	–		$	310,724
Remeasurement of common stock exchanged/issued in Merger	$	–		$	(1,875,724	)

The MIL Network –

May 16, 2025

MIL-OSI: Mount Logan Capital Inc. Announces First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

Declared quarterly distribution of C$0.02 per common share in the second quarter of 2025, the twenty-third consecutive quarter of a shareholder distribution

Asset management segment generated $8.1 million in Fee Related Earnings (“FRE”) for the trailing twelve months ended March 31, 2025, a 25% increase over the prior year period

Generated $7.8 million of Spread Related Earnings (“SRE”) for the trailing twelve months ended March 31, 2025, which reflects 1.3% of spread earnings on Ability’s assets

During January 2025, the Company announced it entered into a definitive agreement to combine with 180 Degree Capital Corp. (Nasdaq: TURN) in an all-stock transaction. The surviving entity is expected to operate as Mount Logan Capital Inc. (“New Mount Logan”) and to be listed on Nasdaq under the symbol MLCI

In January 2025, Mount Logan completed its previously announced investment in Runway Growth Capital LLC, a $1.3 billion private credit asset manager, alongside BC Partners Credit

All amounts are stated in United States dollars, unless otherwise indicated

TORONTO, May 15, 2025 (GLOBE NEWSWIRE) — Mount Logan Capital Inc. (Cboe Canada: MLC) (“Mount Logan” or the “Company”) announced today its financial results for the three months ended March 31, 2025.

First Quarter 2025 Highlights

FRE for the asset management segment was $2.2 million for the quarter, an increase of 37% compared to the first quarter of 2024, due to improved economics on the Company’s service agreement with Sierra Crest Investment Management over an interval fund, and the decrease in general, administrative and other expenses from the expiry of transition services agreements and other one-time expenses incurred in the first quarter of 2024. FRE for the trailing twelve months was $8.1 million, an increase of 25% from the comparative trailing twelve-month period, primarily attributable to increases in management fees.
Total revenue for the asset management segment of the Company was $3.2 million, a decrease of $0.8 million, or 21%, as compared to the first quarter of 2024. The decrease was driven by a reduction in and normalization of incentive fees associated with a single managed fund in winddown, and an increase in net loss from investment activities, both of which we view as transitory elements. First quarter asset management revenues also exclude $1.2 million of management fees associated with Mount Logan’s management of the assets of Ability Insurance Company (“Ability”), a wholly-owned subsidiary of the Company. Normalized Ability management fees for the first quarter of 2025 were $1.6 million, excluding one-time expenses, which are not expected to continue throughout the remainder of the year.
Total net investment income for the insurance segment was $19.0 million for the three months ended March 31, 2025, a decrease of $2.8 million, or 13%, as compared to the first quarter of 2024, owing to interest expense related to the interest rate swap, decrease in bond yields and decrease in the long term investments portfolio. Excluding the funds withheld assets under reinsurance contracts and Modco, the insurance segment’s net investment income was $14.5 million, an increase of $0.4 million, or 3%, as compared to the first quarter of 2024.
Achieved 6.9%¹yield on the insurance investment portfolio for the quarter ended March 31, 2025. This was impacted by higher investment expense on funds withheld assets under the Modco arrangement. Excluding the funds withheld under reinsurance contracts and Modco, the yield was 8.8%.
Ability’s total assets managed by Mount Logan increased to $645.7 million as of March 31, 2025, an increase of $28.9 million from first quarter 2024 of $616.8 million. As of March 31, 2025, the insurance segment included $1.02 billion in total investment assets, down $23.0 million, or 2%, from the first quarter of 2024 investment assets of $1.04 billion. During the quarter, Mount Logan began managing a portion of Ability’s modified coinsurance assets with Vista.
Book value of the insurance segment as of March 31, 2025 was $85.9 million, an increase of $3.3 million as compared to $82.6 million for the first quarter of 2024.
SRE for the insurance segment was $7.8 million for the trailing twelve months ended March 31, 2025, down $1.7 million from the trailing twelve months ended March 31, 2024 of $9.5 million, primarily driven by an increase in cost of funds, partially offset by increased net investment income and lower operating expenses. The increase in cost of funds was primarily driven by unfavorable in-force update to the Long Term Care business (Guardian block) of $1.8 million for the trailing twelve months ended March 31, 2025, while there was a favorable in-force update to the LTC business (Medico block) observed of $4.8 million for the twelve months ended March 31, 2024.

Subsequent Events

Declared a shareholder distribution in the amount of C$0.02 per common share for the quarter ended March 31, 2025, payable on June 2, 2025 to shareholders of record at the close of business on May 27, 2025. This cash dividend marks the twenty-third consecutive quarter of the Company issuing a C$0.02 distribution to its shareholders. This dividend is designated by the Company as an eligible dividend for the purpose of the Income Tax Act (Canada) and any similar provincial or territorial legislation. An enhanced dividend tax credit applies to eligible dividends paid to Canadian residents.
A preliminary joint proxy statement/prospectus was filed with the United States Securities and Exchange Commission (the “SEC”) for the previously announced merger of Mount Logan with 180 Degree Capital Corp. (Nasdaq: TURN) (“180 Degree Capital”), in an all-stock transaction (the “Business Combination”). The surviving entity is expected to be a Delaware corporation operating as New Mount Logan listed on Nasdaq under the symbol “MLCI”. As required under U.S. federal securities laws and related rules and regulations, the joint proxy statement/prospectus included Mount Logan’s audited financial statements for the years ended December 31, 2024 and 2023 prepared in accordance with U.S. Generally Accepted Accounting Principles. In connection with the Business Combination, shareholders of Mount Logan will receive proportionate ownership of New Mount Logan determined by reference to Mount Logan’s transaction equity value at signing, subject to certain pre-closing adjustments, relative to 180 Degree Capital’s Net Asset Value (“NAV”) at closing. Shareholders holding approximately 26% of the outstanding shares of Mount Logan and approximately 20% of the outstanding shares of 180 Degree Capital signed voting agreements supporting the Business Combination, and an additional 8% of Mount Logan and 7% of 180 Degree Capital shareholders, respectively, have provided written non-binding indications of support for the Business Combination.
Portman Ridge Finance Corporation (Nasdaq: PTMN) and Logan Ridge Finance Corporation (Nasdaq: LRFC) merger remains subject to the receipt of certain shareholder approvals and the satisfaction of other closing conditions. Mount Logan currently earns management fees from LRFC and has a minority stake in PTMN’s manager, Sierra Crest Investment Management.

Management Commentary

Ted Goldthorpe, Chief Executive Officer and Chairman of Mount Logan stated, “We are pleased to report our first quarter 2025 results, reflecting the continued earnings power of our asset management and insurance platforms. While AUM growth slowed in Q1 2025, consistent with broader macro challenges, we demonstrated our ability to generate strong, positive Fee Related Earnings on the asset management segment, and Spread Related Earnings in the insurance platform, providing a solid foundation for momentum in 2025. Our managed funds demonstrated performance resilience and low volatility as compared to the public credit and equity markets, which we view as a testament to our focus on private credit assets. Looking ahead, we see ample opportunities to drive AUM growth across our core managed vehicles, enact operational improvements and efficiencies, while also advancing strategic priorities to scale the business through reinvestment across our segments and accretive acquisition opportunities, which includes our recently announced transactions with 180 Degree Capital and Runway, which we believe will be significant catalysts for long-term growth and investment into our business.”

Selected Financial Highlights

Total Capital of the Company was $144.9 million as at March 31, 2025, a decrease of $5.4 million as compared to December 31, 2024. Total capital consists of debt obligations and total shareholders’ equity.
Consolidated net income (loss) before taxes was $(13.7) million for the first quarter of 2025, a decrease of $26.8 million from $13.1 million in the first quarter of 2024. The decrease was primarily attributable to the increase in net insurance finance expenses, decrease in net investment income and increase in general, administrative and other expenses under the insurance segment, as well as an increase in corporate transaction costs under the asset management segment related to the Business Combination when compared to the first quarter of 2024.
Basic Earnings (loss) per share (“EPS”) was ($0.48) for the first quarter of 2025, a decrease of $0.99 from $0.51 for the first quarter of 2024.
Adjusted basic EPS was ($0.29) for the first quarter of 2025, a decrease of $0.83 from $0.54 for the first quarter of 2024.

Results of Operations by Segment

($ in Thousands)	Three Months Ended
	March 31, 2025			December 31, 2024			March 31, 2024
Reported Results
*Asset management*
Revenue	$	3,192		$	4,442		$	4,030
Expenses		12,578			13,440			7,615
Net income (loss) – asset management		(9,386	)		(8,998	)		(3,585	)
*Insurance*
Revenue ⁽¹⁾		18,982			(622	)		17,555
Expenses		23,280			(16,142	)		822
Net income (loss) – insurance		(4,298	)		15,520			16,733
Income before income taxes		(13,684	)		6,522			13,148
Provision for income taxes		361			37			(56	)
Net income (loss)	$	(13,323	)	$	6,559		$	13,092
Basic EPS	$	(0.48	)	$	0.25		$	0.51
Diluted EPS	$	(0.48	)	$	0.23		$	0.50
Adjusting Items
*Asset management*
Transaction costs ⁽²⁾		(4,545	)		(1,921	)		(251	)
Acquisition integration costs ⁽³⁾		—			—			(250	)
Non-cash items ⁽⁴⁾		(737	)		(2,940	)		(346	)
Impact of adjusting items on expenses		(5,282	)		(4,861	)		(847	)
Adjusted Results
*Asset management*
Revenue	$	3,192		$	4,442		$	4,030
Expenses		7,296			8,579			6,768
Net income (loss) – asset management		(4,104	)		(4,137	)		(2,738	)
Income before income taxes		(8,402	)		11,383			13,995
Provision for income taxes		361			37			(56	)
Net income (loss)	$	(8,041	)	$	11,420		$	13,939
Basic EPS	$	(0.29	)	$	0.44		$	0.54
Diluted EPS	$	(0.29	)	$	0.40		$	0.54

^{(1)    Insurance Revenue line item is presented net of insurance service expenses and net expenses from reinsurance contracts held.}
^{(2)    Transaction costs are related to business acquisitions and strategic initiatives transacted by the Company.}
^{(3)    Acquisition integration costs are consulting and administration services fees related to integrating a business into the Company. Acquisition integration costs are recorded in general, administrative and other expenses.}
^{(4)    Non-cash items include amortization and impairment of acquisition-related intangible assets and impairment of goodwill, if any.}

Asset Management

Total Revenue – Asset Management

($ in Thousands)

	Three Months Ended
	March 31, 2025			March 31, 2024
Management and incentive fee	$	2,928		$	3,494
Equity investment earning		282			224
Interest income		268			271
Dividend income		38			112
Other Income		299			—
Net gains (losses) from investment activities		(623	)		(71	)
Total revenue — asset management	$	3,192		$	4,030

Fee Related Earnings (“FRE”)

FRE is a non-IFRS financial measure used to assess the asset management segment’s generation of profits from revenues that are measured and received on a recurring basis and are not dependent on future realization events. The Company calculates FRE, and reconciles FRE to net income from its asset management activities, as follows:

($ in Thousands)

	Three Months Ended
	March 31, 2025			March 31, 2024
Net income (loss) and comprehensive income (loss)	$	(13,323	)	$	13,092

Adjustment to net income (loss) and comprehensive income (loss):
Total revenue – insurance ⁽¹⁾		(18,982	)		(17,555	)
Total expenses – insurance		23,280			822
Net income – asset management ⁽²⁾		(9,025	)		(3,641	)
Adjustments to non-fee generating asset management business and other recurring revenue stream:
Management fee from Ability		1,566			1,429
Interest income		—			—
Dividend income		(39	)		(112	)
Net gains (losses) from investment activities⁽³⁾		623			71
Administration and servicing fees		504			366
Transaction costs		4,545			251
Amortization and impairment of intangible assets		737			346
Interest and other credit facility expenses		1,857			1,702
General, administrative and other		1,479			1,233
Fee Related Earnings	$	2,247		$	1,645

^{(1) Includes add-back of management fees paid to ML Management.}

^{(2) Represents net income for asset management, as presented in the interim Consolidated Statement of Comprehensive Income (Loss).}

^{(3) Includes unrealized gains or losses on the debt warrants.}

($ in Thousands)	Trailing Twelve Months Ended
	March 31, 2025			March 31, 2024
Net income (loss) and comprehensive income (loss)	$	(20,826	)	$	26,088

Adjustment to net income (loss) and comprehensive income (loss):
Total revenue – insurance ⁽¹⁾		(65,582	)		(76,512	)
Total expenses – insurance		60,979			35,450
Net income – asset management ⁽²⁾		(25,429	)		(14,974	)
Adjustments to non-fee generating asset management business and other recurring revenue stream:
Management fee from Ability		6,162			4,853
Interest income		(1	)		—
Dividend income		(425	)		(640	)
Net gains (losses) from investment activities⁽³⁾		1,995			157
Administration and servicing fees		1,743			1,228
Transaction costs		6,468			3,814
Amortization and impairment of intangible assets		4,369			1,178
Interest and other credit facility expenses		8,090			6,425
General, administrative and other		5,177			4,481
Fee Related Earnings	$	8,149		$	6,522

^{(1) Includes add-back of management fees paid to ML Management.}

^{(2) Represents net income for asset management, as presented across the interim Consolidated Statements of Comprehensive Income (Loss).}

^{(3) Includes unrealized gains or losses on the debt warrants.}

Insurance

Total Revenue – Insurance

($ in Thousands)

	Three Months Ended
	March 31, 2025			March 31, 2024
Insurance service result	$	(2,197	)	$	(3,092	)
Net investment income		19,004			21,804
Net gains (losses) from investment activities		6,958			2,666
Realized and unrealized gains (losses) on embedded derivative — funds withheld		(4,783	)		(3,829	)
Other income		—			6
Total revenue — net of insurance services expenses and net expenses from reinsurance	$	18,982		$	17,555

Spread Related Earnings (“SRE”)

The Company uses SRE to assess the performance of the insurance segment, excluding the impact of certain market volatility and other one-time, non-core components of insurance segment income (loss). Excluded items under SRE are investment gains (losses), effects of discount rates and other financial variables on the value of insurance obligations (which is a component of “net insurance finance income/(expense)”), other income and certain general, administrative & other expenses. The Company believes this measure is useful to securityholders as it provides additional insight into the underlying economics of the insurance segment, as further discussed below.

For the insurance segment, SRE equals the sum of (i) the net investment income on the insurance segment’s net invested assets (excluding investment income earned on funds held under reinsurance contracts) less (ii) cost of funds (as described below) and (iii) certain operating expenses.

Cost of funds includes the impact of interest accretion on insurance and investment contract liabilities and amortization of losses recognized for new insurance contracts that are deemed onerous at initial recognition. It also includes experience adjustments which represents the difference between actual and expected cashflows and includes the impact of certain changes to non-financial assumptions.

The Company reconciles SRE to net income (loss) before tax from its insurance segment activities, as follows:

	Three Months Ended
	Q1-2025			Q4-2024			Q3-2024			Q2-2024			Q1-2024			Q4-2023			Q3-2023			Q2-2023
Net income (loss) and comprehensive income (loss) before tax	$	(13,639	)	$	6,522		$	(17,378	)	$	3,847		$	13,148		$	(1,946	)	$	16,243		$	(903	)

Adjustment to net income (loss) and comprehensive income (loss):
Total revenue – asset management ⁽¹⁾		(3,192	)		(4,442	)		(3,826	)		(3,394	)		(4,030	)		(3,723	)		(3,186	)		(2,996	)
Total expenses – asset management		12,533			13,440			7,481			6,651			7,615			7,839			6,868			6,133
Net income – insurance ⁽²⁾		(4,298	)		15,520			(13,723	)		7,104			16,733			2,170			19,925			2,234
Adjustments to Insurance segment business:
Management fees to ML Management		(1,167	)		(1,167	)		(1,501	)		(1,529	)		(1,429	)		(1,345	)		(1,110	)		(969	)
Net (gains) losses from investment activities⁽³⁾		(5,718	)		17,681			(13,267	)		887			(2,995	)		(10,116	)		(2,113	)		(1,454	)
Other Income⁽⁴⁾		—			—			—			—			—			(7,353	)		—			—
Net insurance finance (income)/expense⁽⁵⁾		12,506			(28,702	)		30,940			(5,442	)		(11,769	)		14,399			(17,684	)		(5,275	)
Loss on onerous contracts⁽⁶⁾		(1,548	)		(545	)		(822	)		945			6,884			286			2,451			4,214
General, administrative and other⁽⁷⁾		600			338			239			464			447			502			1,289			1,546
Spread Related Earnings	$	375		$	3,125		$	1,866		$	2,429		$	7,871		$	(1,457	)	$	2,758		$	296

^{(1) Includes add-back of management fees paid by Ability to ML Management.}

^{(2) Represents net income before tax for the insurance segment, as presented in the annual Consolidated Statement of Comprehensive Income (Loss).}

^{(3) Excludes net (gains) losses from investment activities on assets retained by the Company under funds withheld arrangement with Front Street Re and Vista.}

^{(4) Represents non-operating income.}

^{(5) Includes the impact of changes in interest rates and other financials assumptions and excludes interest accretion on insurance contract liabilities and reinsurance contract assets.}

^{(6) Represents the unamortized portion of future interest accretion and ceded commissions paid at the time of issue of new MYGA insurance contracts. Future interest accretion and ceded commissions are amortized over the average duration of MYGA contracts reinsured which aligns with the recognition of insurance service revenue. Loss on onerous contracts are part of Insurance service expense.}

^{(7) Represents certain costs incurred by the insurance segment for purposes of IFRS reporting but not the day to day operations of the insurance company.}

The following table presents SRE, the performance measure of the insurance segment:

($ in Thousands)

	Trailing Twelve Months Ended
	March 31, 2025			March 31, 2024
Fixed Income and other investment income, net⁽¹⁾	$	54,342		$	50,502
Cost of funds		(38,352	)		(32,318	)
Net Investment spread		15,990			18,184
Other operating expenses		(8,195	)		(8,716	)
Spread Related Earnings	$	7,795		$	9,468
SRE % of Average Net Investments		1.3	%		1.7	%

^{(1) Excludes net investment income from investment activities on assets retained by the Company under funds withheld arrangement with Front Street Re and Vista Life and Casualty Reinsurance Company (“Vista”).}

Spread related earnings (“SRE”) was $7.8 million for the trailing twelve months ended March 31, 2025 compared with $9.5 million for the trailing twelve months ended March 31, 2024, a decrease of $1.7 million. SRE decreased year over year due to higher cost of funds, partially offset by increased investment income and lower other operating expenses. Cost of funds increased primarily due to unfavorable impact of $1.8 million as a result of in-force update to LTC business (Guardian block) whereas the trailing twelve months ended March 31, 2024 had a favorable in-force impact of $4.8 million to LTC business (Medico block). Investment income increased primarily due to an increase in total insurance investment assets as a result of new multi-year guaranteed annuity (“MYGA”) business and improvement in yield across the investment portfolio. Other operating expenses decreased as a result of efforts to reduce overall operating cost.

SRE as a percentage of average net invested assets was 1.3% for the trailing twelve months ended March 31, 2025 compared with 1.7% for the trailing twelve months ended March 31, 2024.

Liquidity and Capital Resources

As of March 31, 2025, the asset management segment had $77.8 million (par value) of borrowings outstanding, of which $33.8 million had a fixed rate and $44.0 million had a floating rate. As of March 31, 2025, the insurance segment had $17.3 million (par value) of borrowings outstanding, of which $14.3 million had a fixed rate and $3.0 million had a floating rate. Liquid assets, including high-quality assets that are marketable, can be pledged as security for borrowings, and can be converted to cash in a time frame that meets liquidity and funding requirements. As of March 31, 2025 and December 31, 2024, the total liquid assets of the Company were as follows:

($ in Thousands)

As at	March 31, 2025		December 31, 2024
Cash and cash equivalents	$	125,808	$	85,988
Restricted cash posted as collateral		12,526		15,716
Investments		609,514		639,932
Management fee receivable		2,927		3,268
Receivable for investments sold		23		17,045
Accrued interest and dividend receivable		20,959		20,489
Total liquid assets	$	771,757	$	782,438

The Company defines working capital as the sum of cash, restricted cash, investments that mature within one year of the reporting date, management fees receivable, receivables for investments sold, accrued interest and dividend receivables, and premium receivables, less the sum of debt obligations, payables for investments purchased, amounts due to affiliates, reinsurance liabilities, and other liabilities that are payable within one year of the reporting date.

As at March 31, 2025, the Company had working capital of $218.8 million, reflecting current assets of $241.7 million, offset by current liabilities of $22.9 million, as compared with working capital of $231.2 million as at December 31, 2024, reflecting current assets of $245.3 million, offset by current liabilities of $14.1 million. The decrease in working capital was primarily attributable to the decrease in cash within the asset management business combined with the increase in accrued expenses across asset management and insurance.

Interest Rate Risk

The Company has obligations to policyholders and other debt obligations that expose it to interest rate risk. The Company also owns debt assets and interest rate swaps that are exposed to interest rate risk. The fair value of these obligations and assets may change if base rate changes in interest rates occur.

The following table summarizes the potential impact on net assets of hypothetical base rate changes in interest rates assuming a parallel shift in the yield curve, with all other variables remaining constant.

As at	March 31, 2025			December 31, 2024
50 basis point increase ⁽¹⁾	$	(8,836	)	$	7,559
50 basis point decrease ⁽¹⁾		5,913			(18,939	)

^{(1) Losses are presented in brackets and gains are presented as positive numbers.}

Actual results may differ significantly from this sensitivity analysis. As such, the sensitivities should only be viewed as directional estimates of the underlying sensitivities for the respective factors based on the assumptions outlined above.

Conference Call

The Company will hold a conference call on Friday, May 16, 2025 at 11:00 a.m. Eastern Time to discuss the first quarter financial results. Shareholders, prospective shareholders, and analysts are welcome to listen to the call. To join the call, please use the dial-in information below. A recording of the conference call will be available on our Company’s website www.mountlogancapital.ca in the ‘Investor Relations’ section under “Events”.

Canada Dial-in Toll Free: 1-833-950-0062
US Dial-in Toll Free: 1-833-470-1428
International Dial-ins
Access Code: 813165

About Mount Logan Capital Inc.

Mount Logan Capital Inc. is an alternative asset management and insurance solutions company that is focused on public and private debt securities in the North American market and the reinsurance of annuity products, primarily through its wholly owned subsidiaries Mount Logan Management LLC (“ML Management”) and Ability Insurance Company (“Ability”), respectively. Mount Logan also actively sources, evaluates, underwrites, manages, monitors and primarily invests in loans, debt securities, and other credit-oriented instruments that present attractive risk-adjusted returns and present low risk of principal impairment through the credit cycle.

ML Management was organized in 2020 as a Delaware limited liability company and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended. The primary business of ML Management is to provide investment management services to (i) privately offered investment funds exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) advised by ML Management, (ii) a non-diversified closed end management investment company that has elected to be regulated as a business development company, (iii) Ability, and (iv) non-diversified closed-end management investment companies registered under the 1940 Act that operate as interval funds. ML Management also acts as the collateral manager to collateralized loan obligations backed by debt obligations and similar assets.

Ability is a Nebraska domiciled insurer and reinsurer of long-term care policies and annuity products acquired by Mount Logan in the fourth quarter of fiscal year 2021. Ability is also no longer insuring or re-insuring new long-term care risk.

Non-IFRS Financial Measures

This press release makes reference to certain non-IFRS financial measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS financial measures by providing further understanding of the Company’s results of operations from management’s perspective. The Company’s definitions of non-IFRS measures used in this press release may not be the same as the definitions for such measures used by other companies in their reporting. Non-IFRS measures have limitations as analytical tools and should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. The Company believes that securities analysts, investors and other interested parties frequently use non-IFRS financial measures in the evaluation of issuers. The Company’s management also uses non-IFRS financial measures in order to facilitate operating performance comparisons from period to period.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements and information within the meaning of applicable securities legislation. Forward-looking statements can be identified by the expressions “seeks”, “expects”, “believes”, “estimates”, “will”, “target” and similar expressions. The forward-looking statements are not historical facts but reflect the current expectations of the Company regarding future results or events and are based on information currently available to it. Certain material factors and assumptions were applied in providing these forward-looking statements. The forward-looking statements discussed in this release include, but are not limited to, statements about the benefits of the closing of the acquisition of a minority interest in Runway as well as the proposed transaction involving the Company and 180 Degree Capital, including future financial and operating results, the Company’s and 180 Degree Capital’s plans, objectives, expectations and intentions, the expected timing and likelihood of completion of the proposed transaction, the regulatory environment in which the Company operates, and the results of, or outlook for, the Company’s operations or for the Canadian and U.S. economies, statements relating to the Company’s continued transition to an asset management and insurance platform business and the entering into of further strategic transactions to diversify the Company’s business and further grow recurring management fee and other income and increasing Ability’s assets; the Company’s plans to focus Ability’s business on the reinsurance of annuity products; the potential benefits of combining Mount Logan’s and Ovation’s platform including an increase in fee-related earnings as a result of the acquisition; the decrease in expenses in the asset management segment; the historical growth in the asset management segment and insurance segment being an indicator for future growth; the growth and scalability of the Company’s business the Company’s business strategy, model, approach and future activities; portfolio composition and size, asset management activities and related income, capital raising activities, future credit opportunities of the Company, portfolio realizations, the protection of stakeholder value; the expansion of the Company’s loan portfolio; synergies to be achieved by both the Company and Runway through the Company’s strategic minority investment in Runway; and the expansion of Mount Logan’s capabilities. All forward-looking statements in this press release are qualified by these cautionary statements. The Company believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, the Company can give no assurance that the actual results or developments will be realized by certain specified dates or at all. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including that the Company has a limited operating history with respect to an asset management oriented business model; Ability may not generate recurring asset management fees, increase its assets or strategically benefit the Company as expected; the expected synergies by combining the business of Mount Logan with the business of Ability may not be realized as expected; the risk that Ability may require a significant investment of capital and other resources in order to expand and grow the business; the Company does not have a record of operating an insurance solutions business and is subject to all the risks and uncertainties associated with a broadening of the Company’s business; ability to obtain the requisite Company and 180 Degree Capital shareholder approvals, as well as governmental and regulatory approvals required for the proposed transaction with 180 Degree Capital, the risk that an event, change or other circumstance could give rise to the termination of the proposed transaction with 180 Degree Capital, the risk that a condition to closing of the proposed transaction with 180 Degree Capital may not be satisfied, the risk of delays in completing the proposed transaction with 180 Degree Capital, the risk that the businesses of the Company and with 180 Degree Capital will not be integrated successfully, the risk that the expected synergies of the acquisition of Ovation may not be realized as expected and the matters discussed under “Risks Factors” in the most recently filed annual information form and management discussion and analysis for the Company. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. The Company undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances except as required by securities laws. These forward-looking statements are made as of the date of this press release.

This press release is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this release is not, and under no circumstances is it to be construed as, an offer to sell or an offer to purchase any securities in the Company or in any fund or other investment vehicle. This press release is not intended for U.S. persons. The Company’s shares are not and will not be registered under the U.S. Securities Act of 1933, as amended, and the Company is not and will not be registered under the U.S. Investment Company Act of 1940 (the “1940 Act”). U.S. persons are not permitted to purchase the Company’s shares absent an applicable exemption from registration under each of these Acts. In addition, the number of investors in the United States, or which are U.S. persons or purchasing for the account or benefit of U.S. persons, will be limited to such number as is required to comply with an available exemption from the registration requirements of the 1940 Act.

Contacts:
Mount Logan Capital Inc.

365 Bay Street, Suite 800
Toronto, ON M5H 2V1
info@mountlogancapital.ca

Nikita Klassen
Chief Financial Officer
Nikita.Klassen@mountlogancapital.ca

Scott Chan
Investor Relations
Scott.Chan@mountlogan.com


MOUNT LOGAN CAPITAL INC. CONSOLIDATED STATEMENT OF FINANCIAL POSITION (in thousands of United States dollars, except share and per share amounts)

As at	Notes	March 31, 2025			December 31, 2024
ASSETS
*Asset Management:*
Cash		$	2,563		$	8,933
Investments	6		25,605			21,668
Intangible assets	9		24,064			24,801
Other assets			8,622			8,187
Total assets — asset management			60,854			63,589
*Insurance:*
Cash and cash equivalents			123,245			77,055
Restricted cash posted as collateral	18		12,526			15,716
Investments	6		1,019,969			1,045,436
Reinsurance contract assets	13		408,492			392,092
Intangible assets	9		2,444			2,444
Goodwill	9		55,015			55,015
Other assets			21,298			38,183
Total assets — insurance			1,642,989			1,625,941
Total assets		$	1,703,843		$	1,689,530
LIABILITIES
*Asset Management*
Due to affiliates	10	$	8,994		$	10,470
Debt obligations	12		78,401			78,427
Derivatives – debt warrants	12		737			504
Accrued expenses and other liabilities			9,770			5,097
Total liabilities — asset management			97,902			94,498
*Insurance*
Debt obligations	12		17,250			14,250
Insurance contract liabilities	13		1,069,625			1,048,413
Investment contract liabilities	14		222,074			227,041
Derivatives	18		1,864			5,192
Funds held under reinsurance contracts			238,371			239,918
Accrued expenses and other liabilities			7,856			2,995
Total liabilities — insurance			1,557,040			1,537,809
Total liabilities			1,654,942			1,632,307
EQUITY
Common shares	11		121,372			116,118
Warrants	11		1,129			1,129
Contributed surplus			8,063			7,917
Surplus (Deficit)			(59,805	)		(46,083	)
Cumulative translation adjustment			(21,858	)		(21,858	)
Total equity			48,901			57,223
Total liabilities and equity		$	1,703,843		$	1,689,530


MOUNT LOGAN CAPITAL INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands of United States dollars, except share and per share amounts)

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

REVENUE
*Asset management*
Management and incentive fee	7	$	2,928		$	3,494
Equity investment earning			282			224
Interest income			268			271
Dividend income			38			112
other Income			299
Net gains (losses) from investment activities	4		(623	)		(71	)
Total revenue — asset management			3,192			4,030
*Insurance*
Insurance revenue	8		23,389			22,741
Insurance service expenses	8		(25,534	)		(25,184	)
Net expenses from reinsurance contracts held	8		(52	)		(649	)
Insurance service result			(2,197	)		(3,092	)
Net investment income	5		19,004			21,804
Net gains (losses) from investment activities	4		6,958			2,666
Realized and unrealized gains (losses) on embedded derivative — funds withheld			(4,783	)		(3,829	)
Other income			—			6
Total revenue, net of insurance service expenses and net expenses from reinsurance contracts held — insurance			18,982			17,555
Total revenue			22,174			21,585
EXPENSES
*Asset management*
Administration and servicing fees	10		1,237			1,423
Transaction costs			4,545			251
Amortization and impairment of intangible assets	9		737			346
Interest and other credit facility expenses	12		1,857			1,702
General, administrative and other			4,202			3,893
Total expenses — asset management			12,578			7,615
*Insurance*
Net insurance finance (income) expenses	5		17,808			(7,252	)
Increase (decrease) in investment contract liabilities	14		1,957			2,279
(Increase) decrease in reinsurance contract assets			966			3,556
General, administrative and other			2,549			2,239
Total expenses — insurance			23,280			822
Total expenses			35,813			8,437
Income (loss) before taxes			(13,684	)		13,148
Income tax (expense) benefit — asset management	15		361			(56	)
Net income (loss) and comprehensive income (loss)		$	(13,323	)	$	13,092
Earnings per share
Basic		$	(0.48	)	$	0.51
Diluted		$	(0.48	)	$	0.50
Dividends per common share — USD		$	0.01		$	0.02
Dividends per common share — CAD		$	0.02		$	0.02

¹The yield is calculated based on the net investment income less management fees paid to Mount Logan divided by the average of investments in financial assets for the current year and prior year.

The MIL Network –

May 16, 2025

MIL-OSI: Sky Quarry Reports First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

WOODS CROSS, Utah, May 15, 2025 (GLOBE NEWSWIRE) — Sky Quarry Inc. (NASDAQ: SKYQ) (“Sky Quarry” or “the Company”), an integrated energy solutions company committed to revolutionizing the waste asphalt shingle recycling industry, today announced its financial and operational results for the three months ended March 31, 2025.

Key Financial and Operational Highlights

Generated $6.3 million in Q1 revenue, a 50% increase from Q4 2024.
Signed a Letter of Intent with R & R Solutions, the only permitted asphalt shingle recycler in New Mexico, to explore the feasibility of establishing a modular waste-to-energy site in the Southwest.
Executed a Letter of Intent with Southwind RAS, a leading recycler in the Midwest, to collaborate on regional facility deployment and feedstock supply.
Engaged TAR360 to accelerate the company’s growth trajectory, optimize internal processes, and support execution across key operational initiatives.

Commentary by David Sealock, Chairman & Chief Executive Officer, and Darryl Delwo, Chief Financial Officer of Sky Quarry

“We are pleased with the continued growth across our operations and the progress we’ve made in the first quarter of 2025 toward executing our waste-to-energy strategy, which is central to our mission of transforming recycled asphalt shingles into sustainably produced fuels and other valuable materials. At PR Spring, asset upgrades are nearing completion, and once commissioned, the site will activate our fully integrated production model and enable commercial-scale output.

As part of our national expansion strategy, we signed non-binding Letters of Intent with Southwind RAS in the Midwest and R & R Solutions in the Southwest. These LOIs represent an early step in evaluating potential partnerships that could expand Sky Quarry’s geographic footprint and provide access to more than 1.5 million tons of asphalt shingle supply annually. If advanced, these relationships could unlock new revenue opportunities through facility development, expanded processing capacity, and the sale of high-value materials such as recycled liquid asphalt, blended fuels, and other products derived from waste asphalt shingles.

