Category: Finance

  • MIL-OSI Canada: Saskatchewan Leads the Nation in Housing Starts and Wholesale Trade Growth

    Source: Government of Canada regional news

    Released on May 15, 2025

    Continued Positive Statistics, a Sign of Strong Financial Position 

    According to the latest data, Saskatchewan recorded a third consecutive month of rising wholesale (excluding petroleum, petroleum products, and other hydrocarbons and excluding Oilseed and grain) trade sales with a 20.9 per cent increase year-over-year from March 2024 to March 2025, as well as a month-over-month increase of 10.2 per cent from February 2025 to March 2025. This ranked first in month-over-month and second in year-over-year growth among the provinces in this category. Wholesale trade (excluding petroleum, petroleum products, and other hydrocarbons and excluding Oilseed and grain) reached $4.0 billion in March 2025.

    In the first four months of 2025, urban housing starts in Saskatchewan increased by 93.8 per cent, compared to the same period in 2024. Saskatchewan ranked first among the provinces in percentage change. The province also saw a year-over-year increase of 88.3 per cent from April 2024 to April 2025, which ranks third among the provinces. Single family dwellings increased by 112.9 per cent , and multiple units increased by 81.8 per cent , compared to April 2024 as well. Saskatoon led the way in growth with a 221.9 per cent year-over-year increase and a 124.7 per cent year-to-date increase.

    “The strong performance we are seeing in housing starts and wholesale trade is further evidence that Saskatchewan is one of the fastest-growing economies in Canada,” Trade and Export Development Minister Warren Kaeding said. “These consistent increases reflect the success of our policies, which are driving job creation, investment and growth across all sectors. Saskatchewan remains a destination for opportunity and is open for business.”

    Housing starts refers to the number of housing projects that started that month. While wholesale trade is a measure of the value of goods purchased in large quantities with the intention of being sold to resellers, but not to final consumers.

    The provincial economy continues to see substantial growth. In 2007, the value of Saskatchewan exports was $19.8 billion, which has since climbed to nearly $50 billion on average over the past three years. In 2024, the province’s exports reached 161 countries. The Government of Saskatchewan remains focused on strengthening international relationships to diversify markets and boost exports.

    Statistics Canada’s latest GDP numbers indicate that Saskatchewan’s 2024 real GDP reached an all-time high of $80.5 billion, increasing by $2.6 billion, or 3.4 per cent. This ranks Saskatchewan second in the nation for real GDP growth, and above the national average of 1.6 per cent.

    Private capital investment in Saskatchewan increased last year by 17.3 per cent to $14.7 billion, ranking first among provinces. Private capital investment is projected to reach $16.2 billion in 2025, an increase of 10.1 per cent over 2024. This is the second highest anticipated percentage increase among the provinces.

    Last year, the Government of Saskatchewan unveiled its new Securing the Next Decade of Growth – Saskatchewan’s Investment Attraction Strategy. This strategy, combined with Saskatchewan’s trade and investment website, InvestSK.ca, contains helpful information for potential markets and solidifies the province as the best place to do business in Canada.

    For more information, visit: InvestSK.ca.

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    For more information, contact:

    MIL OSI Canada News

  • MIL-OSI Canada: Expanded CIC Indigenous Bursary Program Delivering more Supports for Post-Secondary Students Across Saskatchewan

    Source: Government of Canada regional news

    Released on May 15, 2025

    Crown Investments Corporation (CIC) now delivers financial support to more Indigenous post-secondary students in Saskatchewan than ever before. With the expansion of CIC’s Indigenous Bursary Program to most regional colleges and the Gabriel Dumont Institute (GDI), students in rural areas across the province can now gain better access to this educational funding close to their home communities.

    “The Indigenous Bursary Program is one of CIC’s direct efforts to advance economic reconciliation, through delivering more affordable access to training and education opportunities for Indigenous peoples in Saskatchewan,” Crown Investments Corporation Minister Jeremy Harrison said. “Increasing the participation of Indigenous talent in our Crown sector and all aspects of Saskatchewan’s economy is vital to our province’s continued growth.”

    The Indigenous Bursary Program had provided close to $2.2 million between 2018-19 and 2023-24 to financially support students at the University of Saskatchewan, University of Regina, Saskatchewan Polytechnic, Saskatchewan Indian Institute of Technologies (SIIT) and Lakeland College. Since its inception in 2004, more than 1,300 bursaries have been awarded to students.

    The expansion now includes Northlands College, Suncrest College, Southeast College, Great Plains College, North West College and GDI, which offer education opportunities across Saskatchewan’s rural communities and Tribal Council districts. In total, the program provides funding for 115 bursaries per year, valued at $5,000 each – a total annual investment of $575,000.

    “Long-standing partnerships with our donors have been essential in advancing equitable access to education,” Director of Advancement at SIIT Kendra Rowswell said. “Over the years, the bursaries provided by Crown Investments Corporation have significantly reduced financial barriers for Indigenous students, enabling them to pursue their educational goals. CIC’s continued generosity ensures that this impact will be felt for generations to come.” 

    “The Crown Investments Corporation’s Indigenous Bursary provided to the Gabriel Dumont Scholarship Foundation will help create opportunities for Métis students who are unable to access other sources of financial support, one of the major barriers to attending and achieving a higher education,” Gabriel Dumont Institute CEO Brett Vandale said. “In our community, education is the great equalizer!”

    Key program eligibility criterion include:

    • Be of self-declared Indigenous ancestry (includes Status First Nation, Non-Status First Nation, Métis or Inuit);
    • Be a Saskatchewan resident for at least the past 12 months;
    • Achieve satisfactory academic standing in post-secondary studies; and
    • Be registered full-time.  

    Visit: www.cicorp.sk.ca/bursaries-and-internships/indigenous-bursary-program for detailed program information.

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    MIL OSI Canada News

  • MIL-OSI USA: Remarks of Commissioner Mark T. Uyeda

    Source: Securities and Exchange Commission

    Welcome to the 12th Annual Conference on Financial Market Regulation.  It is a pleasure to kick off this two-day conference.  Thank you to all who have submitted papers in connection with the conference and to the discussants who have dissected them.  I would also like to thank the staff of the Division of Economic and Risk Analysis, led by Dr. Robert Fisher, for their efforts in planning this program as well as our academic partners.  Today’s program covers a number of timely topics. We have a number of different tracks at the conference, so I thought that I would briefly discuss two topics that caught my attention.[1]

    Private Market Capital Raising

    First, panelists will discuss the economic implications of individual investments in private markets.  One panel will discuss findings related to a systematic study of private equity investments by individual investors.[2]  This topic directly impacts capital formation concerns, but also impacts the issue of expanding investment opportunities for individual investors. Notably, the authors found that contrary to concerns about adverse selection, private equity investments by individual investors perform similarly to those of institutions and outperform public markets. Of particular interest, they identified three innovations that enable individuals to invest in private equity: “the proliferation of funds with low minimum commitments, pooling capital via advisors, and leveraging advisors’ networks to access fund managers.”  These structural observations are relevant as the Commission looks at regulatory mechanisms to increase capital formation. The need to empower retail investment in private companies is critical – both from a capital formation perspective and from an investor diversification lens. 

    Additionally, in exploring ways to expand opportunities by promoting greater retail investing in private companies, changes to the accredited investor definition should be considered. While the accredited investor definition has served as the benchmark for financial sophistication on a national – and perhaps global – level, and has provided stability and predictability to market participants, we look to ways to address some potential unintended consequences of the standard during the forty-plus years since it was introduced.

    In promoting opportunities for retail investment in private companies, we should not shy away from discussing the potential investment risks, including the risk of financial losses.  However, investments in private, growth-stage companies that are higher-risk, higher-reward may be beneficial as part of a person’s diversified portfolio, particularly if the exposure is through pooled investment vehicles.  Modern portfolio theory supports the view that a more diversified portfolio impacts overall economic risk.

    As such, we should seek to modernize the exemptive landscape.  If an individual believes that the risk is appropriate and the framework limits investors to those who are financially sophisticated, can sustain the risk of investment loss, can fend for themselves, and have other relevant characteristics, then our regulatory regime should not deny such individual a source of potential wealth accumulation and portfolio diversification. 

    While current and future regulatory proxies for financial sophistication may never be perfect, we should acknowledge that investor protection might also exist through diversification by expanding opportunities for individual investors to allow them to obtain the investment exposure through financial professionals operating under a best interest or fiduciary duty obligation. 

    Notably, recent investor surveys conducted by the Office of the Investor Advocate found that there is investor appetite by accredited and non-accredited investors, for investing in private companies.  Specifically, 14.4% of accredited investors reported being “interested” in investing in this space, while 4.7% of non-accredited investors reported interest.[3]  Investors in both categories – including persons that are currently non-accredited but may be deemed accredited under any new potential standards—have a desire to optimize their investment returns.  I appreciate the thoughtful economic research related to private markets – this research will likely inform any future policymaking.

    Recent Greenwashing by Funds and Impacts on Investments

    Second, attendees will develop a better understanding of the extent to which funds engaged in “greenwashing” – and more specifically, how such practices impacted investors’ returns.  This is particularly interesting, given the focus on these types of funds recently.  The authors of one paper presented this week, The Economics of Greenwashing Funds, found that “funds engaging in greenwashing charge higher fees while attracting greater flows from investors.”[4]  Charging higher average fees and thus impacting overall returns is concerning in any environment, especially when it is unclear whether improved outcomes were achieved. As it pertains to transactional and investment costs, I also note that the authors found that “greenwashing funds are more likely to incur regulatory costs and experience outflows, as reflected in ESG-related comment letters from the SEC.”  To the extent that funds elect to pursue strategies not directly tied to financial performance of the underlying investments, investors should not be penalized through higher overall investment costs, without corresponding clear and unequivocal disclosure of the downsides of such strategies.  

    These are only two examples of the thoughtful and relevant topics in the program.  There are many other interesting topics, including with respect to crypto.  Your research will help inform policymaking and economic analysis in future regulatory endeavors. 

    Thank you to the economists for your work and thank you for your participation in this conference.  In addition to the presentations, I hope that there will be productive side conversations throughout the next two days. One never knows whether the next great idea will start with some notes jotted down on a napkin.

     


    [1] My remarks reflect solely my individual views as a commissioner and do not necessarily reflect the views of the full U.S. Securities and Exchange Commission or my fellow Commissioners.

    [2] Cynthia Mei Balloch (London School of Economics), Federico Mainardi (University of Chicago), Sangmin Oh (Columbia University), Petra Vokata (The Ohio State University) Democratizing Private Markets: Private Equity Performance of Individual Investors (forthcoming). 

    [3] Katherine Carman, Alycia Chin, Steven Nash, and Brian Scholl. Exploring Accredited Investors and Private Market Securities Ownership, OIAD Working Paper (2025) (forthcoming).

    MIL OSI USA News

  • MIL-OSI Security: Shasta County Man Pleads Guilty to Running a $35 Million Investment Fraud Scheme and Witness Tampering

    Source: Office of United States Attorneys

    Matthew Piercey, 48, of Palo Cedro, pleaded guilty today to wire fraud, concealment money laundering, and witness tampering in connection with a $35 million investment fraud scheme, Acting U.S. Attorney Michele Beckwith announced. Piercey pleaded guilty without a written plea agreement to all 27 of the pending counts and the Court vacated the May 19, 2025, trial date.

    According to court documents, between July 2015 and August 2020, Piercey solicited investor funds by holding himself out as an investment advisor through his purported investment companies Family Wealth Legacy and Zolla. He made a variety of false and misleading statements to investors about the nature and success of trading algorithms, commissions and fees, investment strategies, the liquidity of investments, and the financial stability of Family Wealth Legacy and Zolla. For example, Piercey marketed the “Upvesting Fund,” an automated algorithmic trading fund that he falsely claimed had a history of success. He took money from numerous investors in this purported fund, but privately admitted to an associate that there was no Upvesting Fund.

    Running a Ponzi-like fraud scheme, Piercey used some investor money to make payments to other investors. As the scheme progressed, Piercey used a Redding-area chiropractor to conceal his continued operation of the investment fraud and take in new money.

    In total, Piercey paid back only approximately $8.8 million to investors of the approximately $35 million invested. He used the additional money for various business and personal expenses, including paying a criminal defense firm and buying two residential properties. Few, if any, liquid assets remained to repay investors.

    According to court documents, when Piercey learned he was under investigation, he took steps to dissuade investors and witnesses from responding to grand jury subpoenas. His actions caused several individuals to delay producing documents, while at the same time, he syphoned off nearly $775,000 from victim investors into a bank account he controlled.

    On Nov. 16, 2020, when law enforcement agents attempted to arrest Piercey, he fled from arrest and led agents on a vehicle chase through residential neighborhoods and onto the highway before abandoning his vehicle and entering Lake Shasta with an underwater submersible device. After about 20 minutes in the water, he emerged from the lake where he was arrested.

    After his arrest, Piercey used coded language to communicate with two individuals who visited him in jail. He directed these individuals to take actions with the contents of a U-Haul storage locker he had rented in Redding. A subsequent FBI search of the storage locker revealed that Piercey had rented the locker under a fictitious name, Chadwick Givens, using a fake California driver’s license. The locker contained, among other things, a wig and ₣31,000 in Swiss francs.

    “Investment fraud schemes like the one led by this defendant can devastate lives, retirements, and undo decades of planning by hard-working people simply looking for a trusted place to invest their money,” said Acting U.S. Attorney Beckwith. “Our office will continue to work with the FBI and our law enforcement partners to bring to justice those who commit these frauds and who seek to tamper with the grand jury process.”

    “Many invested their life savings with Matthew Piercey’s companies, not knowing that the claim of guaranteed returns were the empty promises of a Ponzi scheme,” said FBI Sacramento Special Agent in Charge Sid Patel. “The FBI agents, forensic accountants, and other specialized personnel work tirelessly to ensure those who exploit the trust of a hopeful public will face serious consequences.”

    This case is the product of an investigation by the Federal Bureau of Investigation. Assistant U.S. Attorneys Matthew Thuesen, Audrey B. Hemesath, Christopher S. Hales, and Kevin Khasigian are prosecuting the case.

    Piercey is scheduled to be sentenced by U.S. District Judge Troy L. Nunley on Sept. 4, 2025. Two other defendants who conspired with Piercey in the scheme are Ken Winton and Gary Klopfenstein. Winton pleaded guilty in December 2020 and Klopfenstein pleaded guilty in July 2024. Both Winton and Klopfenstein are scheduled for status conferences regarding sentencing on Aug. 21, 2025.

    Piercey faces a maximum statutory penalty of 20 years in prison and a fine of up to $250,000 or twice the gross gain or loss, whichever is greater, for each wire fraud and mail fraud count; 20 years in prison and a fine of up to $250,000 for each witness tampering count; and 20 years in prison and a fine of up to $500,000 or twice the value of the property involved, whichever is greater, for each money laundering count. The actual sentence, however, will be determined at the discretion of the court after consideration of any applicable statutory factors and the Federal Sentencing Guidelines, which take into account a number of variables.

    MIL Security OSI

  • MIL-OSI Security: Former Suffolk County Jail Officer Pleads Guilty to Wire Fraud Charges

    Source: Office of United States Attorneys

    BOSTON – A Quincy man pleaded guilty today in federal court in Boston to a scheme whereby he falsely claimed to sell repossessed vehicles as a law enforcement officer. Defendant claimed to be a Boston Police Detective, Massachusetts State Police Trooper and County Sheriff.

