Category: Finance

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

Source: GlobeNewswire (MIL-OSI)

Financial Highlights

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

Financial Overview for the Year Ended December 31, 2024

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

CEO Review for 2024

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

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

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

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

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

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

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

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

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

Activity of Dorad:

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

Activity in the USA:

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

Activity in Italy:

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

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

Activity in Israel:

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

Development of Solar licenses combined with storage:

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

Activity in the Netherlands:

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

Use of Non-IFRS Financial Measures

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

About Ellomay Capital Ltd.

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

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

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

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

Information Relating to Forward-Looking Statements

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

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

Ellomay Capital Ltd. and its Subsidiaries

Unaudited Condensed Consolidated Statements of Financial Position

	December 31,
	2024	2023	2024
	Unaudited	Audited	Unaudited
	€ in thousands		Convenience Translation into US$ in thousands*
Assets
Current assets:
Cash and cash equivalents	41,134	51,127	42,819
Short term deposits	–	997	–
Restricted cash	656	810	683
Intangible asset from green certificates	178	553	185
Trade and other receivables	20,734	11,717	21,583
Derivatives asset short-term	146	275	152
Assets of disposal groups classified as held for sale	–	28,297	–
	62,848	93,776	65,422
Non-current assets
Investment in equity accounted investee	41,324	31,772	43,017
Advances on account of investments	547	898	569
Fixed assets	482,166	407,982	501,918
Right-of-use asset	34,315	30,967	35,721
Restricted cash and deposits	17,052	17,386	17,751
Deferred tax	9,039	8,677	9,409
Long term receivables	13,411	10,446	13,960
Derivatives	15,974	10,948	16,628
	613,828	519,076	638,973
Total assets	676,676	612,852	704,395

Liabilities and Equity
Current liabilities
Current maturities of long-term bank loans	21,316	9,784	22,189
Current maturities of other long-term loans	5,000	5,000	5,205
Current maturities of debentures	35,706	35,200	37,169
Trade payables	8,856	5,249	9,219
Other payables	10,896	10,859	11,342
Current maturities of derivatives	1,875	4,643	1,952
Current maturities of lease liabilities	714	700	743
Liabilities of disposal groups classified as held for sale	–	17,142	–
Warrants	1,446	84	1,505
	85,809	88,661	89,324
Non-current liabilities
Long-term lease liabilities	25,324	23,680	26,361
Long-term bank loans	245,866	237,781	255,938
Other long-term loans	31,314	29,373	32,597
Debentures	155,823	104,887	162,206
Deferred tax	2,486	2,516	2,588
Other long-term liabilities	939	855	977
Derivatives	288	–	300
	462,040	399,092	480,967
Total liabilities	547,849	487,753	570,291

Equity
Share capital	25,613	25,613	26,662
Share premium	86,271	86,159	89,805
Treasury shares	(1,736)	(1,736)	(1,807)
Transaction reserve with non-controlling Interests	5,697	5,697	5,930
Reserves	14,338	4,299	14,925
Accumulated deficit	(12,019)	(5,037)	(12,511)
Total equity attributed to shareholders of the Company	118,164	114,995	123,004
Non-Controlling Interest	10,663	10,104	11,100
Total equity	128,827	125,099	134,104
Total liabilities and equity	676,676	612,852	704,395

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

Ellomay Capital Ltd. and its Subsidiaries

Unaudited Condensed Consolidated Statements of Comprehensive Income

	For the three months ended December 31,		For the year ended December 31,		For the three months ended December 31,	For the year ended December 31,
	2024	2023	2024	2023	2024	2024
	Unaudited		Unaudited	Audited	Unaudited
	€ in thousands (except per share data)				Convenience Translation into US$*
Revenues	8,678	8,424	40,467	48,834	9,033	42,125
Operating expenses	(5,298)	(5,460)	(19,803)	(22,861)	(5,515)	(20,614)
Depreciation and amortization expenses	(4,126)	(4,265)	(16,468)	(16,012)	(4,295)	(17,143)
Gross profit (loss)	(746)	(1,301)	4,196	9,961	(777)	4,368

Project development costs	(790)	(2,025)	(4,101)	(4,465)	(822)	(4,269)
General and administrative expenses	(1,384)	(1,320)	(6,063)	(5,283)	(1,441)	(6,311)
Share of profit (loss) of equity accounted investee	5,767	(279)	11,062	4,320	6,003	11,515
Other income, net	524	–	3,409	–	545	3,549
Operating profit (loss)	3,371	(4,925)	8,503	4,533	3,508	8,852

Financing income	710	345	2,495	8,747	739	2,597
Financing income (expenses) in connection with derivatives and warrants, net	(664)	336	1,140	251	(691)	1,187
Financing expenses in connection with projects finance	(1,544)	(1,465)	(6,190)	(6,077)	(1,607)	(6,444)
Financing expenses in connection with debentures	(1,762)	(1,008)	(6,641)	(3,876)	(1,834)	(6,913)
Interest expenses on minority shareholder loan	(528)	(541)	(2,144)	(2,014)	(550)	(2,232)
Other financing expenses	(13,099)	(1,499)	(8,311)	(588)	(13,636)	(8,651)
Financing expenses, net	(16,887)	(3,832)	(19,651)	(3,557)	(17,579)	(20,456)

Profit (loss) before taxes on income	(13,516)	(8,757)	(11,148)	976	(14,071)	(11,604)
Tax benefit	1,475	799	1,547	1,436	1,535	1,610
Profit (loss) for the period from continuing operations	(12,041)	(7,958)	(9,601)	2,412	(12,536)	(9,994)
Profit (loss) from discontinued operation (net of tax)	58	(1,857)	137	(1,787)	60	143
Profit (loss) for the period	(11,983)	(9,815)	(9,464)	625	(12,476)	(9,851)
Profit (loss) attributable to:
Owners of the Company	(10,887)	(8,490)	(6,982)	2,219	(11,333)	(7,268)
Non-controlling interests	(1,096)	(1,325)	(2,482)	(1,594)	(1,143)	(2,583)
Profit (loss) for the period	(11,983)	(9,815)	(9,464)	625	(12,476)	(9,851)
Other comprehensive income (loss) item
that after initial recognition in comprehensive income (loss) were or will be transferred to profit or loss:
Foreign currency translation differences for foreign operations	13,159	1,234	8,007	(7,949)	13,698	8,335
Foreign currency translation differences for foreign operations that were recognized in profit or loss	–	–	255	–	–	265
Effective portion of change in fair value of cash flow hedges	(3,781)	(10,718)	5,631	39,431	(3,937)	5,861
Net change in fair value of cash flow hedges transferred to profit or loss	1,108	19,183	(813)	9,794	1,154	(846)
Total other comprehensive income	10,486	9,699	13,080	41,276	10,915	13,615

Total other comprehensive income (loss) attributable to:
Owners of the Company	11,354	5,172	10,039	16,931	11,818	10,450
Non-controlling interests	(868)	4,527	3,041	24,345	(903)	3,165
Total other comprehensive income (loss) for the period	10,486	9,699	13,080	41,276	10,915	13,615
Total comprehensive income (loss) for the period	(1,497)	(116)	3,616	41,901	(1,561)	3,764

Total comprehensive income (loss) attributable to:
Owners of the Company	467	(3,318)	3,057	19,150	485	3,182
Non-controlling interests	(1,964)	3,202	559	22,751	(2,046)	582
Total comprehensive income (loss) for the period	(1,497)	(116)	3,616	41,901	(1,561)	3,764

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

Ellomay Capital Ltd. and its Subsidiaries

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

	For the three months ended December 31,		For the year ended December 31,		For the three months ended December 31,	For the year ended December 31,
	2024	2023	2024	2023	2024	2024
	Unaudited		Unaudited	Audited	Unaudited
	€ in thousands (except per share data)				Convenience Translation into US$*
Basic profit (loss) per share	(0.85)	(0.66)	(0.54)	0.17	(0.91)	(0.56)
Diluted profit (loss) per share	(0.85)	(0.66)	(0.54)	0.17	(0.91)	(0.56)

Basic profit (loss) per share continuing operations	(0.85)	(0.14)	(0.55)	0.31	(0.91)	(0.57)
Diluted profit (loss) per share continuing operations	(0.85)	(0.14)	(0.55)	0.31	(0.91)	(0.57)