We’re seeing the impact of operational improvements made in 2024 at the Foreland Refinery, with a 50% increase in revenue from Q4 2024 to Q1 2025 as output stabilized and product volumes rebounded.

To build on this momentum, we engaged TAR360 to further optimize operations at Foreland. While we’re encouraged by recent performance gains, our shared goal is to increase throughput by up to 400% over time, scaling from our current 20,000 barrels per month to as much as 100,000. Achieving this level of production would enhance operating leverage, expand margins, and drive stronger profitability.

With these improvements and additional efficiencies underway, we believe Foreland is positioned to play a key role in meeting growing fuel demand across the Western U.S. California’s refining capacity is expected to decline by 21% in a single year due to major facility closures, while global price spreads and supply constraints are creating price dislocations that make local refining more competitive. As market conditions continue to evolve, we are executing with purpose by scaling production, improving performance, and positioning Sky Quarry for a strong 2025.”

Financial Results for the Three Months Ended March 31, 2025

Total revenues for the first quarter ended March 31, 2025, were approximately $6.3 million, down from $11.0 million in the same period of 2024. This decline was primarily driven by ongoing challenges in reestablishing supply streams following the Foreland Refinery outage and refurbishment in mid-2024. In addition, lower commodity prices contributed to the decrease, with WTI crude falling from $87 per barrel in April 2024 to $71 per barrel at the end of Q1 2025.

Gross profit for the quarter was negative $726,000, compared to a gross profit of $569,000 in the prior-year period.

Total operating expenses increased to $1.94 million in Q1 2025, up from $1.61 million in Q1 2024, reflecting higher general and administrative costs, non-cash share-based compensation, and depreciation.

As a result, the Company reported a net loss of $3.3 million for the first quarter of 2025, compared to a net loss of $2.5 million in the same period last year.

Net cash used in operating activities for the three months ended March 31, 2025, was approximately $2.0 million, compared to $1.2 million for the same period in 2024.

About Sky Quarry Inc.

Sky Quarry Inc. (NASDAQ:SKYQ) and its subsidiaries are, collectively, an oil production, refining, and a development-stage environmental remediation company formed to deploy technologies to facilitate the recycling of waste asphalt shingles and remediation of oil-saturated sands and soils. Our waste-to-energy mission is to repurpose and upcycle millions of tons of asphalt shingle waste, diverting them from landfills. By doing so, we can contribute to improved waste management, promote resource efficiency, conserve natural resources, and reduce environmental impact. For more information, please visit skyquarry.com.

Forward-Looking Statements

This press release may include ”forward-looking statements.” All statements pertaining to our future financial and/or operating results, future events, or future developments may constitute forward-looking statements. The statements may be identified by words such as “expect,” “look forward to,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “project,” or words of similar meaning. Such statements are based on the current expectations and certain assumptions of our management, of which many are beyond our control. These are subject to a number of risks, uncertainties, and factors, including but not limited to those described in our disclosures. Should one or more of these risks or uncertainties materialize or should underlying expectations not occur or assumptions prove incorrect, actual results, performance, or our achievements may (negatively or positively) vary materially from those described explicitly or implicitly in the relevant forward-looking statement. We neither intend, nor assume any obligation, to update or revise these forward-looking statements in light of developments which differ from those anticipated. You are urged to carefully review and consider any cautionary statements and the Company’s other disclosures, including the statements made under the heading “Risk Factors” and elsewhere in the Company’s Form 10-K as filed with the SEC on March 31, 2025. Forward-looking statements speak only as of the date of the document in which they are contained.

Investor Relations
Jennifer Standley
Director of Investor Relations
Ir@skyquarry.com

Company Website
www.skyquarry.com

Sky Quarry Inc. Consolidated Balance Sheets As of March 31, 2025 and December 31, 2024

	March 31, 2025		December 31, 2024

ASSETS

Current assets:
Cash	$	213,000	$	385,116
Accounts receivables		1,758,159		1,123,897
Prepaid expenses and other assets		641,427		339,124
Inventory		2,103,379		3,149,236
Total current assets		4,715,965		4,997,373

Property, plant, and equipment		5,942,782		6,160,318
Oil and gas properties		8,832,356		8,534,967
Restricted cash		798,851		2,929,797
Right-of-use asset		1,091,656		1,115,785
Goodwill		3,209,003		3,209,003

Total assets	$	24,590,613	$	26,947,243

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued expenses	$	3,233,613		$	4,046,319
Current portion of operating lease liability		81,775			38,422
Current portion of finance lease liability		16,626			16,120
Warrant liability		184,087			459,067
Lines of credit		2,328,127			1,260,727
Current maturities of notes payable		6,164,310			6,578,017
Total current liabilities		12,008,538			12,398,672

Notes payable, less current maturities, net of debt issuance costs		1,999,999			2,000,560
Operating lease liability, net of current portion		15,613			77,824
Finance lease Liability, net of current portion		987,018			971,690
Total Liabilities		15,011,168			15,448,746

Commitments and contingencies

Shareholders’ Equity:
Preferred stock $0.001 par value: 25,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		–			–
Common stock $0.0001 par value: 100,000,000 shares authorized: 21,260,924 and 19,027,208 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		2,126			1,903
Additional paid in capital		37,088,388			35,674,391
Accumulated other comprehensive loss		(209,286	)		(209,708	)
Accumulated deficit		(27,301,783	)		(23,968,089	)
Total shareholders’ equity		9,579,445			11,498,497

Total liabilities and shareholders’ equity	$	24,590,613		$	26,947,243

Sky Quarry Inc. Consolidated Statements of Operations and Comprehensive Loss For the Periods Ended March 31, 2025 and 2024

	Three Months Ended March 31, 2025			Three Months Ended March 31, 2024
Net sales	$	6,332,967		$	10,952,330

Cost of goods sold		7,059,059			10,382,881
Gross Margin		(726,092	)		569,449

Operating expenses:
General and administrative		1,935,457			1,607,884
Depreciation and amortization		2,028			1,472
Total Operating expenses		1,937,485			1,609,356

Loss from operations		(2,663,577	)		(1,039,907	)

Other income (expense):
Interest expense		(872,468	)		(1,308,445	)
Loss on extinguishment of debt		(85,753	)		(108,887	)
Gain on warrant valuation		274,980			–
Other income (expense)		7,477			(5,306	)
Gain on sale of assets		5,647			–
Other expense, net		(670,117	)		(1,422,638	)

Loss before provision for income taxes		(3,333,694	)		(2,462,545	)

Provision for income taxes		–			–

Net loss		(3,333,694	)		(2,462,545	)

Other comprehensive income (loss)
Exchange gain (loss) on translation of foreign operations		422			(8,134	)

Net loss and comprehensive loss	$	(3,333,272	)	$	(2,470,679	)

Loss per common share
Basic and diluted	$	(0.16	)	$	(0.15	)
Weighted average shares outstanding
Basic and diluted		21,264,725			16,334,862

Sky Quarry Inc. Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2025 and 2024

		2025			2024

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,333,694	)	$	(2,462,545	)
Adjustments to reconcile net loss to cash used in operating activities:
Share based compensation		78,880			270,176
Depreciation and amortization		242,004			164,534
Amortization of debt issuance costs		765,793			1,166,227
Amortization of right-of-use asset		24,129			21,952
Gain on revaluation of warrant liabilities		(274,980	)		–
Loss on extinguishment of debt		56,660			108,887
Gain on sale of assets		(5,647	)		–

Changes in operating assets and liabilities:
Accounts receivable		(634,263	)		(766,259	)
Prepaid expenses and other assets		(302,302	)		(323,750	)
Inventory		1,045,857			203,235
Accounts payable and accrued expenses		373,889			371,043
Operating lease liability		450			21,952
Net cash used in operating activities		(1,963,224	)		(1,224,548	)

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of assets		14,060			–
Purchase of exploration and evaluation assets		(297,389	)		(144,964	)
Purchase of property, plant, and equipment		(32,881	)		(282,702	)
Net cash used in investing activities		(316,210	)		(427,666	)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds on lines of credit		5,339,736			10,641,448
Payments on lines of credit		(4,272,336	)		(11,638,704	)
Proceeds from note payable		143,237			9,820,288
Payments on note payable		(1,231,214	)		(5,300,608	)
Warrants Issued (net against payment of debt issuance costs)					–
Debt discount on note payable					(1,970,936	)
Payments on finance lease		(3,473	)		(19,851	)
Proceeds on issuance of preferred stock					197,500
Preferred stock offering costs					(40,870	)
Proceeds on issuance of common stock					19,492
Common stock offering costs					–
Net cash provided by (used in) financing activities		(24,050	)		1,707,755

Effect of exchange rate on cash		422			(8,134	)

Increase (decrease) in cash and restricted cash		(2,303,062	)		47,407
Cash and restricted cash, beginning of the period		3,314,913			4,680,836

Cash and restricted cash, end of the period	$	1,011,851		$	4,728,243

The MIL Network –

May 16, 2025

MIL-OSI: SUNation Energy Announces 2025 First Quarter Results and Introduces Financial Guidance for 2025

Source: GlobeNewswire (MIL-OSI)

Substantial Progress in Reducing Debt, Lowering Costs, Enhancing Cash Flow
Strong Commercial Project Backlog

RONKONKOMA, N.Y., May 15, 2025 (GLOBE NEWSWIRE) — SUNation Energy, Inc. (Nasdaq: SUNE) (the “Company”), a leading provider of sustainable solar energy and backup power to households, businesses, municipalities, and for servicing existing systems, today announced financial results for the first quarter ended March 31, 2025 (“Q1 2025”). The information in this Press Release is not complete and should be carefully read in conjunction with our most recent Form 10-Q quarterly report for the financial quarter ended March 31, 2025, including the subsequent events and risk factor updated therein, as well as our other SEC reports.

“Our results for Q1 2025 reflect the initial successes associated with our corporate transformation activities, most notably in the areas of cost containment, operating efficiencies, improved cash position, and debt reduction,” said Scott Maskin, Chief Executive Officer.

“We see gathering strength in our end markets and are pleased with the performance of our two primary business segments – SUNation, which serves Long Island and the surrounding region, and Hawaii Energy Connection (“HEC”). SUNation’s Commercial backlog as of March 31, 2025 rose more than 30% compared to the same period last year, thanks to a variety of projects currently in various stages of development with our institutional partners. While our New York Residential business experienced typical seasonal headwinds in Q1 2025 due largely to especially poor weather in February, we are addressing pent up demand from Residential consumers. This has resulted in a stronger than usual Springtime push, with both contract and install activity rivaling the growth we saw during the post Inflation Reduction Act boom-period prior to the rise in interest and financing rates. We expect improved results in Q2 2025 compared to Q1 2025 as consumers look to lock in pricing prior to any potential increases related to tariffs and in advance of any changes to federal solar tax incentives that may occur as this issue gets debated in Congress. Based on 20 years of experience dealing with dynamic federal incentives, and now tariffs, I do believe that we are well-positioned to capitalize on this growing sense of urgency among consumers to begin to realize the benefits of solar.

He continued, “We are also exploring opportunities to expand our Service and Maintenance business in the New York metro region to support thousands of homeowners whose systems have been orphaned by solar providers that are no longer in business. This presents a meaningful opportunity to broaden our customer base, support the continuing use of solar, and potentially benefit from historically high margin service revenues. Our Residential business in Hawaii, a more mature market, is expected to rebound from a sluggish 2024 due to solar and battery incentives that took effect in May 2025 thanks to recent action by the State of Hawaii’s Public Utilities Commission.”

James Brennan, SUNation’s Chief Financial Officer, said, “The restructuring and debt reduction initiatives we have implemented over the last several quarters have simplified and strengthened our capital structure, significantly reduced monthly cash burn, enhanced cash flows, and stabilized our financial profile. Q1 2025 selling, general and administrative (“SG&A”) expenses declined by 9% from the first quarter of 2024 and interest expense decreased by 25%. We improved our cash position and lowered our debt by more than 50% from December 31, 2024.”

Mr. Maskin concluded, “Although our business and industry are still recovering from a difficult period, we remain optimistic about 2025 and the long-term promise of solar energy. We have created a solid financial and operating platform, have maintained a sterling reputation among customers, and our team members are among the best in our industry. We are pursuing a variety of organic and acquisition-based initiatives that can expand our market reach, add scale to our business, and evolve our model into a one-stop shop for solar and storage related needs. For these reasons and more, we have the confidence to provide annual guidance for 2025.”

Q1 2025 Financial Results Overview
Comparisons are to the first quarter ended March 31, 2024 (“Q1 2024”) unless otherwise noted

Consolidated revenue declined by 4% to $12.6 million from $13.2 million. At SUNation, Commercial revenue rose 28%, which offset a 3% decline in Residential revenue due largely to seasonality, as well as lower Service revenue. At HEC, revenue declined by 11% to $3.1 million, which the Company believes is due largely to a lack of solar and battery incentives available in Q1 2025; these incentives once again became available May 15, 2025.
Gross profit was $4.4 million, or 35.1%, compared to gross profit of $4.8 million, or 36.4%, due primarily to lower total revenues.
SG&A expenses declined by 9% to $6.0 million from $6.6 million, the result of cost optimization and efficiency measures implemented in 2024.
Total operating expenses decreased by 5.6% to $6.6 million from $7.0 million.
Interest expense declined 25% to $0.6 million from $0.8 million, reflecting management’s commitment to the repayment and retirement of outstanding debt.
Net loss was $(3.5) million compared to net income of $1.2 million. Net income in Q1 2024 included $3.4 million of other income while net loss in Q1 2025 included other expenses of $(1.3) million.
Adjusted EBITDA was stable at $(1.5) million.

Financial Condition March 31, 2025

Cash and cash equivalents rose to $1.4 million from $0.8 million at December 31, 2024, and restricted cash was stable at $0.3 million when compared to December 31, 2024.
Total debt, which includes earnout consideration of $2.1 million, declined 51% to $9.2 million from total debt of $19.1 million at December 31, 2024.
Accounts payable decreased by $1.5 million from December 31, 2024
Current liabilities decreased by $6.9 million from December 31, 2024
Long-term liabilities decreased by $0.7 million from December 31, 2024
Stockholders’ equity increased by $6.3 million from December 31, 2024

Recent Financial Developments

Secured a total of $20 million in aggregate gross proceeds via a securities purchase agreement with certain institutional investors.
Eliminated $12.6 million of secured debt and other long-term contractual obligations that removed an average annual cash drain of approximately $3.4 million through 2027, which includes lowering annual interest expense for 2025 by an estimated $1.4 million.
Reduced 2025 SG&A spending by an estimated $2.0 million.
Paid in full a $2.5 million earn out payment associated with the November 2022 acquisition of SUNation Solar Systems, Inc. and five of its affiliated entities.
Restructured $5.5 million of long-term debt.
Entered into a new $1.0 million line of credit agreement with MBB Energy, LLC, which was unused as of May 15, 2025.
Signed separate Letters of Intent with Energy Systems Group, an award-winning energy services company, for the deployment of over 2.35 MWs of solar power at two school districts on Long Island.

2025 FINANCIAL GUIDANCE

Based on results for the first quarter of 2025, progress associated with our corporate transformation activities, and current business conditions and estimated outlook, the Company is providing the following financial guidance for the year ending December 31, 2025:

Total sales of $65 million to $70 million, a projected increase of between 14% and 23% from total sales of $56.9 million in 2024.
Adjusted EBITDA of $0.5 million to $0.7 million, an increase from an Adjusted EBITDA loss in 2024.

Guidance for full year 2025 is based on the Company’s current views, beliefs, estimates and assumptions. It does not include any potential impact related to, among numerous other potential events that are largely out of our control, such as current or future tariffs, global disruptions, broader industry dynamics and trade policy changes, which the Company is unable to predict at this time. All financial expectations are forward-looking, and actual results may differ materially from such expectations, as further discussed below under the heading ” Forward-Looking Statements.”

We are not able to provide a reconciliation of Adjusted EBITDA guidance for full year 2025 to net profit (loss), the most directly comparable GAAP financial measure, because certain items that are excluded from Adjusted EBITDA but included in net profit (loss) cannot be predicted on a forward-looking basis without unreasonable effort or are not within our control.

Q1 2025 CONFERENCE CALL

Management will host a conference call on Friday, May 16, 2025 at 9:00 am ET. Interested parties may participate in the call by dialing:

Domestic: (800) 715-9871
International: (646) 307-1963
Passcode: 1430444

The conference call will also be accessible via the Investor Relations section of the Company’s web site at https://ir.sunation.com/news-events or via this link: https://edge.media-server.com/mmc/p/6k6euqgi

About SUNation Energy, Inc.

SUNation Energy, Inc. is focused on growing leading local and regional solar, storage, and energy services companies nationwide. Our vision is to power the energy transition through grass-roots growth of solar electricity paired with battery storage. Our portfolio of brands (SUNation, Hawaii Energy Connection, E-Gear) provide homeowners and businesses of all sizes with an end-to-end product offering spanning solar, battery storage, and grid services. SUNation Energy, Inc.’s largest markets include New York, Florida, and Hawaii, and the company operates in three (3) states.

Forward Looking Statements

Our prospects here at SUNation Energy Inc. are subject to uncertainties and risks. This news release contains 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 Act of 1934. The Company intends that such forward-looking statements be subject to the safe harbor provided by the foregoing Sections. These forward-looking statements are based largely on the expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond the control of management. Therefore, actual results could differ materially from the forward-looking statements contained in this presentation. The Company cannot predict or determine after the fact what factors would cause actual results to differ materially from those indicated by the forward-looking statements or other statements. The reader should consider statements that include the words “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “projects”, “should”, or other expressions that are predictions of or indicate future events or trends, to be uncertain and forward-looking. We caution readers not to place undue reliance upon any such forward-looking statements. The Company does not undertake to publicly update or revise forward-looking statements, whether because of new information, future events or otherwise. Additional information respecting factors that could materially affect the Company and its operations are contained in the Company’s filings with the SEC which can be found on the SEC’s website at www.sec.gov.



SUNATION ENERGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

ASSETS
	March 31			December 31
	2025			2024
CURRENT ASSETS:
Cash and cash equivalents	$	1,447,329		$	839,268
Restricted cash and cash equivalents		292,901			312,080
Trade accounts receivable, less allowance for
credit losses of $215,738 and $240,817, respectively		3,927,676			4,881,094
Inventories, net		2,512,552			2,707,643
Related party receivables		23,739			23,471
Prepaid expenses		1,383,296			1,587,464
Costs and estimated earnings in excess of billings		692,821			560,648
Other current assets		264,875			198,717
TOTAL CURRENT ASSETS		10,545,189			11,110,385
PROPERTY, PLANT AND EQUIPMENT, net		1,164,610			1,238,898
OTHER ASSETS:
Goodwill		17,443,869			17,443,869
Operating lease right of use asset		3,600,546			3,686,747
Intangible assets, net		11,661,458			12,220,833
Other assets, net		12,000			12,000
TOTAL OTHER ASSETS		32,717,873			33,363,449
TOTAL ASSETS	$	44,427,672		$	45,712,732
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	6,514,331		$	8,032,769
Accrued compensation and benefits		817,585			796,815
Operating lease liability		329,793			321,860
Accrued warranty		183,375			350,013
Other accrued liabilities		1,375,025			1,055,995
Accrued loss contingencies		342,216			1,300,000
Income taxes payable		19,686			5,071
Refundable customer deposits		1,426,398			1,870,173
Billings in excess of costs and estimated earnings		298,173			444,310
Contingent value rights		292,901			312,080
Earnout consideration		2,110,896			2,500,000
Contingent forward contract		5,406,033			—
Current portion of loans payable		351,249			3,139,113
Current portion of loans payable – related party		806,154			6,951,563
Embedded derivative liability		—			82,281
TOTAL CURRENT LIABILITIES		20,273,815			27,162,043
LONG-TERM LIABILITIES:
Loans payable and related interest		1,248,397			6,531,650
Loans payable and related interest – related party		4,712,780			—
Operating lease liability		3,385,783			3,471,623
TOTAL LONG-TERM LIABILITIES		9,346,960			10,003,273
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS’ EQUITY
Series A Convertible preferred stock, par value $1.00 per share; 3,000,000 shares authorized; no shares issued and outstanding, respectively		—			—
Series D preferred stock, par value $1.00 per share; 3,000,000 shares authorized; 1 and no shares issued and outstanding, respectively		1			—
Common stock, par value $0.05 per share; 125,000 shares authorized;
81,391 and 9,343 shares issued and outstanding, respectively⁽¹⁾		4,070			467
Additional paid-in capital⁽¹⁾		61,198,304			51,445,995
Accumulated deficit		(46,395,478	)		(42,899,046	)
TOTAL STOCKHOLDERS’ EQUITY		14,806,897			8,547,416
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	44,427,672		$	45,712,732

(1) Prior period results have been adjusted to reflect the reverse stock split of the common stock at a ratio of 1-for-200 that became effective April 21, 2025, the reverse stock split of the common stock at a ratio of 1-for-50 that became effective October 17, 2024 and the reverse stock split of the common stock at a ratio of 1-for-15 that became effective June 12, 2024. See Note 1, “Nature of Operations,” for further details.



SUNATION ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended March 31
	2025			2024
Sales	$	12,636,638		$	13,219,197
Cost of sales		8,205,313			8,413,749
Gross profit		4,431,325			4,805,448
Operating expenses:
Selling, general and administrative expenses		6,039,298			6,629,027
Amortization expense		559,375			709,375
Fair value remeasurement of SUNation earnout consideration		—			(350,000	)
Total operating expenses		6,598,673			6,988,402
Operating loss		(2,167,348	)		(2,182,954	)
Other (expense) income:
Investment and other income		48,165			45,841
Gain on sale of assets		—			6,118
Fair value remeasurement of warrant liability		—			3,728,593
Fair value remeasurement of contingent forward contract		109,492			—
Fair value remeasurement of contingent value rights		19,179			376,085
Financing fees		(576,594	)		—
Interest expense		(571,240	)		(764,870	)
Loss on debt extinguishment		(343,471	)		—
Other (expense) income, net		(1,314,469	)		3,391,767
Net (loss) income before income taxes		(3,481,817	)		1,208,813
Income tax expense		14,615			6,162
Net (loss) income		(3,496,432	)		1,202,651

Deemed dividend on extinguishment of Convertible Preferred Stock		—			(751,125	)
Deemed dividend on modification of PIPE Warrants		—			(10,571,514	)
Net loss attributable to common shareholders	$	(3,496,432	)	$	(10,119,988	)


Basic net loss per share⁽¹⁾	$	(106.71	)	$	(38,414.84	)
Diluted net loss per share⁽¹⁾	$	(106.71	)	$	(38,414.84	)

Weighted Average Basic Shares Outstanding⁽¹⁾		32,766			263
Weighted Average Dilutive Shares Outstanding⁽¹⁾		32,766			263

(1) Prior period results have been adjusted to reflect the reverse stock split of the common stock at a ratio of 1-for-200 that became effective April 21, 2025, the reverse stock split of the common stock at a ratio of 1-for-50 that became effective October 17, 2024 and the reverse stock split of the common stock at a ratio of 1-for-15 that became effective June 12, 2024. See Note 1, “Nature of Operations,” for further details.

Non-GAAP Financial Measures
This press release also includes non-GAAP financial measures that differ from financial measures calculated in accordance with United States generally accepted accounting principles (“GAAP”). Adjusted EBITDA is a non-GAAP financial measure provided in this release, and is net (loss) income calculated in accordance with GAAP, adjusted for interest, income taxes, depreciation, amortization, stock compensation, gain on sale of assets, financing fees, loss on debt remeasurement, and non-cash fair value remeasurement adjustments as detailed in the reconciliations presented below in this press release.

These non-GAAP financial measures are presented because the Company believes they are useful indicators of its operating performance. Management uses these measures principally as measures of the Company’s operating performance and for planning purposes, including the preparation of the Company’s annual operating plan and financial projections. The Company believes these measures are useful to investors as supplemental information and because they are frequently used by analysts, investors, and other interested parties to evaluate companies in its industry. The Company also believes these non-GAAP financial measures are useful to its management and investors as a measure of comparative operating performance from period to period.

The non-GAAP financial measures presented in this release should not be considered as an alternative to, or superior to, their respective GAAP financial measures, as measures of financial performance or cash flows from operations as a measure of liquidity, or any other performance measure derived in accordance with GAAP, and they should not be construed to imply that the Company’s future results will be unaffected by unusual or non-recurring items. In addition, these measures do not reflect certain cash requirements such as tax payments, debt service requirements, capital expenditures and certain other cash costs that may recur in the future. Adjusted EBITDA contains certain other limitations, including the failure to reflect our cash expenditures, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. In evaluating non-GAAP financial measures, you should be aware that in the future the Company may incur expenses that are the same as or similar to some of the adjustments in this presentation. The Company’s presentation of non-GAAP financial measures should not be construed to imply that its future results will be unaffected by any such adjustments. Management compensates for these limitations by primarily relying on the Company’s GAAP results in addition to using non-GAAP financial measures on a supplemental basis. The Company’s definition of these non-GAAP financial measures is not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation.


SUNATION ENERGY, INC. RECONCILIATION OF GAAP NET (LOSS) INCOME TO ADJUSTED EBITDA

	Three Months Ended March 31
		2025			2024
Net (Loss) Income	$	(3,496,432	)	$	1,202,651
Interest expense		571,240			764,870
Interest income		(3,162	)		(21,555	)
Income taxes		14,615			6,162
Depreciation		67,940			92,417
Amortization		559,375			709,375
Stock compensation		30,815			197,306
Gain on sale of assets		—			(6,118	)
FV remeasurement of contingent value rights		(19,179	)		(376,085	)
FV remeasurement of earnout consideration		—			(350,000	)
FV remeasurement of warrant liability		—			(3,728,593	)
FV remeasurement of contingent forward contract		(109,492	)		—
Financing fees		576,594			—
Loss on debt remeasurement		343,471			—
Adjusted EBITDA	$	(1,464,215	)	$	(1,509,570	)

The MIL Network –

May 16, 2025

MIL-OSI: Banzai Reports First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

Revenue of $3.4 Million for Q1 2025, Representing 213% Growth from Q1 2024

Gross Profit of $2.8 Million for Q1 2025, Representing 297% Growth from Q1 2024; Gross Margin Expanded to 82.1% in Q1 2025 from 64.7% in Q1 2024

Q1 2025 Net Loss Improved to ($3.6) Million from ($7.9) Million in Q4 2024, Positioning the Company to Cash Break-Even Operations in FY2025

Management to Host First Quarter 2025 Results Conference Call Today, Thursday, May 15, 2025 at 5:45 p.m. Eastern Time

SEATTLE, May 15, 2025 (GLOBE NEWSWIRE) — Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, today reported financial results for the first quarter ended March 31, 2025.

First Quarter 2025 and Subsequent Key Financial & Operational Highlights

Revenue of $3.4 million for Q1 2025, representing an increase of 213% million over Q1 2024 and a 160% sequential increase.
Gross profit of $2.8 million for Q1 2025, representing an increase of 297% over Q1 2024. Gross margin was 82.1% in Q1 2025, compared to 64.7% in Q1 2024.
Annual Recurring Revenue (ARR) of $14.9 million for Q1 2025. This represents a 268% annualized ARR growth rate compared to Q4 2024.
Q1 2025 Net Loss was ($3.6) million, a $4 million sequential improvement from Q4 2024 Net Loss of ($7.9) million.
Q1 2025 Adjusted EBITDA was ($1.7) million, compared to ($1.5) million in Q1 2024.
Completed acquisition of Vidello, Ltd. (“Vidello”) on January 31, 2025.
Signed a definitive agreement to acquire Act-On Software Inc. (“Act-On”), an enterprise marketing automation platform (MAP) provider, which is projected to increase revenue by $27 million for the twelve-month period ending December 31, 2025, on a pro-forma basis, when completed; acquisition subject to closing conditions.
Completed ahead-of-schedule repayment of $20.3 million of outstanding liabilities as of March 31, 2025, pursuant to the $24.8 million debt payoff and restructuring agreements announced on September 24, 2024.
Expanded customer base to over 90,000 total customers.

“In the first quarter, as our Vidello and OpenReel businesses continued to drive revenue momentum, we also focused on shoring up the financial strength of the company,” said Joe Davy, Founder and CEO of Banzai. “Revenue was $3.3 million for the first quarter of 2025, representing a 207% increase from the prior year from continued strong performance for our products. We closed the acquisition of Vidello in February, and progress continued toward closing the acquisition of Act-On Software, which is projected to increase revenue by $27 million for the full year 2025 on a pro-forma basis when completed, which remains subject to the satisfaction or waiver of closing conditions and therefore there is no guarantee it will be completed or provide such revenue.

“For the first quarter, we achieved a 268% annualized Annual Recurring Revenue growth rate. Growth was driven by our focus on mid-market and enterprise customers, and on the Reach product through re-engineering and expanded sales efforts. In total, we now serve over 90,000 customers.

“We made significant improvements to our balance sheet and cost structure, which we believe will position us for sustainable profitability in the future. With the investment in our Vidello acquisition, we further improved our financial position and flexibility with a $5.1 million year over year improvement in stockholders’ equity to a positive $2.4 million as of March 31, 2025. We also implemented a strategic initiative that we expect will enable us to significantly improve net income, substantially extend our cash runway, and invest in growth. We are making significant progress toward these goals and overall improvement in net income is expected to be approximately $13.5 million annually when fully implemented, while maintaining our growth outlook.

“In the first quarter Banzai secured expanded agreements with several prominent enterprises including RBC Capital Markets for our OpenReel solution, further cementing OpenReels position as a leading digital video creation platform for enterprise marketing teams. These agreements further validate our expansion strategy in the enterprise and mid-market. We are seeing solid traction in the financial sector, where the OpenReel Creator tool gives global financial firms the ability to offer standardized branded video with personalization at scale for their wealth managers, partners, and other stakeholders.

“To better serve our customers, we have continued to invest in our products and growth initiatives. We launched CreateStudio 4.0, with major A.I. enhancements for video creation including new A.I. builders, hook generators and assistant, and improved audio visualizer, call-to-action, and UI improvements.

“Looking ahead, our acquisitions have allowed us to build an integrated platform of AI-powered MarTech solutions that is driving strong growth with its marketing results. We are focused on adding innovative new products and capabilities that will provide compelling solutions for our clients and further our market reach. As we continue to invest in our software platform, sales and marketing, product development, acquisition strategy and other organic growth initiatives, we are managing costs efficiently. We are also continuing to strengthen our capital structure and balance sheet, to deliver a material benefit to both net income and shareholders’ equity. We look forward to additional updates on our anticipated milestones in the weeks and months to come,” concluded Davy.

First Quarter 2025 Financial Results

Banzai believes its non-GAAP financial measure ARR is more meaningful in evaluating its performance. The Company’s management team evaluates its financial and operating results utilizing this non-GAAP measure. For the three months ended March 31, 2025, ARR increased to $14.9 million, representing a 268% annualized ARR growth rate.

Total revenue for the three months ended March 31, 2025, was $3.4 million, a sequential increase of 160% from the three months ended December 31, 2024, and an increase of 213% compared to the prior year quarter.

Total cost of revenue for the three months ended March 31, 2025 was $0.6 million, compared to $0.4 million in the prior year quarter, an increase of 59%. The increase was proportional to the revenue for the corresponding period.

Gross profit for the three months ended March 31, 2025, was $2.8 million, compared to $0.7 million in the prior year quarter. Gross margin was 82.1% in the first quarter of 2025, compared to 64.7% in the first quarter of 2024.

Total operating expenses for the three months ended March 31, 2025, were $7.7 million, compared to $4.1 million in the prior year quarter. The increase in operating expenses were primarily due to the additions of OpenReel and Vidello and overall operating expenses.

Net loss for the three months ended March 31, 2025, was $3.6 million, compared to $4.3 million in the prior year quarter.

Adjusted EBITDA for the three months ended March 31, 2025, was ($1.7) million, compared to Adjusted EBITDA of ($1.5) million for the prior year quarter. This period-over-period decrease is primarily attributable to increased gain on extinguishments of liabilities offset by loss on issuance of term notes and increased transaction related expenses.

Net cash used in operating activities for the three months ended March 31, 2025, was $5.0 million, compared to $2.1 million for the three months ended March 31, 2024.

Cash totaled $0.8 million as of March 31, 2025, compared to $1.1 million as of December 31, 2024.

Annual Recurring Revenue (“ARR”) refers to annual run-rate revenue of subscription agreements from all customers in the last month of the measured period. These statements are forward-looking and actual ARR may differ materially. Refer to the “Forward-Looking Statements” section below for information on the factors that could cause Banzai’s actual ARR to differ materially from these forward-looking statements.

First Quarter 2025 Results Conference Call

Banzai Founder & CEO Joe Davy and Interim CFO Alvin Yip will host the conference call, followed by a question-and-answer session. The conference call will be accompanied by a presentation, which can be viewed during the webcast or accessed via the investor relations section of the Company’s website here.

To access the call, please use the following information:

A replay of the webcast and the presentation utilized during the call will be available in the Company’s investor relations section here.

Note About Non-GAAP Financial Measures

Adjusted EBITDA

In addition to our results determined in accordance with U.S. GAAP, we believe that Adjusted EBITDA, a non-GAAP measure as defined below, is useful in evaluating our operational performance distinct and apart from certain irregular, non-cash, and non-operational expenses. We use this information for ongoing evaluation of operations and for internal planning purposes. We believe that non- GAAP financial information, when taken collectively with results under GAAP, may be helpful to investors in assessing our operating performance and comparing our performance with competitors and other comparable companies.