    Recardo S. Beale, 34, of Quincy, pleaded guilty to three counts of wire fraud. U.S. District Court Judge Myong J. Joun scheduled sentencing for Aug. 26, 2025. Beale was charged in March 2025.

    According to charging documents, Beale was an Officer for the Suffolk County Sheriff’s Department from approximately April 2021 to November 2021. Between approximately October 2023 and February 2024, Beale claimed to three individuals that as a law enforcement officer, he had access to repossessed vehicles that he could sell at a low price.

    At various times, Beale identified himself to these individuals as a Sheriff, a Boston Police Detective and/or a Massachusetts State Police Trooper. Beale did not, in fact, hold any of these positions when he made such representations. In reliance on Beale’s false representations, the individuals gave tens of thousands of dollars to Beale for the purported repossessed vehicles. Among the vehicles that Beale falsely promised to sell were a BMW, an Audi and a Mercedes. Beale never delivered any such vehicles as Beale did not have any such repossessed vehicles available for sale. On separate occasions, Beale met with two separate individuals at the Suffolk County House of Correction purportedly to show them repossessed vehicles. During one such meeting on Nov. 17, 2023, Beale met with an individual inside the House of Correction. Surveillance video showed Beale wearing a Suffolk County Correction Officer Academy hoodie, blue tactical pants like those worn by jail guards and black boots also similar to those worn by jail guards. Beale did not show any vehicles to the individual on Nov. 17, 2023, claiming that his superior, was also involved in the sale, and not available.  

    The charge of wire fraud provides for a sentence of up to 20 years in prison, three years of supervised release and a fine of up to $250,000. Sentences are imposed by a federal district court judge based upon the U.S. Sentencing Guidelines and statutes which govern the determination of a sentence in a criminal case.

    United States Attorney Leah B. Foley; Ketty Larco-Ward, Inspector in Charge of the United States Postal Inspection Service’s Boston Office; and Kim Milka, Acting Special Agent in Charge of the Federal Bureau of Investigation Boston Division made the announcement today. Assistant U.S. Attorney Caroline Merck of the Springfield Branch Office and John Mulcahy of the Public Corruption & Special Prosecutions Unit are prosecuting the case.   
     

    MIL Security OSI

  • MIL-OSI Security: Texas woman sent to federal prison for transporting drugs into the United States

    Source: Office of United States Attorneys

    LAREDO, Texas – A 29-year-old San Antonio resident has been sentenced for the attempted importation of methamphetamine, announced U.S. Attorney Nicholas J. Ganjei.

    Shania Nichele Ellis pleaded guilty Dec. 18, 2024.

    U.S. District Judge John A. Kazen has now ordered Ellis to serve 97 months in federal prison to be immediately followed by five years of supervised release. At the hearing, the court heard additional testimony that detailed how Ellis knew she was going to Mexico to move narcotics for money. In handing down the sentence, the court noted Ellis made a terrible decision.

    On Aug. 25, 2024, Ellis drove from Mexico to the Gateway to the Americas International Bridge 1 in Laredo and entered the trusted traveler lane. Authorities subsequently referred her to secondary inspection after learning she was not enrolled in that program.

    There, they discovered a small access door on the rear liftgate which revealed several bundles of narcotics. A K9 also alerted to the vehicle’s doors where more bundles were hidden inside the panels.

    Law enforcement ultimately found a total of 44 bundles of methamphetamine, weighing 24.407 kilograms with a 97% purity level as well as two bundles of cocaine weighing 655.6 grams and one bundle of black heroin weighing 494.5 grams.

    The investigation revealed that a friend had attempted to recruit her via social media to transport the narcotics from Mexico to the United States. While visiting that friend in Monterrey, Mexico, her car went missing. It was returned the following day when she was told to leave.

    As part of her plea, she admitted she conspired with at least one other person to import narcotics across the border from Mexico into the United States.

    She has been and will remain in custody pending transfer to a Federal Bureau of Prisons facility to be determined in the near future.

    Immigration and Customs Enforcement – Homeland Security Investigations and Customs and Border Protection conducted the investigation. Assistant U.S. Attorney Andrew P. Hakala-Finch prosecuted the case.

    MIL Security OSI

  • 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

  • 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

  • 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

  • MIL-OSI Security: Additional 12 Defendants Charged in RICO Conspiracy for over $263 Million Cryptocurrency Thefts, Money Laundering, Home Break-Ins

    Source: Office of United States Attorneys

    WASHINGTON – A four-count superseding indictment, unsealed today in U.S. District Court, charges 12 additional people – Americans and foreign nationals – for allegedly participating in a cyber-enabled racketeering conspiracy throughout the United States and abroad that netted them more than $263 million. Several were arrested this week in California, while two remain abroad and are believed to be living in Dubai.

    The superseding indictment and the arrests were announced by U.S. Attorney Jeanine Ferris Pirro, FBI Special Agent in Charge Sean Ryan of the Washington Field Office Criminal and Cyber Division, and Executive Special Agent in Charge Kareem A. Carter of the Internal Revenue Service – Criminal Investigation Washington, D.C. Field Office.

    The defendants, listed below, face charges that include RICO conspiracy, conspiracy to commit wire fraud, money laundering, and obstruction of justice. The superseding indictment adds charges originally brought against Malone Lam on Sept. 19, 2024.

    According to the superseding indictment, the enterprise began no later than October 2023 and continued through March 2025. It grew from friendships developed on online gaming platforms.

    Members of the enterprise held different responsibilities. The various roles included database hackers, organizers, target identifiers, callers, money launderers, and residential burglars targeting hardware virtual currency wallets.

    Database hackers hacked websites and servers to obtain cryptocurrency-related databases or purchased databases on the darkweb. Organizers and target identifiers organized and collated information across the databases to determine the most valuable targets. Callers cold-called victims and used social engineering to convince them their accounts were the subject of cyberattacks and the enterprise callers were attempting to help secure their accounts. Money launderers received the stolen crypto currency and turned it into fiat U.S. currency in the form of bulk cash or wire transfers.

    According to the indictment, members and associates of the enterprise used the stolen virtual currency to purchase, among other things, nightclub services ranging up to $500,000 per evening, luxury handbags valued in the tens of thousands of dollars that were given away at nightclub parties, luxury watches valued between $100,000 and $500,000, luxury clothing valued in the tens of thousands of dollars, rental homes in Los Angeles, the Hamptons, and Miami, private jet rentals, a team of private security guards, and a fleet of at least 28 exotic cars ranging in value from $100,000 to $3.8 million.

    According to the indictment, members of the enterprise laundered stolen cryptocurrency proceeds by moving the funds through various mixers and exchanges using “peel chains,” pass-through wallets, and virtual private networks to mask their true identities. 

    The indictment alleges that in one instance on Aug. 18, 2024, Malone Lam and contacted a victim in D.C. and, through the communications with that victim, fraudulently obtained over 4,100 Bitcoin — worth over $230 million at the time. In another instance in July 2024, Malone Lam and others are accused of stealing over $14 million in cryptocurrency from an additional victim.

    The indictment alleges that members of the enterprise also committed home break-ins. As alleged in the Indictment, Marlon Ferro traveled to New Mexico in July 2024 and broke into a victim’s home to steal their hardware virtual currency wallet while Lam monitored the victim’s location by logging into his iCloud account.

    The superseding indictment also alleges that the enterprise engaged in significant money laundering activity. Kunal Mehta, Hamza Doost, Joel Cortez, and Evan Tangeman are alleged to have engaged in unlicensed crypto-to-cash services for the enterprise, obtained luxury rental homes for members of the enterprise using fake identity documents, booked private jet travel with stolen cryptocurrency for the enterprise, concealed ownership of exotic cars by registering them in shell company names, and shipped bulk cash through US mail to members of the enterprise hidden in squishmallow stuffed animals.

    Following his arrest in September 2024 and continuing while in pretrial detention, Lam is alleged to have continued working with members of the enterprise to pass and receive directions, collect stolen cryptocurrency, and to have enterprise members buy luxury Hermes Birkin bags and hand deliver them to his girlfriend in Miami, Florida.

    This ongoing investigation is being handled by the U.S. Attorney’s Office for the District of Columbia, the FBI’s Washington Field Office, and the IRS-Criminal Investigation Washington D.C. Field Office. Significant investigative and operational support was provided by the FBI’s Los Angeles and Miami field offices.

    The matter is being prosecuted by Assistant United States Attorney Kevin Rosenberg, Acting Deputy Chief of the Fraud, Public Corruption, and Civil Rights Section of the U.S. Attorney’s Office for the District of Columbia.

    If found guilty, the defendants’ sentences will be determined by the court based on the advisory Sentencing Guidelines and other statutory factors.

    An indictment is merely an allegation and all defendants are presumed innocent until proven guilty beyond a reasonable doubt in a court of law.

    Defendants

    NAME, AGE, & ALLEGED ROLE AKAs HOMETOWN CHARGES
    Malone Lam, 20, Social Engineering, Organizer “King Greavys,” “$$$,” “7,” “Kg,” “Anne Hathaway”

    Miami, Florida,

    Los Angeles, Calif.,

    Singapore

    RICO Conspiracy, Conspiracy to Commit Wire Fraud, Conspiracy to Launder Monetary Instruments
    Marlon Ferro, 19, Money Laundering, Residential Burglary “Marlo,” “GothFerrari” Santa Ana, California RICO Conspiracy, Conspiracy to Commit Wire Fraud, Conspiracy to Launder Monetary Instruments
    Hamza Doost, 21, Money Laundering “Scyllia” Hayward, California RICO Conspiracy, Conspiracy to Launder Monetary Instruments
    Conor Flansburg, 21,   Database Hacker, Caller, and Organizer “O O,” “Green Room,” “@d0uu0b” Newport Beach, California RICO Conspiracy, Conspiracy to Commit Wire Fraud
    Kunal Mehta, 45, Money Laundering “Papa,” “The Accountant,” “Shrek,” “Neil” Irvine, California RICO Conspiracy, Conspiracy to Launder Monetary Instruments
    Ethan Yarally, 18, Caller “Rand,” “15%” Richmond Hill, New York RICO Conspiracy, Conspiracy to Commit Wire Fraud
    Cody Demirtas, 19, Caller “KO,” “Kody” Stuart, Florida RICO Conspiracy, Conspiracy to Commit Wire Fraud
    Aakash Anand, 22, Caller, Money Laundering “Light,” “Dark” New Zealand RICO Conspiracy, Conspiracy to Commit Wire Fraud, Conspiracy to Launder Monetary Instruments
    Evan Tangeman, 21, Money Laundering “E,” “Tate,” “Evan | Exchanger” Newport Beach, California RICO Conspiracy, Conspiracy to Launder Monetary Instruments
    Joel Cortes, 21, Money Laundering “J” Laguna Niguel, California RICO Conspiracy, Conspiracy to Launder Monetary Instruments
    First Name Unknown-1 , Last Name Unknown-1, Database Hacker “Chen,” “Squiggly” Unknown RICO Conspiracy, Conspiracy to Commit Wire Fraud, Conspiracy to Launder Monetary Instruments
    First Name Unknown-2 , Last Name Unknown-2, Database Hacker “Danny” “Meech” Unknown RICO Conspiracy, Conspiracy to Commit Wire Fraud, Conspiracy to Launder Monetary Instruments
    John Tucker Desmond, 19, Destroyed Evidence

    Huntington Beach, California Obstruction of Justice

    24cr417

    MIL Security OSI

  • MIL-OSI Security: Two Foreign Nationals Arrested in Vermont Border-Crossing Event

    Source: Office of United States Attorneys

    Burlington, Vermont – The United States Attorney’s Office for the District of Vermont stated that on May 13, 2025, Emmanuel Pierre Andre Irene, 26, and Erika Brezault, 23, citizens of Haiti, were arrested by the United States Border Patrol in the town of Troy, Vermont. Both were charged by criminal complaints—Irene with illegally entering the United States as an alien, and Brezault with transporting Irene in furtherance of his illegal entry. Irene and Brezault both appeared on May 14, 2025, before United States Magistrate Judge Kevin J. Doyle, who ordered that Brezault be released on conditions of pretrial supervision pending further proceedings. Judge Doyle accepted Irene’s plea of guilty to illegal entry and sentenced Irene to a time-served sentence.

    According to court records, around 1:00 am on May 13, 2025, one individual was observed walking south in Canada on a road that reaches the United States border; later, at approximately 3:30 am, one individual was observed walking south in the United States in an area close to that Canadian road, approximately a half-mile south of the international border. U.S. Border Patrol agents and Homeland Security Investigations (HSI) agents responded to the scene to search for the suspected illegal entrant in the area of Mud Creek, approximately two miles east of the village of North Troy, Vermont. At approximately 9:23 am, an HSI agent made contact with a Massachusetts-plated vehicle that had been pulled over to the side of Bear Mountain Road, and he spoke with the two occupants. The driver was later identified as Brezault, and the passenger was later identified as Irene. They told the agent they were from Haiti and were now living in Worchester, Massachusetts. A uniformed Border Patrol agent joined the HSI agent, and they spoke with Brezault and Irene, who both claimed to have Temporary Protected Status in the United States. After an agent pointed out Irene’s wet, muddy clothing and informing them of the camera images of the male subject approaching and then being south of the international border, Irene admitted to entering the United States from Canada by walking through the woods. Brezault also admitted to picking up Irene after he crossed into the United States. Both defendants were detained and later charged with the respective offenses.

    The United States Attorney’s Office emphasizes that the complaint contains allegations only and that Brezault is presumed innocent until and unless proven guilty. Brezault faces up to five years’ imprisonment if convicted. The actual sentence, however, would be determined by the District Court with guidance from the advisory United States Sentencing Guidelines and the statutory sentencing factors.

    Acting United States Attorney Michael P. Drescher commended the investigatory efforts of the United States Border Patrol and Homeland Security Investigations.

    The prosecutor is Assistant United States Attorney Matthew Lasher. Brezault is represented by Assistant Federal Public Defender Emily Kenyon, and Irene was represented by Karen Shingler, Esq.

    This case is part of Operation Take Back America a nationwide initiative that marshals the full resources of the Department of Justice to repel the invasion of illegal immigration, achieve the total elimination of cartels and transnational criminal organizations (TCOs), and protect our communities from the perpetrators of violent crime. Operation Take Back America streamlines efforts and resources from the Department’s Organized Crime Drug Enforcement Task Forces (OCDETFs) and Project Safe Neighborhood (PSN).

    MIL Security OSI

  • MIL-OSI Security: St. Louis County Man Admits Seeking Nude Pictures from Children Online

    Source: Office of United States Attorneys

    ST. LOUIS – A man from St. Louis County, Missouri on Thursday admitted soliciting nude images of children that he’d approached online, and receiving images of one 12-year-old victim.

    Alsaphone Hunt, 44, pleaded guilty to one count of coercion and enticement of a minor and one count of distribution of child pornography.

    Hunt initiated communications with an 8-year-old girl in Maryland via Facebook Messenger in February of 2021. After an initial exchange of messages, the girl’s mother took over the phone. Hunt asked if the girl wanted to “see something that you like to see on a boy.” He asked to see her genitals, and then sent a photo of his. The mother stopped responding and contacted local police after Hunt sent images containing child sexual abuse material (CSAM). Police officers identified Hunt and forwarded their findings to the St. Louis County Police Department.