Basic profit (loss) per share discontinued operation	–	(0.52)	0.01	(0.14)	–	0.01
Diluted profit (loss) per share discontinued operation	–	(0.52)	0.01	(0.14)	–	0.01

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

Ellomay Capital Ltd. and its Subsidiaries

Unaudited Condensed Consolidated Statements of Changes in Equity


	Attributable to shareholders of the Company								Non-controlling Interests	Total Equity
	Share capital	Share premium	Accumulated Deficit	Treasury shares	Translation reserve from foreign operations	Hedging Reserve	Interests Transaction reserve with non-controlling Interests	Total
	€ in thousands
For the year ended
December 31, 2024 (unaudited):
Balance as at January 1, 2024	25,613	86,159	(5,037)	(1,736)	385	3,914	5,697	114,995	10,104	125,099
Profit (loss) for the period	–	–	(6,982)	–	–	–	–	(6,982)	(2,482)	(9,464)
Other comprehensive income (loss) for the period	–	–	–	–	8,061	1,978	–	10,039	3,041	13,080
Total comprehensive income (loss) for the period	–	–	(6,982)	–	8,061	1,978	–	3,057	559	3,616
Transactions with owners of the Company, recognized directly in equity:
Share-based payments	–	112	–	–	–	–	–	112	–	112
Balance as at December 31, 2024	25,613	86,271	(12,019)	(1,736)	8,446	5,892	5,697	118,164	10,663	128,827


For the three months
ended December 31, 2024 (unaudited):
Balance as at September 30, 2024	25,613	86,250	(1,132)	(1,736)	(4,377)	7,361	5,697	117,676	12,627	130,303
Profit (loss) for the period	–	–	(10,887)	–	–	–	–	(10,887)	(1,096)	(11,983)
Other comprehensive income (loss) for the period	–	–	–	–	12,823	(1,469)	–	11,354	(868)	10,486
Total comprehensive income (loss) for the period	–	–	(10,887)	–	12,823	(1,469)	–	467	(1,964)	(1,497)
Transactions with owners of the Company, recognized directly in equity:
Share-based payments	–	21	–	–	–	–	–	21	–	21
Balance as at December 31, 2024	25,613	86,271	(12,019)	(1,736)	8,446	5,892	5,697	118,164	10,663	128,827

Ellomay Capital Ltd. and its Subsidiaries

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

	Share capital	Share premium	Attributable to shareholders of the Company						Non- controlling	Total
			Attributable to shareholders of the Company						Interests	Equity
			Accumulated deficit	Treasury shares	Translation reserve from foreign operations	Hedging Reserve	Interests Transaction reserve with non-controlling Interests	Total
	€ in thousands
For the year ended December 31, 2023 (audited):
Balance as at January 1, 2023	25,613	86,038	(7,256)	(1,736)	7,970	(20,602)	5,697	95,724	(12,647)	83,077
Profit (loss) for the year	–	–	2,219	–	–	–	–	2,219	(1,594)	625
Other comprehensive loss for the year	–	–	–	–	(7,585)	24,516	–	16,931	24,345	41,276
Total comprehensive loss for the year	–	–	2,219	–	(7,585)	24,516	–	19,150	22,751	41,901
Transactions with owners of the Company, recognized directly in equity:
Share-based payments	–	121	–	–	–	–	–	121	–	121
Balance as at December 31, 2023	25,613	86,159	(5,037)	(1,736)	385	3,914	5,697	114,995	10,104	125,099

For the three months
ended December 31, 2023 (unaudited):
Balance as at September 30, 2023	25,613	86,131	3,453	(1,736)	(801)	(72)	5,697	118,285	6,902	125,187
Profit (loss) for the period	–	–	(8,490)	–	–	–	–	(8,490)	(1,325)	(9,815)
Other comprehensive income (loss) for the period	–	–	–	–	1,186	3,986	–	5,172	4,527	9,699
Total comprehensive income (loss) for the period	–	–	(8,490)	–	1,186	3,986	–	(3,318)	3,202	(116)
Transactions with owners of the Company, recognized directly in equity:
Share-based payments	–	28	–	–	–	–	–	28	–	28
Balance as at December 31, 2023	25,613	86,159	(5,037)	(1,736)	385	3,914	5,697	114,995	10,104	125,099

Ellomay Capital Ltd. and its Subsidiaries

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

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

For the three months
ended December 31, 2024 (unaudited):
Balance as at September 30, 2024	26,662	89,783	(1,178)	(1,807)	(4,555)	7,663	5,930	122,498	13,146	135,644
Profit (loss) for the period	–	–	(11,333)	–	–	–	–	(11,333)	(1,143)	(12,476)
Other comprehensive income (loss) for the period	–	–	–	–	13,347	(1,530)	–	11,817	(903)	10,914
Total comprehensive income (loss) for the period	–	–	(11,333)	–	13,347	(1,530)	–	484	(2,046)	(1,562)
Transactions with owners of the Company, recognized directly in equity:
Share-based payments	–	22	–	–	–	–	–	22	–	22
Balance as at December 31, 2024	26,662	89,805	(12,511)	(1,807)	8,792	6,133	5,930	123,004	11,100	134,104

Ellomay Capital Ltd. and its Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flow

	For the three months ended December 31,		For the year ended December 31,			For the three months ended December 31, 2024	For year ended December 31, 2024
	2024	2023	2024		2023
	Unaudited			Unaudited	Audited	Unaudited
	€ in thousands					Convenience Translation into US$*
Cash flows from operating activities
Profit (loss) for the period	(11,983)	(9,815)	(9,464)		625	(12,476)	(9,851)
Adjustments for:
Financing expenses, net	16,887	3,632	19,247		3,034	17,579	20,035
Loss from settlement of derivatives contract	266	–	316		–	277	329
Impairment losses on assets of disposal groups classified as held-for-sale	–	2,565	405		2,565	–	422
Depreciation and amortization	4,126	4,378	16,516		16,473	4,295	17,193
Share-based payment transactions	21	28	112		121	22	117
Share of profits of equity accounted investees	(5,767)	279	(11,062)		(4,320)	(6,003)	(11,515)
Payment of interest on loan from an equity accounted investee	–	33	–		1,501	–	–
Change in trade receivables and other receivables	(5,606)	(1,317)	(8,824)		(302)	(5,836)	(9,185)
Change in other assets	2,894	69	3,770		(681)	3,013	3,924
Change in receivables from concessions project	–	259	793		1,778	–	825
Change in trade payables	48	(332)	(31)		(45)	50	(32)
Change in other payables	4,747	(2,492)	4,454		(2,235)	4,941	4,636
Tax benefit	(1,475)	(1,391)	(1,552)		(1,852)	(1,535)	(1,615)
Income taxes refund (paid)	277	(473)	623		(912)	288	649
Interest received	605	524	2,537		2,936	630	2,641
Interest paid	(2,618)	(4,132)	(9,873)		(10,082)	(2,725)	(10,277)
	14,405	1,630	17,431		7,979	14,996	18,147
Net cash provided by (used in) operating activities	2,422	(8,185)	7,967		8,604	2,520	8,296

Cash flows from investing activities
Acquisition of fixed assets	(22,894)	(7,365)	(72,922)		(58,848)	(23,832)	(75,909)
Interest paid capitalized to fixed assets	(887)	(2,283)	(2,515)		(2,283)	(923)	(2,618)
Proceeds from sale of investments	–	–	9,267		–	–	9,647
Repayment of loan by an equity accounted investee	–	1,221	–		1,324	–	–
Loan to an equity accounted investee	–	(60)	–		(128)	–	–
Advances on account of investments	–	–	(163)		(421)	–	(170)
Proceeds from advances on account of investments	514	297	514		2,218	535	535
Proceeds in marketable securities	–	–	–		2,837	–	–
Investment in settlement of derivatives, net	(540)	–	(316)		–	(562)	(329)
Proceeds from (investment in) restricted cash, net	532	(53)	689		840	554	717
Proceeds from (investment in) short term deposit	2,408	–	1,004		(1,092)	2,507	1,045
Net cash used in investing activities	(20,867)	(8,243)	(64,442)		(55,553)	(21,721)	(67,082)