Non-GAAP measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We endeavor to compensate for the limitation of Adjusted EBITDA, by also providing the most directly comparable GAAP measure, which is net loss, and a description of the reconciling items and adjustments to derive the non-GAAP measure.

Adjusted EBITDA should only be considered alongside results prepared in accordance with GAAP, including various cash-flow metrics, net income (loss) and our other GAAP results and financial performance measures.

Net Income/(Loss) to Adjusted EBITDA Reconciliation

	Three Months Ended *March 31,*			Three Months Ended *March 31,*			Period- over-			Period- over-
($ in Thousands)	*2025*			*2024*			*Period $*			*Period %*
Net loss	$	(3,644	)	$	(4,291	)	$	647			-15.1	%
Depreciation expense		247			2			245			12250.0	%
Stock based compensation		337			43			294			685.9	%
Interest expense		—			451			(451	)		-100.0	%
Interest expense – related party		358			578			(220	)		-38.1	%
Income tax expense		74			(1	)		75			-7500.0	%
GEM commitment fee expense		–			200			(200	)		-100.0	%
Gain on extinguishment of liabilities		(4,343	)		(528	)		(3,815	)		722.5	%
Loss on debt issuance		274			171			103			60.2	%
Loss on issuance of term notes		1,770			—			1,770		nm
Change in fair value of warrant liability		(4	)		(408	)		404			-99.0	%
Change in fair value of warrant liability – related party		2			(115	)		117			-101.7	%
Change in fair value of bifurcated embedded derivative liabilities – related party		43			–			43		nm
Change in fair value of convertible notes		159			544			(385	)		-70.8	%
Change in fair value of term notes		166			—			166		nm
Change in fair value of convertible bridge notes		(22	)		—			(22	)	nm
Loss on yorkville sepa advances		385			—			385		nm
Other expense, net		(125	)		(4	)		(121	)		3025.0	%
Transaction related expenses*		2,582			1,842			740			40.2	%
Adjusted EBITDA (Loss)	$	(1,742	)	$	(1,512	)	$	(230	)		15.2	%

About Banzai

Banzai is a marketing technology company that provides AI-enabled marketing and sales solutions for businesses of all sizes. On a mission to help their customers grow, Banzai enables companies of all sizes to target, engage, and measure both new and existing customers more effectively. Customers who use Banzai’s product suite include Autodesk, Dell Technologies, New York Life, Thermo Fisher Scientific, Thinkific, and ActiveCampaign, among thousands of others. Learn more at www.banzai.io. For investors, please visit https://ir.banzai.io.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often use words such as “believe,” “may,” “will,” “estimate,” “target,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “propose,” “plan,” “project,” “forecast,” “predict,” “potential,” “seek,” “future,” “outlook,” and similar variations and expressions. Forward-looking statements are those that do not relate strictly to historical or current facts. Examples of forward-looking statements may include, among others, statements regarding Banzai International, Inc.’s (the “Company’s”): future financial, business and operating performance and goals; annualized recurring revenue and customer retention; ongoing, future or ability to maintain or improve its financial position, cash flows, and liquidity and its expected financial needs; potential financing and ability to obtain financing; acquisition strategy and proposed acquisitions and, if completed, their potential success and financial contributions; strategy and strategic goals, including being able to capitalize on opportunities; expectations relating to the Company’s industry, outlook and market trends; total addressable market and serviceable addressable market and related projections; plans, strategies and expectations for retaining existing or acquiring new customers, increasing revenue and executing growth initiatives; and product areas of focus and additional products that may be sold in the future. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity and development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements. Therefore, investors should not rely on any of these forward-looking statements. Factors that may cause actual results to differ materially include changes in the markets in which the Company operates, customer demand, the financial markets, economic, business and regulatory and other factors, such as the Company’s ability to execute on its strategy. More detailed information about risk factors can be found in the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q under the heading “Risk Factors,” and in other reports filed by the Company, including reports on Form 8-K. The Company does not undertake any duty to update forward-looking statements after the date of this press release.

Investor Relations
Chris Tyson
Executive Vice President
MZ Group – MZ North America
949-491-8235
BNZI@mzgroup.us
www.mzgroup.us

Media
Nancy Norton
Chief Legal Officer, Banzai
media@banzai.io

BANZAI INTERNATIONAL, INC. Consolidated Balance Sheets

	March 31, 2025			December 31, 2024
	(Unaudited)
ASSETS
Current assets:
Cash	$	780,764		$	1,087,497
Accounts receivable, net of allowance for credit losses of $14,503 and $24,210, respectively		1,028,379			936,321
Prepaid expenses and other current assets		831,394			643,674
Total current assets		2,640,537			2,667,492

Property and equipment, net		10,889			3,539
Intangible assets, net		8,936,187			3,883,853
Goodwill		21,991,721			18,972,475
Operating lease right-of-use assets		66,896			72,565
Bifurcated embedded derivative asset – related party		20,000			63,000
Other assets		13,984			11,154
Total assets		33,680,214			25,674,078

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable		2,830,450			7,782,746
Accrued expenses and other current liabilities		4,030,965			3,891,018
Convertible notes (Yorkville)		1,684,000			—
Convertible notes – related party		8,104,901			8,639,701
Convertible notes		—			215,057
Notes payable, carried at fair value		5,949,001			3,575,000
Warrant liability		11,000			15,000
Warrant liability – related party		4,600			2,300
Earnout liability		2,046,370			14,850
Due to related party		167,118			167,118
Deferred revenue		4,419,195			3,934,627
Operating lease liabilities, current		23,485			22,731
Total current liabilities		29,271,085			28,260,148

Deferred revenue, non-current		111,161			117,643
Deferred tax liability		1,309,333			10,115
Operating lease liabilities, non-current		43,765			49,974
Total liabilities		30,735,344			28,437,880

Commitments and contingencies (Note 15)

Stockholders’ equity (deficit):
Common stock, $0.0001 par value, 275,000,000 (250,000,000 Class A and 25,000,000 Class B) shares authorized and 14,686,775 (12,375,641 Class A and 2,311,134 Class B) and 8,195,163 (5,884,029 Class A and 2,311,134 Class B) issued and outstanding at March 31, 2025 and December 31, 2024, respectively		1,450			800
Preferred stock, $0.0001 par value, 75,000,000 shares authorized, 1 and 1 shares issued and outstanding at March 31, 2025 and December 31, 2024		—			—
Additional paid-in capital		84,866,612			75,515,111
Accumulated deficit		(81,923,192	)		(78,279,713	)
Stockholders’ equity (deficit)		2,944,870			(2,763,802	)
Total liabilities and stockholders’ equity (deficit)	$	33,680,214		$	25,674,078

BANZAI INTERNATIONAL, INC. Unaudited Condensed Consolidated Statements of Operations

	For the Three Months Ended March 31,
	2025			2024

Revenue	$	3,379,083		$	1,079,472
Cost of revenue		605,999			381,380
Gross profit		2,773,084			698,092

Operating expenses:
General and administrative expenses		7,433,088			4,098,789
Depreciation and amortization expense		246,691			1,564
Total operating expenses		7,679,779			4,100,353

Operating loss		(4,906,695	)		(3,402,261	)

Other expenses (income):
GEM settlement fee expense		—			200,000
Interest income		(2	)		(10	)
Interest expense		—			451,399
Interest expense – related party		358,381			577,513
Gain on extinguishment of liabilities		(4,343,406	)		(527,980	)
Loss on debt issuance		273,800			171,000
Loss on extinguishment of term notes		1,769,895			—
Change in fair value of warrant liability		(4,000	)		(408,000	)
Change in fair value of warrant liability – related party		2,300			(115,000	)
Change in fair value of bifurcated embedded derivative assets – related party		43,000			—
Change in fair value of convertible notes		159,100			544,000
Change in fair value of term notes		165,906			—
Change in fair value of convertible bridge notes		(21,714	)		—
Loss on Yorkville SEPA advances		384,524			—
Other income, net		(124,531	)		(4,118	)
Total other (income) expenses, net		(1,336,747	)		888,804
Loss before income taxes		(3,569,948	)		(4,291,065	)
Income tax expense (benefit)		73,531			(933	)
Net loss		(3,643,479	)		(4,290,132	)

Net loss attributable to common shareholders	$	(3,643,479	)	$	(4,290,132	)

Net loss per share attributable to common shareholders
Basic and diluted	$	(0.15	)	$	(1.64	)

Weighted average common shares outstanding
Basic and diluted		23,963,166			2,612,025

BANZAI INTERNATIONAL, INC. Unaudited Condensed Consolidated Statements of Cash Flows

	For the Three Months Ended March 31,
	2025			2024
Cash flows from operating activities:
Net loss	$	(3,643,479	)	$	(4,290,132	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		246,691			1,564
Provision for credit losses on accounts receivable		(9,707	)		(2,191	)
Non-cash share issuance for marketing expenses		—			48,734
Non-cash shares issued for consulting expenses		232,500			—
Non-cash settlement of GEM commitment fee		—			200,000
Discount at issuance on notes carried at fair value		16,200			—
Non-cash interest expense		—			374,944
Non-cash interest expense – related party		336,275			87,758
Amortization of debt discount and issuance costs		(885	)		30,027
Amortization of debt discount and issuance costs – related party		—			489,755
Amortization of operating lease right-of-use assets		5,669			43,705
Stock based compensation expense		336,568			42,827
Gain on extinguishment of liability		(4,343,406	)		(527,980	)
Loss on debt issuance		273,800			171,000
Loss on extinguishment of term notes		1,769,895			—
Loss on SEPA issuance		384,524			—
Change in fair value of warrant liability		(4,000	)		(408,000	)
Change in fair value of warrant liability – related party		2,300			(115,000	)
Change in fair value of bifurcated embedded derivative liabilities – related party		43,000			—
Change in fair value of convertible promissory notes		159,100			544,000
Change in fair value of term notes		165,906			—
Change in fair value of convertible bridge notes		(21,714	)		—
Changes in operating assets and liabilities:
Accounts receivable		(82,351	)		72,570
Prepaid expenses and other current assets		(187,720	)		(186,558	)
Other assets		(2,830	)		—
Accounts payable		(609,595	)		1,897,046
Deferred revenue		36,602			31,210
Accrued expenses		(212,557	)		(524,713	)
Operating lease liabilities		(5,455	)		(75,078	)
Earnout liability		170,481			(22,274	)
Deferred revenue – long-term		(6,482	)		—
Deferred tax liability		(25,032	)		—
Net cash used in operating activities		(4,975,702	)		(2,116,786	)
Cash flows from investing activities:
Cash paid in acquisition of Vidello, net of cash acquired		(2,677,480	)		—
Net cash used in investing activities		(2,677,480	)		—
Cash flows from financing activities:
Payment of GEM commitment fee promissory note		(215,057	)		(1,200,000	)
Repayment of convertible notes (Yorkville)		(1,877,100	)		—
Proceeds from term notes, net of issuance costs		4,000,000			—
Repayment of term notes		(3,686,086	)		—
Partial repayment of convertible notes – related party		(870,190	)		—
Proceeds from issuance of convertible notes, net of issuance costs		3,258,000			2,250,000
Proceeds from issuance of shares to Yorkville under the SEPA		6,687,082			—
Proceeds from shares issued to Verista		49,800			—
Net cash provided by financing activities		7,346,449			1,050,000
Net decrease in cash		(306,733	)		(1,066,786	)
Cash at beginning of period		1,087,497			2,093,718
Cash at end of period	$	780,764		$	1,026,932
Supplemental disclosure of cash flow information:
Cash paid for interest		—			44,814
Non-cash investing and financing activities
Shares issued to Roth for advisory fee		—			278,833
Shares issued to GEM		—			100,000
Shares issued for marketing expenses		—			194,935
Shares issued to Hudson for consulting fee		232,500			—
Settlement of GEM commitment fee		—			200,000
Consideration transferred for acquisition of Vidello		1,661,677			—
Assets acquired in acquisition of Vidello		8,393,172			—
Liabilities assumed in acquisition of Vidello		3,986,464			—
Shares issued to Yorkville of aggregate commitment fee		—			500,000
Conversion of convertible notes – Yorkville		—			1,667,000
Conversion of convertible notes – related party		—			2,540,091

The MIL Network –

May 16, 2025

MIL-OSI: Binah Capital Group Reports First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

– Grew Total Revenue 18% Year-over-Year to $49 Million –

– Assets Under Management (“AuM”) Increased 3% Year-over-Year to $26 Billion –

– Net Income of $1 Million –

– Increased EBITDA¹to $2.2 Million from $(0.0) Million in the Prior Year –

NEW YORK, May 15, 2025 (GLOBE NEWSWIRE) — Binah Capital Group, Inc. (“Binah”, “Binah Capital” or the “Company”) (NASDAQ: BCG; BCGWW), a leading financial services enterprise that owns and operates a network of industry-leading firms empowering independent financial advisors, today announced results for the quarter ended March 31, 2025.

“We once again delivered strong results, which is a continued testament to our differentiated RIA platform,” stated Craig Gould, Chief Executive Officer of Binah Capital Group. “Highlighting our business model’s sustained momentum and the effective execution of our growth initiatives, we achieved double-digit year-over-year growth in both revenue and EBITDA while delivering GAAP profitability in the first quarter. Subsequent to quarter-end, we were pleased to welcome Bleakley Financial Group to the Binah family, underscoring the strength of our open-architecture platform and the confidence that leading entrepreneurial firms place in Binah. Additionally, we further expanded and strengthened our executive leadership with the appointment of Ryan Marcus as our Chief Business Development and Engagement Officer. Looking ahead, we believe our resilient and differentiated platform leaves us well-positioned to navigate the dynamic macro environment and drive long-term shareholder value.”

First Quarter 2025 Key Highlights

Total advisory and brokerage assets in the first quarter grew 3% year-over-year to $26 billion.
Total revenue increased 18% year-over-year to $49 million.
Gross profit of $8.6 million, compared to $7.8 million in the prior-year period.
Total operating expenses were $7 million, compared to $10 million in the prior-year period. The change in operating expenses was primarily due to costs incurred in the prior-year period related to the consummation of the business combination but did not occur in the first quarter of 2025.
GAAP net income of $1 million, compared to GAAP net loss of $(1.6) million in the prior-year period.
EBITDA^* increased to $2.2 million, compared to an EBITDA of $(0.0) in the prior year period. The increase was primarily attributable to higher revenue growth and lower expenses, as the first quarter 2025 did not include the business combination related costs that occurred in the prior-year period.

Liquidity and Capital

The Company had cash and cash equivalents of $9 million and outstanding long-term debt of $25 million as of March 31, 2025.

_______________

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

About Binah Capital Group

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

For more, please visit: www.binahcap.com

Contact:

Binah Capital Investor Relations
ir@binahcap.com

Binah Capital Public Relations
media@binahcap.com

Non-GAAP Financial Measure

EBITDA is a non-GAAP financial measure, defined as net income (loss) adjusted for depreciation expense, amortization, interest expense and income tax. The Company presents EBITDA because management believes that it can be a useful financial metric in understanding the Company’s earnings from operations. EBITDA is not a measure of the Company’s financial performance under GAAP or liquidity and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP. The principal limitations of EBITDA are that it excludes certain expenses that are required by U.S. GAAP to be recorded in our consolidated financial statements. In addition, EBITDA is subject to inherent limitations as these metrics reflect the exercise of judgment by management about which expenses are excluded or included in determining EBITDA. A reconciliation of EBITDA to Net income, the most directly comparable GAAP measure, appears below.

Forward-Looking Statements

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

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

These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties set forth in documents filed by Binah with ‎the U.S. Securities and Exchange Commission from time to time, including the Annual ‎Report on Form 10-K and Quarterly Reports on Form 10-Q and subsequent ‎periodic reports. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Binah cautions you not to place undue reliance on the ‎forward-looking statements contained in this press release. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Binah assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Binah does not give any assurance that it will achieve its expectations.

Binah Capital Group Consolidated Balance Sheet

BINAH CAPITAL GROUP, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION MARCH 31, 2025 AND DECEMBER 31, 2024 (in thousands, except per share amounts)

	Unaudited
	March 31, 2025			December 31, 2024
ASSETS
Assets:
Cash, cash equivalents and restricted cash	$	8,821		$	8,486
Receivables, net:
Commission receivable		9,603			9,198
Due from clearing broker		565			873
Other		1,672			938
Property and equipment, net		511			599
Right of use assets		3,574			3,730
Intangible assets, net		933			1,021
Goodwill		39,839			39,839
Other assets		2,359			1,993

Total Assets	$	67,877		$	66,677

LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities:
Accounts payable, accrued expenses and other liabilities	$	11,332		$	10,208
Commissions payable		11,460			11,468
Operating lease liabilities		3,675			3,820
Notes payable, net of unamortized debt issuance costs of $702 and $739 as of March 31, 2025 and December 31, 2024, respectively		19,091			19,561
Promissory notes-affiliates		5,313			5,442

Total Liabilities		50,870			50,499

Mezzanine Equity:
Redeemable Series A Convertible Preferred Stock, par value $0.0001, 2,000,000 shares authorized, 1,572,000 and 1,555,000 shares outstanding at March 31, 2025 and December 31, 2024		15,121			14,947
Stockholders’ Equity:
Series B Convertible Preferred Stock, par value $0.0001, 500,000 shares authorized, 150,000 shares outstanding at March 31, 2025 and December 31, 2024		1,500			1,500
Common stock, $0.0001 par value, 55,000,000 authorized, 16,602,460 issued and outstanding at March 31, 2025 December 31, 2024		—			—
Additional paid-in-capital		22,606			22,984
Accumulated deficit		(22,220	)		(23,253	)
Total Stockholders’ Equity and Mezzanine Equity		17,007			16,178

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY	$	67,877		$	66,677

Binah Capital Group Consolidated Statement of Operations

BINAH CAPITAL GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE PERIODS ENDED MARCH 31, 2025 AND 2024 (in thousands, except per share amounts)

	Three months ended March 31,
	2025		2024
Revenues:
Revenue from Contracts with Customers:
Commissions	$	41,141	$	34,395
Advisory fees		6,916		5,685
Total Revenue from Contracts with Customers		48,057		40,080
Interest and other income		879		1,369

Total revenues		48,936		41,449

Expenses:
Commissions and fees		40,298		33,655
Employee compensation and benefits		4,351		3,457
Rent and occupancy		285		295
Professional fees		536		4,337
Technology fees		753		362
Interest		566		1,062
Depreciation and amortization		187		301
Other		503		(578	)

Total expenses		47,479		42,891

Income (loss) before provision for income taxes		1,456		(1,442	)

Provision for income taxes		423		139

Net income (loss)	$	1,033	$	(1,581	)

Net income attributable to Legacy Wentworth Management Services LLC members		—		730

Net income (loss) attributable to Binah Capital Group, Inc.	$	1,033	$	(2,311	)

Net income (loss) per share basic and diluted	$	0.06	$	(0.14	)

Weighted average shares: basic and diluted		16,602		16,566

Binah Capital Group Reconciliation of GAAP Net Income to EBITDA

EBITDA is a non-GAAP financial measure. EBITDA is defined as net income plus interest expense, provision for income taxes, and depreciation and amortization. The Company presents EBITDA because management believes that it can be a useful financial metric in understanding the Company’s earnings from operations. EBITDA is not a measure of the Company’s financial performance under GAAP or liquidity and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP.

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


	For the Three Months Ended March 31,
EBITDA Reconciliation	2025		2024
Net income (loss)	$	1.0		(1.5	)
Interest expense		0.6		1.1
Provision for income taxes		0.4		0.1
Depreciation and amortization		0.2		0.3
EBITDA	$	2.2		(0.0	)

_____________________________

¹Non-GAAP Financial Measures. EBITDA is a non-GAAP financial measure defined as net income (loss) adjusted for depreciation expense, amortization expense, interest expense, and income tax. See the section captioned “Non-GAAP Financial Measures” below for a detailed description and reconciliation of such Non-GAAP financial measures to their most directly comparable GAAP financial measures, as required by Regulation G.

The MIL Network –

May 16, 2025

MIL-OSI: XBP Europe Holdings, Inc. Reports First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

First Quarter 2025 Highlights

Revenue of $37.7 million, a decrease of 1.2% year-over-year and increase of 5.7% sequentially
Gross margin of 30.1%, a 380 bps increase year-over-year and 190 bps increase sequentially
Adjusted EBITDA of $3.7 million, an increase of 25.6% year-over-year and decrease of 16.1% sequentially

LONDON and Santa Monica, Calif., May 15, 2025 (GLOBE NEWSWIRE) — XBP Europe Holdings, Inc. (“XBP Europe” or “the Company”) (NASDAQ: XBP), a pan-European integrator of bills, payments, and related solutions and services seeking to enable the digital transformation of its clients, announced today its financial results for the quarter ended March 31, 2025.

“Our strong momentum continued into 2025, reflected by growing revenue, gross margin, and Adjusted EBITDA. We saw revenue growth for the third straight quarter, along with gross margin expansion on a year-over-year and sequential basis, driven by expanded use of AI technology and improved operational leverage,” said Andrej Jonovic, Chief Executive Officer of XBP Europe.

First Quarter Highlights

Revenue: Total Revenue was $37.7 million, a decrease of 1.2% year-over-year and an increase of 5.7% sequentially.
- Bills & Payments segment revenue was $26.3 million, a decline of 1.2% year-over-year and an increase of 1.8% sequentially.
- Technology segment revenue was $11.4 million, a decrease of 1.0% year-over-year and an increase of 16% sequentially.
Operating Loss: Operating Loss was $1.8 million compared to Operating Profit of $1.3 million a year ago and $1.0 million in the 4Q 2024. The decline was primarily driven by the recognition of $3.8 million of non-cash stock-based compensation due to accelerated vesting of RSUs and Options. When adjusted for this item, our Operating Profit was $2.0 million in the quarter, an improvement of $0.7 million year-over-year and $1.0 million sequentially, driven primarily by higher gross profit.

Net Loss: Net loss from continuing operations was $3.9 million. Adjusting for the previously mentioned non-cash stock-based compensation expense, our net loss from continuing operations was $0 million, compared with a net loss from continuing operations of $0.9 million a year ago and $0.2 million in the fourth quarter 2024.

Adjusted EBITDA⁽¹⁾: Adjusted EBITDA from Continuing Operations was $3.7 million, an increase of $0.8 million or 25.5% year-over-year. Adjusted EBITDA margin was 9.8%, an increase of 210 basis points year-over-year.

Adequate Liquidity: The Company’s cash and cash equivalents totaled $9.7 million as of March 31, 2025.

Pending Acquisition: As announced on March 4, 2025, XBP Europe has entered into an exclusive, non-binding letter of intent with Exela Technologies, Inc. to acquire Exela Technologies BPA, LLC (“BPA”), a leading provider of business process automation solutions. The closing of the acquisition will be subject to BPA completing a corporate reorganization which is expected to create a sustainable capital structure with a substantially deleveraged balance sheet. If completed, the acquisition will expand XBP Europe’s revenue to approximately $1 billion from $143 million on a pro forma basis for the year ending December 31, 2024. The parties have agreed to act in good faith to negotiate definitive agreements, complete due diligence, undertake necessary regulatory approvals, and seek any necessary approvals, including from XBP Europe’s shareholders. Accordingly, there can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated. Readers are cautioned that those portions of the LOI that describe the proposed transaction are non-binding. XBP Europe only intends to announce additional details regarding the proposed transaction if and when a definitive agreement is executed.

Below is the note referenced above:

(1) Adjusted EBITDA is a non-GAAP measure. A reconciliation of Adjusted EBITDA is attached to this release.

Supplemental Investor Presentation
An investor presentation relating to our first quarter 2025 performance is available at investors.xbpeurope.com. This information has also been furnished to the SEC in a current report on Form 8-K.

About Non-GAAP Financial Measures
This press release includes constant currency, EBITDA, and Adjusted EBITDA, each of which is a financial measure that is not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company believes these non-GAAP financial measures provide investors with useful insights into the Company’s financial performance, results of operations, and liquidity, helping them understand the Company’s business trends and compare its results.

The Company’s board of directors and management use these measures to evaluate the Company’s performance on a consistent basis across periods by excluding effects of the Company’s capital structure (such as varying debt levels, interest expense, and transaction costs from the November 2023 business combination). Adjusted EBITDA also seeks to remove the effects of integration and related restructuring expenses and other similar non-routine items, some of which are outside management’s control. Restructuring expenses are primarily related to the implementation of strategic actions and initiatives related to the rightsizing of the business. All of these costs are variable and dependent upon the nature of the actions being implemented and can vary significantly driven by business needs. Accordingly, due to that significant variability, we exclude these charges since we do not believe they truly reflect our past, current or future operating performance.

The constant currency presentation excludes the impact of fluctuations in foreign currency exchange rates. We calculate constant currency revenue and Adjusted EBITDA on a constant currency basis by converting our current-period local currency financial results using the exchange rates from the corresponding prior-period and compare these adjusted amounts to our corresponding prior period reported results.

The Company does not consider these non-GAAP measures in isolation or as an alternative to liquidity or financial measures determined in accordance with GAAP. A limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures and therefore the basis of presentation for these measures may not be comparable to similarly-titled measures used by other companies. These non-GAAP financial measures are not required to be uniformly applied, are not audited and should not be considered in isolation or as substitutes for results prepared in accordance with GAAP, and their presentation may not be comparable to similar measures used by other companies. Net loss is the GAAP measure most directly comparable to the non-GAAP measures presented here. For a reconciliation of the comparable GAAP measures to these non-GAAP financial measures, see the schedules attached to this release.

Forward-Looking Statements
Certain statements included in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding future events, estimated or anticipated future results and benefits, future opportunities for XBP Europe Holdings, Inc. (together with its subsidiaries, the “Company”) and its industry, and other statements that are not historical facts. These statements reflect the current expectations of Company management and are not guarantees of actual performance. Actual results may differ materially due to a number of risks and uncertainties, including without limitation: (1) legal proceedings against the Company or others; (2) the Company’s inability to meet the continued listing standards of Nasdaq or another securities exchange; (3) disruptions from the proposed acquisition of Exela Technologies BPA, LLC (“BPA”) and related bankruptcy proceedings of BPA and certain of its subsidiaries’; (4) failure to realize benefits from the November 2023 business combination with CF Acquisition Corp. VIII; (5) acquisition-related costs; (6) changes in laws or regulations; (7) adverse effects from economic, business, or competitive factors; (8) market volatility due to geopolitical and economic factors; (9) challenges in achieving profitability, retaining clients, managing growth, or recruiting and retaining personnel; and (10) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Annual Report on Form 10-K filed on March 19, 2025, as amended, and subsequent filings with the Securities and Exchange Commission (the “SEC”). In addition, forward-looking statements represent the Company’s expectations, plans or forecasts as of the date of this communication. Subsequent events may alter these assessments, and they should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this release.

About XBP Europe
XBP Europe is a pan-European integrator of bills, payments and related solutions and services seeking to enable digital transformation of its more than 2,000 clients. The Company’s name – ‘XBP’ stands for ‘exchange for bills and payments’ and reflects the Company’s strategy to connect buyers and suppliers, across industries, including banking, healthcare, insurance, utilities and the public sector, to optimize clients’ bills and payments and related digitization processes. The Company provides business process management solutions with proprietary software suites and deep domain expertise, serving as a technology and services partner for its clients. Its cloud-based structure enables it to deploy its solutions across the European market, along with the Middle East and Africa. The physical footprint of XBP Europe spans 15 countries and approximately 30 locations and a team of approximately 1,500 individuals. XBP Europe believes its business ultimately advances digital transformation, improves market wide liquidity by expediting payments, and encourages sustainable business practices. For more information, please visit: www.xbpeurope.com.

For more XBP Europe news, commentary, and industry perspectives, visit: https://www.xbpeurope.com/
And please follow us on social:
X: https://X.com/XBPEurope
Facebook: https://www.facebook.com/XBPEurope/
Instagram: https://www.instagram.com/xbp_europe/
LinkedIn: https://www.linkedin.com/company/xbp-europe/

The information posted on XBP Europe’s website and/or via its social media accounts may be deemed material to investors. Accordingly, investors, media and others interested in XBP Europe should monitor XBP Europe’s website and its social media accounts in addition to XBP Europe’s press releases, SEC filings and public conference calls and webcasts.

XBP Europe Holdings, Inc. Condensed Consolidated Balance Sheets As of March 31, 2025 and December 31, 2024 (in thousands of United States dollars except share and per share amounts) (Unaudited)

	March 31,		December 31,
	2025		2024
ASSETS
Current assets
Cash and cash equivalents	$	9,681	$	12,099
Accounts receivable, net of allowance for credit losses of $929 and $1,198, respectively		26,928		19,810
Inventories, net		3,650		3,823
Prepaid expenses and other current assets		5,756		4,228
Current assets held for sale		1,526		1,378
Total current assets		47,541		41,338
Property, plant and equipment, net of accumulated depreciation of $42,655 and $40,325, respectively		12,223		11,272
Operating lease right-of-use assets, net		4,861		4,805
Goodwill		22,656		21,666
Intangible assets, net		1,173		1,121
Deferred income tax assets		7,101		7,026
Long term notes receivable		2,280		—
Other noncurrent assets		1,142		817
Total assets	$	98,977	$	88,045

LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current liabilities
Accounts payable	$	13,507	$	12,553
Related party payables		4,544		5,443
Accrued liabilities		25,015		17,993
Accrued compensation and benefits		17,951		16,482
Customer deposits		328		277
Deferred revenue		7,419		6,870
Current portion of finance lease liabilities		4		12
Current portion of operating lease liabilities		1,826		1,734
Current portion of long-term debts		5,443		4,958
Current liabilities held for sale		1,761		2,443
Total current liabilities		77,798		68,765
Related party notes payable		1,512		1,451
Long-term debt, net of current maturities		24,289		23,966
Pension liabilities		10,862		10,339
Operating lease liabilities, net of current portion		3,227		3,271
Other long-term liabilities		1,677		1,599
Total liabilities	$	119,365	$	109,391
Commitments and Contingencies (Note 13)

STOCKHOLDERS’ DEFICIT
Preferred stock, par value of $0.0001 per share; 10,000,000 shares authorized; none issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		—		—
Common Stock, par value of $0.0001 per share; 200,000,000 shares authorized; 35,711,498 shares issued and outstanding as of March 31, 2025 and 30,166,102 shares issued and outstanding as of December 31, 2024, respectively		36		30
Additional paid in capital		7,494		1,611
Accumulated deficit		(28,055)		(23,705)
Accumulated other comprehensive loss:
Foreign currency translation adjustment		(102)		474
Unrealized pension actuarial gains, net of tax		239		244
Total accumulated other comprehensive loss		137		718
Total stockholders’ deficit		(20,388)		(21,346)
Total liabilities and stockholders’ deficit	$	98,977	$	88,045

XBP Europe Holdings, Inc. Condensed Consolidated Statements of Operations For the three months ended March 31, 2025 and 2024 (in thousands of United States dollars except share and per share amounts) (Unaudited)

	Three months ended March 31,
	2025		2024
Revenue, net	$	37,531	$	38,047
Related party revenue, net		142		66
Cost of revenue (exclusive of depreciation and amortization)		26,309		28,062
Related party cost of revenue		9		18
Selling, general and administrative expenses (exclusive of depreciation and amortization)		10,953		6,968
Related party expense		1,562		926
Depreciation and amortization		627		808
Operating profit (loss)	$	(1,787)		1,331
Other expense (income), net
Interest expense, net		1,721		1,417
Related party interest expense, net		23		19
Foreign exchange losses, net		(71)		753
Changes in fair value of warrant liability		2		(37)
Pension income, net		(369)		(423)
Net loss before income taxes	$	(3,093)		(398)
Income tax expense		762		460
Net loss from continuing operations	$	(3,855)		(858)
Net loss from discontinued operations, net of income taxes		(495)		(1,350)
Net loss	$	(4,350)	$	(2,208)
Loss per share:
Basic and diluted – continuing operations	$	(0.12)	$	(0.03)
Basic and diluted – discontinued operations		(0.02)		(0.04)
Basic and diluted	$	(0.14)	$	(0.07)

XBP Europe Holdings, Inc. Condensed Consolidated Statements of Cash Flows For the three months ended March 31, 2025 and 2024 (in thousands of United States dollars) (Unaudited)

	Three months ended March 31,
	2025		2024
Cash flows from operating activities
Net loss	$	(4,350)	$	(2,208)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		542		776
Amortization of intangible assets		117		181
Debt issuance cost amortization		105		—
Credit loss expense		(274)		217
Changes in fair value of warrant liability		2		(37)
Stock-based compensation expense		3,587		—
Unrealized foreign currency losses (gains)		(546)		759
Change in deferred income taxes		156		44

Change in operating assets and liabilities
Accounts receivable		(5,816)		(1,160)
Inventories		285		(102)
Prepaid expense and other assets		(1,547)		(1,342)
Accounts payable		377		1,463
Related party payables		(267)		(1,711)
Accrued expenses and other liabilities		6,151		(791)
Deferred revenue		288		492
Customer deposits		261		(191)
Net cash used in operating activities		(929)		(3,610)

Cash flows from investing activities
Purchase of property, plant and equipment		(968)		(385)
Additions to internally developed software		(123)		—
Net cash used in investing activities		(1,091)		(385)

Cash flows from financing activities
Borrowings under secured borrowing facility		—		37
Principal payments on 2024 Term Loan A Facility		(189)		—
Principal payments on 2024 Term Loan B Facility		(552)		—
Principal payments on long-term obligations		—		(235)
Proceeds from secured credit facility		1,655		976
Principal payments on secured credit facility		(1,356)
Principal payments on finance leases		(8)		(100)
Net cash provided by (used in) financing activities		(450)		678
Effect of exchange rates on cash and cash equivalents		90		(87)
Net increase (decrease) in cash and cash equivalents		(2,380)		(3,404)

Cash and equivalents, beginning of period, including cash from discontinued operations		12,106		6,905
Cash and equivalents, end of period, including cash from discontinued operations	$	9,726	$	3,501

Supplemental cash flow data:
Income tax payments, net of refunds received		271		(16)
Interest paid		928		534

XBP Europe Holdings, Inc. Schedule 1: Reconciliation of Adjusted EBITDA and constant currency revenues

Reconciliation of Non-GAAP Financial Measures to GAAP Measures

Non-GAAP constant currency revenue reconciliation
			Three Months ended March 31,
($ in thousands)			2025		2024
Revenues, as reported (GAAP)			37,673		38,113
Foreign currency exchange impact⁽¹⁾			766		–
Revenues, at constant currency (Non-GAAP)			38,438		38,113

Reconciliation of Adjusted EBITDA from Continuing Operations

	Three Months Ended March 31,
(dollars in thousands)		2025			2024
Net loss from continuing operations	$	(3,855)		$	(858)
Income tax expense		762			460
Interest expense including related party interest expense, net		1,744			1,436
Depreciation and amortization		627			807
EBITDA from continuing operations		(722)			1,846
Restructuring and related expenses⁽²⁾		667			332
Foreign exchange losses, net		(71)			752
Stock-based compensation expense⁽³⁾		3,818			—
Changes in fair value of warrant liability		2			(37)
Transaction Fees⁽⁴⁾		—			49
Adjusted EBITDA from continuing operations	$	3,694		$	2,942

(1)  Constant currency excludes the impact of foreign currency fluctuations and is computed by applying the average exchange rates for the quarter ended March 31, 2024, to the revenues during the corresponding period in 2025.
(2)  Adjustment represents costs associated with restructuring, including employee severance and vendor and lease termination costs.
(3)  Related to accelerated vesting of RSU and stock awards.
(4)  Represents transaction costs incurred as part of the Business Combination.