    On March 1, 2021, a St. Louis County Police Department detective pretending to be a 10-year-old girl “friended” Hunt on Facebook. Hunt then contacted the detective via Facebook Messenger. Hunt became increasingly sexually explicit and sent CSAM and photos of male genitals. On March 5, 2021, police arrested Hunt at the fast-food restaurant where he worked. He admitted sending CSAM and a picture of his genitals and allowed investigators to search the phone he’d been using to communicate with the 8-year-old and the detective.

    A search of the phone revealed the presence of 65 video files and 165 image files containing CSAM as well as 55 image files containing child erotica. Investigators also learned that Hunt had coerced or enticed a 12-year-old into sending him CSAM that she produced.

    Hunt is scheduled to be sentenced on August 21. Both the U.S. Attorney’s office and Hunt’s lawyers have agreed to recommend 15 years in prison.

    The St. Louis County Police Department, the Montgomery County (Maryland) Department of Police, the FBI and Immigration and Customs Enforcement’s Homeland Security Investigations investigated the case. Assistant U.S. Attorney Michael Hayes is prosecuting the case.

    This case was brought as part of Project Safe Childhood, a nationwide initiative to combat the growing epidemic of child sexual exploitation and abuse launched in May 2006 by the Department of Justice. Led by U.S. Attorneys’ Offices and the Department of Justice Criminal Division’s Child Exploitation and Obscenity Section, Project Safe Childhood marshals federal, state and local resources to better locate, apprehend and prosecute individuals who exploit children via the Internet, as well as to identify and rescue victims. For more information about Project Safe Childhood, please visit www.justice.gov/psc.

    MIL Security OSI

  • MIL-OSI Security: Oakhurst Man Charged with Stalking Fresno Woman

    Source: Office of United States Attorneys

    FRESNO, Calif. — A federal grand jury returned a three-count indictment today against Preston Nelson-Kestner, 21, of Oakhurst, charging him with stalking, distribution and possession of images of child sexual exploitation, Acting U.S. Attorney Michele Beckwith announced.

    According to court documents, between October 2023, and Feb. 13, 2024, Nelson-Kestner used social media applications including OnlyFans, Instagram, and TikTok to engage in a course of conduct that caused, attempted to cause, and would be reasonably expected to cause substantial emotional distress to an adult victim in Fresno. Nelson-Kestner used the social media apps to send threatening messages to the victim and sent videos and images of a minor engaged in sexually explicit conduct.

    This case is the product of an investigation by the Federal Bureau of Investigation and the Fresno Police Department with assistance from the Madera County Sheriff’s Office and the Central California Internet Crimes Against Children Task Force. Assistant U.S. Attorney David L. Gappa is prosecuting the case.

    If convicted, Nelson-Kestner faces a maximum statutory penalty of five years in prison and a $250,000 fine for stalking, a minimum of five years in prison up to 20 years in prison for distribution and a 10-year maximum sentence for possession of images of child sexual exploitation. Any sentence, however, would be determined at the discretion of the court after consideration of any applicable statutory factors and the Federal Sentencing Guidelines, which take into account a number of variables. The charges are only allegations; the defendant is presumed innocent until and unless proven guilty beyond a reasonable doubt.

    MIL Security OSI

  • MIL-OSI Security: Tulsa Resident Pleads Guilty To Theft In Indian Country

    Source: Office of United States Attorneys

    MUSKOGEE, OKLAHOMA – The United States Attorney’s Office for the Eastern District of Oklahoma announced that Tommy Allen Winkler, age 37, of Tulsa, Oklahoma, entered a guilty plea to an Information of one count of Theft in Indian Country.

    The Information alleged that on November 16, 2022, and continuing until June 14, 2024, Winkler took and carried away, with intent to steal and purloin, money and personal property of three victims with a value exceeding $1,000.00.

    The crime occurred in Muskogee County, within the boundaries of the Muscogee (Creek) Nation Reservation, in the Eastern District of Oklahoma.

    The charge arose from an investigation by the Federal Bureau of Investigation.

    The Honorable D. Edward Snow, U.S. Magistrate Judge in the United States District Court for the Eastern District of Oklahoma, accepted the plea and ordered the completion of a presentence investigation report.

    A U.S. District Court Judge will determine the sentence to be imposed after considering the U.S. Sentencing Guidelines and other statutory factors.

    Winkler was released on bond pending sentencing.

    Assistant U.S. Attorney Joshua Satter represented the United States.

    MIL Security OSI

  • MIL-OSI Security: Nashville Man Charged with Conspiracy to Defraud Fresno County

    Source: Office of United States Attorneys

    FRESNO, Calif. — A federal grand jury returned a six-count indictment against Jafaar September Nyangoro, 52, of Franklin, Tennessee, and Peter Bah Acha, 45 of Berlin, Germany, charging them with conspiracy to commit wire fraud and wire fraud related to a scheme to defraud Fresno County, Acting U.S. Attorney Michele Beckwith announced.

    According to court documents, sometime before Sept. 14, 2020, Nyangoro, Acha, and others secretly gained control of an email account used by the finance director of a Fresno nonprofit to submit fraudulent invoices to Fresno County for payment through Automated Clearing House (ACH) transactions. Posing as the finance director, they fraudulently represented to the County of Fresno that the nonprofit’s bank account information had changed and that payments should be sent to an account at a different bank that Nyangoro had recently opened. The County of Fresno updated the nonprofit’s bank account information accordingly.

    According to court documents, between Sept. 24, 2020, and Oct. 13, 2020, the County of Fresno initiated several ACH transfers totaling over $1.5 million to Nyangoro’s bank account instead of the nonprofit’s bank account. At times, Nyangoro, Acha, and others communicated with each other through various means, including WhatsApp. For example, on Oct. 16, 2020, after Regions Bank reversed some of the ACH transfers for suspected fraud, Nyangoro sent a WhatsApp message: “We’re in deep s***. The last 3 transactions from County of Fresno have been reversed. Please call me ASAP!”

    This case is the product of an investigation by the Federal Bureau of Investigation. Assistant U.S. Attorney David L. Gappa is prosecuting the case.

    Nyangoro was ordered detained by a magistrate judge in Nashville on May 14, 2025, and will make an appearance in Fresno at a later date.

    If convicted, Nyangoro and Acha face a maximum statutory penalty of 20 years in prison and a fine up to $250,000 for each count of conspiracy to commit wire fraud and wire fraud. Any sentence, however, would be determined at the discretion of the court after consideration of any applicable statutory factors and the Federal Sentencing Guidelines, which take into account a number of variables. The charges are only allegations; the defendant is presumed innocent until and unless proven guilty beyond a reasonable doubt.

    MIL Security OSI

  • MIL-OSI Security: Michigan Man Sentenced to Decades in Prison for Production and Distribution of Child Sexual Abuse Material

    Source: Federal Bureau of Investigation FBI Crime News (b)

    Spokane, Washington – Acting United States Attorney Richard R. Barker announced that United States District Judge Thomas O. Rice sentenced Daniel Augustine Solis, age, 33, to 40 years in federal prison for producing and distributing child sexual abuse material.  Judge Rice also imposed a lifetime of supervised release and restitution of $615.00

    Judge Rice presided over a criminal trial for Solis, which began November 4, 2024. On the second day of trial, Solis pleaded guilty after the United States presented evidence of a text conversation between Solis and his co-defendant regarding the sexual abuse of a child.

    According to court documents and information presented at the trial and sentencing hearing, in the fall of 2019, Solis lived with his girlfriend in Eastern Washington. Solis was abusive and manipulative, which included monitoring his girlfriend’s actions through logging on to her social media and various phone applications.

    Solis eventually moved to Michigan, where he continued his pattern of manipulation. In attempt to appease Solis, his girlfriend agreed to create sexually explicit videos involving a minor child and send them to Solis.

    In February 2020, Solis became angry when he learned that his girlfriend told her mother Solis had access to the family cell phone plan. For the next several hours, Solis threatened to report his girlfriend to police based on the previously created videos, unless she created more explicit videos involving the minor child. Solis gave her specific instructions regarding the content and time length for the videos.

    After the creation of the videos, the two continued texting. At some point, Solis again became upset with his girlfriend. This time, instead of demanding another video, Solis logged into his girlfriend’s phone account, using the name and password he used to monitor her activity, and sent the explicit videos to his girlfriend’s co-workers and friends.

    “Daniel Solis committed acts of unimaginable cruelty and exploitation,” stated Acting U.S. Attorney Rich Barker. “His manipulation and abuse caused profound harm, and today’s sentence reflects the seriousness of those crimes. The Department of Justice remains steadfast in its commitment to protecting the most vulnerable in our communities—our children—and to holding predators accountable wherever they are found.”

    This case was brought as part of Project Safe Childhood, a nationwide initiative to combat the growing epidemic of child sexual exploitation and abuse launched in May 2006 by the Department of Justice. Led by U.S. Attorneys’ Offices and CEOS, Project Safe Childhood marshals federal, state, and local resources to better locate, apprehend and prosecute individuals who exploit children via the Internet, as well as to identify and rescue victims. For more information about Project Safe Childhood, please visit Justice.gov/PSC.

    This case was investigated by the FBI, the Spokane County Sheriff’s Office, and the Kalamazoo Township Police Department. It was prosecuted by Assistant United States Attorneys Alison L. Gregoire and Rebecca R. Perez with assistance from the Spokane County Prosecutor’s Office. 

    2:20-cr-00179-TOR

    MIL Security OSI

  • MIL-OSI: Wrap Technologies, Inc. Reports First Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    MIAMI, May 15, 2025 (GLOBE NEWSWIRE) — Wrap Technologies, Inc, (NASDAQ: WRAP) (“Wrap” or, the “Company”), a global leader in innovative public safety technologies and non-lethal tools, today announced financial and operating results for the first quarter ended March 31, 2025.

    Q1 2025 Financial Results:

    • Cash increased to $6.2 million, up from $3.6 million in Q1 2024
    • Margins increased over 21 points from 56.6% in Q1 2024 to 77.8% in Q1 2025, with cost of revenue decreasing 73.4%, from $640 thousand to $170 thousand, respectively.
    • Operating loss improved 5.2%, from $(4.1) million in Q1 2024 to $(3.9) million in Q1 2025.
    • Q1 2025 revenue was $765 thousand.
    • Net income was $109 thousand in Q1 2025 as compared to $117 thousand in Q1 2024.

    Recent Operational Highlights:

    • The revamped training and learning management system is expected to be ready for launch.
    • Customer reports show increased BolaWrap deployments.
    • Recent shifts in policies associated with costly effects of higher uses of force.
    • Departments with dedicated Crisis Intervention Teams are reporting increased usage in the growing mental health crises and response to Medical Behavioral Emergencies.
    • Company signed and executed a sales and marketing partnership which provides the Company coverage in the U.S. public safety market and federal government.
    • The Company’s move to the VA Facility is complete and manufacturing operations are substantially ready.
    • The Company completed the acquisition of W1 Global, LLC, a preeminent managed services and consulting firm led by an executive team of former high-ranking law enforcement and U.S. Intelligence Community professionals, with deep competencies in complex international criminal investigation, regulatory matters and compliance issues.
    • Expanded Wrap’s leadership in managed services with the addition of Joseph Bonavolonta, a 27-year FBI veteran, and Rob Heuchling, with a 15-year FBI career, to scale the Company’s support offerings.
    • Appointed Stephen M. Renna, former Executive at the Export-Import Bank of the United States, to lead Wrap’s international growth and financing strategy, strengthening its global expansion efforts.

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

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

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

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

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

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

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

    The MIL Network

  • MIL-OSI: Primech AI Showcases Revolutionary HYTRON LITE Bathroom Cleaning Robot at Facilities Management Community of Practice Event in Singapore

    Source: GlobeNewswire (MIL-OSI)

    SINGAPORE, May 15, 2025 (GLOBE NEWSWIRE) — Primech AI Pte. Ltd. (“Primech AI” or the “Company”), a subsidiary of Primech Holdings Limited (Nasdaq: PMEC), participated in the Facilities Management Community of Practice (FM CoP) Session on Robotics co-organised by the Building and Construction Authority and JTC Corporation. The event at Temasek Polytechnic brought together industry leaders to explore innovative robotic solutions for the facilities management sector.

    Charles Ng, Co-Founder and Chief Operating Officer of Primech AI, delivered a presentation titled “Pioneering the Future of Robotics in Facilities Services,” highlighting the Company’s latest innovation, the HYTRON LITE bathroom cleaning robot. Powered by the NVIDIA Jetson Orin Nano Super and designed specifically for compact bathroom environments, HYTRON LITE represents Primech AI’s commitment to addressing the unique challenges of urban facilities management.

    “We were honored to share our vision for the future of cleaning robotics with Singapore’s facilities management community,” said Ng. “The HYTRON LITE demonstrates our focus on creating purpose-built solutions that address real-world challenges in space-constrained environments. Our presentation explored not only the technical capabilities of our robots but also our market expansion strategies both in Singapore and internationally.”

    The FM CoP Session on Robotics featured a comprehensive program addressing key aspects of robotics implementation in the built environment:

    • Temasek Polytechnic presented real-world use cases and challenges faced when adopting robotic solutions
    • HOPE Technik discussed enabling infrastructure for robots in buildings and highlighted technical standards
    • Primech AI showcased the HYTRON LITE and discussed market expansion strategies
    • A live demonstration of HYTRON LITE provided attendees with a full appreciation of its capabilities

    The event highlighted Singapore’s position at the forefront of smart facility management innovation, with Primech AI playing a key role in advancing autonomous cleaning solutions. The Company’s participation underscored the growing importance of robotic solutions in addressing labor challenges and enhancing operational efficiency in the facilities management sector.

    “Events like the FM CoP Session are crucial for knowledge sharing and industry advancement,” added Ng. “We were delighted to demonstrate how our technological innovations can transform cleaning operations in facilities across Singapore and beyond.”

    The demonstration of the HYTRON LITE generated significant interest among the approximately 80-100 attendees, with many facilities managers expressing interest in the robot’s compact design and advanced AI capabilities. The live demonstration allowed participants to witness firsthand how the robot navigates tight spaces and performs cleaning tasks efficiently.

    About the Facilities Management Community of Practice (FM CoP)
    The Facilities Management Community of Practice (FM CoP) initiative by the Building and Construction Authority and JTC Corporation brings together professionals in the facilities management sector to share knowledge, experiences, and best practices. The FM CoP Sessions focus on specific topics relevant to advancing Singapore’s facilities management sector.

    About Primech AI
    Primech AI is a leading robotics company dedicated to pushing the boundaries of innovation in technology. With a team of passionate individuals and a commitment to collaboration, Primech AI is poised to revolutionize the robotics industry with groundbreaking solutions that make a meaningful impact on society. For more information, visit www.primech.ai.

    About Primech Holdings Limited
    Headquartered in Singapore, Primech Holdings Limited is a leading provider of comprehensive technology-driven facilities services, predominantly serving both public and private sectors throughout Singapore. Primech Holdings offers an extensive range of services tailored to meet the complex demands of its diverse clientele. Services include advanced general facility maintenance services, specialized cleaning solutions such as marble polishing and facade cleaning, meticulous stewarding services, and targeted cleaning services for offices and homes. Known for its commitment to sustainability and cutting-edge technology, Primech Holdings integrates eco-friendly practices and smart technology solutions to enhance operational efficiency and client satisfaction. This strategic approach positions Primech Holdings as a leader in the industry and a proactive contributor to advancing industry standards and practices in Singapore and beyond. For more information, visit www.primechholdings.com.    