Cash flows from financing activities
Issuance of warrants	–	–	2,666		–	–	2,775
Cost associated with long-term loans	(556)	(690)	(2,567)		(1,877)	(579)	(2,672)
Payment of principal of lease liabilities	(2,276)	(190)	(2,941)		(1,156)	(2,369)	(3,061)
Proceeds from long-term loans	175	10,787	19,482		32,157	182	20,280
Repayment of long-term loans	(4,668)	(5,746)	(11,776)		(12,736)	(4,859)	(12,258)
Repayment of Debentures	–	–	(35,845)		(17,763)	–	(37,313)
Proceeds from issuance of Debentures, net	15,118	–	73,943		55,808	15,737	76,972
Net cash provided by (used in) financing activities	7,793	4,161	42,962		54,433	8,112	44,723

Effect of exchange rate fluctuations on cash and cash equivalents	3,330	1,723	3,092		(2,387)	3,467	3,215
Increase (decrease) in cash and cash equivalents	(7,322)	(10,544)	(10,421)		5,097	(7,622)	(10,848)
Cash and cash equivalents at the beginning of the period	48,456	62,099	51,127		46,458	50,441	53,221
Cash from (used in) disposal groups classified as held-for-sale	–	(428)	428		(428)	–	446
Cash and cash equivalents at the end of the period	41,134	51,127	41,134		51,127	42,819	42,819

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

Ellomay Capital Ltd. and its Subsidiaries

Operating Segments (Unaudited)

Italy

Spain

USA

Netherlands

Israel

Solar

Subsidized Solar
Plants

28 MW
Solar

Talasol
Solar

Solar

Biogas

Dorad

Manara Pumped Storage

Solar*

Total
reportable
segments

Reconciliations

Total consolidated

For the year ended December 31, 2024

€ in thousands

Revenues

2,293

2,974

1,741

18,365

–

15,094

67,084

–

278

107,829

(67,362)

40,467

Operating expenses

(109)

(519)

(593)

(4,695)

–

(13,887)

(50,065)

–

(142)

(70,010)

50,207

(19,803)

Depreciation and amortization expenses

(89)

(919)

(1,088)

(11,453)

–

(2,897)

(2,489)

–

(48)

(18,983)

2,515

(16,468)

Gross profit (loss)

2,095

1,536

2,217

–

(1,690)

14,530

–

18,836

(14,640)

4,196

Adjusted gross profit (loss)

2,095

1,536

2,217

–

(1,690)

14,530

–

317²

19,065

(14,869)

4,196

Project development costs

(4,101)

General and administrative expenses

(6,063)

Share of income of equity accounted investee

11,062

Other income, net

3,409

Operating profit

8,503

Financing income

2,495

Financing income in connection with
derivatives and warrants, net

1,140

Financing expenses in connection with projects finance

(6,190)

Financing expenses in connection with debentures

(6,641)

Interest expenses on minority shareholder loan

(2,144)

Other financing expenses

(8,311)

Financing expenses, net

(19,651)

Profit before taxes on income

(11,148)

Segment assets as at December 31, 2024

67,546

12,633

19,403

225,452

55,564

31,779

109,579

186,333

–

708,289

(31,613)

676,676

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

Ellomay Capital Ltd. and its Subsidiaries

Reconciliation of Profit (Loss) to EBITDA (Unaudited)

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

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

Ellomay Capital Ltd.

Information for the Company’s Debenture Holders

Financial Covenants

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

Net Financial Debt

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

Discussion concerning Warning Signs

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

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

Ellomay Capital Ltd.

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

Information for the Company’s Series C Debenture Holders

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

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

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

Ellomay Capital Ltd.

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

Information for the Company’s Series D Debenture Holders

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

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

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

Ellomay Capital Ltd.

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

Information for the Company’s Series E Debenture Holders

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

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

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

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

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

Ellomay Capital Ltd. and its Subsidiaries

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

Information for the Company’s Series F Debenture Holders

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

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

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

Ellomay Capital Ltd. and its Subsidiaries

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

Information for the Company’s Series G Debenture Holders

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The MIL Network –

April 1, 2025

MIL-OSI: Beneficient Adjourns Annual Meeting of Stockholders

Source: GlobeNewswire (MIL-OSI)

DALLAS, March 31, 2025 (GLOBE NEWSWIRE) — Beneficient (NASDAQ: BENF) (“Beneficient,” “Ben” or the “Company”), a technology-enabled platform providing exit opportunities and primary capital solutions and related trust and custody services to holders of alternative assets through its proprietary online platform, AltAccess, announced today that the Company’s Annual Meeting of Stockholders, which began at 9:00 a.m. Central time today, March 31, 2025, has been adjourned to allow for more time for stockholders to vote.

At this time, there were not present, by remote communication or by proxy, a sufficient number of shares of the Company’s common stock to constitute a quorum. The Company’s Board of Directors continues to believe that that all of the proposals contained in the proxy statement are advisable and in the best interests of the Company’s stockholders to consider and act upon. Therefore, the Company adjourned the Annual Meeting.

The meeting has been scheduled to reconvene on April 16, 2025 at 9:00 a.m. Central time and will be held virtually online at https://www.cstproxy.com/beneficient/2025.

During the period of the adjournment, the Company will continue to solicit proxies from its stockholders with respect to the proposals set forth in the Company’s proxy statement. Proxies previously submitted in respect to the Annual Meeting will be voted at the reconvened meeting unless properly revoked, and stockholders who have previously submitted a proxy or otherwise voted need not take any action unless they wish to change their vote.

The Company encourages all stockholders who have not yet voted to do so before April 15, 2025 at 11:59 p.m. Central time. The stockholders may vote by internet at https://www.cstproxyvote.com, or by telephone at 1 (866) 894-0536, or by returning a properly executed proxy card to Corporate Secretary, Beneficient, at 325 N. Saint Paul Street, Suite 4850, Dallas, Texas 75201.

About Beneficient

Beneficient (Nasdaq: BENF) – Ben, for short – is on a mission to democratize the global alternative asset investment market by providing traditionally underserved investors − mid-to-high net worth individuals, small-to-midsized institutions and General Partners seeking exit options, anchor commitments and valued-added services for their funds− with solutions that could help them unlock the value in their alternative assets. Ben’s AltQuote™ tool provides customers with a range of potential exit options within minutes, while customers can log on to the AltAccess® portal to explore opportunities and receive proposals in a secure online environment.

Its subsidiary, Beneficient Fiduciary Financial, L.L.C., received its charter under the State of Kansas’ Technology-Enabled Fiduciary Financial Institution (TEFFI) Act and is subject to regulatory oversight by the Office of the State Bank Commissioner.

Additional Information and where to find it

The Company has filed a definitive proxy statement and associated proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the Annual Meeting of Stockholders of the Company (the “Annual Meeting”). The Company, its directors, its executive officers and certain other individuals set forth in the definitive proxy statement will be deemed participants in the solicitation of proxies from shareholders in respect of the Annual Meeting. Information regarding the names of the Company’s directors and executive officers and certain other individuals and their respective interests in the Company by security holdings or otherwise are set forth in the definitive proxy statement filed with the SEC on March 21, 2025. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING PROXY CARD, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and shareholders can obtain a copy of the documents filed by the Company with the SEC, including the definitive proxy statement, free of charge by visiting the SEC’s website, www.sec.gov. The Company’s stockholders can also obtain, without charge, a copy of the definitive proxy statement and other relevant filed documents when available from the Company’s website at www.trustben.com.

Contact

investors@beneficient.com

The MIL Network –

April 1, 2025
MIL-OSI: Energys Group Announces Pricing of $10.125 Million Initial Public Offering and Nasdaq Listing

Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

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

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

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

About Energys Group

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

Forward-Looking Statements

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

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

The MIL Network –

April 1, 2025
MIL-OSI USA: ICE San Diego, multiagency case results in 4 defendants charged after warrant served in El Cajon

Source: US Immigration and Customs Enforcement

SAN DIEGO – John Washburn, general manager of San Diego Powder & Protective Coatings in El Cajon, and three employees, made their first appearances in federal court March 28 to face immigration charges stemming from a search warrant that was served by federal agents at the property March 27. This case is being investigated by U.S. Immigration and Customs Enforcement with significant assistance from multiple law enforcement agencies.