Reconciliation of Adjusted EBITDA from Discontinued Operations

	Three Months Ended March 31,
(dollars in thousands)	2025		2024
Net loss from discontinued operations, net of income taxes	$	(495)	$	(1,350)
Income tax expense		—		—
Interest expense, net		14		10
Depreciation and amortization		32		150
EBITDA from discontinued operations		(449)		(1,190)
Foreign exchange losses (gains), net		(359)		80
Adjusted EBITDA from discontinued operations	$	(808)	$	(1,110)

Source: XBP Europe Holdings, Inc.

The MIL Network –

May 16, 2025

MIL-OSI: CORRECTING AND REPLACING – Katapult Delivers 15.4% Gross Originations and 10.6% Revenue Growth in the First Quarter, Above Outlook

Source: GlobeNewswire (MIL-OSI)

Expects Growth to Accelerate In Second Quarter
Reiterates 2025 Guidance

PLANO, Texas, May 15, 2025 (GLOBE NEWSWIRE) — In the press release issued by Katapult Holdings, Inc. on May 15, 2025, in the gross originations by quarter table, Q4 in FY 2024 should be $75.2 million instead of $64.2 million.

The updated release reads:

Katapult Holdings, Inc. (“Katapult” or the “Company”) (NASDAQ: KPLT), an e-commerce-focused financial technology company, today reported its financial results for the first quarter ended March 31, 2025.

“2025 is off to a strong start and we are well positioned to achieve our full year targets,” said Orlando Zayas, CEO of Katapult. “We achieved double-digit gross originations and revenue growth, driven by increasing engagement with the Katapult app marketplace, including 57% growth in KPay originations. Our marketplace is thriving – from application growth to repeat purchase rates, to high Net Promoter scores and beyond, we believe we have all the hallmarks of a healthy ecosystem and we intend to lean into opportunities to accelerate our growth. We are excited about the future and as we continue to execute on our consumer and merchant initiatives, we feel confident that we can create value for all of our stakeholders.”

Operating Progress: Recent Highlights

Increased activity within the Katapult app marketplace
- ~59% of first quarter gross originations started in the Katapult app marketplace, making it the single largest customer referral source. Total app originations grew 42% year-over-year.
- Applications grew ~59% year-over-year in the first quarter
- Customer satisfaction remained high and Katapult had a Net Promoter Score of 66 as of March 31, 2025
- 57.4% of gross originations for the first quarter of 2025 came from repeat customers¹
Grew consumer engagement by adding app functionality and features and executing targeted marketing campaigns
- KPay conversion rate increased during the first quarter leading to unique customer count growth of more than 65% year-over-year
- KPay gross originations grew approximately 57% year-over-year in the first quarter; 35% of total gross originations were transacted using KPay
- Launched Ashley and Bed Bath & Beyond in the Katapult app marketplace, bringing the total number of merchants in our KPay ecosystem to 35
Made strong progress against merchant engagement initiatives
- Direct and waterfall gross originations, which represented 65% of total first quarter originations, grew approximately 40%, excluding the home furnishings and mattress category
- Continued to expand our waterfall partnerships by kicking off a new partnership with Finti, a modern waterfall financing platform that connects consumers with a curated network of lenders and financing providers
- Together with several merchant-partners, we launched targeted co-branded, co-promoted marketing campaigns that delivered year-over-year gross originations growth ranging from 7% to more than 75% depending on the campaign

First Quarter 2025 Financial Highlights

(All comparisons are year-over-year unless stated otherwise.)

Gross originations were $64.2 million, an increase of 15.4%. Excluding the home furnishings and mattress category, gross originations grew 51% year-over-year.
Total revenue was $71.9 million, an increase of 10.6%
Total operating expenses in the first quarter increased 17.3%. Our fixed cash operating expenses², which exclude litigation settlement and other non-cash and variable expenses, increased approximately 10.8%.
Net loss was $5.7 million for the first quarter of 2025 compared with net loss of $0.6 million reported for the first quarter of 2024. The higher net loss was mainly due to higher cost of sales and higher operating expenses.
Adjusted net loss² was $3.4 million for the first quarter of 2025 compared to adjusted net income of $1.0 million reported for the first quarter of 2024
Adjusted EBITDA² was $2.2 million for the first quarter of 2025 compared to Adjusted EBITDA² of $5.6 million in the first quarter of 2024. The year-over-year performance was impacted by higher cost of sales related to rapid, faster-than-expected gross originations growth during the first quarter of 2025 and the end of the fourth quarter of 2024.
Katapult ended the quarter with total cash and cash equivalents of $14.3 million, which includes $8.3 million of restricted cash. The Company ended the quarter with $77.8 million of outstanding debt on its credit facility.
Write-offs as a percentage of revenue were 9.0% in the first quarter of 2025 and are within the Company’s 8% to 10% long-term target range. This compares with 8.4% in the first quarter of 2024.

[1] Repeat customer rate is defined as the percentage of in-quarter originations from existing customers.
[2] Please refer to the “Reconciliation of Non-GAAP Measure and Certain Other Data” section and the GAAP to non-GAAP reconciliation tables below for more information.

Second Quarter and Full Year 2025 Business Outlook

The Company is continuing to navigate a challenging macro environment particularly within the home furnishings category. Given the current breadth of our merchant selection as well as our plans to introduce new merchants to the Katapult App Marketplace during 2025, our strategic marketing and our strong consumer offering, we believe we are well positioned to deliver continued growth in 2025. We continue to believe that we have a large addressable market of underserved, non-prime consumers, and it’s important to note that lease-to-own solutions have historically benefited when prime credit options become less available.

Given our quarter-to-date progress, Katapult expects the following results for the second quarter of 2025:

25% to 30% year-over-year increase in gross originations
17% to 20% year-over-year increase in revenue
Approximately breakeven Adjusted EBITDA

Based on the macroeconomic assumptions above and the operating plan in place for the full year 2025, Katapult is reiterating its expectations for full year 2025:

We expect gross originations to grow at least 20%

This outlook does not include any material impact from prime creditors tightening or loosening above us and assumes that there are no significant changes to the macro environment.

Both our second quarter and full year outlooks assume that the gross originations for the home furnishings and mattress category do not improve materially from our 2024 performance.

We also expect to maintain strong credit quality in our portfolio. This will be driven by ongoing enhancements to our risk modeling, onboarding high quality new merchants through integrations, and repeat customers engaging with Katapult Pay

Revenue growth is expected to be at least 20%

Finally, with the continued execution of our disciplined expense management strategy combined with our growing top-line, we expect to deliver at least $10 million in positive Adjusted EBITDA

“The first quarter came in stronger than our outlook, and we are continuing to successfully grow our top-line without meaningfully increasing our expense base,” said Nancy Walsh, CFO of Katapult. “The second quarter is off to a great start and we believe we can continue to scale our business by offering a transparent and fair LTO product to consumers and a growth engine to our partners. Our team’s hard work and agile execution is fueling our growth and we are looking forward to a great 2025.”

Conference Call and Webcast

The Company will host a conference call and webcast at 8:00 AM ET on Thursday, May 15, 2025, to discuss the Company’s financial results. Related presentation materials will be available before the call on the Company’s Investor Relations page at https://ir.katapultholdings.com. The conference call will be broadcast live in listen-only mode and an archive of the webcast will be available for one year.

About Katapult

Katapult is a technology driven lease-to-own platform that integrates with omnichannel retailers and e-commerce platforms to power the purchasing of everyday durable goods for underserved U.S. non-prime consumers. Through our point-of-sale (POS) integrations and innovative mobile app featuring Katapult Pay(R), consumers who may be unable to access traditional financing can shop a growing network of merchant partners. Our process is simple, fast, and transparent. We believe that seeing the good in people is good for business, humanizing the way underserved consumers get the things they need with payment solutions based on fairness and dignity.

Contact

Jennifer Kull
VP of Investor Relations
ir@katapult.com

Forward-Looking Statements

Certain statements included in this Press Release and on our quarterly earnings call that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements may be identified by words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “should,” “will,” “would,” or the negative of these terms or other similar expressions. These forward-looking statements include, but are not limited to: in this Press Release and on our associated earnings call, statements regarding our second quarter of 2025 and full year 2025 business outlook and underlying expectations and assumptions and statements regarding our ability to obtain a comprehensive maturity extension amendment to our credit facility. These statements are based on various assumptions, whether or not identified in this Press Release, and on the current expectations of our management and are not predictions of actual performance.

These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond our control. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, our ability to refinance our indebtedness and continue as a going concern, the execution of our business strategy and expanding information and technology capabilities; our market opportunity and our ability to acquire new customers and retain existing customers; adoption and success of our mobile application featuring Katapult Pay; the timing and impact of our growth initiatives on our future financial performance; anticipated occurrence and timing of prime lending tightening and impact on our results of operations; general economic conditions in the markets where we operate, the cyclical nature of customer spending, and seasonal sales and spending patterns of customers; risks relating to factors affecting consumer spending that are not under our control, including, among others, levels of employment, disposable consumer income, inflation, prevailing interest rates, consumer debt and availability of credit, consumer confidence in future economic conditions, political conditions, and consumer perceptions of personal well-being and security and willingness and ability of customers to pay for the goods they lease through us when due; risks relating to uncertainty of our estimates of market opportunity and forecasts of market growth; risks related to the concentration of a significant portion of our transaction volume with a single merchant partner, or type of merchant or industry; the effects of competition on our future business; meet future liquidity requirements and complying with restrictive covenants related to our long-term indebtedness; the impact of unstable market and economic conditions such as rising inflation and interest rates; reliability of our platform and effectiveness of our risk model; data security breaches or other information technology incidents or disruptions, including cyber-attacks, and the protection of confidential, proprietary, personal and other information, including personal data of customers; ability to attract and retain employees, executive officers or directors; effectively respond to general economic and business conditions; obtain additional capital, including equity or debt financing and servicing our indebtedness; enhance future operating and financial results; anticipate rapid technological changes, including generative artificial intelligence and other new technologies; comply with laws and regulations applicable to our business, including laws and regulations related to rental purchase transactions; stay abreast of modified or new laws and regulations applying to our business, including with respect to rental purchase transactions and privacy regulations; maintain and grow relationships with merchants and partners; respond to uncertainties associated with product and service developments and market acceptance; the impacts of new U.S. federal income tax laws; material weaknesses in our internal control over financial reporting which, if not identified and remediated, could affect the reliability of our financial statements; successfully defend litigation; litigation, regulatory matters, complaints, adverse publicity and/or misconduct by employees, vendors and/or service providers; and other events or factors, including those resulting from civil unrest, war, foreign invasions (including the conflict involving Russia and Ukraine and the Israel-Hamas conflict), terrorism, public health crises and pandemics (such as COVID-19), trade wars, or responses to such events; our ability to meet the minimum requirements for continued listing on the Nasdaq Global Market; and those factors discussed in greater detail in the section entitled “Risk Factors” in our periodic reports filed with the Securities and Exchange Commission (“SEC”), including the Annual Report on Form 10-K for the year ended December 31, 2024 that we filed with the SEC.

If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that we do not presently know or that we currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Undue reliance should not be placed on the forward-looking statements in this Press Release or on our quarterly earnings call. All forward-looking statements contained herein or expressed on our quarterly earnings call are based on information available to us as of the date hereof, and we do not assume any obligation to update these statements as a result of new information or future events, except as required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

Key Performance Metrics

Katapult regularly reviews several metrics, including the following key metrics, to evaluate its business, measure its performance, identify trends affecting our business, formulate financial projections and make strategic decisions, which may also be useful to an investor: gross originations, total revenue, gross profit, adjusted gross profit and adjusted EBITDA.

Gross originations are defined as the retail price of the merchandise associated with lease-purchase agreements entered into during the period through the Katapult platform. Gross originations do not represent revenue earned. However, we believe this is a useful operating metric for both Katapult’s management and investors to use in assessing the volume of transactions that take place on Katapult’s platform.

Total revenue represents the summation of rental revenue and other revenue. Katapult measures this metric to assess the total view of pay through performance of its customers. Management believes looking at these components is useful to an investor as it helps to understand the total payment performance of customers.

Gross profit represents total revenue less cost of revenue, and is a measure presented in accordance with generally accepted accounting principles in the United States (“GAAP”). See the “Non-GAAP Financial Measures” section below for a description and presentation of adjusted gross profit and adjusted EBITDA, which are non-GAAP measures utilized by management.

Non-GAAP Financial Measures

To supplement the financial measures presented in this press release and related conference call or webcast in accordance with GAAP, the Company also presents the following non-GAAP and other measures of financial performance: adjusted gross profit, adjusted EBITDA, adjusted net income/(loss) and fixed cash operating expenses. The Company believes that for management and investors to more effectively compare core performance from period to period, the non-GAAP measures should exclude items that are not indicative of our results from ongoing business operations.The Company urges investors to consider non-GAAP measures only in conjunction with its GAAP financials and to review the reconciliation of the Company’s non-GAAP financial measures to its comparable GAAP financial measures, which are included in this press release.

Adjusted gross profit represents gross profit less variable operating expenses, which are servicing costs, and underwriting fees. Management believes that adjusted gross profit provides a meaningful understanding of one aspect of its performance specifically attributable to total revenue and the variable costs associated with total revenue.

Adjusted EBITDA is a non-GAAP measure that is defined as net loss before interest expense and other fees, interest income, change in fair value of warrants and loss on issuance of shares, provision for income taxes, depreciation and amortization on property and equipment and capitalized software, provision of impairment of leased assets, loss on partial extinguishment of debt, stock-based compensation expense, litigation settlement and other related expenses, and debt refinancing costs.

Adjusted net income (loss) is a non-GAAP measure that is defined as net loss before change in fair value of warrants and loss on issuance of shares, stock-based compensation expense and litigation settlement and other related expenses and debt refinancing costs.

Fixed cash operating expenses is a non-GAAP measure that is defined as operating expenses less depreciation and amortization on property and equipment and capitalized software, stock-based compensation expense, litigation settlement and other related expenses, debt refinancing costs, and variable lease costs such as servicing costs and underwriting fees. Management believes that fixed cash operating expenses provides a meaningful understanding of non-variable ongoing expenses.

Adjusted gross profit, adjusted EBITDA and adjusted net loss are useful to an investor in evaluating the Company’s performance because these measures:

Are widely used to measure a company’s operating performance;
Are financial measurements that are used by rating agencies, lenders and other parties to evaluate the Company’s credit worthiness; and
Are used by the Company’s management for various purposes, including as measures of performance and as a basis for strategic planning and forecasting.

Management believes that the use of non-GAAP financial measures, as a supplement to GAAP measures, is useful to investors in that they eliminate items that are not part of our core operations, highly variable or do not require a cash outlay, such as stock-based compensation expense. Management uses these non-GAAP financial measures when evaluating operating performance and for internal planning and forecasting purposes. Management believes that these non-GAAP financial measures help indicate underlying trends in the business, are important in comparing current results with prior period results and are useful to investors and financial analysts in assessing operating performance. However, these non-GAAP measures exclude items that are significant in understanding and assessing Katapult’s financial results. Therefore, these measures should not be considered in isolation or as alternatives to revenue, net loss, gross profit, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that Katapult’s presentation of these measures may not be comparable to similarly titled measures used by other companies.


KATAPULT HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (amounts in thousands, except per share data)
	Three Months Ended March 31,
		2025			2024

Revenue
Rental revenue	$	71,078		$	64,142
Other revenue		868			919
Total revenue		71,946			65,061
Cost of revenue		57,597			48,573
Gross profit		14,349			16,488
Operating expenses		14,885			12,688
Income (loss) from operations		(536	)		3,800
Interest expense and other fees		(5,144	)		(4,527	)
Interest income		57			324
Change in fair value of warrant liability		(36	)		(162	)
Loss before income taxes		(5,659	)		(565	)
Provision for income taxes		(29	)		(5	)
Net loss	$	(5,688	)	$	(570	)

Weighted average common shares outstanding – basic and diluted		4,618			4,242

Net loss per common share – basic and diluted	$	(1.23	)	$	(0.13	)


KATAPULT HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands, except per share data)
	March 31,			December 31,
		2025			2024
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	5,965		$	3,465
Restricted cash		8,346			13,087
Property held for lease, net of accumulated depreciation and impairment		66,913			67,085
Prepaid expenses and other current assets		4,445			6,731
Total current assets		85,669			90,368
Property and equipment, net		244			253
Capitalized software and intangible assets, net		2,155			2,076
Right-of-use assets, non-current		376			383
Security deposits		91			91
Total assets	$	88,535		$	93,171
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	3,040		$	1,491
Accrued liabilities		18,945			17,372
Accrued litigation settlement		2,199			2,199
Unearned revenue		5,711			4,823
Revolving line of credit, net		77,663			82,582
Term loan, net, current		31,490			30,047
Lease liabilities		129			179
Total current liabilities		139,177			138,693
Lease liabilities, non-current		431			444
Other liabilities		614			828
Total liabilities		140,222			139,965
STOCKHOLDERS’ DEFICIT
Common stock, $.0001 par value– 250,000,000 shares authorized; 4,483,544 and 4,446,540 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		—			—
Additional paid-in capital		102,452			101,657
Accumulated deficit		(154,139	)		(148,451	)
Total stockholders’ deficit		(51,687	)		(46,794	)
Total liabilities and stockholders’ deficit	$	88,535		$	93,171


KATAPULT HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (dollars in thousands)
	Three Months Ended March 31,
		2025			2024
Cash flows from operating activities:
Net loss	$	(5,688	)	$	(570	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		39,392			34,026
Depreciation for early lease purchase options (buyouts)		9,664			7,613
Depreciation for impaired leases		6,632			5,636
Change in fair value of warrants and other non-cash items		36			162
Stock-based compensation		1,066			1,391
Amortization of debt discount		963			669
Amortization of debt issuance costs, net		88			66
Accrued PIK interest expense		480			347
Amortization of right-of-use assets		76			76
Changes in operating assets and liabilities:
Property held for lease		(55,185	)		(45,249	)
Prepaid expenses and other current assets		2,217			1,029
Accounts payable		1,549			754
Accrued liabilities		1,573			(4,123	)
Accrued litigation		(250	)		—
Lease liabilities		(63	)		(55	)
Unearned revenues		888			208
Net cash provided by operating activities		3,438			1,980
Cash flows from investing activities:
Purchases of property and equipment		(24	)		—
Additions to capitalized software		(377	)		(126	)
Net cash used in investing activities		(401	)		(126	)
Cash flows from financing activities:
Proceeds from revolving line of credit		5,128			10,058
Principal repayments on revolving line of credit		(10,135	)		(2,840	)
Repurchases of restricted stock		(271	)		(312	)
Net cash (used in) provided by financing activities		(5,278	)		6,906
Net (decrease) increase in cash, cash equivalents and restricted cash		(2,241	)		8,760
Cash and cash equivalents and restricted cash at beginning of period		16,552			28,811
Cash and cash equivalents and restricted cash at end of period	$	14,311		$	37,571
Supplemental disclosure of cash flow information:
Cash paid for interest	$	3,661		$	3,382
Cash paid for income taxes	$	—		$	112
Cash paid for operating leases	$	111		$	82


KATAPULT HOLDINGS, INC. RECONCILIATION OF NON-GAAP MEASURES AND CERTAIN OTHER DATA (UNAUDITED) (amounts in thousands)
	Three Months Ended March 31,
		2025			2024

Net loss	$	(5,688	)	$	(570	)
Add back:
Interest expense and other fees		5,144			4,527
Interest income		(57	)		(324	)
Change in fair value of warrants		36			162
Provision for income taxes		29			5
Depreciation and amortization on property and equipment and capitalized software		330			266
Provision for impairment of leased assets		150			173
Stock-based compensation expense		1,066			1,391
Litigation settlement and other related expenses		259		$	—
Debt refinancing costs	$	971			—
Adjusted EBITDA	$	2,240		$	5,630


	Three Months Ended March 31,
		2025			2024

Net loss	$	(5,688	)	$	(570	)
Add back:
Change in fair value of warrants		36			162
Stock-based compensation expense		1,066			1,391
Litigation settlement and other related expenses		259			—
Debt refinancing costs		971			—
Adjusted net income (loss)	$	(3,356	)	$	983


	Three Months Ended March 31,
		2025		2024

Operating expenses	$	14,885	$	12,688
Less:
Depreciation and amortization on property and equipment and capitalized software		330		266
Stock-based compensation expense		1,066		1,391
Servicing costs		1,085		1,132
Underwriting fees		772		509
Litigation settlement and other related expenses		259		—
Debt refinancing costs		971	$	—
Fixed cash operating expenses	$	10,402	$	9,390

(in thousands)	Three Months Ended March 31,
		2025		2024

Total revenue	$	71,946	$	65,061
Cost of revenue		57,597		48,573
Gross profit		14,349		16,488
Less:
Servicing costs		1,085		1,132
Underwriting fees		772		509
Adjusted gross profit	$	12,492	$	14,847


CERTAIN KEY PERFORMANCE METRICS

(in thousands)	Three Months Ended March 31,
		2025		2024
Total revenue	$	71,946	$	65,061


KATAPULT HOLDINGS, INC. GROSS ORIGINATIONS BY QUARTER
	Gross Originations by Quarter
($ millions)	Q1		Q2		Q3		Q4
FY 2025	$	64.2	$	—	$	—	$	—
FY 2024	$	55.6	$	55.3	$	51.2	$	75.2
FY 2023	$	54.7	$	54.7	$	49.6	$	67.5
FY 2022	$	46.7	$	46.4	$	44.1	$	59.8
FY 2021	$	63.8	$	64.4	$	61.0	$	58.9

The MIL Network –

May 16, 2025

MIL-OSI: Applied Materials Announces Second Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

Revenue $7.10 billion, up 7 percent year over year
GAAP gross margin 49.1 percent and non-GAAP gross margin 49.2 percent
GAAP operating margin 30.5 percent and non-GAAP operating margin 30.7 percent
Record GAAP EPS $2.63 and record non-GAAP EPS $2.39, up 28 percent and 14 percent year over year, respectively
Generated $1.57 billion in cash from operations and distributed $2.00 billion to shareholders including $1.67 billion in share repurchases and $325 million in dividends

SANTA CLARA, Calif., May 15, 2025 (GLOBE NEWSWIRE) — Applied Materials, Inc. (NASDAQ: AMAT) today reported results for its second quarter ended Apr. 27, 2025.

“Applied Materials’ broad capabilities and connected product portfolio are driving strong results in 2025 amidst a highly dynamic macro environment,” said Gary Dickerson, President and CEO. “High-performance, energy-efficient AI computing remains the dominant driver of semiconductor innovation, and Applied is working closely with our customers and partners to accelerate the industry’s roadmap. We are very well positioned at major technology inflections in fast-growing areas of the market, which supports our multi-year growth trajectory.”

“We delivered strong performance in our second fiscal quarter with seven percent year-over-year revenue growth, record earnings per share and shareholder distributions of nearly $2 billion,” said Brice Hill, Senior Vice President and CFO. “Despite the dynamic economic and trade environment, we have not seen significant changes to customer demand and are well-equipped to navigate evolving conditions with our robust global supply chain and diversified manufacturing footprint.”

Results Summary

	Q2 FY2025			Q2 FY2024			Change
	(In millions, except per share amounts and percentages)
Net revenue	$	7,100		$	6,646		7%
Gross margin		49.1	%		47.4	%	1.7 points
Operating margin		30.5	%		28.8	%	1.7 points
Net income	$	2,137		$	1,722		24%
Diluted earnings per share	$	2.63		$	2.06		28%
Non-GAAP Results
Non-GAAP gross margin		49.2	%		47.5	%	1.7 points
Non-GAAP operating margin		30.7	%		29.0	%	1.7 points
Non-GAAP net income	$	1,940		$	1,744		11%
Non-GAAP diluted EPS	$	2.39		$	2.09		14%
Non-GAAP free cash flow	$	1,061		$	1,135		(7)%

A reconciliation of the GAAP and non-GAAP results is provided in the financial tables included in this release. See also “Use of Non-GAAP Financial Measures” section.

Business Outlook

Applied’s total net revenue, non-GAAP gross margin and non-GAAP diluted EPS for the third quarter of fiscal 2025 are expected to be approximately as follows:


	Q3 FY2025
(In millions, except percentage and per share amounts)
Total net revenue	$	7,200		+/-	$	500
Non-GAAP gross margin		48.3	%
Non-GAAP diluted EPS	$	2.35		+/-	$	0.20

This outlook for non-GAAP diluted EPS excludes known charges related to completed acquisitions of $0.01 per share, and includes a net income tax benefit related to intra-entity intangible asset transfers of $0.04 per share, but does not reflect any items that are unknown at this time, such as any additional charges related to acquisitions or other non-operational or unusual items, as well as other tax-related items, which we are not able to predict without unreasonable efforts due to their inherent uncertainty.

Second Quarter Reportable Segment Information

*Semiconductor Systems*	Q2 FY2025			Q2 FY2024
(in millions, except percentages)
Net revenue	$	5,255		$	4,901
Foundry, logic and other		65	%		65	%
DRAM		27	%		32	%
Flash memory		8	%		3	%
Operating income	$	1,900		$	1,701
Operating margin		36.2	%		34.7	%
Non-GAAP Results
Non-GAAP operating income	$	1,911		$	1,711
Non-GAAP operating margin		36.4	%		34.9	%

*Applied Global Services*	Q2 FY2025			Q2 FY2024
(in millions, except percentages)
Net revenue	$	1,566		$	1,530
Operating income	$	446		$	436
Operating margin		28.5	%		28.5	%
Non-GAAP Results
Non-GAAP operating income	$	446		$	436
Non-GAAP operating margin		28.5	%		28.5	%

*Display*	Q2 FY2025			Q2 FY2024
(in millions, except percentages)
Net revenue	$	259		$	179
Operating income	$	68		$	5
Operating margin		26.3	%		2.8	%
Non-GAAP Results
Non-GAAP operating income	$	68		$	5
Non-GAAP operating margin		26.3	%		2.8	%

*Corporate and Other*	Q2 FY2025			Q2 FY2024
(in millions)
Unallocated net revenue	$	20		$	36
Unallocated cost of products sold and expenses		(265	)		(266	)
Total	$	(245	)	$	(230	)

Use of Non-GAAP Financial Measures

Applied provides investors with certain non-GAAP financial measures, which are adjusted for the impact of certain costs, expenses, gains and losses, including certain items related to mergers and acquisitions; restructuring and severance charges and any associated adjustments; impairments of assets; gain or loss, dividends and impairments on strategic investments; certain income tax items and other discrete adjustments. On a non-GAAP basis, the tax effect related to share-based compensation is recognized ratably over the fiscal year. Reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial tables included in this release.

Management uses these non-GAAP financial measures to evaluate the company’s operating and financial performance and for planning purposes, and as performance measures in its executive compensation program. Applied believes these measures enhance an overall understanding of its performance and investors’ ability to review the company’s business from the same perspective as the company’s management, and facilitate comparisons of this period’s results with prior periods on a consistent basis by excluding items that management does not believe are indicative of Applied’s ongoing operating performance. There are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with generally accepted accounting principles, may be different from non-GAAP financial measures used by other companies, and may exclude certain items that may have a material impact upon our reported financial results. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP.

Webcast Information

Applied Materials will discuss these results during an earnings call that begins at 1:30 p.m. Pacific Time today. A live webcast and related slide presentation will be available at https://ir.appliedmaterials.com . A replay will be available on the website beginning at 5:00 p.m. Pacific Time today.

Forward-Looking Statements
This press release contains forward-looking statements, including those regarding anticipated growth and trends in our businesses and markets, industry outlooks and demand drivers, technology transitions, our business and financial performance and market share positions, our capital allocation and cash deployment strategies, our investment and growth strategies, our development of new products and technologies, our business outlook for the third quarter of fiscal 2025 and beyond, and other statements that are not historical facts. These statements and their underlying assumptions are subject to risks and uncertainties and are not guarantees of future performance. Factors that could cause actual results to differ materially from those expressed or implied by such statements include, without limitation: the level of demand for our products; global economic, political and industry conditions, including changes in interest rates and prices for goods and services; the implementation of additional export regulations and license requirements and their interpretation, and their impact on our ability to export products and provide services to customers and on our results of operations; global trade issues and changes in trade and export license policies and our ability to obtain licenses or authorizations on a timely basis, if at all; imposition of new or increases in tariffs and any retaliatory measures, including their impact on demand for our products and services; our ability to effectively mitigate the impact of tariffs; the effects of geopolitical turmoil or conflicts; demand for semiconductor chips and electronic devices; customers’ technology and capacity requirements; the introduction of new and innovative technologies, and the timing of technology transitions; our ability to develop, deliver and support new products and technologies; our ability to meet customer demand, and our suppliers’ ability to meet our demand requirements; the concentrated nature of our customer base; our ability to expand our current markets, increase market share and develop new markets; market acceptance of existing and newly developed products; our ability to obtain and protect intellectual property rights in key technologies; cybersecurity incidents affecting our information systems or information contained in them, or affecting our operations, suppliers, customers or vendors; our ability to achieve the objectives of operational and strategic initiatives, align our resources and cost structure with business conditions, and attract, motivate and retain key employees; the effects of regional or global health epidemics; acquisitions, investments and divestitures; changes in income tax laws; the variability of operating expenses and results among products and segments, and our ability to accurately forecast future results, market conditions, customer requirements and business needs; our ability to ensure compliance with applicable law, rules and regulations and other risks and uncertainties described in our SEC filings, including our recent Forms 10-Q and 8-K. All forward-looking statements are based on management’s current estimates, projections and assumptions, and we assume no obligation to update them.

About Applied Materials

Applied Materials, Inc. (Nasdaq: AMAT) is the leader in materials engineering solutions used to produce virtually every new chip and advanced display in the world. Our expertise in modifying materials at atomic levels and on an industrial scale enables customers to transform possibilities into reality. At Applied Materials, our innovations make possible a better future. Learn more at www.appliedmaterials.com.