    Forward-Looking Statements
    Certain statements in this announcement are forward-looking statements, including, for example, statements about completing the acquisition, anticipated revenues, growth, and expansion. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. These forward-looking statements are also based on assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. Investors can find many (but not all) of these statements by the use of words such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure that such expectations will be correct. The Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.

    Company Contact:
    Email: ir@primech.com.sg

    Investor Relations Contact:        
    Matthew Abenante, IRC
    President                                        
    Strategic Investor Relations, LLC                                         
    Tel: 347-947-2093
    Email: matthew@strategic-ir.com

    The MIL Network

  • MIL-OSI: Veeco Announces Private Exchanges and Cancellation of Remaining 3.75% Convertible Notes due 2027

    Source: GlobeNewswire (MIL-OSI)

    PLAINVIEW, N.Y., May 15, 2025 (GLOBE NEWSWIRE) — Veeco Instruments Inc. (NASDAQ: VECO) (the “Company” or “Veeco”) today announced that the Company completed separate exchange transactions (the “Exchanges”) pursuant to privately negotiated exchange agreements with the holders of all of its outstanding 3.75% Convertible Senior Notes due 2027 (the “2027 Notes”). 

    “Veeco has strengthened our balance sheet by proactively addressing our 2027 Notes following the settlement of our 2025 Notes at maturity in January,” said John Kiernan, Chief Financial Officer of Veeco. “These transactions provide greater financial flexibility, in addition to reducing our ongoing interest expense and outstanding debt.”

    Prior to the Exchanges, the 2027 Notes had an aggregate principal amount of $25.0 million, representing approximately 1.8 million underlying shares of the Company’s common stock based on the conversion ratio of 71.5372 shares per $1,000 principal amount of the 2027 Notes. In accordance with the terms of the Exchanges, the Company exchanged the 2027 Notes for an aggregate of approximately 1.6 million newly issued shares of its common stock and approximately $5.4 million in cash, inclusive of accrued and unpaid interest.

    The Exchanges were made pursuant to an exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended.

    ICR Capital LLC acted as the Company’s financial advisor.

    About Veeco
    Veeco (NASDAQ: VECO) is an innovative manufacturer of semiconductor process equipment. Our laser annealing, ion beam, single wafer etch & clean, lithography, and metal organic chemical vapor deposition (MOCVD) technologies play an integral role in the fabrication and packaging of advanced semiconductor devices. With equipment designed to optimize performance, yield and cost of ownership, Veeco holds leading technology positions in the markets we serve. To learn more about Veeco’s systems and service offerings, visit www.veeco.com.

    To the extent that this news release discusses expectations or otherwise makes statements about the future, such statements are forward-looking and are subject to a number of risks and uncertainties that could cause actual results to differ materially from the statements made. These factors include the risks discussed in the Business Description and Management’s Discussion and Analysis sections of Veeco’s Annual Report on Form 10-K for the year ended December 31, 2024 and in our subsequent quarterly reports on Form 10-Q, current reports on Form 8-K and press releases. Veeco does not undertake any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

    Veeco Contacts:
    Investors: Anthony Pappone | (516) 500-8798 | apappone@veeco.com
    Media: Javier Banos | (516) 673-7328 | jbanos@veeco.com

    The MIL Network

  • MIL-OSI: Precision Drilling Corporation Announces Voting Results from the 2025 Annual and Special Meeting of Shareholders

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, May 15, 2025 (GLOBE NEWSWIRE) — Precision Drilling Corporation (Precision or the Company) is pleased to announce the results of the election of board members at its 2025 Annual and Special Meeting of Shareholders held on May 15, 2025 (the Annual Meeting). Shareholders approved the election of all eight (seven of whom are independent) of the nominee directors presented in the Company’s Management Information Circular (the Circular), dated April 2, 2025.

    The shares represented at the Annual Meeting voting in favour of individual nominee directors are as follows:

    Nominee

    # Votes For

    % Votes For

    # Votes Withheld

    % Votes Withheld

    William T. Donovan 6,024,596 97.27% 169,249 2.73%
    Steven W. Krablin 5,860,994 94.63% 332,851 5.37%
    Lori A. Lancaster 6,108,219 98.62% 85,626 1.38%
    Susan M. MacKenzie 6,079,078 98.15% 114,767 1.85%
    Kevin O. Meyers 6,022,290 97.23% 171,555 2.77%
    David W. Williams 6,109,239 98.63% 84,606 1.37%
    Alice L. Wong 6,088,633 98.30% 105,212 1.70%
    Kevin A. Neveu 6,082,655 98.20% 111,190 1.80%
             

    All other items of business set forth in the Circular and considered at the Annual Meeting passed, including the non-binding advisory vote on the Corporation’s approach to executive compensation.

    The full results on all matters voted upon at the Annual Meeting will be filed on SEDAR (www.sedarplus.ca) and EDGAR (www.sec.gov).

    About Precision

    Precision is a leading provider of safe and environmentally responsible High Performance, High Value services to the energy industry, offering customers access to an extensive fleet of Super Series drilling rigs. Precision has commercialized an industry-leading digital technology portfolio known as Alpha™ that utilizes advanced automation software and analytics to generate efficient, predictable, and repeatable results for energy customers. Our drilling services are enhanced by our EverGreen™ suite of environmental solutions, which bolsters our commitment to reducing the environmental impact of our operations. Additionally, Precision offers well service rigs, camps and rental equipment all backed by a comprehensive mix of technical support services and skilled, experienced personnel.

    Precision is headquartered in Calgary, Alberta, Canada and is listed on the Toronto Stock Exchange under the trading symbol “PD” and on the New York Stock Exchange under the trading symbol “PDS”.

    Additional Information

    For more information about Precision, please visit our website at www.precisiondrilling.com or contact:

    Lavonne Zdunich, CPA, CA
    Vice President, Investor Relations
    403.716.4500

    800, 525 – 8th Avenue S.W.
    Calgary, Alberta, Canada T2P 1G1
    Website: www.precisiondrilling.com

    The MIL Network

  • MIL-OSI: Global Diagnostics Leader Selects Kneat

    Source: GlobeNewswire (MIL-OSI)

    LIMERICK, Ireland, May 15, 2025 (GLOBE NEWSWIRE) — kneat.com, inc. (TSX: KSI) (OTCQC: KSIOF), a leader in digitizing and automating validation and quality processes, is pleased to announce that a manufacturer of clinical diagnostics for the healthcare industry (“the Company”) has signed a three-year Master Services Agreement with Kneat.

    The Company, which is headquartered in the United States, operates in more than 40 countries and employs over 14,000 people, provides a comprehensive range of clinical diagnostics and biomedical testing for the healthcare industry. Its diagnostic solutions are used by hospitals, laboratories and physicians’ offices around the world for routine and complex clinical testing. As a division of a larger life sciences organization with more than 60,000 employees, the Company will use Kneat Gx initially to digitize its equipment validation process.

    “The quality of our platform, its maturity in the market and the expertise and commitment of our team enabled this win,” said Eddie Ryan, Kneat’s CEO. “Adopting Kneat is another step in this customer’s longstanding commitment to continuous improvement. We look forward to working with them to deliver the efficiency and compliance benefits that characterize Kneat.”

    As the many segments of life sciences seek to improve quality, compliance and speed to market, more and more companies are shifting from a manual, paper-based validation process to one that is streamlined and harmonized through digitalization.

    About Kneat

    Kneat Solutions provides leading companies in highly regulated industries with unparalleled efficiency in validation and compliance through its digital validation platform Kneat Gx. As an industry leader in customer satisfaction, Kneat boasts an excellent record for implementation, powered by our user-friendly design, expert support, and on-demand training academy. Kneat Gx is an industry-leading digital validation platform that enables highly regulated companies to manage any validation discipline from end-to-end. Kneat Gx is fully ISO 9001 and ISO 27001 certified, fully validated, and 21 CFR Part 11/Annex 11 compliant. Multiple independent customer studies show up to 40% reduction in documentation cycle times, up to 20% faster speed to market, and a higher compliance standard.

    Cautionary and Forward-Looking Statements

    Except for the statements of historical fact contained herein, certain information presented constitutes “forward-looking information” within the meaning of applicable Canadian securities laws. Such forward-looking information includes, but is not limited to, the relationship between Kneat and the customer, Kneat’s business development activities, the use and implementation timelines of Kneat’s software within the customer’s validation processes, the ability and intent of the customer to scale the use of Kneat’s software within the customer’s organization, and the compliance of Kneat’s platform under regulatory audit and inspection. While such forward-looking statements are expressed by Kneat, as stated in this release, in good faith and believed by Kneat to have a reasonable basis, they are subject to important risks and uncertainties. As a result of these risks and uncertainties, the events predicted in these forward-looking statements may differ materially from actual results or events. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties.

    Kneat does not undertake any obligation to release publicly revisions to any forward-looking statement, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Continued reliance on forward-looking statements is at an investor’s own risk.

    For more information visit www.kneat.com.

    For further information:

    Katie Keita, Kneat Investor Relations
    P: + 1 902-450-2660
    E: investors@kneat.com 

    The MIL Network

  • 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

  • MIL-OSI: South Bow Reports First-quarter 2025 Results and Declares Dividend

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, May 15, 2025 (GLOBE NEWSWIRE) — South Bow Corp. (TSX & NYSE: SOBO) (South Bow or the Company) reports its first-quarter 2025 financial and operational results and provides an update on its 2025 outlook. Unless otherwise noted, all financial figures in this news release are in U.S. dollars.

    Highlights

    Safety and operational performance

    • Recorded first-quarter 2025 throughput of approximately 613,000 barrels per day (bbl/d) on the Keystone Pipeline, with a System Operating Factor (SOF) of 98%, and approximately 726,000 bbl/d on the U.S. Gulf Coast segment of the Keystone Pipeline System.
    • Demonstrated strong project execution, completing construction of the Blackrod Connection Project’s 25-km crude oil and natural gas pipeline segments while achieving excellent safety performance. South Bow remains on schedule to complete the facility work and be ready for in-service in early 2026, with associated cash flows expected to increase through 2027.
    • Subsequent to period end, responded to an oil release at Milepost 171 (MP-171) of the Keystone Pipeline near Fort Ransom, N.D., on April 8, 2025. With approval from the Pipeline and Hazardous Materials Safety Administration (PHMSA), South Bow safely restarted the pipeline late on April 15, 2025 with certain operating pressure restrictions. See “Milepost 171 incident” of this news release.

    Financial performance

    • Demonstrated financial resilience despite significant market volatility, owing to the Company’s highly contracted assets.
      • Generated revenue of $498 million and net income of $88 million ($0.42/share).
      • Recorded normalized earnings before interest, income taxes, depreciation, and amortization (normalized EBITDA)1 of $266 million. Lower demand for uncommitted capacity on South Bow’s pipeline systems resulted in an 8% decrease in normalized EBITDA from the fourth quarter of 2024.
      • Delivered distributable cash flow1 of $151 million.
    • Maintained total long-term debt and net debt1 outstanding of $5.7 billion and $4.9 billion, respectively, during the first quarter of 2025. The Company’s net debt-to-normalized EBITDA ratio1 was 4.6 times as of March 31, 2025.

    Returns to shareholders

    • Declared dividends totalling $104 million or $0.50/share to shareholders during the first quarter of 2025.
    • South Bow’s board of directors approved a quarterly dividend of $0.50/share, payable on July 15, 2025 to shareholders of record at the close of business on June 30, 2025. The dividends will be designated as eligible dividends for Canadian income tax purposes.

    Spinoff activities

    • Implemented South Bow’s new enterprise resource planning system, marking a significant milestone in fully establishing South Bow as an independent company. Exiting the Transition Services Agreement (TSA) with TC Energy Corporation (TC Energy) continues progressing with plans to implement South Bow’s new supervisory control and data acquisition (SCADA) system in the second half of 2025.

    South Bow’s unaudited consolidated interim financial statements and notes (the financial statements), and management’s discussion and analysis (MD&A) as at and for the three months ended March 31, 2025 are available on South Bow’s website at www.southbow.com, under South Bow’s SEDAR+ profile at www.sedarplus.ca, and in South Bow’s filings with the U.S. Securities and Exchange Commission (SEC) at www.sec.gov. The disclosure under the section “Non-GAAP Financial Measures” in South Bow’s MD&A as at and for the three months ended March 31, 2025 is incorporated by reference into this news release.

    ____________________________

    1 Non-GAAP financial measure or ratio that do not have standardized meanings under generally accepted accounting principles (GAAP) and may not be comparable to measures presented by other entities. See “Non-GAAP financial measures” of this news release.

    Financial and operational results

    $ millions, unless otherwise noted Three Months Ended
    Dec. 31, 2024 March 31, 2025 March 31, 2024
    FINANCIAL RESULTS      
    Revenue 488 498 544
    Income from equity investments 12 13 12
    Net income 55 88 112
    Per share 1 0.26 0.42 0.54
    Normalized net income 2 112 98 114
    Per share 1 2 0.54 0.47 0.55
    Normalized EBITDA 2 290 266 298
    Keystone Pipeline System 250 235 277
    Marketing 24 16 9
    Intra-Alberta & Other 16 15 12
    Distributable cash flow 2 183 151 178
    Dividends declared 104 104
    Per share 1 0.50 0.50
    Capital expenditures 3 28 32 12
    Total long-term debt 4 5,716 5,719 5,924
    Net debt 2 5 4,901 4,910 5,421
    Net debt-to-normalized EBITDA (ratio) 2 6 4.5 4.6 4.8
    Common shares outstanding, weighted average diluted (millions) 7 208.4 208.7 207.6
    Common shares outstanding (millions) 7 208.0 208.2 207.6
           
    OPERATIONAL RESULTS      
    Keystone Pipeline SOF (%) 96 98 96
    Keystone Pipeline throughput (Mbbl/d) 621 613 643
    U.S. Gulf Coast segment of Keystone Pipeline System throughput (Mbbl/d) 8 784 726 779
    Marketlink throughput (Mbbl/d) 615 549 582
    1. Per share amounts, with the exception of dividends, are based on weighted average diluted common shares outstanding.
    2. Non-GAAP financial measure or ratio that do not have standardized meanings and may not be comparable to measures presented by other entities. See “Non-GAAP financial measures” of this news release.
    3. Capital expenditures per the investing activities of the consolidated statements of cash flows of the financial statements.
    4. Total long-term debt at March 31, 2025 and December 31, 2024 includes the Company’s senior unsecured notes and junior subordinated notes. Total long-term debt at March 31, 2024 includes the Company’s long-term debt to affiliates of TC Energy.
    5. Includes 50% equity treatment of South Bow’s junior subordinated notes.
    6. South Bow expects that its net debt-to-normalized EBITDA ratio will increase modestly through the course of 2025 as the Company continues to invest in the Blackrod Connection Project and incur one-time costs of approximately $40 million to $50 million associated with the spinoff from TC Energy (the Spinoff). Consistent with the Company’s outlook on leverage, South Bow anticipates exiting 2025 with a net debt-to-normalized EBITDA ratio of approximately 4.8 times and that the Company will begin reducing its leverage once the Blackrod Connection Project starts generating cash flow in 2026.
    7. The common shares issued on Oct. 1, 2024 have been used for comparative periods, as the Company had no common shares outstanding prior to the Spinoff. For periods prior to Oct. 1, 2024, it is assumed there were no dilutive equity instruments, as there were no equity awards of South Bow outstanding prior to the Spinoff.
    8. Comprises throughput originating in Hardisty, Alta. transported on the Keystone Pipeline, and throughput originating in Cushing, Okla. transported on Marketlink for destination in the U.S. Gulf Coast.