Washburn, along with employees Gilver Martinez-Juanta, Miguel Angel Leal-Sanchez and Fernando Casas-Gamboa, were arrested March 27. Washburn was charged with conspiracy to harbor aliens; the employees were charged with using false documents to work in the United States.

According to the complaint, Washburn employed undocumented workers and allowed them to live in the company’s warehouse. The three charged employees allegedly provided a false attestation regarding their immigration status to secure employment at the business.

U.S. Magistrate Judge Barbara L. Major set bond for Washburn at $5,000 and ordered him and the other defendants to appear in court for a preliminary hearing on April 8, at 9:30 a.m.

Assisting agencies in this investigation include: the Department of Homeland Security, Office of Inspector General; General Services Administration, Office of Inspector General; United States Border Patrol; U.S. Customs and Border Protection; Naval Criminal Investigative Service; Small Business Administration, Office of Inspector General; Drug Enforcement Administration, San Diego Field Division, and the Bureau of Alcohol, Tobacco, Firearms, and Explosives.

These cases are being prosecuted by Assistant U.S. Attorneys Henry F.B. Beshar and Michael A. Deshong.

MIL OSI USA News –

April 1, 2025
MIL-OSI: STMicroelectronics and Innoscience sign GaN technology development and manufacturing agreement
Source: GlobeNewswire (MIL-OSI)

STMicroelectronics and Innoscience sign GaN technology development and manufacturing agreement
- Joint Development Agreement (JDA) on GaN technology to build the future in power electronics for AI datacenters, renewable energy generation and storage, cars and more
- Innoscience can make use of manufacturing capacity of ST in Europe while ST can leverage manufacturing capacity at Innoscience in China
Geneva and Suzhou, March 31^st, 2025 – STMicroelectronics (NYSE: STM), a global semiconductor leader serving customers across the spectrum of electronics applications, and Innoscience (HKEX:02577.HK), the world leader in 8” GaN-on-Si (gallium nitride on silicon) high-performance low-cost manufacturing, announce the signature of an agreement on GaN technology development and manufacturing, leveraging the strengths of each company to enhance GaN power solutions and supply chain resilience.

The companies have agreed on a joint development initiative on GaN power technology, to advance the promising future of GaN power for consumer electronics, datacenters, automotive and industrial power systems and many more applications in the coming years. In addition, the agreement allows Innoscience to utilize ST’s front-end manufacturing capacity outside China for its GaN wafers, while ST can leverage Innoscience’s front-end manufacturing capacity in China for its own GaN wafers. The common ambition is for each company to expand their individual offering in GaN with supply chain flexibility and resilience to cover all customers’ requirements in a wide range of applications.

Marco Cassis, President, Analog, Power & Discrete, MEMS and Sensors of STMicroelectronics declared: “ST and Innoscience are both Integrated Device Manufacturers, and with this agreement we will leverage this model to the benefit of our customers globally. First, ST will be accelerating its roadmap in GaN power technology to complement its silicon and silicon carbide offering. Second, ST will be able to leverage a flexible manufacturing model to serve customers globally.”

Dr. Weiwei Luo, Chairman and Founder of Innoscience, stated “GaN technology is essential to improve electronics, creating smaller and more efficient systems which save electric power, lower cost, and reduce CO₂ Emissions. Innoscience pioneered mass production of 8-inch GaN technology and has shipped over 1 billion GaN devices into multiple markets, and we are very excited to move into strategic collaboration with ST. The joint collaboration between ST and Innoscience will further expand and accelerate the adoption of GaN technology. Together the teams at Innoscience and ST will develop the next generations of GaN technology”.

GaN power devices leverage fundamental material properties that enable new standards of system performance in power conversion, motion control, and actuation, offering significantly lower losses, which allows for enhanced efficiency, smaller size, and lighter weight, thus reducing the overall solution cost and carbon footprint; these devices are rapidly being adopted in consumer electronics, data center and industrial power supplies, and solar inverters, and are being actively designed into next-generation EV powertrains due to their substantial size and weight reduction benefits.

About STMicroelectronics

At ST, we are 50,000 creators and makers of semiconductor technologies mastering the semiconductor supply chain with state-of-the-art manufacturing facilities. An integrated device manufacturer, we work with more than 200,000 customers and thousands of partners to design and build products, solutions, and ecosystems that address their challenges and opportunities, and the need to support a more sustainable world. Our technologies enable smarter mobility, more efficient power and energy management, and the wide-scale deployment of cloud-connected autonomous things. We are on track to be carbon neutral in all direct and indirect emissions (scopes 1 and 2), product transportation, business travel, and employee commuting emissions (our scope 3 focus), and to achieve our 100% renewable electricity sourcing goal by the end of 2027. Further information can be found at www.st.com.

About Innoscience

Innoscience (HKEX:02577.HK) is the global leader in gallium nitride process innovation and power device manufacturing. Innoscience’s device design and performance set the worldwide standard for GaN, and the culture of continuous improvement will accelerate GaN performance and market adoption. The company’s gallium nitride products are used in multiple low, medium and high voltage applications, with GaN process nodes covering 15V to 1200V. Wafers, discrete devices, integrated power ICs, and modules provide customers with robust GaN solutions. With 800 patents granted or pending, Innoscience’s products are known for reliability, performance, and functionality within the fields of consumer electronics, automotive electronics, data centers, renewable energy and industrial power. Innoscience creates a bright future for GaN. Please visit www.innoscience.com for more information.

Contacts

Media Relations
Alexis Breton
Group VP Corporate External Communications
Tel: +33.6.59.16.79.08
alexis.breton@st.com

Investor Relations
Jérôme Ramel
EVP Corporate Development & Integrated External Communication
Tel: +41.22.929.59.20
jerome.ramel@st.com

Attachment
- ST x Innoscience JDA_31march2025_FINALu
The MIL Network –
April 1, 2025
MIL-OSI: Dundee Corporation Announces Acquisition of Shares of SPC Nickel Corp.

Source: GlobeNewswire (MIL-OSI)

TORONTO, March 31, 2025 (GLOBE NEWSWIRE) — In accordance with regulatory requirements, Dundee Corporation (TSX: DC.A) (“Dundee”) announces that its wholly owned subsidiary, Dundee Resources Limited, has acquired an aggregate of 4,568,000 common shares of SPC Nickel Corp. (the “Issuer”) by way of open market purchases.

Immediately prior to the acquisition of securities described in this news release, Dundee and its affiliates owned or controlled 19,180,555 common shares and 3,000,000 warrants representing an approximate 9.97% interest on an undiluted basis and a 11.36% interest on a partially diluted basis. Immediately following the transaction that triggered the requirement to file this news release, Dundee and its affiliates own or control an aggregate of 23,748,555 common shares and 3,000,000 warrants representing an approximate 12.35% interest on an undiluted basis and a 13.70% interest on a partially diluted basis.

Dundee acquired the securities of the Issuer for investment purposes only. Dundee intends to review, on a continuous basis, various factors related to its investment, including (but not limited to) the price and availability of the securities of the Issuer, subsequent developments affecting the Issuer or its business, and the general market and economic conditions. Based upon these and other factors, Dundee may decide to purchase additional securities of the Issuer or may decide in the future to sell all or part of its investment.

This news release is being issued in accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report. The early warning report respecting the acquisition will be filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedarplus.ca under the Issuer’s profile. To obtain a copy of the early warning report filed by Dundee, please contact:

Dundee Corporation
Legal Department
80 Richmond Street West, Suite 2000
Toronto, Ontario M5H 2A4
Tel: (416) 365-5172

ABOUT DUNDEE CORPORATION

Dundee Corporation is a public Canadian independent holding company, listed on the Toronto Stock Exchange under the symbol “DC.A”. Through its operating subsidiaries, Dundee Corporation is an active investor focused on delivering long-term, sustainable value as a trusted partner in the mining sector with more than 30 years of experience making accretive mining investments.