Investor Relations Contact:
Liz Morali (408) 986-7977
liz_morali@amat.com

Media Contact:
Ricky Gradwohl (408) 235-4676
ricky_gradwohl@amat.com


APPLIED MATERIALS, INC. UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

	Three Months Ended				Six Months Ended
(In millions, except per share amounts)	April 27, 2025		April 28, 2024		April 27, 2025		April 28, 2024
Net revenue	$	7,100	$	6,646	$	14,266	$	13,353
Cost of products sold		3,615		3,493		7,285		6,996
Gross profit		3,485		3,153		6,981		6,357
Operating expenses:
Research, development and engineering		893		785		1,752		1,539
Marketing and selling		216		209		422		416
General and administrative		207		247		463		523
Total operating expenses		1,316		1,241		2,637		2,478
Income from operations		2,169		1,912		4,344		3,879
Interest expense		68		59		132		118
Interest and other income (expense), net		221		141		229		536
Income before income taxes		2,322		1,994		4,441		4,297
Provision for income taxes		185		272		1,119		556
Net income	$	2,137	$	1,722	$	3,322	$	3,741
Earnings per share:
Basic	$	2.64	$	2.08	$	4.10	$	4.50
Diluted	$	2.63	$	2.06	$	4.08	$	4.47
Weighted average number of shares:
Basic		809		830		811		831
Diluted		812		836		815		837


APPLIED MATERIALS, INC. UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS

(In millions)	April 27, 2025		October 27, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	6,169	$	8,022
Short-term investments		578		1,449
Accounts receivable, net		6,187		5,234
Inventories		5,656		5,421
Other current assets		1,118		1,094
Total current assets		19,708		21,220
Long-term investments		3,638		2,787
Property, plant and equipment, net		3,832		3,339
Goodwill		3,748		3,732
Purchased technology and other intangible assets, net		249		249
Deferred income taxes and other assets		2,457		3,082
Total assets	$	33,632	$	34,409
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	799	$	799
Accounts payable and accrued expenses		4,706		4,820
Contract liabilities		2,491		2,849
Total current liabilities		7,996		8,468
Long-term debt		5,462		5,460
Income taxes payable		321		670
Other liabilities		892		810
Total liabilities		14,671		15,408
Total stockholders’ equity		18,961		19,001
Total liabilities and stockholders’ equity	$	33,632	$	34,409


APPLIED MATERIALS, INC. UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

	Three Months Ended						Six Months Ended
(In millions)	April 27, 2025			April 28, 2024			April 27, 2025			April 28, 2024
Cash flows from operating activities:
Net income	$	2,137		$	1,722		$	3,322		$	3,741
Adjustments required to reconcile net income to cash provided by operating activities:
Depreciation and amortization		103			96			208			187
Share-based compensation		159			134			354			304
Deferred income taxes		4			(134	)		672			(206	)
Other		(109	)		(12	)		(14	)		(247	)
Net change in operating assets and liabilities		(723	)		(414	)		(2,046	)		(62	)
Cash provided by operating activities		1,571			1,392			2,496			3,717
Cash flows from investing activities:
Capital expenditures		(510	)		(257	)		(891	)		(486	)
Cash paid for acquisitions, net of cash acquired		(1	)		—			(29	)		—
Proceeds from asset sale		33			—			33			—
Proceeds from sales and maturities of investments		1,921			582			3,144			1,113
Purchases of investments		(1,222	)		(474	)		(2,933	)		(1,223	)
Cash provided by (used in) investing activities		221			(149	)		(676	)		(596	)
Cash flows from financing activities:
Proceeds from issuance of commercial paper		100			100			300			200
Repayments of commercial paper		(100	)		(100	)		(300	)		(200	)
Proceeds from common stock issuances		129			119			129			119
Common stock repurchases		(1,670	)		(820	)		(2,988	)		(1,520	)
Tax withholding payments for vested equity awards		(35	)		(41	)		(177	)		(233	)
Payments of dividends to stockholders		(325	)		(266	)		(651	)		(532	)
Payments of debt issuance costs		(2	)		—			(2	)		—
Repayments of principal on finance leases		—			(14	)		—			(13	)
Cash used in financing activities		(1,903	)		(1,022	)		(3,689	)		(2,179	)
Increase (decrease) in cash, cash equivalents and restricted cash equivalents		(111	)		221			(1,869	)		942
Cash, cash equivalents and restricted cash equivalents—beginning of period		6,355			6,954			8,113			6,233
Cash, cash equivalents and restricted cash equivalents — end of period	$	6,244		$	7,175		$	6,244		$	7,175

Reconciliation of cash, cash equivalents, and restricted cash equivalents
Cash and cash equivalents	$	6,169		$	7,085		$	6,169		$	7,085
Restricted cash equivalents included in deferred income taxes and other assets		75			90			75			90
Total cash, cash equivalents, and restricted cash equivalents	$	6,244		$	7,175		$	6,244		$	7,175

Supplemental cash flow information:
Cash payments for income taxes	$	763		$	467		$	833		$	606
Cash refunds from income taxes	$	5		$	3		$	75		$	5
Cash payments for interest	$	68		$	68		$	120		$	102

Additional Information

	Q2 FY2025			Q2 FY2024
Net Revenue by Geography (In millions)
United States	$	808		$	853
% of Total		11	%		13	%
Europe	$	252		$	289
% of Total		4	%		4	%
Japan	$	572		$	453
% of Total		8	%		7	%
Korea	$	1,562		$	988
% of Total		22	%		15	%
Taiwan	$	1,997		$	1,019
% of Total		28	%		15	%
Southeast Asia	$	135		$	213
% of Total		2	%		3	%
China	$	1,774		$	2,831
% of Total		25	%		43	%

Employees(In thousands)
Regular Full Time		36.0			34.8


APPLIED MATERIALS, INC. UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP RESULTS

	Three Months Ended						Six Months Ended
(In millions, except percentages)	April 27, 2025			April 28, 2024			April 27, 2025			April 28, 2024
Non-GAAP Gross Profit
GAAP reported gross profit	$	3,485		$	3,153		$	6,981		$	6,357
Certain items associated with acquisitions¹		6			7			13			14
Non-GAAP gross profit	$	3,491		$	3,160		$	6,994		$	6,371
Non-GAAP gross margin		49.2	%		47.5	%		49.0	%		47.7	%
Non-GAAP Operating Income
GAAP reported operating income	$	2,169		$	1,912		$	4,344		$	3,879
Certain items associated with acquisitions¹		11			10			23			21
Acquisition integration and deal costs		—			5			3			8
Non-GAAP operating income	$	2,180		$	1,927		$	4,370		$	3,908
Non-GAAP operating margin		30.7	%		29.0	%		30.6	%		29.3	%
Non-GAAP Net Income
GAAP reported net income	$	2,137		$	1,722		$	3,322		$	3,741
Certain items associated with acquisitions¹		11			10			23			21
Acquisition integration and deal costs		—			5			3			8
Realized loss (gain), dividends and impairments on strategic investments, net		(18	)		(3	)		(27	)		(4	)
Unrealized loss (gain) on strategic investments, net		(80	)		(20	)		26			(300	)
Foreign exchange loss (gain) related to purchase of strategic investment		23			—			23			—
Loss (gain) on asset sale		(44	)		—			(44	)		—
Income tax effect of share-based compensation²		4			11			(6	)		(15	)
Income tax effects related to intra-entity intangible asset transfers³		32			18			706			40
Resolution of prior years’ income tax filings and other tax items		(124	)		—			(140	)		33
Income tax effect of non-GAAP adjustments⁴		(1	)		1			—			2
Non-GAAP net income	$	1,940		$	1,744		$	3,886		$	3,526

1		These items are incremental charges attributable to completed acquisitions, consisting of amortization of purchased intangible assets.

2		GAAP basis tax benefit related to share-based compensation is recognized ratably over the fiscal year on a non-GAAP basis.

3		Amount for the six months ended April 27, 2025, included changes to income tax provision of $62 million from amortization of intangibles and a $644 million remeasurement of deferred tax assets resulting from new tax incentive agreements in Singapore in the first quarter of fiscal 2025.

4		Adjustment to provision for income taxes related to non-GAAP adjustments reflected in income before income taxes.


APPLIED MATERIALS, INC. UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP RESULTS

	Three Months Ended						Six Months Ended
(In millions, except per share amounts)	April 27, 2025			April 28, 2024			April 27, 2025			April 28, 2024
Non-GAAP Earnings Per Diluted Share
GAAP reported earnings per diluted share	$	2.63		$	2.06		$	4.08		$	4.47
Certain items associated with acquisitions		0.01			0.01			0.02			0.02
Acquisition integration and deal costs		—			0.01			—			0.01
Realized loss (gain), dividends and impairments on strategic investments, net		(0.02	)		—			(0.03	)		—
Unrealized loss (gain) on strategic investments, net		(0.10	)		(0.02	)		0.03			(0.36	)
Foreign exchange loss (gain) related to purchase of strategic investment		0.03			—			0.03			—
Loss (gain) on asset sale		(0.05	)		—			(0.05	)		—
Income tax effect of share-based compensation		—			0.01			(0.01	)		(0.02	)
Income tax effects related to intra-entity intangible asset transfers¹		0.04			0.02			0.87			0.05
Resolution of prior years’ income tax filings and other tax items		(0.15	)		—			(0.17	)		0.04
Non-GAAP earnings per diluted share	$	2.39		$	2.09		$	4.77		$	4.21
Weighted average number of diluted shares		812			836			815			837

1		Amount for the six months ended April 27, 2025, included changes to income tax provision of $0.08 per diluted share from amortization of intangibles and $0.79 per diluted share from a remeasurement of deferred tax assets resulting from new tax incentive agreements in Singapore in the first quarter of fiscal 2025.


APPLIED MATERIALS, INC. UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP RESULTS

	Three Months Ended						Six Months Ended
(In millions, except percentages)	April 27, 2025			April 28, 2024			April 27, 2025			April 28, 2024
Semiconductor Systems Non-GAAP Operating Income
GAAP reported operating income	$	1,900		$	1,701		$	3,886		$	3,445
Certain items associated with acquisitions¹		11			10			23			20
Non-GAAP operating income	$	1,911		$	1,711		$	3,909		$	3,465
Non-GAAP operating margin		36.4	%		34.9	%		36.8	%		35.3	%
Applied Global Services Non-GAAP Operating Income
GAAP reported operating income	$	446		$	436		$	893		$	853
Non-GAAP operating income	$	446		$	436		$	893		$	853
Non-GAAP operating margin		28.5	%		28.5	%		28.3	%		28.4	%
Display Non-GAAP Operating Income
GAAP reported operating income	$	68		$	5		$	82		$	30
Non-GAAP operating income	$	68		$	5		$	82		$	30
Non-GAAP operating margin		26.3	%		2.8	%		18.6	%		7.1	%

1		These items are incremental charges attributable to completed acquisitions, consisting of amortization of purchased intangible assets.

Note: The reconciliation of GAAP and non-GAAP segment results above does not include certain revenues, costs of products sold and operating expenses that are reported within corporate and other and included in consolidated operating income.


APPLIED MATERIALS, INC. UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP EFFECTIVE INCOME TAX RATE

	Three Months Ended
(In millions, except percentages)	April 27, 2025

GAAP provision for income taxes (a)	$	185
Income tax effect of share-based compensation		(4	)
Income tax effects related to intra-entity intangible asset transfers		(32	)
Resolutions of prior years’ income tax filings and other tax items		124
Income tax effect of non-GAAP adjustments		1
Non-GAAP provision for income taxes (b)	$	274

GAAP income before income taxes (c)	$	2,322
Certain items associated with acquisitions		11
Realized loss (gain), dividends and impairments on strategic investments, net		(18	)
Unrealized loss (gain) on strategic investments, net		(80	)
Foreign exchange loss (gain) related to purchase of strategic investment		23
Loss (gain) on asset sale		(44	)
Non-GAAP income before income taxes (d)	$	2,214

GAAP effective income tax rate (a/c)		8.0	%

Non-GAAP effective income tax rate (b/d)		12.4	%


UNAUDITED RECONCILIATION OF NON-GAAP FREE CASH FLOW

	Three Months Ended						Six Months Ended
(In millions)	April 27, 2025			April 28, 2024			April 27, 2025			April 28, 2024
Cash provided by operating activities	$	1,571		$	1,392		$	2,496		$	3,717
Capital expenditures		(510	)		(257	)		(891	)		(486	)
Non-GAAP free cash flow	$	1,061		$	1,135		$	1,605		$	3,231

The MIL Network –

May 16, 2025

MIL-OSI: iPower Reports Fiscal Third Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

RANCHO CUCAMONGA, Calif., May 15, 2025 (GLOBE NEWSWIRE) — iPower Inc. (Nasdaq: IPW) (“iPower” or the “Company”), a tech and data-driven ecommerce services provider and online retailer, today announced its financial results for the fiscal third quarter ended March 31, 2025.

Fiscal Q3 2025 Results vs. Year-Ago Quarter

Total revenue was $16.6 million compared to $23.3 million.
Gross profit was $7.2 million compared to $10.4 million, with gross margin of 43.3% compared to 44.5%.
Net loss attributable to iPower was $0.3 million or $(0.01) per share, compared to net income attributable to iPower of $1.0 million or $0.03 per share.
As of March 31, 2025, total debt was reduced by 43% to $3.6 million as compared to $6.3 million as of June 30, 2024.

Management Commentary

“We made important strides in strengthening our operations during the quarter, even as we navigated a more cautious demand environment that impacted order volumes across key channels,” said Lawrence Tan, CEO of iPower. “In response, we’ve accelerated efforts to diversify our supply chain by expanding manufacturing into the U.S., as well as continuing to cultivate relationships with alternative suppliers in new geographies. These actions are central to our strategy to build a more agile and resilient supply chain capable of supporting long-term growth and reducing exposure to external volatility.”

“In our SuperSuite business, we are continuing to gain traction and generating solid momentum, with our SuperSuite now representing approximately 20% of our total revenue mix, underscoring the robust demand for our end-to-end supply chain solutions. SuperSuite continues to evolve as a comprehensive, data-driven platform that equips our partners with the tools, insights and infrastructure they need to thrive in today’s competitive ecommerce landscape. We are working through a strong pipeline of prospective partners and look forward to capitalizing on the demand for SuperSuite as we continue to build out our partner ecosystem and deliver greater value to our current partners.”

iPower CFO, Kevin Vassily, added, “We faced a challenging comp this quarter due to elevated purchasing volumes from our largest channel partner in the year-ago period. Nonetheless, we continued to benefit from the optimization initiatives we implemented in fiscal 2024, resulting in a 10% improvement in operating expenses for the quarter. Additionally, we reduced our total debt obligations by nearly 20% during the quarter, demonstrating our commitment to strengthening the balance sheet. With our ongoing efforts to diversify our supply chain, accelerating momentum in SuperSuite, and an optimized operating structure, we believe we are well positioned to navigate the current market environment and deliver long term value to our customers and shareholders alike.”

Fiscal Third Quarter 2025 Financial Results

Total revenue in the fiscal third quarter of 2025 was $16.6 million compared to $23.3 million for the same period in fiscal 2024. The decrease was driven primarily by lower product sales to the Company’s largest channel partner, partially offset by growth in iPower’s SuperSuite supply chain offerings.

Gross profit in the fiscal third quarter of 2025 was $7.2 million compared to $10.4 million in the same quarter in fiscal 2024. As a percentage of revenue, gross margin was 43.3% compared to 44.5% in the year-ago period. The decrease in gross margin was primarily driven by an increase in services income in the quarter.

Total operating expenses in the fiscal third quarter of 2025 improved 15% to $7.4 million compared to $8.8 million for the same period in fiscal 2024. The decrease in operating expenses was driven primarily by lower general and administrative costs from the Company’s optimization initiatives, as well as lower selling and fulfillment expenses related to the Company’s largest channel partner.

Net loss attributable to iPower in the fiscal third quarter of 2025 was $0.3 million or $(0.01) per share, compared to net income attributable to iPower of $1.0 million or $0.03 per share for the same period in fiscal 2024.

Cash and cash equivalents were $2.2 million at March 31, 2025, compared to $7.4 million at June 30, 2024. As a result of the Company’s consistent debt paydown, total debt was reduced by 43% to $3.6 million compared to $6.3 million as of June 30, 2024.

Conference Call

The Company will hold a conference call today, May 15, 2025, at 4:30 p.m. Eastern Time to discuss its results for the fiscal third quarter ended March 31, 2025.

iPower’s management will host the conference call, which will be followed by a question-and-answer session.

The conference call details are as follows:

Date: Thursday, May 15, 2025
Time: 4:30 p.m. Eastern time
Dial-in registration link: here
Live webcast registration link: here

Please dial into the conference call 5-10 minutes prior to the start time. If you have any difficulty connecting with the conference call, please contact the Company’s investor relations team at IPW@elevate-ir.com.

The conference call will also be broadcast live and available for replay in the Events & Presentations section of the Company’s website at www.meetipower.com.

About iPower Inc.

iPower Inc. is a tech and data-driven online retailer, as well as a provider of value-added ecommerce services for third-party products and brands. iPower’s capabilities include a full spectrum of online channels, robust fulfillment capacity, a nationwide network of warehouses, competitive last mile delivery partners and a differentiated business intelligence platform. iPower believes that these capabilities will enable it to efficiently move a diverse catalog of SKUs from its supply chain partners to end consumers every day, providing the best value to customers in the U.S. and other countries. For more information, please visit iPower’s website at www.meetipower.com.

Forward-Looking Statements

All statements other than statements of historical fact in this press release are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that iPower believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. iPower undertakes no obligation to update forward-looking statements to reflect subsequent events or circumstances, or changes in its expectations, except as may be required by law. Although iPower believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and iPower cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results and performance in iPower’s Annual Report on Form 10-K, as filed with the SEC on September 20, 2024, and in its other SEC filings, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Investor Relations Contact

Sean Mansouri, CFA or Aaron D’Souza
Elevate IR
(720) 330-2829
IPW@elevate-ir.com


iPower Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
As of March 31, 2025 and June 30, 2024

	March 31,			June 30,
	2025			2024
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalent	$	2,192,254		$	7,377,837
Accounts receivable, net		10,179,237			14,740,093
Inventories, net		9,772,699			10,546,273
Prepayments and other current assets, net		2,660,968			2,346,534
Total current assets		24,805,158			35,010,737

Non-current assets
Right of use – non-current		4,281,622			6,124,163
Property and equipment, net		271,473			370,887
Deferred tax assets, net		2,961,886			2,445,605
Goodwill		3,034,110			3,034,110
Intangible assets, net		3,143,671			3,630,700
Other non-current assets		2,008,561			679,655
Total non-current assets		15,701,323			16,285,120

Total assets	$	40,506,481		$	51,295,857

LIABILITIES AND EQUITY
Current liabilities
Accounts payable, net	$	8,034,949		$	11,227,116
Other payables and accrued liabilities		3,241,283			3,885,487
Lease liability – current		1,392,146			2,039,301
Short-term loan payable		–			491,214
Short-term loan payable – related party		–			350,000
Revolving loan payable, net		–			5,500,739
Income taxes payable		278,769			276,158
Total current liabilities		12,947,147			23,770,015

Non-current liabilities
Long-term revolving loan payable, net		3,573,896			–
Lease liability – non-current		3,267,491			4,509,809
Total non-current liabilities		6,841,387			4,509,809

Total liabilities		19,788,534			28,279,824

Commitments and contingency		–			–

Stockholders’ Equity
Preferred stock, $0.001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2025 and June 30, 2024		–			–
Common stock, $0.001 par value; 180,000,000 shares authorized; 31,359,899 shares issued and outstanding at March 31, 2025 and June 30, 2024		31,361			31,361
Additional paid in capital		33,321,103			33,463,883
Accumulated deficits		(12,380,662	)		(10,230,601	)
Non-controlling interest		(46,969	)		(38,204	)
Accumulated other comprehensive loss		(206,886	)		(210,406	)
Total stockholders’ equity		20,717,947			23,016,033

Total liabilities and stockholders’ equity	$	40,506,481		$	51,295,857

iPower Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income
For the Three and Nine Months Ended March 31, 2025 and 2024

	For the Three Months Ended March 31,						For the Nine Months Ended March 31,
	2025			2024			2025			2024
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
REVENUES
Product sales	$	15,546,233		$	22,593,081		$	51,428,534		$	65,901,577
Service income		1,023,445			715,427			3,222,236			715,427
Total revenues		16,569,678			23,308,508			54,650,770			66,617,004

COST OF REVENUES
Product costs		8,512,709			12,360,170			27,891,276			36,591,581
Service costs		879,995			581,229			2,704,737			581,229
Total cost of revenues		9,392,704			12,941,399			30,596,013			37,172,810

GROSS PROFIT		7,176,974			10,367,109			24,054,757			29,444,194

OPERATING EXPENSES:
Selling and fulfillment		5,531,751			5,444,649			16,075,473			22,445,100
General and administrative		1,914,226			3,321,184			10,311,114			9,218,842
Total operating expenses		7,445,977			8,765,833			26,386,587			31,663,942

(LOSS) INCOME FROM OPERATIONS		(269,003	)		1,601,276			(2,331,830	)		(2,219,748	)

OTHER INCOME (EXPENSE)
Interest expenses		(81,968	)		(181,199	)		(362,602	)		(592,176	)
Loss on equity method investment		(986	)		(792	)		(2,707	)		(2,618	)
Other non-operating income (expenses)		35,601			(29,669	)		48,329			32,003
Total other expenses, net		(47,353	)		(211,660	)		(316,980	)		(562,791	)

(LOSS) INCOME BEFORE INCOME TAXES		(316,356	)		1,389,616			(2,648,810	)		(2,782,539	)

PROVISION FOR INCOME TAX EXPENSE (BENEFIT)		26,017			377,147			(489,984	)		(587,674	)
NET (LOSS) INCOME		(342,373	)		1,012,469			(2,158,826	)		(2,194,865	)

Non-controlling interest		(2,774	)		(3,613	)		(8,765	)		(9,604	)

NET (LOSS) INCOME ATTRIBUTABLE TO IPOWER INC.	$	(339,599	)	$	1,016,082		$	(2,150,061	)	$	(2,185,261	)

OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation adjustments		(97,556	)		69,122			3,520			(91,840	)

COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO IPOWER INC.	$	(437,155	)	$	1,085,204		$	(2,146,541	)	$	(2,277,101	)

WEIGHTED AVERAGE NUMBER OF COMMON STOCK
Basic		31,455,248			29,821,811			31,434,479			29,791,990

Diluted		31,455,248			29,821,811			31,434,479			29,791,990

(LOSSES) EARNINGS PER SHARE
Basic	$	(0.01	)	$	0.03		$	(0.07	)	$	(0.07	)

Diluted	$	(0.01	)	$	0.03		$	(0.07	)	$	(0.07	)

The MIL Network –

May 16, 2025

MIL-OSI: Expion360 Reports First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

Q1 2025 Revenue Growth of 111% Driven by New Products and Technologies

5th Consecutive Quarter of Robust Revenue Growth

Began Shipping e360 Home Energy Storage Solutions

REDMOND, Ore., May 15, 2025 (GLOBE NEWSWIRE) — Expion360 Inc. (Nasdaq: XPON) (“Expion360” or the “Company”), an industry leader in lithium-ion battery power storage, today reported its financial and operational results for the first quarter ended March 31, 2025.

First Quarter 2025 & Subsequent Financial & Operational Highlights

Q1 2025 revenue totaled $2.0 million, up 111% from Q1 2024, and 3% sequentially from Q4 2024.
5th consecutive quarter of sequential revenue growth.
Began fulfilling purchase orders for our e360 Home Energy Storage Solutions (“HESS”).
Closed a $2.6 million registered direct offering and private placement priced at the market under Nasdaq rules.

Management Commentary

“The first quarter of 2025 was underscored by continued strong revenue momentum, margin expansion and a strengthened balance sheet as we focus on entering into new OEM partnerships and distributor relationships and building our Home Energy Storage Solutions vertical,” said Brian Schaffner, Chief Executive Officer and Interim Chief Financial Officer of Expion360. “Revenue grew 111% year over year to $2.0 million, and sequentially for a fifth consecutive quarter from Q4 2024 on a rebounding RV market. Results for the RV Industry Association’s (RVIA) March 2025 survey of manufacturers found that total RV shipments increased 14% in the first quarter of 2025. We believe the RV market will continue to gain ground through 2025, with shipments increasing throughout the year.

“In January, we began production shipments for our HESS products. The LiFePO4 battery HESS enables residential and small business customers to create their own stable micro-energy grid and lessen the impact of increasing power fluctuations and outages. HESS is designed with adaptability in mind, ready to evolve alongside changing energy requirements. We also anticipate HESS will benefit from incentives available through California’s Self-Generation Incentive Program and federal tax credits, and we are working on additional orders in 2025.

“Operationally during the quarter, we took the opportunity to prepare for continued growth and tariff mitigation by adding 6-12 months of inventory early in the quarter, before new tariffs were introduced. We are also working to diversify our supply chain with potential sourcing from additional countries and have undertaken several initiatives to increase margins and reduce costs within our current line of batteries. Our long-term goal is to onshore to the U.S. manufacturing of most of our components and assemblies, including cell manufacturing. To that end, we continue to work with NeoVolta to combine our strengths toward a potential collaboration that aims to engineer a US-based state-of-the-art battery manufacturing facility and develop innovative lithium-ion battery cell and module product designs.

“Looking ahead, we are successfully executing on our efforts to expand sales across our product portfolio and new Home Energy Storage Solutions vertical. With a strengthened balance sheet from a recent $2.6 million registered direct offering and private placement, we believe we are well positioned to continue our growth initiatives to add OEM partnerships and distributors, further develop HESS, and introduce new technologies and batteries. With substantial purchase orders already in hand and additional new customers expressing interest across our product line, we look forward to announcements of additional milestones in the months ahead and expect our quarterly sequential growth to continue,” concluded Mr. Schaffner.

First Quarter 2025 Financial Summary

Revenue in the first quarter of 2025 totaled $2.0 million, an increase of 111% from $1.0 million in the prior year period. The increase in net sales was due, in part, to a rebound in the RV market overall, as well as completing our first sales in the home energy market.

Gross profit in the first quarter of 2025 totaled $0.5 million, or 25% of revenue, as compared to $0.2 million or 23% of revenue in the prior year period and 21% of revenue for the full fiscal year ended December 31, 2024. The increase was primarily attributable to the increase in sales and lower cost of goods sold as a percentage of sales.

Selling, general and administrative expenses in the first quarter of 2025 decreased 25% to $1.6 million compared to $2.2 million in the prior year period. The decrease was primarily due to decreases in salaries and benefits, including lower non-cash stock-based compensation, as well as reduction in headcount. Legal and professional fees also had a significant decrease, as did rent expense due to terminating the lease on our second warehouse.

Net loss in the first quarter of 2025 totaled $1.2 million, a 48% improvement from a net loss of $2.2 million in the prior year period. The decrease in net loss was primarily the result of higher net sales for the period ended March 31, 2025 combined with a decrease in selling, general, and administrative expenses.

Cash and cash equivalents totaled $1.1 million as of March 31, 2025, compared to $0.5 million as of December 31, 2024. On January 3, 2025, the Company closed a $2.6 million registered direct offering and private placement priced at the market under Nasdaq rules.

Net cash used in operating activities totaled $1.2 million for the three months ended March 31, 2025, compared to $1.7 million in the prior year period. Receiving inventory that was prepaid during the prior period accounted for a large portion of the change for the three months ending March 31, 2025, as well as making payments to decrease our suspended liability.

First Quarter 2025 Results Conference Call

Brian Schaffner, Chief Executive Officer and Interim Chief Financial Officer of Expion360, will host the conference call, followed by a question-and-answer period. The conference call will be accompanied by a presentation, which can be viewed during the webcast or accessed via the investor relations section of the Company’s website here.

To access the call, please use the following information:

A telephone replay will be available approximately three hours after the call and will remain available through May 29, 2025, by dialing 1-844-512-2921 from the U.S., or 1-412-317-6671 from international locations, and entering replay pin number: 10199138. The replay can also be viewed through the webcast link above and the presentation utilized during the call will be available via the investor relations section of the Company’s website here.

About Expion360

Expion360 is an industry leader in premium lithium iron phosphate (LiFePO4) batteries and accessories for recreational vehicles, marine applications, Light EV and residential energy storage.

The Company’s lithium-ion batteries feature half the weight of standard lead-acid batteries while delivering three times the power and ten times the number of charging cycles. Expion360 batteries also feature better construction and reliability compared to other lithium-ion batteries on the market due to their superior design and quality materials. Specially reinforced, fiberglass-infused, premium ABS and solid mechanical connections help provide top performance and safety. With Expion360 batteries, adventurers can enjoy the most beautiful and remote places on Earth even longer.

The Company is headquartered in Redmond, Oregon. Expion360 lithium-ion batteries are available today through more than 300 dealers, wholesalers, private-label customers, and OEMs across the country. To learn more about the Company, visit expion360.com.

Forward-Looking Statements

The foregoing material may contain “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, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements included in this press release include, but are not limited to, statements relating to the Company’s beliefs, plans, and expectations about its operations, product development and pipeline, growth prospects, market expectations and opportunity, the availability of incentives and tax credits, potential partnership with NeoVolta, and growth expectations. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Company Contact:
Brian Schaffner, CEO and Interim CFO
541-797-6714
Email Contact

External Investor Relations:
Chris Tyson, Executive Vice President
MZ Group – MZ North America
949-491-8235
XPON@mzgroup.us
www.mzgroup.us


EXPION360 INC. BALANCE SHEETS

	As of March 31, 2025 (Unaudited)			As of December 31, 2024
Assets
Current Assets
Cash and cash equivalents	$	1,092,607		$	547,565
Accounts receivable, net		592,625			613,022
Inventory		6,036,033			4,831,461
Prepaid/in-transit inventory		149,541			1,612,686
Prepaid expenses and other current assets		208,373			236,461
Total current assets		8,079,179			7,841,195

Property and equipment		909,603			914,081
Accumulated depreciation		(460,866	)		(430,191	)
Property and equipment, net		448,737			483,890

Other Assets
Operating leases – right-of-use asset		689,046			754,832
Deposits		25,471			27,471
Total other assets		714,517			782,303
Total assets	$	9,242,433		$	9,107,388

Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	367,457		$	338,091
Customer deposits		41,920			48,474
Accrued expenses and other current liabilities		196,874			187,464
Current portion of operating lease liability		255,676			256,153
Current portion of long-term debt		31,275			31,758
Suspended Liability		4,485,948			4,985,948
Total current liabilities		5,379,150			5,847,888

Long-term debt, net of current portion and discount		190,564			198,412
Operating lease liability, net of current portion		476,115			542,764
Total liabilities	$	6,045,829		$	6,589,064

Stockholders’ equity
Preferred stock, par value $0.001 per share; 20,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		—			—
Common stock, par value $0.001 per share; 200,000,000 shares authorized; 3,144,468 and 2,096,082 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		3,144			2,096
Additional paid-in capital		38,920,698			37,091,468
Accumulated deficit		(35,727,238	)		(34,575,240	)
Total stockholders’ equity		3,196,604			2,518,324
Total liabilities and stockholders’ equity	$	9,242,433		$	9,107,388


EXPION360 INC. STATEMENTS OF OPERATIONS (UNAUDITED)

	For the Three Months Ended March 31,
	2025			2024
Net sales	$	2,049,331		$	971,859
Cost of sales		1,547,764			749,337
Gross profit		501,567			222,522
Selling, general and administrative		1,649,435			2,189,475
Loss from operations		(1,147,868	)		(1,966,953	)

Other (income) / expense:
Interest income		(1	)		(26,865	)
Interest expense		5,668			253,286
(Gain) / Loss on sale of property and equipment		(1,625	)		306
Other (income) / expense		50			(1,200	)
Total other expense		4,092			225,527
Loss before taxes		(1,151,960	)		(2,192,480	)

Franchise taxes		38			460
Net loss	$	(1,151,998	)	$	(2,192,940	)

Net loss per share (basic and diluted)	$	(0.37	)	$	(31.30	)
Weighted-average number of common shares outstanding		3,109,522			70,057


EXPION360 INC. STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Three Months Ended March 31,
	2025			2024
Cash flows from operating activities

Net loss	$	(1,151,998	)	$	(2,192,940	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		34,028			49,444
Amortization of convertible note costs		—			166,786
(Gain) / Loss on sale of property and equipment		(1,625	)		306
Stock-based compensation		50,721			315,853

Changes in operating assets and liabilities:
(Increase) / Decrease in accounts receivable		20,397			(83,986	)
(Increase) / Decrease in inventory		(1,204,572	)		44,773
Decrease in prepaid/in-transit inventory		1,463,145			45,137
(Increase) / Decrease in prepaid expenses and other current assets		28,088			(43,753	)
Decrease in deposits		2,000			—
Increase / (Decrease) in accounts payable		29,366			(4,565	)
Decrease in customer deposits		(6,554	)		(6,497	)
Increase in accrued expenses and other current liabilities		9,410			33,669
Increase / (Decrease) in right-of-use assets and lease liabilities		(1,340	)		3,855
Decrease in suspended liability		(500,000	)		—
Net cash used in operating activities		(1,228,934	)		(1,671,918	)

Cash flows from investing activities
Purchases of property and equipment		—			(10,550	)
Net proceeds from sale of property and equipment		2,750			87,684
Net cash provided by investing activities		2,750			77,134

Cash flows from financing activities
Principal payments on convertible note		—			(43,575	)
Principal payments on long-term debt		(8,331	)		(93,855	)
Principal payments on stockholder promissory notes		—			(62,500	)
Net proceeds from exercise of warrants		—			(4	)
Net proceeds from issuance of common stock		1,779,557			125,153
Net cash provided by / (used in) financing activities		1,771,226			(74,781	)

Net change in cash and cash equivalents		545,042			(1,669,565	)
Cash and cash equivalents, beginning		547,565			3,932,698
Cash and cash equivalents, ending		1,092,607			2,263,133

The MIL Network –

May 16, 2025

MIL-OSI: Duos Technologies Group Reports First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

JACKSONVILLE, Fla., May 15, 2025 (GLOBE NEWSWIRE) — Duos Technologies Group, Inc. (“Duos” or the “Company”) (Nasdaq: DUOT), a provider of machine vision and artificial intelligence that analyzes fast moving vehicles, reported financial results for the first quarter (“Q1 2025”) ended March 31, 2025.

First Quarter 2025 and Recent Operational Highlights

Recorded over $4.8 million in Services and Consulting revenue including $3.9 million for services related to the Asset Management Agreement (“AMA”) with New APR Energy.
Significant improvement in Gross Margin compared to the same quarter one year ago and further improvements expected in Q2.
Showcased the first production standalone Edge Data Center with revenues starting April 1.
Placed orders for 4 additional data centers for a total of 10 units so far all of which have identified locations and expect to meet goal of 15 deployed units by year end.
Over 2.3 million comprehensive railcar scans performed in the first quarter across 13 portals, of which more than 379,000 were unique railcars. This metric encompasses all railcars scanned at locations across the U.S., Canada, and Mexico, representing approximately 24% of the total freight car population in North America.
As of the end of the first quarter, the Company had $17.8 million of revenue in backlog plus $7.0 – $8.0 million near-term awards and renewals to be recognized during the remainder of 2025.

First Quarter 2025 Financial Results
It should be noted that the following Financial Results represent the consolidation of the Company with its subsidiaries Duos Technologies, Duos Edge AI, Inc., and Duos Energy Corporation (“Duos Energy”).