    Milepost 171 incident

    • On April 8, 2025, South Bow responded to an oil release at MP-171 of the Keystone Pipeline near Fort Ransom, N.D., activating emergency response protocols and working closely with regulators, local officials, landowners, and the surrounding community. After receiving approval from PHMSA, South Bow safely restarted the pipeline late on April 15, 2025.
    • PHMSA issued a Corrective Action Order (CAO) requiring South Bow to undertake corrective actions, including operating under pressure restrictions for specific segments of the pipeline. The CAO also requires a root cause failure analysis (RCFA) and metallurgical testing, which independent third parties are currently conducting. South Bow will share the findings of these investigations in the coming months.
    • South Bow is actively monitoring the performance of the Keystone Pipeline to ensure safe and reliable operations and anticipates meeting its contractual throughput commitments under the CAO.
    • South Bow has recovered substantially all released volumes and is progressing towards complete remediation of the site by mid-2025. Environmental remediation costs are largely expected to be recovered through the Company’s insurance policies.
    • South Bow demonstrated its ability to respond quickly and return its assets to service following the incident. A core South Bow value is ‘We Are Safe’ and incident prevention on the Company’s pipeline systems is paramount.
      • The Company’s integrity program is extensive, continuously and proactively incorporates new learnings and technologies, and upholds a commitment to maintaining safe operations.
      • Preliminary remedial actions in response to the MP-171 incident include completion of the RCFA by third-party experts and implementation of its recommendations. South Bow will also work with its suppliers and industry experts to determine the failure mechanism. The Company expects to complete a combination of in-line inspection runs and investigative excavations to further advance its asset integrity and reliability.

    Outlook

    Market outlook

    • Crude oil pipeline capacity in the Western Canadian Sedimentary Basin continues to exceed crude oil supply. As a result, the demand for uncommitted capacity on South Bow’s Keystone Pipeline is expected to remain low in the near term. Additionally, rapidly changing global trade policies, including tariffs, have introduced economic and geopolitical uncertainty, leading to significant volatility in commodity prices and pricing differentials.

    2025 guidance

    • South Bow’s guidance aims to inform readers about Management’s expectations for 2025 financial and operational results. Readers are cautioned that these estimates may not be suitable for any other purpose. See “Forward-looking information and statements” of this news release for additional information regarding factors that could cause actual events to be significantly different from those expected.

    South Bow’s 2025 annual guidance is outlined below:

    $ millions, except percentages 2025 Original Guidance 1 2 2025 Guidance 2 2025 YTD Actuals
    Normalized EBITDA 1,010 +/- 3% 1,010 +1% / -2% 266
    Interest expense 325 +/- 2% 325 +/- 2% 83
    Effective tax rate (%) 23% – 24% 23% – 24% 23%
    Distributable cash flow 535 +/- 3% 535 +/- 3% 151
    Capital expenditures      
    Growth 110 +/- 3% 110 +/- 3% 48
    Maintenance 3 65 +/- 3% 65 +/- 3% 13
    1. See South Bow’s March 5, 2025 news release “South Bow Reports Fourth-quarter and Year-end 2024 Results, Provides 2025 Outlook, and Declares Dividend”, available on South Bow’s website at www.southbow.com, under South Bow’s SEDAR+ profile at www.sedarplus.ca, and in South Bow’s filings with the SEC at www.sec.gov.
    2. Assumes average foreign exchange rate of C$/U.S.$1.4286.
    3. Maintenance capital expenditures are generally recoverable through South Bow’s tolling arrangements.
      • South Bow is reaffirming its outlook for normalized EBITDA of approximately $1.01 billion in 2025, underpinned by the Company’s highly contracted cash flows and structural demand for services, including solid financial performance in the first quarter of 2025. Approximately 90% of South Bow’s normalized EBITDA is secured through committed arrangements, which carry minimal commodity price or volumetric risk.
        • With market fundamentals and policy uncertainty expected to persist in the near term, and South Bow’s operational priorities in response to the MP-171 incident, the Company believes that any potential financial contributions from uncommitted capacity on the Keystone Pipeline will be limited in the near term. Accordingly, the Company is reducing the upper end of its normalized EBITDA guidance of $1.01 billion to 1%, and is increasing the lower end to -2% due to strong first-quarter 2025 performance.
        • The findings of the RCFA and South Bow’s next steps in response to the MP-171 incident may further impact the Company’s financial and operational outlook for 2025.
      • Normalized EBITDA for the second quarter of 2025 is expected to be approximately 7% to 8% lower than first-quarter 2025 normalized EBITDA of $266 million, with a reduced outlook for South Bow’s Marketing segment as the Company realizes losses associated with certain positions that were unwound in early 2025 in the face of pricing volatility. Additional losses associated with these positions will be recognized in the third and fourth quarters of 2025.

    Capital allocation priorities

    • South Bow takes a disciplined approach to capital allocation to preserve optionality and maximize total shareholder returns over the long term. The Company’s capital allocation priorities are built on a foundation of financial strength and supported by South Bow’s stable, predictable cash flows. South Bow’s capital allocation priorities include:
      • paying a sustainable base dividend;
      • strengthening the Company’s investment-grade financial position; and
      • leveraging existing infrastructure within South Bow’s strategic corridor to offer customers competitive connections and enhanced optionality.

    Conference call and webcast details

    South Bow’s senior leadership will host a conference call and webcast to discuss the Company’s first-quarter 2025 results on May 16, 2025 at 8 a.m. MT (10 a.m. ET).

    Register ahead of time to receive a unique PIN to access the conference call via telephone. Once registered, participants can dial into the conference call from their telephone via the unique PIN or click on the “Call Me” option to receive an automated call directly on their telephone.

    Visit www.southbow.com/investors for the replay following the event.

    Non-GAAP financial measures

    In this news release, South Bow references certain non-GAAP financial measures and ratios that do not have standardized meanings under GAAP and may not be comparable to similar measures presented by other entities. These non-GAAP measures include or exclude adjustments to the composition of the most directly comparable GAAP measures. Management considers these non-GAAP financial measures and non-GAAP ratios to be important in evaluating and understanding the operational performance and liquidity of South Bow. These non-GAAP measures and non-GAAP ratios should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP.

    South Bow’s non-GAAP financial measures and non-GAAP ratios include:

    • normalized EBITDA;
    • normalized net income;
    • normalized net income per share;
    • distributable cash flow;
    • net debt; and
    • net debt-to-normalized EBITDA ratio.

    These measures and ratios are further described below, with a reconciliation to their most directly comparable GAAP measure.

    Normalizing items

    Normalized measures are, or include, non-GAAP financial measures and ratios and include normalized EBITDA, normalized net income, normalized net income per share, distributable cash flow, and net debt-to-normalized EBITDA ratio. Management uses these normalized measures to assess the financial performance of South Bow’s operations and compare period-over-period results. During certain reporting periods, the Company may incur costs that are not indicative of core operations or results. These normalized measures represent income (losses), adjusted for specific normalizing items that are believed to be significant; however, they are not reflective of South Bow’s underlying operations in the period.

    These specific items include gains or losses on sales of assets or assets held for sale, unrealized fair value adjustments related to risk management activities, tariff charges, acquisition, integration, and restructuring costs, and other charges, including but not limited to, impairment, contractual costs, and settlements.

    South Bow excludes the unrealized fair value adjustments related to risk management activities, as these represent the changes in the fair value of derivatives, but do not accurately reflect the gains and losses that will be realized at settlement and impact income. Therefore, South Bow does not consider them reflective of the Company’s underlying operations, despite providing effective economic hedges. Realized gains and losses on grade financial contracts are adjusted to improve comparability, as they settle in a subsequent period to the underlying transaction they are hedged against.

    Separation costs relate to internal costs and external fees incurred specific to the Spinoff. These items have been excluded from normalized measures, as Management does not consider them reflective of ongoing operations and they are non-recurring in nature.

    South Bow excludes tariff charges as they are not reflective of ongoing business conducted by the Company and are subject to uncertainty.

    Normalized EBITDA

    Normalized EBITDA is used as a measure of earnings from ongoing operations. Management uses this measure to monitor and evaluate the financial performance of the Company’s operations and to identify and evaluate trends. This measure is useful for investors as it allows for a more accurate comparison of financial performance of the Company across periods for ongoing operations. Normalized EBITDA represents income before income taxes, adjusted for the normalizing items, in addition to excluding charges for depreciation and amortization, interest expense, and interest income.

    The following table reconciles income (loss) before income taxes to normalized EBITDA for the indicated periods:

    $ millions Three Months Ended
    Dec. 31, 2024   March 31, 2025   March 31, 2024  
    Income before income taxes 72   114   146  
    Adjusted for specific items:      
    Depreciation and amortization 62   62   61  
    Interest expense 84   83   94  
    Interest income and other 28   (6 ) (7 )
    Risk management instruments 57   6    
    Keystone variable toll disputes (3 )    
    Milepost 14 (MP-14) costs 4      
    Separation costs (1 ) 3   4  
    Tariff charges   1    
    Keystone XL costs and other (13 ) 3    
    Normalized EBITDA 290   266   298  

    The following table reconciles income (loss) before income taxes to normalized EBITDA by operating segment for the indicated periods:

    $ millions Three Months Ended Dec. 31, 2024
    Keystone Pipeline
    System
      Marketing   Intra-Alberta &
    Other
      Total  
    Income (loss) before income taxes 205   (32 ) (101 ) 72  
    Adjusted for specific items:        
    Depreciation and amortization 59     3   62  
    Interest expense (1 )   85   84  
    Interest income and other (1 ) (1 ) 30   28  
    Risk management instruments   57     57  
    Keystone variable toll disputes (3 )     (3 )
    MP-14 costs 4       4  
    Separation costs     (1 ) (1 )
    Keystone XL costs and other (13 )     (13 )
    Normalized EBITDA 250   24   16   290  
    $ millions Three Months Ended March 31, 2025
    Keystone Pipeline
    System
      Marketing Intra-Alberta &
    Other
      Total  
    Income (loss) before income taxes 175   9 (70 ) 114  
    Adjusted for specific items:        
    Depreciation and amortization 59   3   62  
    Interest expense   83   83  
    Interest income and other (2 ) (4 ) (6 )
    Risk management instruments   6   6  
    Separation costs   3   3  
    Tariff charges   1   1  
    Keystone XL costs and other 3     3  
    Normalized EBITDA 235   16 15   266  
    $ millions Three Months Ended March 31, 2024
    Keystone Pipeline
    System
      Marketing   Intra-Alberta &
    Other
      Total  
    Income (loss) before income taxes 218   9   (81 ) 146  
    Adjusted for specific items:        
    Depreciation and amortization 60     1   61  
    Interest expense 1   1   92   94  
    Interest income and other (2 ) (1 ) (4 ) (7 )
    Separation costs     4   4  
    Normalized EBITDA 277   9   12   298  


    Normalized net income and normalized net income per share

    Normalized net income represents net income adjusted for the normalizing items described above and is used by Management to assess the earnings that are representative of South Bow’s operations. By adjusting for non-recurring items and other factors that do not reflect the Company’s ongoing performance, normalized net income provides a clearer picture of the Company’s continuing operations. This measure is particularly useful for investors as it allows for a more accurate comparison of financial performance and trends across different periods. On a per share basis, normalized net income is derived by dividing the normalized net income by the weighted average common shares outstanding at the end of the period. Management believes this per share measure is valuable for investors as it provides insight into South Bow’s profitability on a per share basis, assisting in evaluating the Company’s performance.

    The following table reconciles net income to normalized net income for the indicated periods:

    $ millions, except common shares outstanding and per share amounts Three Months Ended
    Dec. 31, 2024   March 31, 2025   March 31, 2024  
    Net income 55   88   112  
    Adjusted for specific items:      
    Risk management instruments 57   6    
    Keystone variable toll disputes (3 )    
    MP-14 costs 4      
    Separation costs 27   3   4  
    Tariff charges   1    
    Keystone XL costs and other (13 ) 3    
    Tax effect of the above adjustments (15 ) (3 ) (2 )
    Normalized net income 112   98   114  
    Common shares outstanding, weighted average diluted (millions) 208.4   208.7   207.6  
    Normalized net income per share 0.54   0.47   0.55  


    Distributable cash flow

    Distributable cash flow is used to assess the cash generated through business operations that can be used for South Bow’s capital allocation decisions, helping investors understand the Company’s cash-generating capabilities and its potential for returning value to shareholders. Distributable cash flow is based on income before income taxes, adjusted for depreciation and amortization, interest income and other, the normalizing items discussed above, and further adjusted for specific items, including income and distributions from the Company’s equity investments, maintenance capital expenditures, which are capitalized and generally recoverable through South Bow’s tolling arrangements, and current income taxes.

    The following table reconciles income before income taxes to distributable cash flow for the indicated periods:

    $ millions Three Months Ended
    Dec. 31, 2024   March 31, 2025   March 31, 2024  
    Income before income taxes 72   114   146  
    Adjusted for specific items:      
    Depreciation and amortization 62   62   61  
    Interest income and other 28   (6 ) (7 )
    Normalizing items, net of tax 1 34   10   3  
    Income from equity investments (12 ) (13 ) (12 )
    Distributions from equity investments 20   19   20  
    Maintenance capital expenditures 2 (15 ) (13 ) (4 )
    Current income tax recovery (expense) (6 ) (22 ) (29 )
    Distributable cash flow 183   151   178  
    1. Normalizing items per normalized EBITDA reconciliation, net of tax.
    2. Maintenance capital expenditures are generally recoverable through South Bow’s tolling arrangements.


    Net debt and net debt-to-normalized EBITDA ratio

    Net debt is used as a key leverage measure to assess and monitor South Bow’s financing structure, providing an overview of the Company’s long-term debt obligations, net of cash and cash equivalents. Management believes this measure is useful for investors as it offers insights into the Company’s financial health and its ability to manage and service its debt obligations. Net debt is defined as the sum of total long-term debt with 50% treatment of the Company’s junior subordinated notes, operating lease liabilities, and dividends payable, less cash and cash equivalents, per the Company’s consolidated balance sheets.

    Net debt-to-normalized EBITDA ratio is used to monitor South Bow’s leverage position relative to its normalized EBITDA for the trailing four quarters. This ratio provides investors with insight into the Company’s ability to service its long-term debt obligations relative to its operational performance. A lower ratio indicates stronger financial health and greater capacity to meet its debt obligations.