FOR FURTHER INFORMATION PLEASE CONTACT:

Investor and Media Relations
T: (416) 864-3584
E: ir@dundeecorporation.com

The MIL Network –

April 1, 2025
MIL-OSI USA: Governor Kehoe Announces Six Appointments to Various Boards and Commissions, Fills One County Office Vacancy

Source: US State of Missouri

MARCH 31, 2025

Jefferson City — Today, Governor Mike Kehoe announced six appointments to various boards and commissions and the appointment of the Andrew County Circuit Clerk.

Tannah Buhman, of St. Joseph, was appointed as the Andrew County Circuit Clerk.

Ms. Buhman is currently serving as the interim circuit clerk for the Andrew County Circuit Court having been appointed by the Presiding Judge after a year as deputy court clerk. She previously worked as a patient care representative for Mosaic Life Care in St. Joseph, Missouri, and holds certifications as a Certified Nurse Assistant and Certified Medication Technician.

Paul Fitzwater, of Potosi, was appointed to the Missouri Sentencing Advisory Commission.

Mr. Fitzwater currently serves as a member of the Board of Probation and Parole and is a former state representative for Iron, Washington, Wayne, and Reynolds counties. Before entering public service, he owned and operated Fitzwater and Son Concrete Contracting. Fitzwater is also a retired teacher and coach with nearly 30 years of experience in education. He is an active member of several organizations including the National Rifle Association and the Chamber of Commerce. Mr. Fitzwater earned his bachelor’s degree in education from Tarkio College.

Matthew Haase, of Kansas City, was appointed to the Jackson County Sports Complex Authority.

Mr. Haase is currently the director of strategic relations for Kansas City University, having previously served as the senior director of external relations at the University of Missouri-Kansas City. Haas dedicated 18 years to public service under the leadership of former U.S. Senator Roy Blunt as a senior legislative assistant in his congressional office and later as a state director in his Senate office. He was appointed to the 16th Circuit Judicial Commission by Governor Parson and currently serves on the Local Investment Commission. Mr. Haase earned his Bachelor of Science in Economics from Missouri State University in Springfield.

Steven Oslica, of St. Louis, was appointed to the Missouri Community Service Commission.

Mr. Oslica is a business consultant based in St. Louis. He previously served as executive director of the Hawthorn Foundation for Missouri, which helps to fund the sitting governor’s economic development priorities and assists in improving state operation efficiencies. His career includes over 30 years in oil and gas construction materials as a global marketing director for Pittsburgh Corning Corporation and the director of international business for H.B. Fuller. Osclica currently serves on the Board of Trustees for Culver-Stockton College and Board of Advisors for Love the Lou. Mr. Oslica earned his bachelor’s degree in history and political science from Culver-Stockton College.

Victor Pasley, of Columbia, was reappointed to the Lincoln University Board of Curators.

Mr. Pasley retired from Xerox Corporation in 2010 after a 32-year career as a member of its executive team. Prior to his corporate career, he worked as an instructor and assistant principal in Elgin Public Schools and served as a Captain in the United States Army, including a tour of duty in Vietnam. He has served on the Lincoln University Board of Curators since 2019. Mr. Pasley earned a Bachelor of Science in Education from Lincoln University, a Master of Science in Education from Northern Illinois University, and completed the Professional Management Development Program at Harvard Business School.

Richard Popp, of Tebbetts, was reappointed to the Lincoln University Board of Curators.

Mr. Popp is a retired Executive Vice President of Central Bank, where he was employed for 37 years. He is a member of the Missouri Bar Association and Jefferson City Chamber of Commerce. Mr. Popp has served as a member of the Lincoln University Board of Curators for six years. He holds two degrees from the University of Missouri: accounting and plant science. He also earned his Juris Doctor from Harvard Law School in 1977.

John M. Raines, of Senath, was appointed to the University of Missouri Board of Curators.

Mr. Raines’ leadership in agriculture and food spans nearly four decades, most recently retiring as president of TELUS Ag & Consumer Goods. Prior to TELUS, Raines served as the chief commercial officer at The Climate Corporation, now part of Bayer, a leading global provider of agricultural products. Raines serves on the board of directors for several companies including FMC Corporation, Sydenstricker Nobbe Partners, and TPNB Bank, as well as the advisory board for the University of Missouri Fisher Delta Research, Extension and Education Center. He earned a Bachelor of Science in Agriculture from the University of Missouri in Columbia.

###

MIL OSI USA News –

April 1, 2025
MIL-OSI Security: Four More Defendants Indicted on Fraud and Money Laundering Charges Relating to International Lottery Scam Targeting Elderly

Source: Office of United States Attorneys

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

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

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

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

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

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

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

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

MIL Security OSI –

April 1, 2025
MIL-OSI Security: Former Chief of Staff to Mayor in Lawrence Sentenced to More Than Three Years in Prison for Child Pornography Charges

Source: Office of United States Attorneys

BOSTON – The former Chief of Staff to the Mayor of Lawrence, Mass., was sentenced today in federal court in Boston for transporting and possessing child sexual abuse material (CSAM).

Jhovanny Martes-Rosario, 50, was sentenced by U.S. District Court Chief Judge F. Dennis Saylor IV to 43 months in prison, to be followed by five years of supervised release. In December 2024, Martes-Rosario pleaded guilty to one count of transportation of child pornography and one count of possession of child pornography. In April 2023, Martes-Rosario was indicted by a federal grand jury.

Martes-Rosario was identified by law enforcement as the likely user of Yahoo and Apple accounts, containing child pornography. In February 2023, a search was executed at Martes-Rosario’s residence and an iPad device was seized which contained child pornography files. Martes-Rosario admitted that he was the owner of the email addresses and that he searched for and downloaded child pornography to his personal iPad and later sent it to his email address for storage. He also admitted he had been searching for and storing child pornography for years.

United States Attorney Leah B. Foley, Jodi Cohen, Special Agent in Charge of the Federal Bureau of Investigation, Boston Division; and Colonel Geoffrey D. Noble, Superintendent of the Massachusetts State Police made the announcement today. Valuable assistance was provided by the Essex County District Attorney’s Office. Assistant U.S. Attorneys Suzanne Sullivan Jacobus of the Major Crimes Unit and Meghan C. Cleary of the Criminal Division prosecuted 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 the U.S. Attorneys’ Offices and the DOJ’s Child Exploitation and Obscenity Section, Project Safe Childhood marshals federal, state and local resources to locate, apprehend and prosecute individuals who exploit children, as well as identify and rescue victims. For more information about Project Safe Childhood, please visit https://www.justice.gov/psc.

MIL Security OSI –

April 1, 2025
MIL-OSI Security: Missouri Man Who Traveled To Orlando With Child Sexual Abuse Material Sentenced To 12 Years

Source: Office of United States Attorneys

Orlando, FL – U.S. District Judge Paul G. Byron has sentenced Raymond Andrew Lamadrid (55, Missouri) to 12 years in federal prison for transportation of child sexual abuse material (CSAM). Lamadrid pleaded guilty on January 7, 2025.

According to court documents, agents from Homeland Security Investigations (HSI) discovered that Lamadrid was sending and receiving CSAM via Snapchat. On September 16, 2024, Lamadrid arrived in Orlando by plane from the Dominican Republic. During an inspection of Lamadrid’s cellphone by U.S. Customs Border Protection at the Orlando International Airport, officers discovered CSAM.

“This sentencing demonstrates the unwavering dedication and vigilance of HSI Orlando, U.S. Customs and Border Protection and the Brevard County Sheriff’s Office in safeguarding our community,” said Homeland Security Investigation Orlando Assistant Special Agent in Charge David Pezzutti. “Catching this predator with child sexual abuse material serves as a crucial reminder that we remain steadfast in our fight against these heinous crimes. We will continue to work tirelessly to protect our children and bring offenders to justice.”

This case was investigated by Homeland Security Investigations, with assistance from U.S. Customs and Border Protection and the Brevard County Sheriff’s Office. It was prosecuted by Assistant United States Attorney Stephanie A. McNeff.

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

MIL Security OSI –

April 1, 2025
MIL-OSI Security: Beckley Man Sentenced to Prison for Role in Drug Trafficking Organization

Source: Office of United States Attorneys

BECKLEY, W.Va. – Demetrius Terrell Burns, 32, of Beckley, was sentenced today to 10 months in prison, to be followed by three years of supervised release, for conspiracy to distribute methamphetamine, fentanyl and cocaine base. Burns admitted to his role in a drug trafficking organization (DTO) that distributed methamphetamine, fentanyl and cocaine base, also known as “crack,” in Beckley and elsewhere within the Southern District of West Virginia.