Total revenues for Q1 2025 increased 363% to $4.95 million compared to $1.07 million in the first quarter of 2024 (“Q1 2024”). Total revenue for Q1 2025 represents an aggregate of approximately $65,000 of technology systems revenue and approximately $4,890,000 in recurring services and consulting revenue. The significant revenue increase in the first quarter, compared to the same quarter last year, was primarily driven by Duos Energy beginning to execute against the Asset Management Agreement (“AMA”) with New APR that was signed on December 31, 2024. Under the AMA, Duos Energy oversees the deployment and operations of a fleet of mobile gas turbines and related balance-of-plant inventory, providing management, sales, and operational support services to New APR. The decrease in technology systems revenues was primarily attributed to delays outside of the Company’s control with deployment of our two high-speed Railcar Inspection Portals. Although these systems remain largely ready for deployment, customer delays at the deployment site continue to prevent the Company from entering the installation phase. In spite of the timing delays that continue to impact the quarterly results, management remains confident in the long-term potential of the RIP product.

Cost of revenues for Q1 2025 increased 273% to $3.64 million compared to $0.98 million for Q1 2024. The significant increase in cost of revenues was primarily due to supporting the AMA with New APR, where Duos Energy oversees the deployment and operations of a fleet of mobile gas turbines and related balance-of-plant inventory, providing management, sales, and operational support services to New APR. An additional contributing factor to the increase in cost of revenues on services and consulting is $548,121 in amortization expense of the intangible asset related to a nonmonetary transaction, which was not present in the corresponding period of 2024. The cost of revenues on technology systems decreased compared to the equivalent period in 2024. This reduction is primarily driven by our ability in Q1 2025 to reallocate certain fixed operating and servicing costs for technology systems to support the AMA, an allocation we could not make in the comparative period because the agreement was not yet in effect. It also reflects the ramp-down of manufacturing ahead of field installation of our two high-speed Railcar Inspection Portals, which has been further delayed and further reduced cost of revenues while we await customer readiness for site deployment.

Gross margin for Q1 2025 increased 1,288% to $1.31 million compared to $0.09 million for Q1 2024. Gross margin improved primarily due to Duos Energy beginning performance of the AMA with New APR. This includes $904,125 in revenue recognized during the three months ended March 31, 2025, related to the Company’s 5% non-voting equity interest in the ultimate parent of New APR, which carried no associated costs and therefore contributed at a 100% margin. These revenues and the associated margin contribution were not present in the prior year period.

Operating expenses for Q1 2025 increased 9% to $3.10 million compared to $2.86 million for Q1 2024. The increase in expenses is largely attributed to non-cash stock-based compensation charged for restricted stock granted to the executive team on January 1, 2025, under new employment agreements with a three-year cliff vesting schedule. Sales and marketing costs declined as resources were allocated to costs of service and consulting revenues in support of the AMA with New APR. Conversely, research and development expenses rose 11%, reflecting new engineering hires dedicated to supporting the AMA. The Company continues to focus on stabilizing operating expenses while meeting the increased needs of our customers.

Net operating loss for Q1 2025 totaled $1.79 million compared to net operating loss of $2.76 million for Q1 2024. The decrease in loss from operations was primarily the result of increased revenues during the quarter, driven by revenue generated by Duos Energy through the AMA with New APR.

Net loss for Q1 2025 totaled $2.08 million compared to net loss of $2.75 million for Q1 2024. The 24% decrease in net loss was mostly attributed to the increase in revenues generated by Duos Energy through the AMA with New APR as described above.

Cash and cash equivalents at March 31, 2025 totaled $3.80 million compared to $6.27 million at December 31, 2024. In addition, the Company had over $2.68 million in receivables and contract assets for a total of approximately $6.48 million in cash and expected short-term liquidity.

Financial Outlook
At the end of the first quarter, the Company’s contracts in backlog represented approximately $45.4 million in revenue, of which approximately $17.4 million is expected to be recognized in calendar 2025 not including an estimated $7.0 – $8.0 million in expected near-term awards and renewals. The remaining contract backlog consists of multi-year service and software agreements, along with project revenues extending beyond 2025, related to Duos, Duos Edge AI, and Duos Energy.

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

Management Commentary
“I am delighted with the progress we have made in the first quarter and am very impressed at the speed at which the Duos team has adapted to the new opportunities in the Data Center and Power business,” said Chuck Ferry, Duos CEO. “While our Q1 results were anticipated, my expectation is that we will deliver growth, particularly in the second half, as the results of all our initiatives become booked revenues as indicated by the increase in backlog.”

Conference Call
The Company’s management will host a conference call today, May 15, 2025, at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) to discuss these results, followed by a question-and-answer period.

Date: Thursday, May 15, 2025
Time: 4:30 p.m. Eastern time (1:30 p.m. Pacific time)
U.S. dial-in: 877-407-3088
International dial-in: 201-389-0927
Confirmation: 13753649

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

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

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

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

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


DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

		For the Three Months Ended
		March 31,
			2025			2024

REVENUES:
	Technology systems	$	64,684		$	269,855
	Services and consulting		972,751			800,825
	Services and consulting – related parties		3,914,750			–

	Total Revenues		4,952,185			1,070,680

COST OF REVENUES:
	Technology systems		232,264			583,437
	Services and consulting		748,194			392,611
	Services and consulting – related parties		2,658,068			–

	Total Cost of Revenues		3,638,526			976,048

GROSS MARGIN			1,313,659			94,632

OPERATING EXPENSES:
	Sales and marketing		294,975			553,486
	Research and development		424,431			382,142
	General and administration		2,383,881			1,920,050

	Total Operating Expenses		3,103,287			2,855,678

LOSS FROM OPERATIONS			(1,789,628	)		(2,761,046	)

OTHER INCOME (EXPENSES):
Interest expense			(322,577	)		(445	)
Other income, net			32,542			9,182

	Total Other Income (Expenses), net		(290,035	)		8,737

NET LOSS		$	(2,079,663	)	$	(2,752,309	)


Basic and Diluted Net Loss Per Share		$	(0.18	)	$	(0.38	)


Weighted Average Shares-Basic and Diluted			11,390,016			7,306,949

DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

		March 31,			December 31,
			2025			2024
		(Unaudited)
ASSETS
CURRENT ASSETS:
	Cash	$	3,799,281		$	6,266,296
	Accounts receivable, net		215,060			109,007
	Accounts receivable, net – related parties		1,760,625			294,434
	Contract assets		700,458			635,774
	Inventory		520,122			605,356
	Prepaid expenses and other current assets		468,252			176,338
	Note receivable, net		–			–

	Total Current Assets		7,463,798			8,087,205

	Inventory – non current		196,315			196,315
	Property and equipment, net		3,300,754			2,771,779
	Operating lease right of use asset – Office Lease		3,937,256			4,028,397
	Financing lease right of use asset – Edge Data Centers		1,943,547			2,019,180
	Security deposit		500,000			500,000

OTHER ASSETS:
	Equity Method Investment – Sawgrass APR Holdings LLC		7,233,000			7,233,000
	Intangible Asset, net		9,043,996			9,592,118
	Patents and trademarks, net		133,714			127,300
	Software development costs, net		334,960			403,383
	Total Other Assets		16,745,670			17,355,801

TOTAL ASSETS		$	34,087,340		$	34,958,677

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
	Accounts payable	$	698,518		$	969,822
	Notes payable – financing agreements		129,914			17,072
	Accrued expenses		451,130			373,251
	Operating lease obligation – Office Lease -current portion		803,536			798,556
	Financing lease obligations – Edge Data Centers – current portion		487,695			367,451
	Notes payable, net of discount – related parties		1,027,707			1,758,396
	Contract liabilities, current		3,001,352			3,188,518
	Contract liabilities, current – related parties		7,366,500			8,616,500

	Total Current Liabilities		13,966,352			16,089,566

	Contract liabilities, less current portion		6,851,513			7,399,634
	Contract liabilities, less current portion – related parties		2,712,375			3,616,500
	Operating lease obligation – Office Lease, less current portion		3,767,106			3,867,042
	Financing lease obligations – Edge Data Centers, less current portion		1,638,040			1,724,604

	Total Liabilities		28,935,386			32,697,346

Commitments and Contingencies (Note 8)

STOCKHOLDERS’ EQUITY:
	Preferred stock: $0.001 par value, 10,000,000 authorized, 9,441,000 shares available to be designated
	Series A redeemable convertible preferred stock, $10 stated value per share,		–			–
	500,000 shares designated; 0 and 0 issued and outstanding at March 31, 2025 and December 31, 2024, respectively,
	convertible into common stock at $6.30 per share
	Series B convertible preferred stock, $1,000 stated value per share,		–			–
	15,000 shares designated; 0 and 0 issued and outstanding at March 31, 2025
	and December 31, 2024, respectively, convertible into common stock at $7 per share
	Series C convertible preferred stock, $1,000 stated value per share,		–			–
	5,000 shares designated; 0 and 0 issued
	and outstanding at March 31, 2025 and December 31, 2024, respectively,
	convertible into common stock at $5.50 per share
	Series D convertible preferred stock, $1,000 stated value per share,		1			1
	4,000 shares designated; 999 and 1,299 issued
	and outstanding at March 31, 2025 and December 31, 2024, respectively,
	convertible into common stock at $3.00 per share
	Series E convertible preferred stock, $1,000 stated value per share,
	30,000 shares designated; 13,500 and 13,500 issued
	and outstanding at March 31, 2025 and December 31, 2024, respectively,		14			14
	convertible into common stock at $2.61 per share
	Series F convertible preferred stock, $1,000 stated value per share,
	5,000 shares designated; 0 and 0 issued
	and outstanding at March 31, 2025 and December 31, 2024, respectively,		–			–
	convertible into common stock at $6.20 per share

	Common stock: $0.001 par value; 500,000,000 shares authorized,
	11,655,229 and 8,922,576 shares issued, 11,653,905 and 8,921,252		11,654			8,921
	shares outstanding at March 31, 2025 and December 31, 2024, respectively
	Additional paid-in-capital		81,745,409			76,777,856
	Accumulated deficit		(76,447,672	)		(74,368,009	)
	Sub-total		5,309,406			2,418,783
	Less: Treasury stock (1,324 shares of common stock
	at March 31, 2025 and December 31, 2024)		(157,452	)		(157,452	)
Total Stockholders’ Equity			5,151,954			2,261,331

Total Liabilities and Stockholders’ Equity		$	34,087,340		$	34,958,677

DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the Three Months Ended
	March 31,
		2025			2024

Cash from operating activities:
Net loss	$	(2,079,663	)	$	(2,752,309	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		712,388			158,208
Inventory write-off		25,000			–
Stock based compensation		995,647			159,320
Stock issued for services		50,000			37,500
Amortization of debt discount related to warrant liabilities		269,311			–
Amortization of operating lease right of use asset – Office Lease		91,142			83,348
Amortization of lease right of use asset – Edge Data Centers		75,633			–
Changes in assets and liabilities:
Accounts receivable		(106,053	)		866,373
Accounts receivable-related parties		(1,466,191	)		–
Note receivable		–			(1,875	)
Contract assets		(64,684	)		(270,099	)
Inventory		10,624			23,828
Prepaid expenses and other current assets		(42,467	)		57,944
Accounts payable		(271,304	)		(415,718	)
Accrued expenses		77,879			76,370
Operating lease obligation – Office Lease		(94,956	)		(82,306	)
Lease obligations – Edge Data Centers		33,680			–
Contract liabilities		(2,889,411	)		26,697

Net cash used in operating activities		(4,673,425	)		(2,032,719	)

Cash flows from investing activities:
Purchase of patents/trademarks		(9,264	)		(980	)
Purchase of fixed assets		(572,359	)		(8,830	)

Net cash used in investing activities		(581,623	)		(9,810	)

Cash flows from financing activities:
Repayments on financing agreements		(136,606	)		(130,535	)
Repayments of notes payable, related parties		(1,000,000	)		–
Proceeds from common stock issued		3,954,940			–
Proceeds from excercise of stock options		107,925			–
Stock issuance cost		(138,226	)		(36,188	)
Proceeds from preferred stock issued		–			2,745,002

Net cash provided by financing activities		2,788,033			2,578,279

Net increase (decrease) in cash		(2,467,015	)		535,750
Cash, beginning of period		6,266,296			2,441,842
Cash, end of period	$	3,799,281		$	2,977,592

Supplemental Disclosure of Cash Flow Information:
Interest paid	$	3,865		$	–
Taxes paid	$	15,945		$	–

Supplemental Non-Cash Investing and Financing Activities:
Notes issued for financing of insurance premiums	$	249,448		$	272,322
Transfer of inventory to fixed assets	$	49,609		$	–

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/9b5abe56-f21b-4ee5-9a09-7f9852d9bd2b

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

The MIL Network –

May 16, 2025

MIL-OSI: Fluent Announces First Quarter 2025 Financial Results; Strategic Pivot Accelerates with Growth of Commerce Media Solutions

Source: GlobeNewswire (MIL-OSI)

Revenue of $55.2 million for Q1 2025
Q1 2025 Commerce Media Solutions revenue grew 99% to $12.7 million representing 23% of consolidated revenue from $6.4 million or 10% of consolidated revenue in Q1 2024 with gross profit margin (exclusive of depreciation and amortization) of 22% in Q1 2025 compared to 21% for the consolidated business
Commerce Media Solutions annual revenue run rate now exceeds $65 million, reflecting an 8% quarter-over-quarter increase and strong momentum in executing the Company’s strategic pivot to this higher growth market
Subsequent to the first quarter, the Company announced a strategic partnership with Rebuy Engine to launch Rebuy Ads powered by Fluent, providing post-purchase advertising for Shopify merchants

NEW YORK, May 15, 2025 (GLOBE NEWSWIRE) — Fluent, Inc. (NASDAQ: FLNT), a commerce media solutions provider, today reported unaudited financial results for the first quarter ended March 31, 2025.

Don Patrick, Fluent’s Chief Executive Officer, commented, “Our first quarter results showed the fifth consecutive quarter of strong year-over-year growth in our Commerce Media Solutions business. As we continue to execute on our strategic pivot to focus on what we see as a core, long-term growth opportunity in the commerce media marketplace, this segment has been the foundational driver of our evolving model, achieving nearly triple-digit year-over-year growth since its launch in early 2023. Underscoring our growth are the impressive partnerships with top-tier media partners and advertisers across a diverse range of market verticals. After the close of the first quarter we announced a breakthrough partnership with Rebuy Engine, a leading ecommerce personalization platform for Shopify brands. With the combined expertise of both companies, Rebuy Ads powered by Fluent is set to redefine how Shopify merchants engage with performance-driven advertising.”

Mr. Patrick continued, “While Commerce Media Solutions is performing exceptionally well, we experienced some additional attrition in our Owned and Operated business primarily due to a reduction in media supply, particularly from social media. This trend has continued into the second quarter. To address this, we’re actively expanding our supply channels to mitigate long-term impacts. Importantly, as we continue efforts to stabilize this cash-flow positive Owned and Operated business, it remains a productive driver of our Commerce Media Solutions growth strategy. With the growth of our Commerce Media Solutions business and shifting revenue mix, we anticipate consolidated second quarter revenue to remain in line with the first quarter of 2025.”

“Overall, we’re encouraged by our progress in the quarter, and with our visibility today, we expect to continue driving meaningful growth in our Commerce Media Solutions business through 2025 as we build a more predictable and valuable business for our shareholders,” Mr. Patrick concluded.

First Quarter Financial Highlights

Revenue of $55.2 million, a decrease of 16%, compared to $66.0 million in Q1 2024
- Owned and Operated revenue decreased 30% to $31.1 million compared to $44.7 million in Q1 2024 as the Company continued its shift in focus and revenue mix to higher margin Commerce Media Solutions
- Commerce Media Solutions revenue increased 99% to $12.7 million compared to $6.4 million in Q1 2024
Net loss of $8.3 million, or $0.39 per share, compared to a net loss of $6.3 million, or $0.45 per share, for Q1 2024.
Gross profit (exclusive of depreciation and amortization) of $11.4 million, a decrease of 39% over Q1 2024 and representing 21% of revenue. The Company’s growing Commerce Media Solutions business reported gross profit (exclusive of depreciation and amortization) of $2.8 million, an increase of 54% over Q1 2024 and representing 22% of revenue for Q1 2025.
Media margin of $13.7 million, a decrease of 38% over Q1 2024 and representing 24.9% of revenue. The Company’s growing Commerce Media Solutions business reported media margin of $3.1 million, an increase of 56% over Q1 2024 and representing 24.6% for if revenue for Q1 2025.
Adjusted EBITDA of negative $3.1 million, a decrease of $3.7 million compared to Q1 2024 and representing 5.6% of revenue
Adjusted net loss of $6.7 million, or $0.31 per share, compared to $4.2 million, or $0.30 per share, for Q1 2024

Business Outlook & Goals

Further establish Fluent’s Commerce Media Solutions business as a leader in the performance marketing sector among both media partners and advertisers to capitalize on the growing demand for this advertising channel across numerous high-volume market verticals.
Drive revenue growth, improvement in net loss as compared to 2024, and positive adjusted EBITDA for full-year 2025 supported by the growth of Fluent’s Commerce Media Solutions. These improvements are expected to occur in the second half of 2025 as Commerce Media Solutions continues to scale as a percentage of consolidated revenue.
Leverage 14-year leadership position at the forefront of customer acquisition and robust database of first-party user data to differentiate Fluent from competitors in the commerce media space.

Conference Call

Fluent, Inc. will host a conference call on Thursday, May 15, 2025, at 4:30 PM ET to discuss its 2025 first quarter financial results. The conference call can be accessed by phone after registering online at https://register-conf.media-server.com/register/BI2c18ceec43da4e809374edc6b958fefe. The call will also be webcast simultaneously on the Fluent website at https://investors.fluentco.com/. Following the completion of the earnings call, a recorded replay of the webcast will be available for those unable to participate. To listen to the telephone replay, please connect via https://edge.media-server.com/mmc/p/qsf7a838. The replay will be available for one year, via the Fluent website https://investors.fluentco.com.

About Fluent, Inc.

Fluent, Inc. (NASDAQ: FLNT) is a commerce media solutions provider connecting top-tier brands with highly engaged consumers. Leveraging exclusive ad inventory, robust first-party data, and proprietary machine learning, Fluent unlocks additional revenue streams for partners and empowers advertisers to acquire their most valuable customers at scale. Founded in 2010, Fluent uses its deep expertise in performance marketing to drive monetization and increase engagement at key touchpoints across the customer journey. For more insights visit http://www.fluentco.com/.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

The matters contained in this press release may be considered to be “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Such statements include statements regarding the intent, belief or current expectations or anticipations of Fluent and members of our management team. Factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include the following:

	•	Compliance with the covenants of our credit agreement in light of current business conditions, the current uncertainty of which raises substantial doubt about our ability to continue as a going concern;
	•	Ability to operate in a competitive, rapidly changing and highly regulated industry, which makes it difficult to evaluate our business and prospects
	•	Dependence on the gaming industry;
	•	Unfavorable publicity and negative public perception about the digital marketing industry or us;
	•	A sudden reduction in online marketing spend by our clients, a loss of clients or lower advertising yields;
	•	Credit risk from certain clients
	•	Our relative inexperience in the post-transaction commerce media business, which is currently dominated by a major player;
	•	Our need to continue investing in technology for our Commerce Media Solutions business;
	•	Our competitive disadvantage because we are more selective in our traffic sources;
	•	A decline in the supply of media available to us through third parties or an increase in the price of such media;
	•	Ability to remain competitive with the shift to mobile applications and our use of CRM;
	•	Our increasing reliance upon inbound calls, particularly in the health plan vertical, which we may be unable to obtain cost effectively obtain in the future;
	•	Difficulty managing any future growth or scaling our infrastructure and products quickly enough to meet the needs of our business while maintaining profitability;
	•	Global economic or political instability, including the potential impact of tariffs on our business;
	•	Challenges managing the growth of our operations, including international expansion and the integration of acquired business units or personnel;
	•	Strategic alternatives that could complicate operations or divert management’s attention;
	•	Dependence on our key personnel and ability to attract or retain employees;
	•	Dependence upon third-party service providers and potential liability related to their actions or platform malfunctions;
	•	Compliance with a significant number of governmental laws and regulations, including those regarding telemarketing, email marketing, text messaging, privacy, and data protection;
	•	The outcome of litigation, inquiries, investigations, examinations, or other legal proceedings in which we are or may become involved, or in which our clients or competitors are involved;
	•	Potential sales and use taxes and other taxes on our business;
	•	Our actual or perceived failure to safeguard any personal information or user privacy;
	•	Failure to adequately protect intellectual property rights or allegations of infringement of intellectual property rights;
	•	Potential liability or expenses for legal claims based on the nature and content of the materials we create or distribute, including those provided by third parties, as a creator and a distributor of digital media content;
	•	Our need to raise capital to fund our operations;
	•	Our ability to maintain listing of our securities on The Nasdaq Capital Market;
	•	The volatility of our stock price and concentration of stock ownership;
	•	Potential dilutive effect of any future issuances of shares of our common stock;
	•	Lack of cash dividends for the foreseeable future;
	•	Status of a smaller reporting company and non-accelerated filer, which involves certain reduced governance and disclosure requirements; and
	•	Uncertainty in the acceptance by Shopify merchants of Rebuy Ads powered by Fluent.

These and additional factors to be considered are set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in our other filings with the Securities and Exchange Commission. Fluent undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results or expectations, except as required by law.

FLUENT, INC. CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share and per share data) (unaudited)

	March 31, 2025			December 31, 2024
ASSETS:
Cash and cash equivalents	$	4,828		$	9,439
Accounts receivable, net of allowance for credit losses of $483 and $487, respectively		37,019			46,532
Prepaid expenses and other current assets		8,126			8,729
Restricted cash		1,255			1,255
Total current assets		51,228			65,955
Property and equipment, net		233			304
Operating lease right-of-use assets		1,118			1,570
Intangible assets, net		20,986			21,797
Other non-current assets		3,929			3,991
Total assets	$	77,494		$	93,617
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Accounts payable	$	8,513		$	8,776
Accrued expenses and other current liabilities		19,694			21,905
Deferred revenue		341			556
Current portion of long-term debt		21,801			31,609
Current portion of operating lease liability		1,310			1,836
Total current liabilities		51,659			64,682
Long-term debt, net		—			250
Convertible Notes, at fair value with related parties		3,800			3,720
Operating lease liability, net		—			9
Other non-current liabilities		—			1
Total liabilities		55,459			68,662
Contingencies
Shareholders’ equity:
Preferred stock — $0.0001 par value, 10,000,000 Shares authorized; Shares outstanding — 0 shares for both periods		—			—
Common stock — $0.0005 par value, 200,000,000 Shares authorized; Shares issued — 21,412,255 and 20,791,431, respectively; and Shares outstanding — 20,643,660 and 20,022,836, respectively		47			47
Treasury stock, at cost — 768,595 and 768,595 Shares, respectively		(11,407	)		(11,407	)
Additional paid-in capital		452,459			447,110
Accumulated deficit		(419,064	)		(410,795	)
Total shareholders’ equity		22,035			24,955
Total liabilities and shareholders’ equity	$	77,494		$	93,617

FLUENT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except share and per share data) (unaudited)

	Three Months Ended March 31,
	2025			2024
Revenue	$	55,210		$	65,983
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization)		43,775			47,348
Sales and marketing		4,070			4,812
Product development		3,398			4,840
General and administrative		8,582			10,365
Depreciation and amortization		2,461			2,571
Total costs and expenses		62,286			69,936
Loss from operations		(7,076	)		(3,953	)
Interest expense, net		(880	)		(1,415	)
Fair value adjustment of Convertible Notes with related parties		(80	)		—
Loss before income taxes		(8,036	)		(5,368	)
Income tax expense		(233	)		(908	)
Net loss	$	(8,269	)	$	(6,276	)

Basic and diluted loss per share:
Basic	$	(0.39	)	$	(0.45	)
Diluted	$	(0.39	)	$	(0.45	)

Weighted average number of shares outstanding:
Basic		21,211,439			13,902,165
Diluted		21,211,439			13,902,165

FLUENT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) (unaudited)

	Three Months Ended March 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(8,269	)	$	(6,276	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		2,461			2,571
Non-cash loan amortization expense		176			711
Share-based compensation expense		335			600
Fair value adjustment of Convertible Notes with related parties		80			—
Allowance for credit losses		(4	)		82
Changes in assets and liabilities, net of business acquisitions:
Accounts receivable		9,517			3,028
Prepaid expenses and other current assets		603			(266	)
Other non-current assets		106			100
Operating lease assets and liabilities, net		(83	)		(85	)
Accounts payable		(263	)		(2,125	)
Accrued expenses and other current liabilities		(2,331	)		2,344
Deferred revenue		(215	)		131
Other		(1	)		(947	)
Net cash provided by (used in) operating activities		2,112			(132	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capitalized costs included in intangible assets		(1,570	)		(1,796	)
Net cash used in investing activities		(1,570	)		(1,796	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt, net of debt financing costs		21,841			—
Repayments of long-term debt		(31,869	)		(1,250	)
Debt financing costs		(125	)		(968	)
Proceeds from issuance of pre-funded warrants		5,000			—
Net cash used in financing activities		(5,153	)		(2,218	)
Net decrease in cash, cash equivalents, and restricted cash		(4,611	)		(4,146	)
Cash, cash equivalents, and restricted cash at beginning of period		10,694			15,804
Cash, cash equivalents, and restricted cash at end of period	$	6,083		$	11,658

Definitions, Reconciliations and Uses of Non-GAAP Financial Measures

The following non-GAAP measures are used in this release:

Media margin is defined as that portion of gross profit (exclusive of depreciation and amortization) reflecting variable costs paid for media and related expenses and excluding non-media cost of revenue. Gross profit (exclusive of depreciation and amortization) represents revenue minus cost of revenue (exclusive of depreciation and amortization). Media margin is also presented as a percentage of revenue.

Adjusted EBITDA is defined as net income (loss), excluding (1) income taxes, (2) interest expense, net, (3) depreciation and amortization, (4) share-based compensation expense, (5) loss on early extinguishment of debt, (6) accrued compensation expense for put/call consideration, (7) goodwill impairment, (8) impairment of intangible assets, (9) loss (gain) on disposal of property and equipment, (10) fair value adjustment of Convertible Notes with related parties, (11) acquisition-related costs, (12) restructuring and other severance costs, and (13) certain litigation and other related costs.

Adjusted net income is defined as net income (loss) excluding (1) share-based compensation expense, (2) loss on early extinguishment of debt, (3) accrued compensation expense for put/call consideration, (4) goodwill impairment, (5) impairment of intangible assets, (6) loss (gain) on disposal of property and equipment, (7) fair value adjustment of Convertible Notes with related parties (8) acquisition-related costs, (9) restructuring and other severance costs, and (10) certain litigation and other related costs. Adjusted net income is also presented on a per share (basic and diluted) basis.

Below is a reconciliation of media margin from gross profit (exclusive of depreciation and amortization), which we believe is the most directly comparable U.S. GAAP measure.

	Three Months Ended March 31,
(In thousands, except percentages)	2025			2024
Revenue	$	55,210		$	65,983
Less: Cost of revenue (exclusive of depreciation and amortization)		43,775			47,348
Gross profit (exclusive of depreciation and amortization)	$	11,435		$	18,635
Gross profit (exclusive of depreciation and amortization) % of revenue		21	%		28	%
Non-media cost of revenue ⁽¹⁾		2,296			3,504
Media margin	$	13,731		$	22,139
Media margin % of revenue		24.9	%		33.6	%

(1) Represents the portion of cost of revenue (exclusive of depreciation and amortization) not attributable to variable costs paid for media and related expenses.

Below is a reconciliation of media margin from gross profit (exclusive of depreciation and amortization), which we believe is the most directly comparable U.S. GAAP measure, for Commerce Media Solutions.

	Three Months Ended March 31,
(In thousands, except percentages)	2025			2024
Revenue	$	12,660		$	6,376
Less: Cost of revenue (exclusive of depreciation and amortization)		9,847			4,553
Gross profit (exclusive of depreciation and amortization)	$	2,813		$	1,823
Gross profit (exclusive of depreciation and amortization) % of revenue		22	%		29	%
Non-media cost of revenue ⁽¹⁾		298			175
Media margin	$	3,111		$	1,998
Media margin % of revenue		24.6	%		31.3	%

(1) Represents the portion of cost of revenue (exclusive of depreciation and amortization) not attributable to variable costs paid for media and related expenses.

Below is a reconciliation of adjusted EBITDA from net loss, which we believe is the most directly comparable U.S. GAAP measure.

	Three Months Ended March 31,
(In thousands)	2025			2024
Net loss	$	(8,269	)	$	(6,276	)
Income tax expense		233			908
Interest expense, net		880			1,415
Depreciation and amortization		2,461			2,571
Share-based compensation expense		335			600
Fair value adjustment of Convertible Notes with related parties		80			—
Acquisition-related costs⁽¹⁾		(119	)		782
Restructuring and other severance costs		1,315			665
Adjusted EBITDA	$	(3,084	)	$	665

(1	)	Balance includes compensation expense related to non-compete agreements and earn-out expense incurred as a result of business combinations. The earn-out expense was ($119) and $151 for the three months ended March 31, 2025 and 2024, respectively.

Below is a reconciliation of adjusted net income and the related measure of adjusted net income per share from net income (loss), which we believe is the most directly comparable U.S. GAAP measure.

	Three Months Ended March 31,
(In thousands, except share and per share data)	2025			2024
Net loss	$	(8,269	)	$	(6,276	)
Share-based compensation expense		335			600
Fair value adjustment of Convertible Notes with related parties		80			—
Acquisition-related costs⁽¹⁾		(119	)		782
Restructuring and other severance costs		1,315			665
Adjusted net loss	$	(6,658	)	$	(4,229	)
Adjusted net loss per share:
Basic	$	(0.31	)	$	(0.30	)
Diluted	$	(0.31	)	$	(0.30	)
Weighted average number of shares outstanding:
Basic		21,211,439			13,902,165
Diluted		21,211,439			13,902,165

(1	)	Balance includes compensation expense related to non-compete agreements and earn-out expense incurred as a result of business combinations. The earn-out expense was ($119) and $151 for the three months ended March 31, 2025 and 2024, respectively.

We present media margin, adjusted EBITDA, and adjusted net income as supplemental measures of our financial and operating performance because we believe they provide useful information to investors. More specifically:

Media margin, as defined above, is a measure of the efficiency of the Company’s operating model. We use media margin and the related measure of media margin as a percentage of revenue as primary metrics to measure the financial return on our media and related costs, specifically to measure the degree by which the revenue generated from our digital marketing services exceeds the cost to attract the consumers to whom offers are made through our services. Media margin is used extensively by our management to manage our operating performance, including evaluating operational performance against budgeted media margin and understanding the efficiency of our media and related expenditures. We also use media margin for performance evaluations and compensation decisions regarding certain personnel.

Adjusted EBITDA, as defined above, is another primary metric by which we evaluate the operating performance of our business, on which certain operating expenditures and internal budgets are based and by which, in addition to media margin and other factors, our senior management is compensated. The first three adjustments represent the conventional definition of EBITDA, and the remaining adjustments are items recognized and recorded under U.S. GAAP in particular periods but might be viewed as not necessarily coinciding with the underlying business operations for the periods in which they are so recognized and recorded. These adjustments include certain litigation and other related costs associated with legal matters outside the ordinary course of business. We consider items one-time in nature if they are non-recurring, infrequent or unusual and have not occurred in the past two years or are not expected to recur in the next two years, in accordance with SEC rules. There were no adjustments for one-time items in the periods presented.

Adjusted net income, as defined above, excludes certain items that are recognized and recorded under U.S. GAAP in particular periods but might be viewed as not necessarily coinciding with the underlying business operations for the periods in which they are so recognized and recorded. We believe adjusted net income affords investors a different view of the overall financial performance of the Company than adjusted EBITDA and the U.S. GAAP measure of net (loss) income.

Media margin, adjusted EBITDA, adjusted net income, and adjusted net income per share are non-GAAP financial measures with certain limitations regarding their usefulness. They do not reflect our financial results in accordance with U.S. GAAP, as they do not include the impact of certain expenses that are reflected in our condensed consolidated statements of operations. Accordingly, these metrics are not indicative of our overall results or indicators of past or future financial performance. Further, they are not financial measures of profitability and are neither intended to be used as a proxy for the profitability of our business nor to imply profitability. The way we measure media margin, adjusted EBITDA, and adjusted net income may not be comparable to similarly titled measures presented by other companies and may not be identical to corresponding measures used in our various agreements.

Annual Revenue Run Rate

Annual Revenue Run Rate is an operational metric that represents the annualized revenue of the Company’s media partnerships at current monetization levels, as of the end of the reporting period. The Company calculates Annual Revenue Run Rate as follows:

Media partners within Commerce Media Solutions with an active contract are assessed and assigned an annual media volume estimate based on the active term of the contract and the monetization rate at the end of the reporting period. The Company considers a media partner contract to be active when the contractual term commences (the “start date”) until its right to serve the partner’s commerce traffic ends. Even if the contract with the customer is executed before the start date, the contract will not count toward Annual Revenue Run Rate until the media partner’s right to receive the benefit of the services has commenced.
As Annual Revenue Run Rate includes only contracts that are active at the end of the reporting period, it does not reflect assumptions or estimates regarding new business. For contracts expiring within 12 months of the period-end calculation date, Annual Revenue Run Rate does reflect expectations of renewal.
The Company’s Commerce Media Solutions platform provides the technology to effectively monetize the partner’s media by placing relevant ads at a contracted moment of consumer engagement. Although from inception to date, improvements in the platform’s AI-powered technology have consistently driven increased rates of monetization, for the purpose of Annual Revenue Run Rate, the Company assumes a consistent monetization level to that as measured on each media partner at the end of the reporting period.