    $ millions, except ratios Dec. 31, 2024   March 31, 2025   March 31, 2024  
    Long-term debt to affiliates of TC Energy         —                      5,924  
    Senior unsecured notes         4,629           4,632           —  
    Junior subordinated notes         1,087           1,087           —  
    Total long-term debt         5,716           5,719           5,924  
    Adjusted for:      
    Hybrid treatment for junior subordinated notes 1         (544 )         (544 )         —  
    Operating lease liabilities         22           21           19  
    Dividends payable         104           104           —  
    Cash and cash equivalents         (397 )         (390 )         (522 )
    Net debt         4,901           4,910           5,421  
           
    Normalized EBITDA for the trailing four quarters         1,091           1,059           1,136  
    Net debt-to-normalized EBITDA (ratio) 4.5   4.6   4.8  
    1. Includes 50% equity treatment of South Bow’s junior subordinated notes.

    Forward-looking information and statements

    This news release contains certain forward-looking statements and forward-looking information (collectively, forward-looking statements), including forward-looking statements within the meaning of the “safe harbor” provisions of applicable securities legislation, that are based on South Bow’s current expectations, estimates, projections, and assumptions in light of its experience and its perception of historical trends. All statements other than statements of historical facts may constitute forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as, “anticipate”, “will”, “expect”, “estimate”, “potential”, “future”, “outlook”, “strategy”, “maintain”, “ongoing”, “intend”, and similar expressions suggesting future events or future performance.

    In particular, this news release contains forward-looking statements, including certain financial outlooks, pertaining to, without limitation, the following: South Bow’s corporate vision and strategy, including its strategic priorities, its satisfaction thereof, and outlook; the Blackrod Connection Project, including in-service dates, and costs thereof; PHMSA approvals and completion of the CAO; expected interest expense and tax rate; expected capital expenditures; expected dividends; expected one-time costs relating to the Spinoff; expected shareholder returns and asset returns; demand for uncommitted capacity on the Keystone System; treatment under current and future regulatory regimes, including those relating to taxes, tariffs, and the environment; South Bow’s financial guidance for 2025 and beyond, including 2025 normalized EBITDA, 2025 interest expense, 2025 distributable cash flow, and 2025 capital expenditures; South Bow’s financial strength and flexibility; expected exit of the TSA and implementation of the SCADA system; expected receipt and sharing of investigative, root cause, and failure mechanism findings related to the MP-171 incident; expected ability to meet contractual throughput commitments on the Keystone Pipeline under the CAO; expectation that South Bow will ensure safe and reliable operations on the Keystone Pipeline; expected timing for the remediation of the MP-171 incident; potential financial contributions from uncommitted capacity on the Keystone Pipeline System; and impacts of the findings of the RCFA and response to the MP-171 incident on the financial and operational outlook.

    The forward-looking statements are based on certain assumptions that South Bow has made in respect thereof as of the date of this news release regarding, among other things: oil and gas industry development activity levels and the geographic region of such activity; that favourable market conditions exist and that South Bow has and will have available capital to fund its capital expenditures and other planned spending; prevailing commodity prices, interest rates, inflation levels, carbon prices, tax rates, and exchange rates; the ability of South Bow to maintain current credit ratings; the availability of capital to fund future capital requirements; future operating costs; asset integrity costs; that all required regulatory and environmental approvals can be obtained on the necessary terms in a timely manner; and prevailing regulatory, tax, and environmental laws and regulations.

    Although South Bow believes the assumptions and other factors reflected in these forward-looking statements are reasonable as of the date hereof, there can be no assurance that these assumptions and factors will prove to be correct and, as such, forward-looking statements are not guarantees of future performance. Forward-looking statements are subject to a number of known and unknown risks and uncertainties that could cause actual events or results to differ materially, including, but not limited to: the regulatory environment and related decisions and requirements; the impact of competitive entities and pricing; reliance on third parties to successfully operate and maintain certain assets; the strength and operations of the energy industry; weakness or volatility in commodity prices; non-performance or default by counterparties; actions taken by governmental or regulatory authorities; the ability of South Bow to acquire or develop and maintain necessary infrastructure; fluctuations in operating results; adverse general economic and market conditions; the ability to access various sources of debt and equity capital on acceptable terms; and adverse changes in credit. The foregoing list of assumptions and risk factors should not be construed as exhaustive. For additional information on the assumptions made, and the risks and uncertainties which could cause actual results to differ from the results implied by forward-looking statements, refer to South Bow’s annual information form dated March 5, 2025, available under South Bow’s SEDAR+ profile at www.sedarplus.ca and, from time to time, in South Bow’s public disclosure documents, available on South Bow’s website at www.southbow.com, under South Bow’s SEDAR+ profile at www.sedarplus.ca, and in South Bow’s filings with the SEC at www.sec.gov.

    Management approved the financial outlooks contained in this news release, including 2025 normalized EBITDA, 2025 interest expense, 2025 distributable cash flow, and 2025 capital expenditures as of the date of this news release. The purpose of these financial outlooks is to inform readers about Management’s expectations for the Company’s financial and operational results in 2025, and such information may not be appropriate for other purposes.

    The forward-looking statements contained in this news release speak only as of the date hereof. South Bow does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws. All forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

    About South Bow

    South Bow safely operates 4,900 kilometres (3,045 miles) of crude oil pipeline infrastructure, connecting Alberta crude oil supplies to U.S. refining markets in Illinois, Oklahoma, and the U.S. Gulf Coast through our unrivalled market position. We take pride in what we do – providing safe and reliable transportation of crude oil to North America’s highest demand markets. Based in Calgary, Alberta, South Bow is the spinoff company of TC Energy, with Oct. 1, 2024 marking South Bow’s first day as a standalone entity. To learn more, visit www.southbow.com.

    Contact information

    Investor Relations

    Martha Wilmot                                             
    investor.relations@southbow.com
    Media Relations

    Solomiya Lyaskovska
    communications@southbow.com

    The MIL Network

  • MIL-OSI: South Bow Announces Approval of Resolutions at Annual General Meeting of Shareholders

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, May 15, 2025 (GLOBE NEWSWIRE) — South Bow Corp. (TSX & NYSE: SOBO) (South Bow or the Company) announces that its shareholders approved all resolutions at the Company’s annual general meeting held on May 15, 2025 (the Meeting).

    During the business proceedings of the Meeting, South Bow’s shareholders approved the following resolutions:

    1. Resolution to appoint 11 board members, with 96.51% to 99.83% of shares represented at the Meeting voting in favour of the individual directors as follows:

    Director Votes in Favour (%) Votes Against (%)
    Hal Kvisle 96.51 3.49
    Chansoo Joung 99.76 0.24
    George Lewis 99.83 0.17
    Leonard Mallett 99.78 0.22
    Robert (Bob) G. Phillips 99.78 0.22
    Sonya Reed 99.74 0.26
    Shannon Ryhorchuk 99.81 0.19
    Mary Pat Salomone 98.69 1.31
    Frances M. Vallejo 99.77 0.23
    Don Wishart 99.78 0.22
    Bevin Wirzba 99.82 0.18
         

    2. Resolution to appoint KPMG LLP as the Company’s auditors, with 99.76% of the shares represented at the Meeting voting in favour of the resolution.

    3. Resolution to accept South Bow’s approach to executive compensation, as disclosed in the Company’s management information circular dated March 27, 2025, with 95.95% of the shares represented at the Meeting voting in favour of the resolution.

    About South Bow

    South Bow safely operates 4,900 kilometres (3,045 miles) of crude oil pipeline infrastructure, connecting Alberta crude oil supplies to U.S. refining markets in Illinois, Oklahoma, and the U.S. Gulf Coast through our unrivalled market position. We take pride in what we do – providing safe and reliable transportation of crude oil to North America’s highest demand markets. Based in Calgary, Alberta, South Bow is the spinoff company of TC Energy, with Oct. 1, 2024 marking South Bow’s first day as a standalone entity. To learn more, visit www.southbow.com.

    Contact information

    Investor Relations
    Martha Wilmot
    investor.relations@southbow.com
                    Media Relations
    Solomiya Lyaskovska
    communications@southbow.com
         

    The MIL Network

  • MIL-OSI USA: Terry Sanford to be Featured on N.C. Highway Historical Marker

    Source: US State of North Carolina

    Headline: Terry Sanford to be Featured on N.C. Highway Historical Marker

    Terry Sanford to be Featured on N.C. Highway Historical Marker
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    A man who served as governor, U.S. Senator and university president soon will be recognized with a North Carolina Highway Historical Marker. The N.C. Historical Marker Program is part of the N.C. Department of Natural and Cultural Resources.

    The marker commemorating Terry Sanford will be unveiled Friday, May 23 at 11 a.m., during a roadside ceremony at the intersection of NC 751 and Science Drive in Durham.

    Sanford, who served as governor of North Carolina from 1961-65, also served his state and country in numerous roles throughout his public career.  

    Born Aug. 20, 1917, in Laurinburg, N.C., Sanford was the second of five children in a middle-class family. He attended Presbyterian Junior College (now St. Andrews Presbyterian College) and then the University of North Carolina at Chapel Hill, graduating from the latter in 1939. While at the UNC, Sanford met fellow student Margaret Rose Knight, whom he would marry in 1942, and the couple would have two children.

    Following graduation, Sanford entered the University of North Carolina School of Law. While continuing to study law, Sanford joined the Federal Bureau of Investigation in December 1941 and after training, he was assigned to duty in Ohio and Missouri. Following the entry of the United States into World War II, Sanford enlisted in the Army on the first anniversary of the attack on Pearl Harbor. He was assigned first to the 501st Parachute Infantry Regiment as a medic, and then to the 517th Parachute Infantry Regiment. In the latter regiment, he saw combat in Italy, southern France, and Belgium (the Battle of the Bulge).

    Following the war, Sanford reentered law school and graduated from the university in 1946. He was admitted to the state bar later in the year. Already entertaining ambitions to one day run for governor, he became assistant director of the University of North Carolina’s Institute of Government before becoming a full-time attorney in Fayetteville. He also served as a captain in the North Carolina Army National Guard.  

    A slow but steady rise in the Democratic Party of North Carolina and state government followed over the next few years, including a job in the North Carolina State Ports Authority, presidency of the North Carolina Young Democratic Clubs, state senator representing the 10th District, and campaign manager for former governor W. Kerr Scott’s successful 1954 run for the U.S. Senate, culminating with his successful run for governor in 1960.

    In December 1969, he was selected to be the new president of Duke University. Upon inauguration, he immediately ended a cap on the number of Jewish students who could be enrolled at the school. Facing a budget deficit and a small endowment, he worked to attract more students, increase enrollment, and increase annual donations. He also sought to improve relations between the student body and the administration, declaring opposition to the Vietnam War, supporting peaceful protest, and increasing student involvement in administration operations. He established the Institute of Policy Studies and Public Affairs, now the Sanford School of Public Policy.

    In 1986, Sanford was elected to the U.S. Senate. He supported efforts to bring about an end to the civil war in Nicaragua and created an International Commission for Central American Recovery and Development to promote regional development under the oversight of the Center for International Development Research at Duke University. As in the case of the North Carolina Fund, the commission would be funded by private philanthropy. The commission became informally known as the “Sanford Commission,” although he was not a member. He also participated in efforts to recruit Democratic candidates for the 1988 presidential election. He ran for reelection in 1992 but lost to Republican candidate Lauch Faircloth.

    Sanford devoted his remaining years to law and teaching at Duke. He died of cancer at home on April 18, 1998, and was interred at Duke Chapel.

    For more information about the historical marker, please visit  https://www.dncr.nc.gov/blog/2024/07/10/terry-sanford-1917-1998-g-144, or call (919) 814-6625  

    The Highway Historical Marker Program is a collaboration between the N.C. departments of Natural and Cultural Resources and Transportation.

    About the North Carolina Department of Natural and Cultural Resources
    The N.C. Department of Natural and Cultural Resources (DNCR) manages, promotes, and enhances the things that people love about North Carolina – its diverse arts and culture, rich history, and spectacular natural areas. Through its programs, the department enhances education, stimulates economic development, improves public health, expands accessibility, and strengthens community resiliency.

    The department manages over 100 locations across the state, including 27 historic sites, seven history museums, two art museums, five science museums, four aquariums, 35 state parks, four recreation areas, dozens of state trails and natural areas, the North Carolina Zoo, the State Library, the State Archives, the N.C. Arts Council, the African American Heritage Commission, the American Indian Heritage Commission, the State Historic Preservation Office, the Office of State Archaeology, the Highway Historical Markers program, the N.C. Land and Water Fund, and the Natural Heritage Program. For more information, please visit www.dncr.nc.gov.
    May 15, 2025

    MIL OSI USA News

  • MIL-OSI USA: Higgins Announces Army Corps Funding for South Louisiana Projects

    Source: United States House of Representatives – Congressman Clay Higgins (R-LA)

    WASHINGTON, D.C. – Congressman Clay Higgins (R-LA) announced today that South Louisiana waterway projects will receive robust funding in the U.S. Army Corps of Engineers FY 2025 Army Civil Work Plan.

    “Maintaining our ports and waterways is an investment in our future,” said Congressman Higgins. “My office will continue to work closely with the U.S. Army Corps of Engineers and local stakeholders to prioritize funding for dredging and waterway projects in South Louisiana. The FY25 Work Plan provides critical support for our ports, waterways, locks, and flood control infrastructure across Louisiana’s 3rd District. We will continue to push for the economic success of South Louisiana and our nation by funding our maritime infrastructure.”

    Operation & Maintenance projects in Louisiana’s 3rd District were awarded:

    • $48,541,000 for the Atchafalaya River and Bayous Chene, Boeuf and Black,
    • $7,276,000 for Bayou Lafourche and Lafourche Jump Waterway,
    • $1,035,000 for Bayou Teche and Vermilion River,
    • $2,082,000 for Bayou Teche,
    • $34,559,314 for the Calcasieu River and Pass,
    • $15,432,000 for Fresh Water Bayou,
    • $26,159,000 for the Gulf Intracoastal Waterway,
    • $14,967,000 for Houma Navigation Canal,
    • $10,597,000 for the Mermentau River,
    • $17,000 for the Waterway from Intracoastal Waterway to Bayou Dulac.

    Construction projects in Louisiana’s 3rd District were awarded:

    • $9,000,000 to continue sediment disposal site construction for the Calcasieu River and Pass project.

    Investigation projects in Louisiana’s 3rd District were awarded:

    • $2,000,000 to continue preconstruction engineering and design at the Port of Iberia.

    Mississippi River and Tributaries projects in Louisiana’s 3rd District were awarded:

    • $650,000 for completion of the floodwall analysis for the Atchafalaya Basin project,
    • $7,761,000 for the design and construction of feature three for Morganza to the Gulf,
    • $1,613,000 for operations and maintenance of the Atchafalaya Basin Floodway System,
    • $31,197,000 for channel enhancements and guidewall repairs on the Atchafalaya Basin project.

    MIL OSI USA News

  • MIL-OSI USA: Reps. Castor, Soto Urge Federal Investigation into Unlawful Diversion of Medicaid Funds to Hope Florida

    Source: United States House of Representatives – Reprepsentative Kathy Castor (FL14)

    WASHINGTON, D.C. – U.S. Reps. Kathy Castor (FL-14) and Darren Soto (FL-09) are urging the U.S. Department of Health and Human Services Inspector General and the Centers for Medicare & Medicaid Services to investigate the potentially unlawful diversion of $10 million in Medicaid funds by the Florida Agency for Health Care Administration, the Hope Florida Foundation and Centene in a letter released today.