According to court documents and statements made in court, in April 2024 Burns received fentanyl from a supplier in Beckley that he used to supply Tilford Joe Bradley Jr., a co-defendant. Burns admitted that on April 12, 2024, he told Bradley by phone that he had received a shipment of “raw” fentanyl. Burns further admitted that he offered to sell Bradley $1,800 worth of raw fentanyl, and they discussed adding cutting agent to the fentanyl to make a larger profit when it was sold. Burns also admitted that he knew Bradley intended to redistribute these drugs in and around the Southern District of West Virginia.

Burns and Bradley are among 12 individuals indicted on charges alleging the defendants conspired to distribute methamphetamine, fentanyl, and crack within the Southern District of West Virginia from in or about June 2023 to in or about May 2024. All 12 have pleaded guilty, including two defendants who pleaded guilty to separate charges in lieu of the offenses alleged in the indictment.

Acting United States Attorney Lisa G. Johnston made the announcement and commended the investigative work of the Federal Bureau of Investigation (FBI), the Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF), and the Beckley/Raleigh County Drug and Violent Crime Unit, which consists of officers from the West Virginia State Police, the Raleigh County Sheriff’s Department, and the Beckley Police Department.

Chief United States District Judge Frank W. Volk imposed the sentence. Assistant United States Attorney Andrew D. Isabell prosecuted the case.

The investigation was part of the Department of Justice’s Organized Crime Drug Enforcement Task Force (OCDETF). The program was established in 1982 to conduct comprehensive, multilevel attacks on major drug trafficking and money laundering organizations and is the keystone of the Department of Justice’s drug reduction strategy. OCDETF combines the resources and expertise of its member federal agencies in cooperation with state and local law enforcement. The principal mission of the OCDETF program is to identify, disrupt and dismantle the most serious drug trafficking organizations, transnational criminal organizations and money laundering organizations that present a significant threat to the public safety, economic, or national security of the United States.

A copy of this press release is located on the website of the U.S. Attorney’s Office for the Southern District of West Virginia. Related court documents and information can be found on PACER by searching for Case No. 5:24-cr-90.

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MIL Security OSI –

April 1, 2025
MIL-OSI Security: California Man Pleads Guilty to Trafficking Fentanyl and Methamphetamine

Source: Office of United States Attorneys

BOSTON – A California man has pleaded guilty in federal court in Boston to trafficking and conspiring to traffic large quantities of methamphetamine and fentanyl.

Marcos Haro, 39, of Sacramento, Calif., pleaded guilty to one count of conspiracy to distribute and to possess with intent to distribute 50 grams or more of methamphetamine and 40 grams or more of fentanyl; two counts of distribution of and possession with intent to distribute 50 grams or more of methamphetamine; aiding and abetting; and one count of distribution of and possession with intent to distribute 40 grams or more of fentanyl; aiding and abetting. U.S. Senior District Court Judge William G. Young scheduled sentencing for June 25, 2025. In April 2023, Marcos Haro was indicted along with his brother Noel Haro.

Noel Haro is a member and influential leader of the “Border Brothers” gang – a large-scale international gang known to be involved in drug, weapon and human trafficking in Southern Arizona with a presence in Nogales, Mexico and the Arizona prison system. Noel Haro is currently serving a life sentence following convictions in Arizona for drug distribution, conspiracy and money laundering. Noel Haro was previously serving his sentence at a facility in Arizona but was transferred to serve his sentence in Massachusetts upon being deemed a security concern due to his alleged influence over other inmates and repeated introduction of cell phones and narcotics into Arizona facilities.

Beginning in or about April 2019, and investigation began into Noel Haro’s attempts to facilitate the trafficking of narcotics to Massachusetts. Investigators monitoring Noel Haro’s inmate calls learned that he was attempting to solicit friends and family members to transport narcotics from Arizona to Massachusetts on his behalf. In April 2022, recorded inmate calls indicated that Noel Haro worked with his brother, Marcos Haro, to arrange drug deals outside of prison.

In June 2022, Marcos Haro agreed to supply a cooperating witness- with samples of multiple narcotics – including fentanyl and methamphetamine. Marcos Haro later mailed the narcotics concealed in a purple teddy bear inside a postal package. On July 13, 2022, the package was retrieved and found to contain powdered fentanyl, five counterfeit fentanyl pills, methamphetamine and approximately 3 grams of heroin. On July 25, 2022, during a recorded inmate call, Noel Haro and Marcos Haro discussed selling one pound of methamphetamine to the same individual. On July 27, 2022, investigators retrieve the package sent from Marcos Haro which contained approximately 446.6 grams of 99% pure methamphetamine. On Aug. 10, 2022, Noel Haro directed Marcos Haro to arrange the sale of five pounds of methamphetamine to the same individual. Later, on Sept. 12, 2022, investigators retrieved two packages sent from Marcos Haro, which contained approximately 892.3 grams of 86% pure methamphetamine and approximately 1,320.2 grams of 95% pure methamphetamine.

In October 2022, Marcos and Noel Haro made arrangements to sell an individual 2,000 fentanyl pills. On Nov. 17, 2022, Marcos sent the individual a photograph of a United States Postal Service shipping box, label and receipt. On Nov. 20, 2022, investigators retrieved the package sent by Marcos Haro to the individual, which contained approximately 2,000 blue pills, which tested positive for approximately 215.3 grams of fentanyl.

According to court documents, on April 2, 2023, Marcos Haro was arrested in Sacramento, Calif. following a motor vehicle stop. A 9mm handgun with eight live rounds in the magazine and approximately 2.9 grams of suspected fentanyl that field tested positive for the presence of opiates, were found during a subsequent search of Marcos Haro’s vehicle. Marcos Haro has a criminal history including a 2016 conviction for possession of a controlled substance while armed and illegal possession of an assault weapon with a large capacity magazine, for which he was sentenced to seven years in prison.

Noel Haro pleaded guilty in March 2025 and is scheduled to be sentenced on June 5, 2025.

The charge conspiracy to distribute and to possess with intent to distribute 50 grams or more of methamphetamine and 40 grams or more of fentanyl provides for a sentence of at least 10 years and up to life in prison, at least five years and up to a lifetime of supervised release and a fine of up to $10 million. The charges of distribution of and possession with intent to distribute 50 grams or more of methamphetamine; aiding and abetting each provide for a sentence of at least 10 years and up to life in prison, at least five years and up to a lifetime of supervised release and a fine of up to $10 million. The charge of distribution of and possession with intent to distribute 40 grams or more of fentanyl; aiding and abetting provides for a sentence of at least five years and up to 40 years in prison, at least four years and up to a lifetime of supervised release and a fine of up to $5 million. 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.

This case is part of an Organized Crime Drug Enforcement Task Forces (OCDETF) operation. OCDETF identifies, disrupts, and dismantles the highest-level criminal organizations that threaten the United States using a prosecutor-led, intelligence-driven, multi-agency approach. Additional information about the OCDETF Program can be found at https://www.justice.gov/OCDETF.

United States Attorney Leah B. Foley; Jodi Cohen, Special Agent in Charge of the Federal Bureau of Investigation, Boston Division; and Department of Correction’s Commissioner Shawn Jenkins made the announcement today. Valuable assistance was provided by the California Department of Corrections and Rehabilitation, the Sacramento County Sheriff’s Department and the Federal Bureau of Investigation, Sacramento Division. Assistant U.S. Attorneys Alathea E. Porter and Charles Dell’Anno of the Narcotics & Money Laundering Unit are prosecuting the case.

MIL Security OSI –

April 1, 2025
MIL-OSI Security: Milton, Vermont Man Charged with Possession of Child Sexual Abuse Materials

Source: Office of United States Attorneys

Burlington, Vermont – The Office of the United States Attorney for the District of Vermont announced that on March 27, 2025 a federal grand jury returned an indictment charging Willard Perry, 66, of Milton, Vermont, with possession of child sexual abuse materials (CSAM), also known as child pornography.