The way the Company measures Annual Revenue Run Rate may not be comparable to similarly titled measures presented by other companies and should not be viewed as a projection of future revenue.

Contact Information:
Investor Relations
Fluent, Inc.
InvestorRelations@fluentco.com

The MIL Network –

May 16, 2025

MIL-OSI: BIO-key Reports Q1’25 Revenue of $1.6M and Improved Cash Position of $3.1M; Hosts Investor Call Tomorrow, Friday May 16th at 10am ET

Source: GlobeNewswire (MIL-OSI)

HOLMDEL, N.J., May 15, 2025 (GLOBE NEWSWIRE) — BIO-key ® International, Inc. (Nasdaq: BKYI), an innovative provider of workforce and customer Identity and Access Management (IAM) solutions featuring passwordless, phoneless and tokenless Identity-Bound Biometric (IBB) authentication, announced results for its first quarter (Q1’25). BIO-key will host an investor call tomorrow, Friday, May 16th at 10:00am ET (details below).

BIO-key CEO, Mike DePasquale commented, “Our revenue rose approximately 10% sequentially vs. Q4’24, as we continue our transition to selling high-margin BIO-key branded products in Europe, the Middle East and Africa (EMEA). Year-over-year revenue decreased 25% due to a $1.2M two-year contract with a long-term financial services customer we closed in Q1’24, as compared to $690k recorded in Q1’25 from the customer’s addition of incremental biometric capabilities. We expect revenue from this customer to increase significantly in the next two-year period commencing in 2026, due to their expanding deployment and the addition of our one-to-many fingerprint-only biometric ID system that requires no card or account number for client Identification.

“Our gross margin remained healthy in Q1 at 83%, and we reduced our selling, general and administrative expense by 23% year-over-year. Our cash position increased substantially to $3.1M reflecting proceeds from warrant exercises early in Q1’25. Since December 31, we have also reduced the principal balance on our outstanding note payable. These balance sheet improvements provide solid footing for BIO-key as we pursue new growth opportunities.”

Q1 Highlights

Mr. DePasquale continued, “Moving forward, we are seeing growing traction for our identity bound biometric solutions in defense/security and financial services applications that require the highest levels of security. In these use cases, our customers are drawn to our unique ability to authenticate the individual seeking data or network access rather than alternate factors that are far more prone to being compromised. We now support secure biometric authentication for a number of national and international defense and police organizations and are working to leverage these powerful endorsements in our business development efforts.

“We continue to build our base of government and government related customers who appreciate the flexibility, ease of use and ability to support multiple authentication factors that create a compelling return on investment profile. We see growing interest in our unique passwordless, phoneless and tokenless authentication solutions, which meet the most pressing security and usability challenges.

“We have built a solid presence in state, local and educational (SLED) markets domestically, as we now serve over 100 institutions with over 4M end users. In Q1’25 the Wyoming Department of Education deployed PortalGuard IDaaS, adding up to 20,000 SaaS end users. Additionally, many existing higher ed customers are migrating from our on-premises solution to PortalGuard IDaaS, further expanding our base of recurring revenue.

“Building on this, we executed a strategic partnership and Joint Purchase Agreement in Q1’25 with California’s Education Technology Joint Powers Authority (Ed Tech JPA), resulting in PortalGuard becoming an approved solution for the alliance’s 195 K-12 schools and districts, servicing over 2.6M students. Importantly, BIO-key solutions are uniquely positioned to comply with California’s Phone-Free Schools Act (AB-1326) policies limiting or prohibiting smartphone use in schools by July 2026. Most competing solutions rely on phone authenticators or hardware security keys, neither of which are practical solutions for schools.

“From a strategic standpoint, we are excited about the revenue and margin potential in EMEA now that we have refocused our efforts on BIO-key solutions in those markets. Our transition away from Swivel Secure licensed solutions beginning in the second half of 2024 resulted in some challenging year-over-year revenue comparisons but we fully expect to return our EMEA performance to growth and enhanced margins over the remainder of 2025.

“Based on the security, flexibility, ease of deployment and compelling ROI provided by our solutions, we feel well positioned to deliver improved top- and bottom-line results in 2025. However, given the timing of large customer orders or renewals, our financial performance is likely to fluctuate on a quarter-to-quarter basis. Given increasing interest in our biometric solutions, growing adoption of passwordless, phoneless and tokenless IAM solutions, our improved balance sheet, strong margin profile, and revenue traction in EMEA markets, we are very optimistic about our growth outlook. We also continue to seek opportunities to reduce costs and lower our breakeven level to support our path to positive cash flow and profitability.”

Financial Results

Total revenues decreased to $1,607,159 in Q1’25 from $2,181,203, mainly due to the impact of $1.2M in Q1’24 revenue from a 2-year renewal contract with a long-term financial services customer vs. $690k from this customer in Q1’25. License fee revenue decreased to $1,098,758 in Q1’25 from $1,950,434 a year ago, reflecting the variance in revenue from the long-term financial services customer, as well as the impact on revenue of transitioning from selling third-party Swivel Secure products and services to BIO-key products, in the EMEA region.

Service revenues increased to $272,598 in Q1’25 from $213,122 in Q1’24, including approximately $265,000 and $193,000, respectively, of recurring maintenance and support revenue, and $8,000 and $20,000, respectively, of non-recurring custom services revenue. The recurring revenue increase of $72,000 or 37% was due to incremental support services for a large customer service agreement. Non-recurring custom services decreased due to the removal of a large Swivel Secure customer.

Hardware sales increased to $235,803 in Q1’25 from $17,647 in Q1’24, due largely to increased purchases of fingerprint biometric scanners in support of certain customers’ expanded deployments in Q1’25.

Gross profit decreased to $1,327,661 in Q1’25 from $1,881,560 in Q1’24, reflecting gross margins of 82.6% and 86.3%, respectively. The gross profit decline is due primarily to lower revenue in Q1’25 as well as the impact of higher levels of lower margin hardware revenue.

BIO-key reduced its Q1’25 operating expenses by $422,195 to $1,968,299 from $2,390,494 in Q1’24, due to reductions of $410,449 in SG&A and $11,746 in research, development and engineering. Q1’25 SG&A expenses decreased 23% to $1,372,524 from $1,782,973 in Q1’24, reflecting reductions in administration, sales personnel costs, and professional service fees. The RD&E decrease was due primarily to lower rent costs.

Reflecting lower revenues which was partially offset by lower operating costs, BIO-key’s Q1’25 net loss increased to $736,545, or ($0.16) per share, as compared to $510,285, or ($0.32) per share, in Q1’24.

Balance Sheet

As of March 31, 2025, BIO-key’s total current assets improved to $4.6M, including $3.1M of cash and cash equivalents, $0.8M of net accounts receivable and due from factor, and approximately $358,000 of inventory. This compares to total current assets of $1.9M at December 31, 2024, including approximately $438,000 of cash and cash equivalents, $0.8M of net accounts receivable and due from factor, and $378,000 of inventory.

Conference Call Details

Date / Time:	Friday, May 16th at 10 a.m. ET
Call Dial In #:	1-877-418-5460 U.S. or 1-412-717-9594 Int’l
Live Webcast / Replay:	Webcast & Replay Link – Available for 3 months.
Audio Replay:	1-877-344-7529 U.S. or 1-412-317-0088 Int’l; code 6501265

About BIO-key International, Inc. (www.BIO-key.com)

BIO-key is revolutionizing authentication and cybersecurity with biometric-centric, multi-factor identity and access management (IAM) software securing access for over forty million users. BIO-key allows customers to choose the right authentication factors for diverse use cases, including phoneless, tokenless, and passwordless biometric options. Its hosted or on-premise PortalGuard IAM solution provides cost-effective, easy-to-deploy, convenient, and secure access to computers, information, applications, and high-value transactions.

BIO-key Safe Harbor Statement

All statements contained in this press release other than statements of historical facts are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 (the “Act”). The words “estimate,” “project,” “intends,” “expects,” “anticipates,” “believes” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are made based on management’s beliefs, as well as assumptions made by, and information currently available to, management pursuant to the “safe-harbor” provisions of the Act. These statements are not guarantees of future performance or events and are subject to risks and uncertainties that may cause actual results to differ materially from those included within or implied by such forward-looking statements. These risks and uncertainties include, without limitation, our history of losses and limited revenue; our ability to raise additional capital to satisfy working capital needs; our ability to continue as a going concern; our ability to protect our intellectual property; changes in business conditions; changes in our sales strategy and product development plans; changes in the marketplace; continued services of our executive management team; security breaches; competition in the biometric technology and identity access management industries; market acceptance of biometric products generally and our products under development; our ability to convert sales opportunities to customer contracts; our ability to expand into Asia, Africa and other foreign markets; our ability to migrate Swivel Secure customers to BIO-key and Portal Guard offerings; our ability to execute definitive agreements with Fiber Food Systems and/or its customers to utilize our access management solutions; our ability to integrate our solutions into any of Fiber Food System’s offerings; fluctuations in foreign currency exchange rates; the duration and extent of continued hostilities in Ukraine and its impact on our European customers; the impact of tariffs and other trade barriers which may make it more costly for us to import inventory from China and Hong Kong and certain product components from South Korea; delays in the development of products, the commercial, reputational and regulatory risks to our business that may arise as a consequence of the restatement of our financial statements, including any consequences of non-compliance with Securities and Exchange Commission and Nasdaq periodic reporting requirements; our temporary loss of the use of a Registration Statement on Form S-3 to register securities in the future; any disruption to our business that may occur on a longer-term basis should we be unable to continue to maintain effective internal controls over financial reporting, and statements of assumption underlying any of the foregoing as well as other factors set forth under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to disclose any revision to these forward-looking statements whether as a result of new information, future events, or otherwise.

Engage with BIO-key

Investor Contacts

William Jones, David Collins
Catalyst IR
BKYI@catalyst-ir.com or 212-924-9800

BIO-KEY INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

	Three Months Ended
	March 31,
	2025			2024
Revenues
Services	$	272,598		$	213,122
License fees		1,098,758			1,950,434
Hardware		235,803			17,647
Total revenues		1,607,159			2,181,203
Costs and other expenses
Cost of services		98,144			138,849
Cost of license fees		72,885			148,221
Cost of hardware		108,469			12,573
Total costs and other expenses		279,498			299,643
Gross profit		1,327,661			1,881,560

Operating Expenses
Selling, general and administrative		1,372,524			1,782,973
Research, development and engineering		595,775			607,521
Total Operating Expenses		1,968,299			2,390,494
Operating loss		(640,638	)		(508,934	)
Other income (expense)
Interest income		3			5
Loan fee amortization		(60,000	)		–
Interest expense		(35,910	)		(1,356	)
Total other income (expense), net		(95,907	)		(1,351	)

Loss before provision for income tax		(736,545	)		(510,285	)

Provision for (income tax) tax benefit		–			–

Net loss	$	(736,545	)	$	(510,285	)

Comprehensive loss:
Net loss	$	(736,545	)	$	(510,285	)
Other comprehensive income (loss) – Foreign currency translation adjustment		6,803			(62,275	)
Comprehensive loss	$	(729,742	)	$	(572,560	)

Basic and Diluted Loss per Common Share	$	(0.16	)	$	(0.32	)

Weighted Average Common Shares Outstanding:
Basic and diluted		4,702,421			1,615,323

BIO-KEY INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2025			2024
	(Unaudited)
ASSETS
Cash and cash equivalents	$	3,133,752		$	437,604
Accounts receivable, net		803,277			718,229
Due from factor		40,450			74,170
Inventory		357,842			378,307
Prepaid expenses and other		254,285			278,648
Total current assets		4,589,606			1,886,958
Equipment and leasehold improvements, net		122,986			140,198
Capitalized contract costs, net		375,705			409,426
Deposits and other assets		7,976			7,976
Operating lease right-of-use assets		67,142			73,372
Investments		5,000,000			5,000,000
Intangible assets, net		1,020,261			1,097,630
Total non-current assets		6,594,070			6,728,602
TOTAL ASSETS	$	11,183,676		$	8,615,560

LIABILITIES
Accounts payable	$	568,836		$	818,187
Accrued liabilities		1,042,411			1,278,732
Note payable		762,151			1,525,977
Government loan – BBVA Bank, current portion		138,667			132,731
Deferred revenue, current		928,291			773,267
Operating lease liabilities, current portion		25,260			24,642
Total current liabilities		3,465,616			4,553,536
Deferred revenue, long term		136,931			196,237
Government loan – BBVA Bank – net of current portion		11,666			44,762
Operating lease liabilities, net of current portion		42,410			48,994
Total non-current liabilities		191,007			289,993
TOTAL LIABILITIES		3,656,623			4,843,529

Commitments and Contingencies

STOCKHOLDERS’ EQUITY

Common stock — authorized, 170,000,000 shares; issued and outstanding; 5,814,041 and 3,715,483 of $.0001 par value at March 31, 2025 and December 31, 2024, respectively		582			372
Additional paid-in capital		137,514,825			133,030,271
Accumulated other comprehensive loss		56,093			49,290
Accumulated deficit		(130,044,447	)		(129,307,902	)
TOTAL STOCKHOLDERS’ EQUITY		7,527,053			3,772,031
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	11,183,676		$	8,615,560

BIO-KEY INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Three Months Ended March 31,
	2025			2024

CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(736,545	)	$	(510,285	)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation		21,782			23,808
Amortization of intangible assets		76,245			78,005
Amortization of capitalized contract costs		46,545			38,665
Amortization of Note Payable		60,000			–
Interest payable on Note		35,173			–
Operating leases right-of-use assets		6,230			13,686
Share and warrant-based compensation for employees and consultants		52,488			47,790
Stock based directors’ fees		9,002			9,003
Bad debts		15,000			100,000
Change in assets and liabilities:
Accounts receivable		(85,048	)		399,749
Due from factor		33,720			91,070
Capitalized contract costs		(12,824	)		(158,005	)
Inventory		20,465			5,545
Prepaid expenses and other		24,363			(63,513	)
Accounts payable		(259,571	)		(116,012	)
Accrued liabilities		(236,321	)		(104,257	)
Deferred revenue		95,718			455,868
Operating lease liabilities		(1,734	)		(14,033	)
Net cash used in operating activities		(835,312	)		297,084
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(4,570	)		(1,869	)
Net cash used in investing activities		(4,570	)		(1,869	)
CASH FLOW FROM FINANCING ACTIVITIES:
Offering costs		(248,783	)		(13,470	)
Proceeds for exercise of warrants		3,813,057			1,400
Receipt of cash from Employee stock purchase plan		–			–
Repayment of government loan		(35,047	)		(41,821	)
Net cash used in financing activities		3,529,227			(53,891	)

Effect of exchange rate changes		6,803			(62,275	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		2,696,148			179,049
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		437,604			511,400
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3,133,752		$	690,449

The MIL Network –

May 16, 2025

MIL-OSI: Caliber Reports First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

SCOTTSDALE, Ariz., May 15, 2025 (GLOBE NEWSWIRE) — Caliber (NASDAQ: CWD; “CaliberCos Inc.”), a real estate investor, developer, and asset manager, today reported results for the first quarter ended on March 31, 2025.

First Quarter 2025 Platform Financial Highlights (compared to First Quarter 2024)

Platform revenue of $3.5 million, compared to $4.7 million
- Asset management revenue of $3.5 million drove the stated results
- No significant performance allocations were earned, compared to prior period
Platform net loss of $4.1 million, or $3.59 per diluted share, compared to Platform net loss of $3.6 million, or $3.30 per diluted share
Platform Adjusted EBITDA loss of $1.4 million, compared to Platform Adjusted EBITDA loss of $1.7 million

Management Commentary

“Building on the narrowed strategy we outlined earlier this year, Caliber is now actively executing with a focus in hospitality, multifamily, and multi-tenant industrial real estate,” said Chris Loeffler, CEO of Caliber. “While our Q1 results reflect some of the transitional costs associated with this shift, our recent business developments set the stage for success.

“Our recently announced partnership with Hyatt is a tremendous win for Caliber. The announcement is also a vote of confidence from an industry leader that provides a strategic advantage in building our Caliber Hospitality portfolio.

“Our strategy is to continue focusing on fee-generating, income-producing assets while reducing our exposure to long-duration development projects. We have also strengthened our liquidity through new equity offerings, strengthened our balance sheet through financing, and improved our operating efficiency.”

Business Update

The following are key milestones completed both during and subsequent to the first quarter ended March 31, 2025.

On March 17, 2025, Caliber announced an offering of Series AA Cumulative Redeemable Preferred Stock had been qualified by the U.S. Securities and Exchange Commission (“SEC”) and that the Company is seeking to raise up to $20 million through the offering.
On March 27, 2025, Caliber announced the launch of its 1031 Exchange Program, a tax-deferral strategy that allows real estate investors to sell a property and reinvest all of the proceeds into a like-kind property while deferring capital gains taxes.
On April 22, 2025, Caliber announced the recent Phoenix City Council’s unanimous approval of the Company’s Canyon Village redevelopment project, a retrofit of a distressed +300,000 square foot office building to a 376-unit rental multifamily residential building. The project also benefits from opportunity zone tax incentives.
On May 8, 2025, Caliber announced that Caliber Hospitality Development (“CHD”) has entered into a Development Rights Agreement with an affiliate of Hyatt Hotels Corporation (NYSE: H) to exclusively develop 15 new Hyatt Studios hotels in target market areas within Arizona, Colorado, Nevada, Texas and Louisiana.
On May 9, 2025, Caliber announced it closed a $22.5 million refinance on the Doubletree by Hilton Hotel in Tuscon, AZ, which is a holding of a Caliber-managed opportunity zone fund. The new $22.5 million loan was refinanced with a unit of Citibank at a fixed rate of 7.43% maturing in June 2030. Proceeds will be utilized for reinvestment across the Fund’s portfolio.

First Quarter 2025 Consolidated Financial Results (compared to First Quarter 2024)

Total consolidated revenue of $7.3 million, compared to $23.0 million reflecting the deconsolidation of Caliber Hospitality Trust, Caliber Hospitality, LP, Elliot, DT Mesa, and Caliber Fixed Income Fund III, LLC (“CFIF III”) in 2024.
Consolidated net loss attributable to Caliber of $4.4 million, or $3.85 per diluted share, compared to net loss attributable to Caliber of $3.8 million or $3.53 per diluted share
Consolidated Adjusted EBITDA loss of $0.1 million, compared to Consolidated Adjusted EBITDA of $2.2 million

Conference Call Information

Caliber will host a conference call today, Thursday, May 15, 2025, at 5:00 p.m. Eastern Time (ET) to discuss its first quarter 2025 financial results and business outlook. To access this call, dial 1-800-717-1738 (domestic) or 1-646-307-1865 (international). A live webcast of the conference call will be available via the investor relations section of Caliber’s website under “Financial Results.” The webcast replay of the conference call will be available on Caliber’s website shortly after the call concludes.

Platform Financial Highlights

Within this earnings release, we refer to performance results of the ‘Platform’. Platform refers to the performance of CWD itself, excluding the performance of any assets and funds that are included in our consolidated results, as required by the Generally Accepted Accounting Principles (“GAAP”). Management believes that Platform performance offers the most meaningful information needed to understand the value of CWD. The assets and funds that are consolidated into our GAAP presentation are included because Caliber is a guarantor of debt held by these assets and funds.

While GAAP consolidation rules require CWD to include the performance and cash flows of these assets and funds in our consolidated financial information, CWD does not benefit from the performance of those assets and funds, except to the extent that CWD earns fees from managing the assets and funds (which are included in the Platform results). Management believes presenting Platform results, which exclude consolidated assets, directly shows the business performance that CWD stockholders benefit from.

Consolidated Financial Results

Caliber’s GAAP consolidated financial statements have been impacted by the deconsolidation of certain variable interest entities’ assets, liabilities, revenues, and expenses. These entities were deconsolidated because Caliber was no longer a guarantor on the respective entities’ third-party debt. Caliber’s GAAP financial metrics are impacted by the timing of deconsolidation. As such, prior periods presented may not be comparable due to the deconsolidation of certain entities in the current period.

About Caliber (CaliberCos Inc.) (NASDAQ: CWD)

With more than $2.9 billion of managed assets, including estimated costs to complete assets under development, Caliber’s 15-year track record of managing and developing real estate is built on a singular goal: make money in all market conditions. Our growth is fueled by our performance and our competitive advantage: we invest in projects, strategies, and geographies that global real estate institutions do not. Integral to our competitive advantage is our in-house shared services group, which offers Caliber greater control over our real estate and visibility to future investment opportunities. There are multiple ways to participate in Caliber’s success: invest in Nasdaq-listed CaliberCos Inc. and/or invest directly in our Private Funds.

Forward Looking Statements

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate including, but not limited to, the Company’s ability to adequately grow cumulative fundraising, AUM and annualized platform revenue to meet 2026 targeted goals, and the viability of and ability of the Company to adequately access the real estate and capital markets. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the Company’s public offering filed with the SEC and other reports filed with the SEC thereafter. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

CONTACTS:

Caliber Investor Relations:
Ilya Grozovsky
+1 480-214-1915
Ilya@caliberco.com

NON-GAAP RECONCILIATIONS

The following information reconciles the performance of the Platform to the consolidated GAAP presentation. Management believes that the Platform view of Caliber’s performance is more meaningful to a CWD shareholder as it includes all revenues and expenses generated by Caliber and its wholly-owned subsidiaries.

ASSET MANAGEMENT PLATFORM⁽¹⁾ (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)

	Three Months Ended March 31, 2025
	Platform			Impact of Consolidated Fund and Eliminations			Consolidated
Revenues
Asset management	$	3,542		$	(346	)	$	3,196
Performance allocations		7			(6	)		1
Consolidated funds – hospitality revenue		—			3,919			3,919
Consolidated funds – other revenue		—			145			145
Total revenues		3,549			3,712			7,261
Expenses
Operating costs		4,168			(124	)		4,044
General and administrative		1,592			(11	)		1,581
Marketing and advertising		165			—			165
Depreciation and amortization		162			(5	)		157
Consolidated funds – hospitality expenses		—			3,465			3,465
Consolidated funds – other expenses		—			458			458
Total expenses		6,087			3,783			9,870

Other income (loss), net		6			(372	)		(366	)
Interest income		33			(1	)		32
Interest expense		(1,611	)		—			(1,611	)
Net loss before income taxes	$	(4,110	)	$	(444	)	$	(4,554	)
Provision for income taxes		—			—			—
Net loss		(4,110	)		(444	)		(4,554	)
Net loss attributable to noncontrolling interests		—			(147	)		(147	)
Net (loss) income attributable to CaliberCos Inc.	$	(4,110	)	$	(297	)	$	(4,407	)
Basic and Diluted Platform loss per share	$	(3.59	)				$	(3.85	)
Weighted average common shares outstanding:
Basic and Diluted		1,146						1,146

	Three Months Ended March 31, 2024
	Platform			Impact of Consolidated Fund and Eliminations			Consolidated
Revenues
Asset management	$	4,555		$	(1,385	)	$	3,170
Performance allocations		171			(5	)		166
Consolidated funds – hospitality revenue		—			18,145			18,145
Consolidated funds – other revenue		—			1,470			1,470
Total revenues		4,726			18,225			22,951
Expenses
Operating costs		5,484			(222	)		5,262
General and administrative		1,949			(9	)		1,940
Marketing and advertising		106			—			106
Depreciation and amortization		183			(37	)		146
Consolidated funds – hospitality expenses		—			16,782			16,782
Consolidated funds – other expenses		—			3,072			3,072
Total expenses		7,722			19,586			27,308

Other income (loss), net		452			(180	)		272
Interest income		285			(168	)		117
Interest expense		(1,295	)		1			(1,294	)
Net loss before income taxes	$	(3,554	)	$	(1,708	)	$	(5,262	)
Provision for income taxes		—			—			—
Net loss		(3,554	)		(1,708	)		(5,262	)
Net loss attributable to noncontrolling interests		—			(1,457	)		(1,457	)
Net loss attributable to CaliberCos Inc.	$	(3,554	)	$	(251	)	$	(3,805	)
Basic and Diluted Platform loss per share	$	(3.30	)				$	(3.53	)
Weighted average common shares outstanding:
Basic and diluted		1,077						1,077

____________________

(1)	Represents the results of our asset management platform, which are presented on a basis that deconsolidates our consolidated funds (intercompany eliminations) and eliminate noncontrolling interest.


PLATFORM REVENUE⁽¹⁾ (AMOUNTS IN THOUSANDS) (UNAUDITED)
	Three Months Ended March 31,
		2025		2024
Fund management fees		2,744		2,569
Financing fees		74		73
Development and construction fees		528		1,654
Brokerage fees		196		259
Total asset management		3,542		4,555
Performance allocations		7		171
Total revenue	$	3,549	$	4,726

____________________

(1)	Represents the results of our asset management platform, which are presented on a basis that deconsolidates our consolidated funds (intercompany eliminations) and eliminates noncontrolling interest.

FV AUM and Managed Capital (UNAUDITED)

The following information summarizes management’s estimates of fair value related to the entire portfolio of investments that Caliber manages and the total amount of capital that is being managed across the portfolio. The fair value of our AUM conveys an indication of the overall health of our investments and potentially how much performance allocation Caliber would earn if those assets were sold. Managed Capital is used to evaluate, among other things, the amount of asset management fees we generate from the portfolio.

FV AUM (AMOUNTS IN THOUSANDS) (UNAUDITED)

Balances as of December 31, 2024	$	794,923
Assets acquired⁽¹⁾		10,300
Construction and net market appreciation		25,800
Credit⁽²⁾		379
Other⁽³⁾		(644	)
Balances as of March 31, 2025	$	830,758

FV AUM, by asset class (AMOUNTS IN THOUSANDS) (UNAUDITED)

	March 31, 2025		December 31, 2024
Real Estate
Hospitality	$	68,400	$	68,500
Caliber Hospitality Trust		244,900		236,800
Residential		173,100		161,700
Commercial		266,300		249,600
Total Real Estate		752,700		716,600
Credit⁽¹⁾		72,730		72,351
Other⁽²⁾		5,328		5,972
Total	$	830,758	$	794,923

____________________

(1)	Credit FV AUM represents loans made to Caliber’s investment funds by our diversified credit fund.
(2)	Other FV AUM represents undeployed capital held in our diversified funds.

MANAGED CAPITAL (AMOUNTS IN THOUSANDS) (UNAUDITED)

Balance as of December 31, 2024			$	492,542
Originations				2,990
Return of capital				(315	)
Balance as of March 31, 2025			$	495,217


	March 31, 2025		December 31, 2024
Real Estate
Hospitality	$	49,260	$	49,260
Caliber Hospitality Trust⁽¹⁾		97,157		97,414
Residential		98,617		96,687
Commercial		172,125		170,858
Total Real Estate⁽²⁾		417,159		414,219
Credit⁽³⁾		72,730		72,351
Other⁽⁴⁾		5,328		5,972
Total	$	495,217	$	492,542

____________________

(1)	The Company earns a fund management fee of 0.70% of the Caliber Hospitality Trust’s enterprise value and is reimbursed for certain costs incurred on behalf of the Caliber Hospitality Trust.
(2)	Beginning during the year ended December 31, 2023, the Company includes capital raised from investors in CaliberCos Inc. through corporate note issuances that was further invested in our funds in Managed Capital. As of March 31, 2025 and December 31, 2024, the Company had invested $15.9 million and $20.4 million, respectively, in our funds.
(3)	Credit managed capital represents loans made to Caliber’s investment funds by the Company and our diversified funds. As of March 31, 2025 and December 31, 2024, the Company had loaned $0.4 million to our funds.
(4)	Other managed capital represents unemployed capital held in our diversified funds.

Consolidated GAAP Results

The following information presents our consolidated GAAP results which includes the performance of certain entities we manage where Caliber is the guarantor of debt owed by those entities, despite not having significant equity at risk. As a result of these guarantor commitments, Caliber is required under GAAP to include the assets, liabilities, revenues and expenses of those entities even though a shareholder of CWD stock is neither entitled to nor exposed by those entities’ benefits or obligations. This accounting outcome also removes revenues that we earn from those entities, which a shareholder of CWD stock would be entitled to. See discussion elsewhere related to CWD’s Platform performance.

CALIBERCOS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

	Three Months Ended March 31,
		2025			2024
	(unaudited)
Revenues
Asset management revenues	$	3,196		$	3,170
Performance allocations		1			166
Consolidated funds – hospitality revenues		3,919			18,145
Consolidated funds – other revenues		145			1,470
Total revenues		7,261			22,951

Expenses
Operating costs		4,044			5,262
General and administrative		1,581			1,940
Marketing and advertising		165			106
Depreciation and amortization		157			146
Consolidated funds – hospitality expenses		3,465			16,782
Consolidated funds – other expenses		458			3,072
Total expenses		9,870			27,308

Other (loss) income, net		(366	)		272
Interest income		32			117
Interest expense		(1,611	)		(1,294	)
Net loss before income taxes		(4,554	)		(5,262	)
Benefit from income taxes		—			—
Net loss		(4,554	)		(5,262	)
Net loss attributable to noncontrolling interests		(147	)		(1,457	)
Net loss attributable to CaliberCos Inc.	$	(4,407	)	$	(3,805	)
Basic and diluted net loss per share attributable to common stockholders	$	(3.85	)	$	(3.53	)
Weighted average common shares outstanding:
Basic and diluted		1,146			1,077

CALIBERCOS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)

	March 31, 2025		December 31, 2024
	(unaudited)
Assets
Cash	$	845	$	1,766
Restricted cash		2,518		2,582
Real estate investments, net		21,514		21,572
Notes receivable – related parties, allowance of $236 and zero, respectively		385		105
Due from related parties, allowance of $3,985		7,366		6,965
Investments in unconsolidated entities		15,523		15,643
Operating lease – right of use assets		135		147
Prepaid and other assets		2,664		3,501
Assets of consolidated funds
Cash		723		549
Restricted cash		274		—
Real estate investments, net		44,102		45,090
Accounts receivable, net		181		163
Notes receivable – related parties		6,475		6,848
Due from related parties, allowance of $28		514		320
Prepaid and other assets		424		284
Total assets	$	103,643	$	105,535

Liabilities and Stockholders’ Equity
Notes payable	$	51,555	$	50,450
Accounts payable and accrued expenses		9,421		9,532
Due to related parties		443		313
Operating lease liabilities		86		93
Other liabilities		1,317		750
Liabilities of consolidated funds
Notes payable, net		29,444		29,172
Notes payable – related parties		2,114		2,047
Accounts payable and accrued expenses		1,123		1,207
Due to related parties		16		79
Other liabilities		766		639
Total liabilities		96,285		94,282

Commitments and Contingencies (Note 11)

CALIBERCOS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)

	March 31, 2025			December 31, 2024
Series A non-cumulative convertible preferred stock, $0.001 par value; 22,500,000 shares authorized, and 5,875 and 5,000 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		—			—
Common stock Class A, $0.001 par value; 100,000,000 shares authorized, 795,285 and 759,370 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		1			1
Common stock Class B, $0.001 par value; 15,000,000 shares authorized, 370,822 shares issued and outstanding as March 31, 2025 and December 31, 2024		—			—
Paid-in capital		45,205			44,017
Accumulated deficit		(61,014	)		(56,607	)
Stockholders’ deficit attributable to CaliberCos Inc.		(15,808	)		(12,589	)
Stockholders’ equity attributable to noncontrolling interests		23,166			23,842
Total stockholders’ equity		7,358			11,253
Total liabilities and stockholders’ equity	$	103,643		$	105,535

Definitions

Assets Under Management

AUM refers to the assets we manage or sponsor. We monitor two types of information with regard to our AUM:

Managed Capital – we define this as the total capital we fundraise from our customers as investments in our funds. It also includes fundraising into our corporate note program, the proceeds of which were used, in part, to invest in or loan to our funds. We use this information to monitor, among other things, the amount of ‘preferred return’ that would be paid at the time of a distribution and the potential to earn a performance fee over and above the preferred return at the time of the distribution. Our fund management fees are based on a percentage of managed capital or a percentage of assets under management, and monitoring the change and composition of managed capital provides relevant data points for Caliber management to further calculate and predict future earnings.
Fair Value (“FV”) AUM – we define this is as the aggregate fair value of the real estate assets we manage and from which we derive management fees, performance revenues and other fees and expense reimbursements. We estimate the value of these assets quarterly to help make sale and hold decisions and to evaluate whether an existing asset would benefit from refinancing or recapitalization. This also gives us insight into the value of our carried interest at any point in time. We also utilize FV AUM to predict the percentage of our portfolio which may need development services in a given year, fund management services (such as refinance), and brokerage services. As we control the decision to hire for these services, our service income is generally predictable based upon our current portfolio AUM and our expectations for AUM growth in the year forecasted.

Non-GAAP Measures

We use non-GAAP financial measures to evaluate operating performance, identify trends, formulate financial projections, make strategic decisions, and for other discretionary purposes. We believe that these measures enhance the understanding of ongoing operations and comparability of current results to prior periods and may be useful for investors to analyze our financial performance because they provide investors a view of the performance attributable to CaliberCos Inc. When analyzing our operating performance, investors should use these measures in addition to, and not as an alternative for, their most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. Our presentation of non-GAAP measures may not be comparable to similarly identified measures of other companies because not all companies use the same calculations. These measures may also differ from the amounts calculated under similarly titled definitions in our debt instruments, which amounts are further adjusted to reflect certain other cash and non-cash charges and are used by us to determine compliance with financial covenants therein and our ability to engage in certain activities, such as incurring additional debt and making certain restricted payments.