    Reps. Castor and Soto’s call for a Medicaid fraud investigation comes on the heels of the debate in the U.S. House Energy and Commerce Committee over the future of Medicaid and House Republicans’ cruel proposal to kick millions of Americans off Medicaid to pay for tax breaks for the wealthiest Americans. Republicans repeatedly claimed during the marathon Energy and Commerce debate that they were concerned about waste, fraud and abuse in Medicaid. Castor and Soto now point to a concrete example of potential fraud and abuse, while urging an immediate investigation into this inappropriate diversion of taxpayer funds to an unrelated political action committee. 

    “As members of the U.S. House Committee that provides oversight of Medicaid, I can assure you that Congress is very focused on waste, fraud and abuse of Medicaid dollars. Any unlawful diversion of Medicaid dollars in Florida means that the state is less able to provide services to our neighbors who rely on Medicaid and the providers who serve them,” the lawmakers wrote.

    The lawmakers continued, “The diversion of Medicaid dollars requires immediate investigation. These are proceeds that rightfully belong to state taxpayers to serve the citizens who rely on Medicaid, including children, pregnant women, neighbors with disabilities and those served by long-term care.”

    Castor and Soto serve on the House Energy and Commerce Committee, which has jurisdiction over Medicaid, and advocated for families and providers during the 26-hour Energy and Commerce Committee markup of the House Republicans’ cruel proposal to slash Medicaid to pay for tax breaks for the wealthiest Americans, which concluded yesterday.

    Read the full letter here and below:

    RE: Urge Investigation into Unlawful Diversion of Medicaid Funds in Florida 

    Dear Acting Inspector General Hodgkins and Administrator Oz:

    A recent bipartisan investigation by the Florida Legislature and press reports have uncovered that proceeds from a legal settlement between the State of Florida and Florida’s largest Medicaid managed care operator, Centene, were inappropriately diverted to unrelated political committees. Federal law requires that Medicaid proceeds be used solely for health services authorized by law and for the benefit of those served by Medicaid. Therefore, we respectfully request that you investigate the potential unlawful diversion of Medicaid funds by the Florida Agency for Health Care Administration (AHCA), Hope Florida Foundation and Centene. Medicaid is a federal/state partnership, and the federal government may be entitled to recoup funds from the legal settlement and improperly diverted funds as well.

    Hope Florida was established in 2021 as a referral program, operated by state employees, to direct Floridians to businesses, faith-based organizations and nonprofits for housing and social services instead of to government agencies. The Hope Florida Foundation is Hope Florida’s nonprofit arm and is subject to spending limits on lobbying and campaigns. According to its website, Hope Florida “firmly believe(s) that more government is not always the best solution to the problem. Instead, government is utilized as a meaningful connection point and then gets out of the way.” Many Florida state agencies prominently display links on their homepage to Hope Florida, directing individuals to a Hope Navigator instead of contacting a state agency, including the websites of Florida Department of Children and Families, Florida Department of Juvenile Justice, Florida Department of Veterans Affairs and Florida Department of Elder Affairs. AHCA administers Florida’s Medicaid program.

    On September 27, 2024, the State of Florida reached a settlement agreement with Centene relating to the overbilling of taxpayers by over $67 million. The agreement directed Centene to pay $10 million to the Hope Florida Foundation through a wire transfer and pay the remaining $57 million to AHCA. The settlement also stated that “AHCA desires an expanded role for Hope Florida in the Florida Medicaid program.”  

    On October 16, two days after receiving the $10 million wire transfer, the Hope Florida Foundation wired $5 million to Secure Florida’s Future, a 501(c)4 nonprofit that proposed spending the ‘grant’ on a “long-term, targeted business partner recruitment strategy and public awareness campaign.” 

    On October 17, Secure Florida’s Future donated $2 million to Keep Florida Clean Inc., a Political Action Committee (PAC) controlled by Governor DeSantis’s then-chief of staff James Uthmeier that was created to campaign against Amendment 3, a ballot initiative to legalize recreational marijuana in Florida. Governor DeSantis strongly opposed Amendment 3. Days later, Secure Florida’s Future sent Keep Florida Clean Inc. an additional $1.75 million. 

    On October 22, the Hope Florida Foundation wired $5 million to the 501(c)4 nonprofit Save Our Society from Drugs that proposed spending the ‘grant’ on “developing and implementing strategies that directly address the substance use crisis facing our communities.” 

    On October 23, the next day, Save Our Society from Drugs donated $1.6 million to Keep Florida Clean Inc. Over the coming days, Save Our Society from Drugs donated an additional $3.15 million to Keep Florida Clean Inc. 

    While there are limited financial disclosure requirements associated with 501(c)4 organizations, records appear to show that a total of $8.5 million from the Centene settlement with AHCA went from the Hope Florida Foundation to the Amendment 3-focused Keep Florida Clean, Inc. PAC, the same PAC that also donated funding to the Republican Party of Florida and the Florida Freedom Fund. 

    The transfer of Medicaid dollars to a charitable committee and then political committees appears to run afoul of federal law, including 18 U.S.C. 1347 (to knowingly execute or attempt a scheme to defraud a health care benefit program or obtain money from it) and 18 U.S.C. 371 (for two or more people to agree to defraud the United States.), and may implicate other relevant statutes and regulations. As members of the U.S. House Energy and Commerce Committee that provides oversight of Medicaid, we can assure you that Congress is very focused on waste, fraud and abuse of Medicaid dollars. Any unlawful diversion of Medicaid dollars in Florida means that the state is less able to provide services to our neighbors who rely on Medicaid and support the providers who serve them.

    Hope Florida had raised only about $2 million during its three years of existence, but in one fell swoop, received $10 million from a Medicaid settlement, which was immediately funneled through other nonprofits to a PAC directed by the Governor’s Chief of Staff. The Florida House of Representatives initiated an investigation into what State Representative Alex Andrade called a potential “conspiracy to commit money laundering and wire fraud,” but ultimately determined that “the best avenue is probably a federal investigation because…these were Medicaid dollars.”  The diversion of Medicaid dollars requires immediate investigation. These are proceeds that rightfully belong to serve the citizens who rely on Medicaid, including children, pregnant women, neighbors with disabilities and those served by long-term care.

    Therefore, we respectfully urge you to investigate whether or not the $10 million settlement scheme violates federal law and complies with Centers for Medicare and Medicaid Services (CMS) legal and regulatory framework and any other applicable federal laws and regulations.  

    Sincerely,

    MIL OSI USA News

  • MIL-OSI Security: Two Men Sentenced for Real Estate and Tax Fraud

    Source: United States Attorneys General 1

    Two men were sentenced to prison today for a wire and tax fraud scheme to obtain title to a $1.3 million home in Roanoke County, Virginia. Herman Estes Jr. of Fieldale Virginia was sentenced to 84 months in prison; his co-conspirator Daniel Heggins of Charlotte, North Carolina was sentenced to 24 months in prison.

    The following is according to court documents and statements made in court: Herman Estes filed a false amended income tax return for 2021 claiming he was entitled to a refund of $18.3 million. In March 2023, Estes made a $1.3 million cash offer for a property on Old Mill Plantation Road in Roanoke County. To legitimize this offer, Estes provided the parties to the transaction with a proof of funds letter that Estes created using an online form. Estes also provided the real estate agent with Heggins’ contact information and claimed Heggins was his trust manager with authority to approve the cash offer. When the real estate agent contacted Heggins, Heggins purported to approve Estes’s use of his trust funds to purchase the house.

    As payment for the property, Estes tendered a fraudulent cashier’s check in the amount of $1,307,199.43 signed by him and purportedly drawn off a Federal Reserve Bank. Funds in that amount were debited to the settlement company’s trust account before the check was flagged as fraudulent.

    In March 2023, Estes filed another false tax return claiming he was entitled to a $2.9 million refund.

    In addition to the terms of imprisonment, Chief U.S. District Judge Elizabeth K. Dillon for the Western District of Virginia ordered Estes to serve three years of supervised release and Heggins to serve three years of supervised release.

    Acting Deputy Assistant Attorney General Karen E. Kelly of the Justice Department’s Tax Division and Acting U.S. Attorney Zachary T. Lee for the Western District of Virginia made the announcement.

    The Bureau of Alcohol, Tobacco, Firearms and Explosives and IRS Criminal Investigation investigated the case.

    Trial Attorney Andrew Ascencio of the Tax Division and Assistant U.S. Attorney Lee Brett for the Western District of Virginia prosecuted the case. Former Assistant U.S. Attorney Kristin Johnson for the Western District of Virginia assisted in the investigation and prosecution.

    MIL Security OSI

  • MIL-OSI: Welsbach Technology Metals Acquisition Corp. (“WTMA”) and Evolution Metals LLC (“EM”) Announce Effectiveness of SEC Registration Statement Ahead of Strategic Business Combination

    Source: GlobeNewswire (MIL-OSI)

    Chicago, IL and St. Louis, MO , May 15, 2025 (GLOBE NEWSWIRE) — Welsbach Technology Metals Acquisition Corp. (OTC: WTMA), a publicly traded special purpose acquisition company, and Evolution Metals LLC, which is dedicated to developing a secure, reliable global supply chain for critical minerals and materials (CMM), today announced that the U.S. Securities and Exchange Commission (“SEC”) has declared effective their registration statement on Form S-4, paving the way for the consummation of this previously- announced business combination.

    In connection with the business combination WTMA and EM plan to acquire 100% interest of five operating companies: (1) KCM Industry Co., Ltd., (2) NS World Co., Ltd., (3) KMMI INC., (4) Handa Lab Co., Ltd., and (5) Critical Mineral Recovery, Inc. Upon closing, the combined company will be renamed Evolution Metals & Technologies Corp. (“EM&T” or referred to in the Form S-4 as “New EM”), and expects to trade on Nasdaq under the symbol EMAT.

    EM&T’s business is to leverage advanced technologies such as robotics and artificial intelligence (AI) to provide integrated midstream and downstream CMM recycling and processing of oxides, metals, magnet alloys, battery materials, and rare earth magnets for key industries including, but not limited to, the automotive, aerospace, defense, healthcare, high tech, consumer electronics and appliances, and renewable energy industries, while driving a sustainable future.

    “This is an important step in our mission to build a Western critical materials champion,” said Daniel Mamadou, CEO of Welsbach Technology Metals Acquisition Corp. “It perfectly aligns with our original vision to bring together proven technologies, experienced operators, and strategic capital to solve one of the most urgent supply chain vulnerabilities in the Western world. EM&T is not just another company – we believe it is the platform that will deliver on what others have only promised.”

    David Wilcox, Managing Member of Evolution Metals LLC, added, “Today marks a transformative step toward American resilience in critical materials. This merger represents a direct response to the policy imperatives outlined by the U.S. government from reshoring strategic industries to securing CMM supply chains. The future of EM&T is built to execute on those priorities with speed and scale. “The immediate need for critical minerals and materials is mid-stream processing. Without the combined expertise of separation, salts for batteries, metals, alloys, metallics, sintered and bonded magnet-making capabilities under one Western roof, Chinese companies will continue to monopolize key steps in this supply chain, leaving all other nations and industries vulnerable. By integrating CMM recycling, processing, and advanced materials production, EM&T expects to be positioned to reduce dependence on China-controlled supply chains and strengthen America’s industrial and national security. EM&T plans to deliver real impact – environmentally, strategically, and economically.”

    About Welsbach Technology Metals Acquisition Corp.

    Welsbach Technology Metals Acquisition Corp. (OTC: WTMA) is a blank check company focused on identifying high-impact technology metals businesses aligned with global sustainability and security trends. One of WTMA’s co-sponsors, Welsbach Holdings Pte Ltd, is an independent platform focused on the support and development of projects related to technology metals and materials.

    About Evolution Metals LLC

    Evolution Metals LLC is committed to establishing a secure, robust and reliable supply chain for critical minerals & materials (CMM) that is 100% independent of China for sourcing or supplying feedstocks. EM’s strategy is to acquire and develop manufacturing, recycling and processing facilities to produce essential products (including magnets, battery feedstocks and related materials) for industrial uses such as, but not limited to, electric vehicles, electronics, environmental technologies and aerospace and defense applications. EM aims to support the creation of jobs, industry and manufacturing to promote a greener future by providing bespoke solutions to support its clients globally.

    Cautionary Statement Regarding Forward-Looking Statements

    Certain statements made in this press release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking . The forward-looking statements are based on the current expectations and beliefs of the management of WTMA and EM, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made with the SEC by WTMA and the following: WTMA’s ability to complete the proposed Business Combination or, if WTMA does not consummate such proposed Business Combination, any other initial business combination; the risk that the consummation of the proposed Business Combination is significantly delayed; the ability to recognize the anticipated benefits of the proposed Business Combination; the risk that the announcement and consummation of the proposed Business Combination disrupts EM’s current plans; New EM’s ability to successfully integrate the business and operations of the target companies (the “Target Companies”) into its ongoing business operations and realize the intended benefits of New EM’s acquisition of the Target Companies; New EM’s ability to secure sufficient funding to successfully rebuild Critical Mineral Recovery Inc.’s recycling facility with significant expansion on management’s expected timeline and budget, or at all; unexpected costs related to the proposed Business Combination; expectations regarding New EM’s strategies and future financial performance, including future business plans, expansion and acquisition plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, product and service acceptance, market trends, liquidity, cash flows and uses of cash, capital expenditures, and New EM’s ability to invest in growth initiatives; satisfaction or waiver (if applicable) of the conditions to the proposed Business Combination, including, among other things: (i) approval of the proposed Business Combination and related agreements and transactions by the WTMA stockholders, the holder of the EM member units and the holders of the equity interests of the other Target Companies, (ii) receipt of approval for listing on Nasdaq Stock Market LLC (“Nasdaq”) the shares of WTMA common stock to be issued in connection with the Business Combination, and (iii) the absence of any injunctions; that the amount of cash available in the trust account and from certain other investments is at least equal to the minimum available cash condition amount, after giving effect to redemptions by WTMA stockholders and certain transaction expenses; the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement; the implementation, market acceptance and success of New EM’s business model and growth strategy; the ability to obtain or maintain the listing of New EM’s common stock on Nasdaq following the proposed Business Combination; limited liquidity and trading of WTMA’s public securities; the amount of any redemptions by existing holders of WTMA common stock being greater than expected; WTMA’s ability to raise financing in the future; WTMA’s success in retaining or recruiting, or changes required in, New EM’s officers, key employees or directors following the completion of the proposed Business Combination; WTMA officers and directors allocating their time to other businesses and potentially having conflicts of interest with WTMA’s business or in approving the proposed Business Combination; the use of proceeds not held in the trust account or available to WTMA from interest income on the trust account balance; the impact of the regulatory environment and complexities with compliance related to such environment, including New EM’s ability to meet, and continue to meet, applicable regulatory requirements; New EM’s ability to execute its business plan, including with respect to its technical development and commercialization of products, and its growth and go-to-market strategies; New EM’s ability to achieve sustained, long-term profitability and commercial success; operational risks, including with respect to New EM’s use of agents or resellers in certain jurisdictions, New EM’s ability to scale up its manufacturing quantities of its products, New EM’s outsourcing of manufacturing and such manufacturers’ ability to satisfy New EM’s manufacturing needs on a timely basis, the availability of components or raw materials used to manufacture New EM’s products and New EM’s ability to process customer order backlog; New EM’s revenue deriving from a limited number of customers; geopolitical risk and changes in applicable laws or regulations, including with respect to New EM’s planned operations outside of the U.S. and Korea; New EM’s ability to attract and retain talented personnel; New EM’s ability to compete with companies that have significantly more resources; New EM’s ability to meet certain certification and compliance standards; New EM’s ability to protect its intellectual property rights and ability to protect itself against potential intellectual property infringement claims; the outcome of any known and unknown litigation and regulatory proceedings, including any proceedings that may be instituted against WTMA or EM following announcement of the proposed Business Combination; the potential characterization of New EM as an investment company subject to the Investment Company Act of 1940, as amended; and other factors detailed under the section entitled “Risk Factors” in the Registration Statement on Form S 4, initially filed with the SEC on November 12, 2024, as amended (the “Registration Statement”). Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of WTMA, EM and the other Target Companies prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Except to the extent required by applicable law or regulation, WTMA, EM and the other Target Companies undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

    Additional Information and Where to Find It

    WTMA has filed the Registration Statement with the SEC, which was declared effective by the SEC on May 14, 2025. The Registration Statement includes a document that serves as a proxy statement and prospectus of WTMA, referred to as a “proxy statement/prospectus,” containing information about the proposed Business Combination and the respective businesses of WTMA, EM and the Target Companies. WTMA will mail a definitive proxy statement/prospectus and other relevant documents to WTMA stockholders. WTMA stockholders are urged to read the preliminary proxy statement/prospectus and any amendments thereto and, when available, the definitive proxy statement/prospectus in connection with the solicitation of proxies for the special meeting to be held to approve the proposed Business Combination, because these documents will contain important information about WTMA, EM, the other Target Companies and the proposed Business Combination. The definitive proxy statement/prospectus will be mailed to stockholders of WTMA as of a record date established for voting on the proposed Business Combination. Stockholders of WTMA will also be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about WTMA without charge, at the SEC’s website (www.sec.gov). Copies of the proxy statement/prospectus and WTMA’s other filings with the SEC can also be obtained, without charge, by directing a request to: chris@welsbach.sg. The information contained in, or that can be accessed through, WTMA’s website is not incorporated by reference in, and is not part of, this press release.