Perry entered a plea of not guilty to the charge during an arraignment on March 28, 2025 before United States District Judge Geoffrey W. Crawford. Judge Crawford ordered that Perry be released on conditions, including that Perry provide the probation officer with a complete and current inventory of the number of media storage devices and electronic devices capable of internet access that he uses or possesses, and that he not use an internet-capable device until an Internet Use Plan is developed and approved by the Probation Officer.

According to court records, law enforcement uncovered on Perry’s computer thousands of photos and videos, most of which law enforcement believes contain child sexual abusive material, including content involving the sexual assault of prepubescent girls.

The United States Attorney’s Office emphasizes that an indictment contains allegations only and that Perry is presumed innocent until and unless proven guilty. Perry faces up to 20 years’ incarceration 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 Federal Bureau of Investigation.

The prosecutor is Assistant United States Attorney Michelle Arra. Perry is represented by Brooks G. McArthur, Esq.

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.

MIL Security OSI –

April 1, 2025
MIL-OSI: IDEX Biometrics ASA – Information about the second exercise period for warrants (Warrants B) issued in connection with the Private Placement and Subsequent Offering
Source: GlobeNewswire (MIL-OSI)

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE ANNOUNCEMENT.

Oslo, Norway – 31 March 2025 – Reference is made to the stock exchange announcements from IDEX Biometrics ASA (the “Company”) dated 17 September and 12 December 2024 regarding the exercise period for Warrants B (ticker: IDEXS), ISIN NO0013380055, issued in connection with the private placement in September 2024 and subsequent offering in December 2024.

The exercise period for Warrants B commenced today, on 31 March 2025, and ends on 11 April 2025 at 16:30 CET. Each Warrant gives the holder a right to subscribe for one new share (“New Share”) in the Company at a subscription price of NOK 0.15. All Warrants B not exercised within this period will lapse without compensation to the holder. Arctic Securities AS is acting as manager in connection with the exercise of Warrants B (the “Manager”).

Exercise procedure

Warrants are exercised through the submission of a duly completed exercise form for the Warrants (the “Exercise Form”) to the Manager at the address or email address set out in the Prospectus and the Exercise Form and payment of the aggregate subscription price for the New Shares. The Exercise Form can be found at the websites of the Company (https://www.idexbiometrics.com/investors/), and Arctic Securities AS (www.arctic.com/secno/en/offerings). By completing and submitting an Exercise Form, the holder of the relevant Warrants irrevocably undertakes to acquire a number New Shares equal to the number of Warrants exercised at the relevant exercise price.

For more information relating to the Warrants, please refer to the Prospectus approved and published by the Company on 13 November 2024.

For further information contact:

Marianne Bøe, Head of Investor Relations, +47 91800186
Kristian Flaten, CFO, +47 95092322

E-mail:ir@idexbiometrics.com

For information about the Warrants please contact the Manager: Arctic Securities AS, tel.: + 47 21 01 30 40

About IDEX Biometrics IDEX Biometrics ASA (OSE: IDEX) is a global technology leader in fingerprint biometrics, offering authentication solutions across payments, access control, and digital identity. The company’s solutions provide convenience, security, peace of mind, and seamless user experiences worldwide. Built on patented and proprietary sensor technologies, integrated circuit designs, and software, IDEX Biometrics’ biometric solutions target card-based applications for payments and digital authentication. As an industry enabler, the company partners with leading card manufacturers and technology companies to bring its solutions to market.

For more information, please visit www.idexbiometrics.com (https://www.idexbiometrics.com).

– IMPORTANT INFORMATION –

This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.

This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other than Norway, which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the “Prospectus Regulation”) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or any of the Managers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer.

In the United Kingdom, this announcement is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). This announcement are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

This announcement is made by and, and is the responsibility of, the Company. The Manager is acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.

Neither the Manager nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement. Any offering of the securities referred to in this announcement will be made by means of a prospectus.

This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus dated 13 November 2024 and stock exchange announcements published in connection with the private placement, subsequent offering and the Warrants. Copies of the Prospectus is available from the Company’s registered office and, subject to certain exceptions, on the websites of the Company (www.idexbiometrics.com), Arctic Securities AS (www.arctic.com/secno/en/offerings).

Each of the Company, the Manager and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

About this notice
This notice was published by Kristian Flaten, CFO, 31 March 2025 at 22:10 CET on behalf of IDEX Biometrics ASA. This information is subject to the disclosure requirements pursuant to the Norwegian Securities Trading Act section 5-12.

Attachment
- 250331 IDEX Biometrics ASA – Exercise form – Warrants B
The MIL Network –
April 1, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

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

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

Dorad Financial Highlights

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

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

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

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

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

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

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

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

Information Relating to Forward-Looking Statements

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

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

Dorad Energy Ltd.

Statements of Financial Position

	December 31	December 31
	2024	2023
	NIS thousands	NIS thousands
Current assets
Cash and cash equivalents	846,565	219,246
Trade receivables and accrued income	185,625	211,866
Other receivables	32,400	12,095
Total current assets	1,064,590	443,207


Restricted deposits	531,569	522,319
Long- term Prepaid expenses	79,739	30,053
Fixed assets	2,697,592	3,106,550
Intangible assets	9,688	7,653
Right of use assets	54,199	55,390
Total non-current assets	3,372,787	3,721,965

Total assets	4,437,377	4,165,172


Current maturities of loans from banks	321,805	299,203
Current maturities of lease liabilities	4,887	4,787
Current tax liabilities	14,016	–
Trade payables	168,637	166,089
Other payables	14,971	31,446
Total current liabilities	524,316	501,525


Loans from banks	1,750,457	1,995,909
Other long-term liabilities	60,987	12,943
Long-term lease liabilities	46,809	47,618
Provision for restoration and decommissioning	38,102	38,985
Deferred tax liabilities	399,282	278,095
Liabilities for employee benefits, net	160	160
Total non-current liabilities	2,295,797	2,373,710

Equity
Share capital	11	11
Share premium	642,199	642,199
Capital reserve for activities with shareholders	3,748	3,748
Retained earnings	971,306	643,979

Total equity	1,617,264	1,289,937

Total liabilities and equity	4,437,377	4,165,172

Dorad Energy Ltd.

Statements of Profit or Loss

	2024	2023	2022
	NIS thousands	NIS thousands	NIS thousands
Revenues	2,863,770	2,722,396	2,369,220

Operating costs of the power plant
Energy costs	574,572	583,112	544,118
Purchases of electricity and infrastructure services	1,372,618	1,244,646	1,088,127
Depreciation and amortization	106,266	242,104	239,115
Other operating costs	190,027	186,024	157,189

Total operating costs of the power plant	2,243,483	2,255,886	2,028,549

Profit from operating the power plant	620,287	466,510	340,671

General and administrative expenses	23,929	27,668	24,066
Other income	58	39	–

Operating profit	596,416	438,881	316,605

Financing income	184,939	45,286	52,131
Financing expenses	193,825	209,773	271,116

Financing expenses, net	8,886	164,487	218,985

Profit before taxes on income	587,530	274,394	97,620

Taxes on income	135,203	63,079	22,340

Net profit for the year	452,327	211,315	75,280

Dorad Energy Ltd.

Statements of Changes in Shareholders’ Equity

		Capital
		reserve for
		activities with
	Share	controlling	Retained
Share capital	premium	shareholders	earnings	Total
NIS thousands	NIS thousands	NIS thousands	NIS thousands	NIS thousands

For the year ended December 31, 2024

Balance as at January 1, 2024	11	642,199	3,748	643,979		1,289,937

Dividend distributed	–	–	–	(125,000	)	(125,000	)
Net profit for the year	–	–	–	452,327		452,327

Balance as at December 31, 2024	11	642,199	3,748	971,306		1,617,264

For the year ended December 31, 2023

Balance as at January 1, 2023	11	642,199	3,748	572,664		1,218,622

Dividend distributed	–	–	–	(140,000	)	(140,000	)
Net profit for the year	–	–	–	211,315		211,315

Balance as at December 31, 2023	11	642,199	3,748	643,979		1,289,937

For the year ended December 31, 2022

Balance as at January 1, 2022	11	642,199	3,748	497,384	1,143,342

Net profit for the year	–	–	–	75,280	75,280

Balance as at December 31, 2022	11	642,199	3,748	572,664	1,218,622

Dorad Energy Ltd.