Asset Management Platform or Platform

Platform refers to the performance of the Caliber asset management platform, which generates revenues and expenses from managing our investment portfolio, which does not include any consolidated assets or funds. These activities include asset management, transaction services, and performance allocations. Management believes that this is an important view of the Company because it communicates performance of the Company that would be most useful for understanding the value of CWD.

Fee-Related Earnings and Related Components

Fee-Related Earnings is a supplemental non-GAAP performance measure used to assess our ability to generate profits from fee-based revenues, focusing on whether our core revenue streams, are sufficient to cover our core operating expenses. Fee- Related Earnings represents the Company’s net income (loss) before income taxes adjusted to exclude depreciation and amortization, stock-based compensation, interest expense and extraordinary or non-recurring revenue and expenses, including performance allocation revenue and gain (loss) on extinguishment of debt, public registration direct costs related to aborted or delayed offerings and our Reg A+ offering, the share repurchase costs related to the Company’s Buyback Program, litigation settlements, and expenses recorded to earnings relating to investment deals which were abandoned or closed. Fee-Related Earnings is presented on a basis that deconsolidates our consolidated funds (intercompany eliminations) and eliminates noncontrolling interest. Eliminating the impact of consolidated funds and noncontrolling interest provides investors a view of the performance attributable to CaliberCos Inc. and is consistent with performance models and analysis used by management.

Distributable Earnings

Distributable Earnings is a supplemental non-GAAP performance measure equal to Fee-Related Earnings plus performance allocation revenue and less interest expenses and provision for income taxes. We believe that Distributable Earnings can be useful as a supplemental performance measure to our GAAP results assessing the amount of earnings available for distribution.

Platform Earnings

Platform Earnings represents the performance of the Caliber asset management platform, which generates revenues and expenses from managing our investment portfolio, excluding any consolidated assets or funds.

Platform Earnings per Share

Platform Earnings per Share is calculated as Platform Earnings divided by weighted average CWD common shares outstanding.

Platform Adjusted EBITDA

Platform Adjusted EBITDA represents the Company’s Distributable Earnings adjusted for interest expense, the share repurchase costs related to the Company’s Buyback Program, other income (expense), and provision for income taxes on a basis that deconsolidates our consolidated funds (intercompany eliminations), Loss on CRAF Investment Redemption, Gain on extinguishment of Payroll Protection Program loans, and eliminates noncontrolling interest. Eliminating the impact of consolidated funds and noncontrolling interest provides investors a view of the performance attributable to the CaliberCos Inc. Platform and is consistent with performance models and analysis used by management.

Consolidated Adjusted EBITDA

Consolidated Adjusted EBITDA represents the Company’s and the consolidated funds’ earnings before net interest expense, income taxes, depreciation and amortization, further adjusted to exclude stock-based compensation, transaction fees, expenses and other public registration direct costs related to aborted or delayed offerings and our Reg A+ offering, the share repurchase costs related to the Company’s Buyback Program, litigation settlements, expenses recorded to earnings relating to investment deals which were abandoned or closed, any other non-cash expenses or losses, as further adjusted for extraordinary or non-recurring items.

NON-GAAP ADJUSTED EBITDA (AMOUNTS IN THOUSANDS) (UNAUDITED)

	Three Months Ended March 31,
		2025			2024
Net loss attributable to CaliberCos Inc.	$	(4,407	)	$	(3,805	)
Net loss attributable to noncontrolling interests		(147	)		(1,457	)
Net loss		(4,554	)		(5,262	)
Provision for income taxes		—			—
Net loss before income taxes		(4,554	)		(5,262	)
Depreciation and amortization		162			183
Consolidated funds’ impact on fee-related earnings		71			1,361
Stock-based compensation		661			400
Severance		51			7
Performance allocations		(1	)		(166	)
Other income, net		366			(272	)
Investments impairment		279			—
Bad debt expense		3			—
Interest expense, net		1,578			1,010
Fee-related earnings		(1,384	)		(2,739	)
Performance allocations		1			166
Interest expense, net		(1,578	)		(1,010	)
Provision for income taxes		—			—
Distributable earnings		(2,961	)		(3,583	)
Interest expense		1,611			1,294
Other income, net		(366	)		272
Provision for income taxes		—			—
Consolidated funds’ impact on Platform adjusted EBITDA		364			348
Platform adjusted EBITDA		(1,352	)		(1,669	)
Consolidated funds’ EBITDA adjustments		1,210			3,856
Consolidated adjusted EBITDA	$	(142	)	$	2,187

The MIL Network –

May 16, 2025

MIL-OSI: Airship AI Reports First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

First Quarter 2025 Net Revenues of $5.5 Million, Gross Profit of $2.2 Million and Gross Margin of 40%

Increased Investments In Our People And Digital Transformation Will Enable Us To Stay Resilient and Ready In A Rapidly Changing Marketplace

New Pro-U.S. Border Security Administration Provides Additional Macro Tailwinds for 2025 & Beyond

REDMOND, Wash., May 15, 2025 (GLOBE NEWSWIRE) — Airship AI Holdings, Inc. (NASDAQ: AISP) (“Airship AI” or the “Company”), a leader in AI-driven video, sensor, and data management surveillance solutions, today reported its financial and operational results for the first quarter ended March 31, 2025.

Q1 2025 Financial Highlights

Net revenues for the quarter ended March 31, 2025 were $5.5 million.
Gross profits for the quarter ended March 31, 2025 were $2.2 million.
Gross margin percentage was 40% for the quarter ended March 31, 2025. The margins reflected increased solution sales with more third-party hardware than Airship AI software.
Operating loss was $1.7 million for the quarter ended March 31, 2025 reflected in increased stock based compensation and increased investments in sales and marketing related expenditures which should increase future sales.
Other income for the quarter ended March 31, 2025 was $25.4 million, primarily due to a gain from a change in the fair value of earnout liability of $9.8 million, and a change in fair value of warrant liability of $15.5 million.
Net income for the quarter ended March 31, 2025 was $23.7 million, or $0.75 per basic share, primarily related to noncash income of $25.4 million.
Net cash used in operating activities was $2.1 million in the quarter ended March 31, 2025.
Cash and cash equivalents were $8.8 million as of March 31, 2025.

Q1 2025 & Subsequent Operational Highlights

Backlog as of March 31, 2025 was $2.0 million, representing firm fixed price contracts awarded in the fourth quarter of 2024 or first quarter of 2025 that will be shipped and invoiced through the remainder of calendar year 2025. Backlog is not indicative of future quarterly revenue as approximately 75% of quarterly revenue is transactional and recognized in the same quarter.
Our total validated pipeline at the end of the quarter was approximately $135 million, consisting of single and multi-year opportunities for AI-driven edge, video, and sensor and data management platform across all our customer verticals. Our pipeline includes opportunities at varying stages of progression with expected award timeframes throughout the next 18-24 months.
Due to the sensitive nature of many of our customers and deployment use cases, we are often restricted from publicly disclosing awards and or limited as to the specifics of the customer and use case. Consequently, most of our awards are executed on closed or restricted contract vehicles which further limits the sharing of information that might be otherwise available.
We grew our internal sales and sales engineering force, adding seasoned sales professionals with deep industry expertise, partner relationships, and customer knowledge that will allow us to ramp up quickly.
We participated in multiple customer facing tradeshows during the quarter including brand new industry wide and vertically focused shows where we had a significantly increased level of participation and or visibility as compared to historical participation.
As part of our transition to a partner driven sales model, we participated in several partner shows and events, including those sponsored by integrators and dealers, and those by manufacturers of hardware sensors and or solutions that we integrate with and manage for our customers.
We hosted our invite only government focused customer event outside Austin, TX, demonstrating and training on the latest in Airship AI developed and or supported solutions. This year’s focus was on solutions supporting challenges along the southern border and was well attended by agencies across the federal government.
On April 23, 2025, we entered into an At the Market Offering Agreement with Roth Capital Partners, LLC, as sales agent, pursuant to which we may, from time to time, offer and sell shares of our common stock up to a maximum of $25 million, which shares are registered on a registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”), using a “shelf” registration process. Under this shelf registration process, we may offer to sell any of the securities, or any combination of the securities, described in this prospectus, in each case, in one or more offerings, up to $50 million.
On March 21, 2025, our shelf registration statement on Form S-3 for the sale of up to $50 million of our securities was declared effective by the SEC.

2025 Outlook

30% revenue growth and positive cash flow for calendar year 2025 supported by a strong and validated pipeline of ~$135 million, improving gross profit margins, and a strong recurring revenue model.
Make tactical and strategic investments across our sales and business development organizations through organic cash flow from business operations and the potential cash exercise of public warrants.
Release new Outpost AI product offerings as well as expand custom trained AI models supporting emerging edge analytic workflows.
Continue innovation across our core Acropolis software platform supporting new workflows for cloud-based deployments in highly secure operational environments.
Develop and execute expansionary opportunities in the commercial and retail markets, particularly around those companies involved in combating organized retail crime.
Improve sourcing, supply chain management and production-based process efficiencies to help drive continued margin expansion.
Focus on brand awareness and engagement in new verticals through targeted marketing outreach opportunities, social media platforms, Airship AI hosted technology events, and industry tradeshow events.

Management Commentary

“The first quarter of 2025 was largely overshadowed by the actions of the new administration as they worked to finalize the approval and release of budgets and special appropriations,” said Paul Allen, President of Airship AI. “In the face of these headwinds, our team was able to generate solid revenues for the quarter of $5.5 million at a gross margin percentage of 40%, while increasing our investments in our people and customers.

“As we worked to successfully execute awarded contracts in our current backlog, we dedicated significant time and resources to advancing pipeline opportunities. These efforts are positioning us to move quickly once budgets are approved and released. Based on current forecasts, we anticipate meaningful activity beginning mid-second quarter, with continued growth expected through the end of Q2 and into Q3.

“Simultaneously, many of our federal customers are projecting increased funding through supplemental appropriations. This has initiated a wave of market research discussions focused on potential solutions to address emerging mission needs. We anticipate that many of these conversations will evolve into tangible opportunities extending across the current and upcoming fiscal years.

“In the commercial segment, our strategic push into new market verticals, driven by partnerships with integrators and business collaborators, has been met with strong interest. Several early wins confirm both the market’s appetite for differentiated solutions and the soundness of our strategic investment in people and partners. This validation further supports continued investment to build on our momentum and drive sustained growth.

“These collected efforts have also affirmed that we are on the right track with our digital transformation strategy, focused squarely on how AI at the far and near edge can solve for our customers’ existing and emerging threats in the public safety and security space. Building on our existing investments in the AI Factory, we expect to launch several new products in 2025, including advanced computer vision analytics powered by machine learning and a Generative AI application that will transform how customers access and interact with their data.

“Finally, amid broader macroeconomic conditions, we are closely monitoring tariff developments. As a U.S.-based software company, we do not expect these tariffs to significantly impact our core business. In areas where we provide hardware solutions, such as our Outpost AI edge appliance, we work proactively with global suppliers to maintain optimal inventory levels. This approach helps us manage costs effectively and ensure timely, competitively priced delivery of our products and services.

“The combination of our strong existing pipeline focused on leveraging existing budgets, increased business development opportunities leveraging supplemental appropriations, and the investments in people and customers already made leaves us confident in our ability to execute against our stated objectives of 30% YoY revenue growth and achieving cash flow positive operations,” concluded Mr. Allen.

About Airship AI Holdings, Inc.

Founded in 2006, Airship AI (NASDAQ: AISP) is a U.S. owned and operated technology company headquartered in Redmond, Washington. Airship AI is an AI-driven video, sensor and data management surveillance platform that improves public safety and operational efficiency for public sector and commercial customers by providing predictive analysis of events before they occur and meaningful intelligence to decision makers. Airship AI’s product suite includes Outpost AI edge hardware and software offerings, Acropolis enterprise management software stack, and Command family of visualization tools.

For more information, visit https://airship.ai.

Forward-Looking Statements

The disclosure herein includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward looking. These forward-looking statements include, but are not limited to, (1) statements regarding estimates and forecasts of financial, performance and operational metrics and projections of market opportunity; (2) changes in the market for Airship AI’s services and technology, expansion plans and opportunities; (3) the projected technological developments of Airship AI; and (4) current and future potential commercial and customer relationships. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Airship AI’s management and are not predictions of actual performance. These forward-looking statements are also subject to a number of risks and uncertainties, as set forth in the section entitled “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025, and the other documents that the Company has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, forward looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will cause its assessments to change. However, while it may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Investor Contact:

Chris Tyson/Larry Holub
MZ North America
949-491-8235
AISP@mzgroup.us


AIRSHIP AI HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS As of March 31, 2025 and December 31, 2024

	March 31, 2025			December 31, 2024 (1)
ASSETS	Unaudited

CURRENT ASSETS:
Cash and cash equivalents	$	8,812,178		$	11,414,830
Accounts receivable, net of allowance for credit losses of $0		2,782,650			1,226,757
Prepaid expenses and other		67,311			17,883
Total current assets		11,662,139			12,659,470

OTHER ASSETS
Other assets		165,960			165,960
Operating lease right of use asset		1,102,967			882,024

TOTAL ASSETS	$	12,931,066		$	13,707,454

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable – trade	$	2,179,847		$	759,480
Advances from founders		700,000			1,300,000
Accrued expenses		60,551			51,649
Current portion of operating lease liability		405,916			305,178
Deferred revenue- current portion		2,948,695			3,238,483
Total current liabilities		6,295,009			5,654,790

NON-CURRENT LIABILITIES:
Operating lease liability, net of current portion		758,376			638,525
Warrant liability		18,659,435			34,180,618
Earnout liability		8,199,079			23,304,808
Deferred revenue- non-current		2,528,716			2,951,850
Total liabilities		36,440,615			66,730,591

COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS’ DEFICIT:
Preferred stock – no par value, 5,000,000 shares authorized, 0 shares issued and outstanding as of March 31, 2025 and December 31, 2024		–			–
Common stock – $0.0001 par value, 200,000,000 shares authorized, 31,844,471 and 30,588,413 shares issued and outstanding as of March 31, 2025 and December 31, 2024		3,182			3,056
Additional paid in capital		27,731,753			21,918,867
Accumulated deficit		(51,233,605	)		(74,941,590	)
Accumulated other comprehensive loss		(10,879	)		(3,470	)
Total stockholders’ deficit		(23,509,549	)		(53,023,137	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	12,931,066		$	13,707,454


AIRSHIP AI HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the three months ended March 31, 2025 and 2024 (Unaudited)

	Three Months Ended
	March 31, 2025			March 31, 2024
	Unaudited			Unaudited
NET REVENUES:
Product	$	4,497,240		$	9,398,776
Post contract support		998,051			1,176,239
Other services		7,737			–
		5,503,028			10,575,015
COST OF NET REVENUES:
Cost of Sales		2,923,087			7,789,409
Post contract support		312,021			157,479
Other services		32,916			–
		3,268,024			7,946,888
GROSS PROFIT		2,235,004			2,628,127
RESEARCH AND DEVELOPMENT EXPENSES		719,382			695,366
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		3,229,979			3,335,294
TOTAL OPERATING EXPENSES		3,949,361			4,030,660
OPERATING LOSS		(1,714,357	)		(1,402,533	)
OTHER INCOME (EXPENSE) :
Gain (loss) from change in fair value of earnout liability		9,823,605			(21,484,850	)
Gain (loss) from change in fair value of warrant liability		15,521,183			(6,847,091	)
Loss from change in fair value of convertible debt		–			(2,039,377	)
Loss on note conversion		–			(158,794	)
Interest income (expense), net		77,554			(31,824	)
Total other income (expense), net		25,422,342			(30,561,936	)

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		23,707,985			(31,964,469	)

Provision for income taxes		–			–

NET INCOME (LOSS)		23,707,985			(31,964,469	)

OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation (loss) income, net		(7,409	)		3,239

TOTAL COMPREHENSIVE INCOME (LOSS)	$	23,700,576		$	(31,961,230	)

NET INCOME (LOSS) PER SHARE:
Basic	$	0.75		$	(1.40	)
Diluted	$	0.61		$	(1.40	)

Weighted average shares of common stock outstanding
Basic		31,704,117			22,898,487
Diluted		38,820,839			22,898,487


AIRSHIP AI HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the three months ended March 31, 2025 and 2024 (Unaudited)

	Three Months Ended
	March 31, 2025			March 31, 2024
	Unaudited			Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	23,707,985		$	(31,964,469	)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation and amortization		–			1,861
Stock-based compensation		428,286			268,989
Amortization of operating lease right of use asset		83,396			80,291
(Gain) loss from change in fair value of warrant liability		(15,521,183	)		6,847,091
(Gain) loss from change in fair value of earnout liability		(9,823,605	)		21,484,850
Loss from change in fair value of convertible note		–			2,039,377
Loss on note conversion		–			158,794
Changes in operating assets and liabilities:
Accounts receivable		(1,555,893	)		(55,525	)
Prepaid expenses and other		(49,428	)		2,010
Other assets		–			1,901
Operating lease liability		(83,750	)		(67,211	)
Payroll and income tax receivable		–			(2,410	)
Accounts payable – trade and accrued expenses		1,429,270			433,415
Deferred revenue		(712,922	)		(924,048	)
NET CASH USED IN OPERATING ACTIVITIES		(2,097,844	)		(1,695,084	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from warrant exercise, net		59,400			293,249
Repayment of advances from founders		(600,000	)		–
Proceeds from stock option exercises		43,201			–

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(497,399	)		293,249

NET DECREASE IN CASH AND CASH EQUIVALENTS		(2,595,243	)		(1,401,835	)

Effect from exchange rate on cash		(7,409	)		3,239

CASH AND CASH EQUIVALENTS, beginning of period		11,414,830			3,124,413

CASH AND CASH EQUIVALENTS, end of period	$	8,812,178		$	1,725,817

Supplemental disclosures of cash flow information:
Interest paid	$	–		$	–
Taxes paid	$	–		$	2,410

Noncash investing and financing
Issuance of common stock for debt conversion	$	–		$	835,610
Issuance of common stock for earnout shares	$	5,282,125		$	–
Recognition of operating right-of-use asset	$	304,339		$	–
Recognition of operating lease liability	$	304,339		$	–

The MIL Network –

May 16, 2025

MIL-OSI: CEA Industries Inc. Reports First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

Louisville, Colorado, May 15, 2025 (GLOBE NEWSWIRE) — CEA Industries Inc. (NASDAQ: CEAD, CEADW) (“CEA Industries” or the “Company”), is reporting results for the three months ended March 31, 2025.

First Quarter 2025 Financial Summary (in $ thousands, excl. margin items):

	*Q1 2025* *(unaudited)*			*Q4 2024* *(unaudited)*			*Q1 2024* *(unaudited)*
Revenue	$	713		$	417		$	235
Gross Profit (Loss)	$	39		$	(175	)	$	(154	)
Operating Expenses	$	1,113		$	850		$	769
Net Income/(Loss)	$	(1,069	)	$	(1,019	)	$	(917	)

“We continue to uphold our lean operating model, emphasizing disciplined expense management and capital preservation as we support our pending acquisition and work through our remaining backlog,” said Tony McDonald, Chairman and CEO of CEA Industries. “Excluding acquisition-related costs, we minimized our operating expenses through headcount reductions, the elimination of product development costs and reduced advertising and marketing spend, with the goal of preserving our balance sheet and minimizing cash burn.”

“We are also making continued progress toward completing our acquisition of Fat Panda and remain enthusiastic about the strategic opportunity it presents. This transaction marks a significant milestone in our transformation strategy, providing a pathway into the high growth vape industry through Fat Panda’s established leadership, expansive retail presence, vertically integrated infrastructure, and experienced management team. Their consistent growth and strong margin profile positions us well to drive sustainable value creation. We look forward to sharing additional updates as we work toward closing the transaction.”

First Quarter 2025 Financial Results

Revenue in the first quarter of 2025 increased to $0.7 million compared to $0.2 million for the same period in 2024. The increase was primarily attributed to greater net bookings and higher revenue recognition from the Company’s backlog.

Net bookings in the first quarter of 2025 increased to $1.0 million compared to $0.3 million in the year-ago period. The Company’s quarter-end backlog increased to $0.8 million compared to $0.5 million for the same period in 2024.

Gross profit in the first quarter of 2025 increased to $39,000 compared to a gross loss of $154,000 for the same period in 2024. The improvement in gross profit was primarily driven by higher revenue and fixed costs becoming a smaller percentage of revenue. Fixed costs include the cost of services, engineering, manufacturing, and project management.

Operating expenses in the first quarter of 2025 were $1.1 million compared to $0.8 million for the same period in 2024. The increase in operating expenses was primarily due to acquisition-related expenses.

Net loss in the first quarter of 2025 was $1.1 million or $(1.33) per share, compared to a net loss of $0.9 million or $(1.34) per share for the same period in 2024.

Cash and cash equivalents were $8.7 million at March 31, 2025, compared to $9.5 million on December 31, 2024, while working capital decreased by $1.0 million during this period. At March 31, 2025, the Company remained debt free.

About CEA Industries Inc.

CEA Industries Inc. (www.ceaindustries.com) provides a suite of complementary and adjacent offerings to the controlled environment agriculture industry. The Company’s comprehensive solutions, when aligned with industry operators’ product and sales initiatives, support the development of the global ecosystem for indoor cultivation.

Forward Looking Statements

This press release may contain statements of a forward-looking nature relating to future events. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. These statements reflect our current beliefs, and a number of important factors could cause actual results to differ materially from those expressed in this press release, including the factors set forth in “Risk Factors” set forth in our annual and quarterly reports filed with the Securities and Exchange Commission (“SEC”), and subsequent filings with the SEC. Please refer to our SEC filings for a more detailed discussion of the risks and uncertainties associated with our business, including but not limited to the risks and uncertainties associated with our business prospects and the prospects of our existing and prospective customers; the inherent uncertainty of product development; regulatory, legislative and judicial developments, especially those related to changes in, and the enforcement of, cannabis laws; increasing competitive pressures in our industry; and relationships with our customers and suppliers. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. The reference to CEA’s website has been provided as a convenience, and the information contained on such website is not incorporated by reference into this press release.

Non-GAAP Financial Measures

To supplement our financial results on U.S. generally accepted accounting principles (“GAAP”) basis, we use non-GAAP measures including net bookings and backlog, as well as other significant non-cash expenses such as stock-based compensation and depreciation expenses. We believe these non-GAAP measures are helpful in understanding our past performance and are intended to aid in evaluating our potential future results. The presentation of these non-GAAP measures should be considered in addition to our GAAP results and are not intended to be considered in isolation or as a substitute for financial information prepared or presented in accordance with GAAP. We believe these non-GAAP financial measures reflect an additional way to view aspects of our operations that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our business.

Investor Contact:

Sean Mansouri, CFA or Aaron D’Souza
Elevate IR
info@ceaindustries.com
(720) 330-2829

CEA Industries Inc.
Condensed Consolidated Balance Sheets
(in US Dollars except share numbers)

	March 31,			December 31,
	2025			2024
		(Unaudited)			(Audited)
ASSETS
Current Assets
Cash and cash equivalents	$	8,707,353		$	9,452,826
Accounts receivable, net		56,844			13,041
Contract assets, net		234,328			234,328
Inventory, net		20,283			25,980
Prepaid expenses and other		179,258			368,068
Total Current Assets		9,198,066			10,094,243
Noncurrent Assets
Property and equipment, net		4,566			5,698
Intangible assets, net		1,830			1,830
Deposits		14,747			14,747
Operating lease right-of-use asset		216,891			245,270
Total Noncurrent Assets		238,034			267,545

TOTAL ASSETS	$	9,436,100		$	10,361,788

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$	514,962		$	550,477
Deferred revenue		474,679			343,790
Current portion of operating lease liability		137,875			135,651
Total Current Liabilities		1,127,516			1,029,918

Noncurrent Liabilities
Operating lease liability, net of current portion		101,314			134,147
Total Noncurrent Liabilities		101,314			134,147

TOTAL LIABILITIES		1,228,830			1,164,065

Commitments and Contingencies (Note 9)		–			–

SHAREHOLDERS’ EQUITY
Preferred stock, $0.00001 par value; 25,000,000 shares authorized; 0 shares issued and outstanding		–			–
Common stock, $0.00001 par value; 200,000,000 authorized; 802,346 and 793,109 shares issued and outstanding, respectively		8			8
Additional paid in capital		49,612,075			49,533,950
Accumulated deficit		(41,404,813	)		(40,336,235	)
Total Shareholders’ Equity		8,207,270			9,197,723

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	9,436,100		$	10,361,788

CEA Industries Inc.
Condensed Consolidated Statements of Operations
(in US Dollars except share numbers)
(Unaudited)

	For the Three Months Ended March 31,
	2025			2024
Revenue	$	713,460		$	234,506

Cost of revenue		674,173			388,881

Gross profit (loss)		39,287			(154,375	)

Operating expenses:
Advertising and marketing expenses		2,968			9,324
Selling, general and administrative expenses		1,110,156			760,110
Total operating expenses		1,113,124			769,434

Operating loss		(1,073,837	)		(923,809	)

Other income :
Interest income, net		5,259			7,206
Total other income		5,259			7,206

Loss before provision for income taxes		(1,068,578	)		(916,603	)

Income taxes		–			–

Net loss	$	(1,068,578	)	$	(916,603	)

Loss per common share – basic and diluted	$	(1.33	)	$	(1.34	)

Weighted average number of common shares outstanding, basic and diluted		802,229			684,328

CEA Industries Inc.
Condensed Consolidated Statements of Cash Flows
(in US Dollars except share numbers)
(Unaudited)

	For the Three Months Ended March 31,
	2025			2024
Cash Flows From Operating Activities:
Net loss	$	(1,068,578	)	$	(916,603	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and intangible asset amortization expense		1,132			6,914
Share-based compensation		78,125			76,969
Provision for doubtful accounts (bad debt recovery)		(33	)		(34,566	)
Provision for excess and obsolete inventory		(14,847	)		38,360
Loss on disposal of assets		–			12,625
Operating lease expense		28,379			27,317

Changes in operating assets and liabilities:
Accounts receivable		(43,770	)		33,096
Inventory		20,544			12,151
Prepaid expenses and other		188,811			85,600
Accounts payable and accrued liabilities		(35,515	)		(262,849	)
Deferred revenue		130,888			40,156
Operating lease liability, net		(30,609	)		(28,585	)
Net cash used in operating activities		(745,473	)		(909,415	)

Cash Flows From Investing Activities
Net cash provided by investing activities		–			–

Cash Flows From Financing Activities
Net cash provided by financing activities		–			–

Net change in cash and cash equivalents		(745,473	)		(909,415	)
Cash and cash equivalents, beginning of period		9,452,826			12,508,251
Cash and cash equivalents, end of period	$	8,707,353		$	11,598,836

Supplemental cash flow information:
Interest paid	$	–		$	–
Income taxes paid	$	–		$	–

The MIL Network –

May 16, 2025

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

Source: GlobeNewswire (MIL-OSI)

First Quarter 2025 and Recent Company Highlights:

AleAnna reported basic and diluted net loss per common share of ($0.05) for the quarter ended March 31, 2025, compared with ($3.41) for the same period in 2024.
AleAnna ended the quarter with cash and cash equivalents of approximately $27.8 million

DALLAS, May 15, 2025 (GLOBE NEWSWIRE) — AleAnna, Inc. (“AleAnna” or “the Company”) (NASDAQ: ANNA) today announced financial results for the first quarter of 2025. While revenue from Longanesi field production was not recognized during the quarter, in May 2025 AleAnna achieved first sales and the Company expects to report revenue from the Longanesi field as a part of second quarter results.

For the first quarter 2025, AleAnna reported net loss of $2.0 million. This amounts to a basic and diluted net loss per common share of ($0.05), compared with ($3.41) net loss per common share recorded by the Company in the first quarter 2024.

As of March 31, 2025, AleAnna had cash and cash equivalents of $27.8 million, providing the necessary liquidity to support development activities and pursue strategic opportunities.

Management Commentary

Marco Brun, Chief Executive Officer, remarked on AleAnna’s recent accomplishments: “We continue to execute on our business strategy and are encouraged by the initial performance at the Longanesi field. Although first quarter results did not include revenue from Longanesi, with the onset of sales in early May 2025 we expect to report revenue in our second quarter results. With a healthy balance sheet and growing operational momentum, we’re focused on delivering long-term value to our shareholders.”

About AleAnna

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

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. All statements, other than statements of present or historical fact included in this press release, regarding AleAnna’s expectations and future financial performance, the Company’s strategy, future operations, financial position, prospective plans, goals, and objectives are forward-looking statements. When used herein, including any statements made in connection herewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “plan,” “potential,” “goal,” “focus,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are forward-looking statements. However, not all forward-looking statements contain such identifying words. Forward-looking statements are neither historical facts nor assurances or guarantees of future performance. Instead, they are based only on AleAnna’s current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of AleAnna’s control. As a result, these factors could cause AleAnna’s actual results and financial condition to differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements, which speak only as of the date made. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, but are not limited to, those under “Risk Factors” in AleAnna’s Form 10-K filed with the SEC on March 31, 2025, as well as general economic conditions; AleAnna’s need for additional capital and ability to obtain any required capital; political, general economic, financial and legal conditions; changes in domestic and foreign markets; risks associated with the implementation of AleAnna’s business strategy and the ability to execute on AleAnna’s business strategy; timing of any business milestones; and changes in the regulatory environment in which AleAnna operates. Additional information concerning these and other factors that may impact AleAnna’s expectations and projections can be found in filings it makes with the SEC, and other documents filed or to be filed with the SEC by AleAnna. SEC filings are available on the SEC’s website at www.sec.gov. Except as otherwise required by applicable law, AleAnna disclaims any duty to update any forward-looking statements, all expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof.

Investor Relations Contact
Bill Dirks
wkdirks@aleannagroup.com

Website
https://www.aleannainc.com/

Source: AleAnna, Inc.

ALEANNA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND MARCH 31, 2024

	For the Three Months Ended March 31,
	2025			2024

Revenues	$	644,600		$	–

Operating expenses:
Cost of revenues	$	838,395		$	–
General and administrative		3,324,845			2,018,524
Depreciation		73,106			–
Accretion of asset retirement obligation		33,505			33,311
Total operating expenses		4,269,850			2,051,835

Operating loss		(3,625,250	)		(2,051,835	)

Other income:
Interest and other income		237,605			289,337
Change in fair value of derivative liability		–			173,177
Total other income		237,605			462,514

Loss before income taxes		(3,387,646	)		(1,589,321	)
Income tax benefit		48,276			–
Net loss		(3,339,370	)		(1,589,321	)
Deemed dividend to Class 1 Preferred Units redemption value		–			(112,673,176	)
Net loss attributable to noncontrolling interests		1,333,231			–
Net loss attributable to Class A Common stockholders or holders of Common Member Units	$	(2,006,139	)	$	(114,262,497	)

Other comprehensive loss
Currency translation adjustment		1,139,303			113,872
Comprehensive loss		(2,200,067	)		(1,475,449	)
Comprehensive loss attributable to noncontrolling interests		1,333,231			–
Total comprehensive loss attributable to Class A Common stockholders or holders of Common Member Units	$	(866,836	)	$	(1,475,449	)

Weighted average shares of Class A Common Stock outstanding, basic and diluted		40,564,475			33,467,205
Net loss per share of Class A Common Stock, basic and diluted	$	(0.05	)	$	(3.41	)

ALEANNA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2025 (unaudited) AND DECMBER 31, 2024

	March 31, 2025			December 31, 2024
ASSETS
Current Assets:
Cash and cash equivalents	$	27,810,160		$	28,330,159
Accounts receivable		402,874			1,225,297
Prepaid expenses and other assets		987,414			1,666,155
Total Current Assets		29,200,448			31,221,611

Non-current assets:
Natural gas and other properties, successful efforts method		34,794,734			33,979,014
Renewable natural gas properties, net of accumulated depreciation of $209,009 and $132,094, respectively		9,592,268			9,296,039
Value-added tax refund receivable		6,578,604			6,845,030
Operating lease right-of-use assets		1,777,356			1,744,897
Deferred tax assets		48,276			–
Total Non-current Assets		52,791,238			51,864,980
Total Assets	$	81,991,686		$	83,086,591

LIABILITIES AND STOCKOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	1,980,897		$	2,204,208
Lease liability, short-term		174,127			163,865
Total Current Liabilities		2,155,024			2,368,073

Non-current Liabilities:
Asset retirement obligation		4,409,230			4,375,919
Lease liability, long-term		1,601,573			1,579,443
Contingent consideration liability, long-term		25,980,832			24,994,315
Total Non-current Liabilities		31,991,635			30,949,677
Total Liabilities		34,146,659			33,317,750

Commitments and Contingencies (Note 6)

Stockholders’ Equity:
Class A Common Stock, par value $0.0001 per share, 150,000,000 shares authorized, 40,584,455 and 40,560,433 shares issued and outstanding as of March 31, 2025 and December 31, 2024		4,058			4,056
Class C Common Stock, par value $0.0001 per share, 70,000,000 shares authorized, 25,994,400 shares issued and outstanding as of March 31, 2025 and December 31, 2024		2,599			2,599
Additional paid-in capital		226,998,675			226,722,424
Accumulated other comprehensive loss		(5,109,054	)		(5,803,378	)
Accumulated deficit		(193,054,092	)		(191,047,953	)
Noncontrolling interest		19,002,841			19,891,093
Total Stockholders’ Equity		47,845,027			49,768,841
Total Liabilities and Stockholders’ Equity	$	81,991,686		$	83,086,591

The MIL Network –

May 16, 2025

Category: Emissions Trading

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