    No Offer or Solicitation

    This press release does not constitute (i) a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed Business Combination, or (ii) an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a definitive offering document.

    Participants in the Solicitation

    WTMA and EM and their respective directors and officers or managers and other members of management and employees may be deemed participants in the solicitation of proxies in connection with the proposed Business Combination. WTMA stockholders and other interested persons may obtain, without charge, more detailed information regarding directors and officers of WTMA in WTMA’s proxy statement/prospectus. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from WTMA’s stockholders in connection with the proposed Business Combination will be included in the proxy statement/prospectus that WTMA intends to file with the SEC.

    Investor & Media Contacts

    Judith McGarry
    Evolution Metals LLC
    Tel: +1 (415) 971-2900
    Email: judith.mcgarry@evolution-metals.com

    Daniel Mamadou
    Chief Executive Officer
    Welsbach Technology Metals Acquisition Corp.
    Tel: +1 (251) 280-1980
    Email: daniel@welsbach.sg

    Private Investment in Public Equity (“PIPE”)
    Email: PIPE@Evolution-Metals.com

    The MIL Network

  • MIL-OSI: Beam Global Announces First Quarter 2025 Operating Results

    Source: GlobeNewswire (MIL-OSI)

    SAN DIEGO, May 15, 2025 (GLOBE NEWSWIRE) — Beam Global, (Nasdaq: BEEM), (the “Company”), a leading provider of innovative and sustainable infrastructure solutions for the electrification of transportation and energy security, today announced its first quarter results for the period ended March 31, 2025.

    Q1 2025 Financial Highlights

    • Revenue CAGR 60% for trailing 60 months
    • Commercial Revenues increased 41% over Q1 2024
    • Positive GAAP Gross Margin 8%
    • Adjusted non-GAAP Gross Margin, net of non-cash costs 21%
    • Net cash used in Operations for Q1 2025 $1.8 million vs. Q1 2024 $3.0 million
    • Backlog of $6.3 million
    • Debt free and $100 million line of credit available and unused

    Q1 2025 and Recent Operational Highlights

    • In Q1 2025 we shipped EV ARC™ units, ARC Mobility™ trailers, energy storage systems (ESS), lighting poles and smart city infrastructure solutions to locations across California, Arizona, Colorado, Florida, Michigan, Oregon, and internationally to Croatia, Serbia, Spain and Romania
    • Achieved CE (Conformité Européenne) certification on EV ARC™
    • Granted U.S. Patent for High-Volume Battery Assembly and Safety Technology
    • Expanded our European sales network with three new distribution partners
      • Seltis Glass Design S.R.L. for the Romanian market
      • Evrosimovski Consulting Ltd. for the North Macedonian market
      • BBA International for the Albanian market
    • Entered Middle Eastern market through partnership with Solvana
    • Launched BeamPatrol™ partnership with Zero Motorcycles with two BeamPatrol™ units at MotoGP in Austin to charge electric motorcycle demonstrations
    • Expanded into Romania with First EV ARC™ Sales through our Romanian reselling agent, Seltis Glass Design SRL
    • Won the Award for Innovation in Sustainable Infrastructure at the 2025 Congress of Mayors and Local Administration of Romania
    • Won the 2024 Award for Business Success by Serbian Chamber of Commerce

    “Though we are navigating through a series of uncertainties in the U.S. market, our other expansion efforts lead us to believe that we have the pieces in place to return to growth in this and future quarters,” said Desmond Wheatley, CEO of Beam Global. “Sales of our flagship product EV ARC™ increased in the first quarter. Our battery business is doing some of the most interesting and promising work it has ever done. Our international expansion strategy is gaining momentum and bearing fruit. We have sufficient cash and working capital to continue to operate the business into the future. We have no debt and no going concern. We’re generating gross profits which, net of non-cash items, are still north of 20%. We have proposals out and items in our pipeline, which would simply not have been possible this time last year before we introduced our fantastic new product lineup and expanded beyond the US market. Losing the immediate benefits of U.S. federal government sales has been tough on us, but we are managing through that and have created a foundation for growth which is resistant to those sorts of upheavals, and which I believe, will create opportunities for growth which far out strip anything that we’ve ever done before.”

    Revenues
    For the first quarter of 2025, Beam Global’s revenues were $6.3 million. The Company has a Revenue CAGR of 60% for the trailing 60 months, as of the three months ending March 31, 2025. Revenues were diverse across commercial entities and state and local governments with a significant rebalancing towards enterprise customers. For the first quarter of 2025, 53% of revenues were derived from commercial customers compared to 16% in the same period in 2024. International customers comprised 25% of all revenue as of March 31, 2025 compared to 11% for the three months ended March 31, 2024. We believe that the decrease in revenue is mainly a result of uncertainty in the U.S. government’s zero emission vehicle strategy related to the presidential election.

    Gross Profit

    Gross profit for the quarter ended March 31, 2025, was $0.5 million, or 8% gross margin, compared to gross profit of $1.5 million, or 10% gross margin in the first quarter of the prior year. The gross profit includes a non-cash negative impact of $1.0 million for depreciation and amortization of intangible assets resulting from the AllCell acquisition. Our gross margin, net of non-cash items, was 21% for the quarter ended March 31, 2025 compared to 12% for the quarter ended March 31, 2024. Our engineering team has continued to implement design changes which have reduced the bill of materials for the EV ARCTM, improving the product margins throughout 2024 and leading into 2025. Additionally, we have continued to recognize synergies and positive gross margin contributions from our acquisitions. We expect the Company’s revenue to grow in the future and our fixed overhead absorption to continue to improve resulting in improved gross margins.

    Operating Expenses and Impairment of Goodwill

    The first quarter 2025 total operating expenses of $16.0 million included $10.8 million of goodwill impairment, for the single reporting unit, because our market capitalization no longer exceeded our net assets at March 31, 2025 due to the decrease in our stock price since December 31, 2024. Our operating expenses, net of non-cash items for the three months ended March 31, 2025 are $4.1 million compared to 2024 of $3.8 million, a variance of $0.2 million or 6%. The Company believes the goodwill impairment reported during the three months ended March 31, 2025 is not a negative indicator of historic or current operating results and not a negative indicator of future performance as the Company has taken significant steps to diversify its geographical reach and product offerings while focusing on strategic growth. The Company believes that the resulting non-cash charge has no impact on the Company’s compliance with its cash flows or available liquidity and that its acquired entities are contributing positively to its operations and growth potential.

    Net Loss

    The first quarter net loss of $15.5 million included $12.5 million of non-cash expense items such as goodwill impairment, depreciation and amortization, stock-based compensation and provisions for credit losses in 2025, compared to a net loss of $3.0 million with non-cash expenses of $1.1 million in 2024. The first quarter 2025 net loss excluding non-cash items was $2.8 million compared to $2.1 million for the same period in 2024.

    Cash

    On March 31, 2025, we had cash of $2.5 million, compared to cash of $4.6 million at December 31, 2024.

    Net cash used for operating activities was $1.8 million for the three months ended March 31, 2025 compared to $3.0 million for the same period in 2024.

    We have historically met our cash needs through a combination of debt and equity financing and more recently through increasing gross profit contributions. Our cash requirements are generally for operating activities and acquisitions.

    Non-GAAP Financial Measures

    To supplement our condensed consolidated financial statements, which are prepared in accordance with GAAP, we present Non-GAAP financial measures, in this press release. We use Non-GAAP in conjunction with GAAP measures as part of our overall assessment of our performance to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance. We believe Non-GAAP is also helpful to investors, analysts and other interested parties because it can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. Non-GAAP has limitations as an analytical tool. Therefore, you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Because of these limitations, you should consider Non-GAAP measurements alongside other financial performance measures, including attributable to other GAAP measures. In evaluating Non-GAAP measures you should be aware that in the future, we may incur expenses that are the same as, or similar to, some of the adjustments reflected in this press release. Our presentation of Non-GAAP should not be construed to imply that our future results will be unaffected by the types of items excluded from the calculations of Non-GAAP measures. Non-GAAP is not presented in accordance with GAAP and the use of these terms vary from others in our industry.

    Conference Call May 15, 2025 at 4:30 p.m. ET 

    Management will host a conference call on Thursday May 15, 2025 at 4:30 p.m. ET to review financial results and provide an update on corporate developments. Following management’s formal remarks, there will be a question-and-answer session.

    Participants can register for the conference through the following link: https://dpregister.com/sreg/10200046/ff2f9aecc8

    Please note that registered participants will receive their call-in number upon registration.

    Those without internet access or unable to pre-register may call in by calling:

    PARTICIPANT CALL IN (TOLL FREE): 1-844-739-3880

    PARTICIPANT INTERNATIONAL CALL IN: 1-412-317-5716

    Please ask to join the Beam Global call.

    About Beam Global
    Beam Global is a clean technology innovator which develops and manufactures sustainable infrastructure products and technologies. We operate at the nexus of clean energy and transportation with a focus on sustainable energy infrastructure, rapidly deployed and scalable EV charging solutions, safe energy storage and vital energy security. With operations in the U.S. and Europe, Beam Global develops, patents, designs, engineers and manufactures unique and advanced clean technology solutions that power transportation, provide secure sources of electricity, save time and money and protect the environment. Beam Global is headquartered in San Diego, CA with facilities in Broadview, IL and Belgrade and Kraljevo, Serbia. Beam Global is listed on Nasdaq under the symbol BEEM. For more information visit BeamForAll.comLinkedInYouTube, Instagram and X (formerly Twitter).

    Forward-Looking Statements
    This Beam Global Press Release may contain forward-looking statements. All statements in this Press Release other than statements of historical facts are forward-looking statements. Forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “target,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may,” or other words and similar expressions that convey the uncertainty of future events or results. These statements relate to future events or future results of operations. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause Beam Global’s actual results to be materially different from these forward-looking statements. Except to the extent required by law, Beam Global expressly disclaims any obligation to update any forward-looking statements.

    Investor Relations
    Luke Higgins
    +1-858-799-4583
    IR@BeamForAll.com

    Media Contact
    Andy Lovsted
    +1-858-335-8465
    Press@BeamForAll.com

     
    Beam Global
    Condensed Consolidated Balance Sheets
    (In thousands, except share and per share data)
           
      Three Months Ended
      March 31,   December 31,
      2025   2024
      (Unaudited)    
    Assets      
    Current assets      
    Cash $ 2,504   $ 4,572
    Accounts receivable, net of allowance for credit losses of $498 and $259 7,145   8,027
    Prepaid expenses and other current assets 2,150   2,243
    Inventory, net 11,845   12,284
    Total current assets 23,644   27,126
           
    Property and equipment, net 13,531   13,704
    Operating lease right of use assets 1,650   1,893
    Goodwill   10,580
    Intangible assets, net 7,810   8,037
    Deposits 120   119
    Total assets $ 46,755   $ 61,459
           
    Liabilities and Stockholders’ Equity      
    Current liabilities      
    Accounts payable $ 8,316   $ 8,959
    Accrued expenses 2,393   2,462
    Sales tax payable 435   195
    Deferred revenue, current 1,042   847
    Note payable, current 64   63
    Contingent consideration, current 93   93
    Operating lease liabilities, current 539   696
    Total current liabilities 12,882   13,315
           
    Deferred revenue, noncurrent 857   800
    Note payable, noncurrent 182   199
    Contingent consideration, noncurrent 216   216
    Other liabilities, noncurrent 3,432   3,380
    Deferred tax liabilities, noncurrent 1,609   1,290
    Operating lease liabilities, noncurrent 905   971
    Total liabilities 20,083   20,171
           
    Commitments and contingencies (Note 10)      
           
    Stockholders’ equity      
    Preferred stock, $0.001 par value, 10,000,000 authorized, none outstanding as of March 31, 2025 and December 31, 2024.  
    Common stock, $0.001 par value, 350,000,000 shares authorized, 15,043,045 and 14,835,630 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively. 15   15
    Additional paid-in-capital 147,518   147,072
    Accumulated deficit (120,166)   (104,643)
    Accumulated Other Comprehensive Income (AOCI) (695)   (1,156)
           
    Total stockholders’ equity 26,672   41,288
           
    Total liabilities and stockholders’ equity $ 46,755   $ 61,459
           
    Beam Global
    Condensed Consolidated Statements of Operations and Comprehensive Loss
    (Unaudited, In thousands except per share data)
           
      Three Months Ended
      March 31,
      2025   2024
           
    Revenues $ 6,324   $ 14,561
           
    Cost of revenues 5,823   13,082
           
    Gross profit 501   1,479
           
           
    Operating expenses 5,265   4,527
           
    Impairment of goodwill 10,780  
           
    Loss from operations (15,544)   (3,048)
           
    Other income (expense)      
    Interest income 23   71
    Other income (expense) 4   (56)
    Interest expense (6)   (4)
    Other income 21   11
           
    Loss before income tax expense (15,523)   (3,037)
           
    Net Loss $ (15,523)   $ (3,037)
           
    Net foreign currency translation benefit (expense) 461   (329)
    Total Comprehensive Loss $ (15,062)   $ (3,366)
           
    Net Loss per share – basic/diluted $ (1.04)   $ (0.21)
           
    Weighted average shares outstanding – basic/diluted 14,990   14,422
           

    The MIL Network