Statements of Cash Flows

	2024		2023		2022
	NIS thousands		NIS thousands		NIS thousands
Cash flows from operating activities:
Profit for the year	452,327		211,315		75,280
Adjustments:
Depreciation, amortization, and diesel consumption	121,664		245,566		242,345
Taxes on income	135,203		63,079		22,340
Financing expenses, net	8,886		164,487		218,985
	265,753		473,132		483,670

Change in trade receivables and accrued income	26,241		26,715		9,991
Change in other receivables	(20,951	)	20,714		7,480
Change in trade payables	(10,361	)	(115,976	)	(127,907	)
Change in other payables	(3,481	)	2,507		4,339
Change in other long-term liabilities	(3,661	)	(4,586	)	1,695
	(12,213	)	(70,626	)	(104,402	)
Taxes on income paid	–		–		(21,795	)

Net cash from operating activities	705,867		613,821		432,753

Cash flows from investing activities:
Proceeds from settlement of financial derivatives	1,548		8,884		13,652
Decrease in long-term restricted deposits	17,500		40,887		–
Investment in fixed assets	(44,132	)	(102,082	)	(110,715	)
Proceeds from arbitration	337,905		–		–
Proceeds from insurance for damages to fixed assets	5,148		–		–
Investment in intangible assets	(4,054	)	(3,162	)	(1,810	)
Interest received	42,221		33,501		6,433
Net cash from )used in( investing activities	356,136		(21,972	)	(92,440	)

Cash flows from financing activities:
Repayment of lease liability	(4,984	)	(4,817	)	(4,726	)
Repayment of loans from banks	(284,570	)	(253,382	)	(255,705	)
Dividends paid	(142,500	)	(122,500	)	–
Interest paid	(129,957	)	(151,220	)	(159,804	)
Proceeds from arbitration	127,195		–		–

Net cash used in financing activities	(434,816	)	(531,919	)	(420,235	)

Net increase (decrease) in cash and cash equivalents	627,187		59,930		(79,922	)

Effect of exchange rate fluctuations on cash and
cash equivalents	132		7,835		29,543
Cash and cash equivalents at beginning of year	219,246		151,481		201,860

Cash and cash equivalents at end of year	846,565		219,246		151,481
(a) Significant non-cash activity

Liability for gas agreements	56,208		–		–

The MIL Network –

April 1, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

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

Fourth Quarter 2024 and Recent Operational Highlights

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

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

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

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

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

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

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

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

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

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

Full Year 2024 Financial Results

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

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

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

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

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

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

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

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

Management Commentary

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

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

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

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

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

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

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

Forward- Looking Statements

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

DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Years Ended
	December 31,
	2024			2023

REVENUES:
Technology systems	$	2,252,357		$	3,618,022
Services and consulting		5,028,528			3,853,176

Total Revenues		7,280,885			7,471,198

COST OF REVENUES:
Technology systems		2,818,078			4,352,247
Services and consulting		3,993,592			1,810,070

Total Cost of Revenues		6,811,670			6,162,317

GROSS MARGIN		469,215			1,308,881

OPERATING EXPENSES:
Sales and marketing		2,138,431			1,493,309
Research and development		1,531,390			1,812,951
General and administration		7,782,920			9,449,187

Total Operating Expenses		11,452,741			12,755,447

LOSS FROM OPERATIONS		(10,983,526	)		(11,446,566	)

OTHER INCOME (EXPENSES):
Interest expense		(286,114	)		(7,159	)
Change in fair value of warrant liabilities		245,980			0
Gain on extinguishment of warrant liabilities		379,626			0
Other income, net		(120,423	)		212,007

Total Other Income (Expenses), net		219,069			204,848

NET LOSS	$	(10,764,457	)	$	(11,241,718	)


Basic and Diluted Net Loss Per Share	$	(1.39	)	$	(1.56	)


Weighted Average Shares-Basic and Diluted		7,736,281			7,204,177

DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS


		December 31,			December 31,
		2024			2023

ASSETS
CURRENT ASSETS:
	Cash	$	6,266,296		$	2,441,842
	Accounts receivable, net		403,441			1,462,463
	Contract assets		635,774			641,947
	Inventory		605,356			1,526,165
	Prepaid expenses and other current assets		176,338			184,478
	Note Receivable, net		–			–

	Total Current Assets		8,087,205			6,256,895

	Inventory – non current		196,315			–
	Property and equipment, net		2,771,779			726,507
	Operating lease right of use asset – Office Lease		4,028,397			4,373,155
	Financing lease right of use asset – Edge Data Centers		2,019,180			–
	Security deposit		500,000			550,000

OTHER ASSETS:
	Equity Investment – Sawgrass APR Holdings LLC		7,233,000			–
	Intangible Asset, net		9,592,118			–
	Note Receivable, net		–			153,750
	Patents and trademarks, net		127,300			129,140
	Software development costs, net		403,383			652,838
	Total Other Assets		17,355,800			935,728

TOTAL ASSETS		$	34,958,677		$	12,842,285

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
	Accounts payable	$	969,822		$	595,634
	Notes payable – financing agreements		17,072			41,976
	Accrued expenses		373,251			164,113
	Operating lease obligations – Office Lease -current portion		798,556			779,087
	Financing lease obligation – Edge Data Centers – current portion		367,451			–
	Notes payable, net of discount – related parties		1,758,396			–
	Contract liabilities, current		11,805,018			1,666,243

	Total Current Liabilities		16,089,566			3,247,053

	Contract liabilities, less current portion		11,016,134			–
	Operating lease obligations – Office Lease, less current portion		3,867,042			4,228,718
	Financing lease obligation – Edge Data Centers, less current portion		1,724,604			–

	Total Liabilities		32,697,346			7,475,771

Commitments and Contingencies (Note 12)

STOCKHOLDERS’ EQUITY:
	Preferred stock: $0.001 par value, 10,000,000 authorized, 9,441,000 shares available to be designated
	Series A redeemable convertible preferred stock, $10 stated value per share,		–			–
	500,000 shares designated; 0 and 0 issued and outstanding at December 31, 2024 and December 31, 2023, respectively,
	convertible into common stock at $6.30 per share
	Series B convertible preferred stock, $1,000 stated value per share,		–			–
	15,000 shares designated; 0 and 0 issued and outstanding at December 31, 2024
	and December 31, 2023, respectively, convertible into common stock at $7 per share
	Series C convertible preferred stock, $1,000 stated value per share,		–			–
	5,000 shares designated; 0 and 0 issued
	and outstanding at December 31, 2024 and December 31, 2023, respectively,
	convertible into common stock at $5.50 per share
	Series D convertible preferred stock, $1,000 stated value per share,		1			1
	4,000 shares designated; 1,299 and 1,299 issued
	and outstanding at December 31, 2024 and December 31, 2023, respectively,
	convertible into common stock at $3.00 per share
	Series E convertible preferred stock, $1,000 stated value per share,
	30,000 shares designated; 13,500 and 11,500 issued
	and outstanding at December 31, 2024 and December 31, 2023, respectively,		14			12
	convertible into common stock at $2.61 and $3.00 per share, respectively,
	Series F convertible preferred stock, $1,000 stated value per share,
	5,000 shares designated; 0 and 0 issued
	and outstanding at December 31, 2024 and December 31, 2023, respectively,		–			–
	convertible into common stock at $6.20 per share

	Common stock: $0.001 par value; 500,000,000 shares authorized,
	8,922,576 and 7,306,663 shares issued, 8,921,252 and 7,305,339		8,921			7,306
	shares outstanding at December 31, 2024 and December 31, 2023, respectively
	Additional paid-in-capital		76,777,856			69,120,199
	Accumulated deficit		(74,368,009	)		(63,603,552	)
	Sub-total		2,418,783			5,523,966
	Less: Treasury stock (1,324 shares of common stock
	at December 31, 2024 and December 31, 2023)		(157,452	)		(157,452	)
Total Stockholders’ Equity			2,261,331			5,366,514

Total Liabilities and Stockholders’ Equity		$	34,958,677		$	12,842,285

DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended
	December 31,
	2024			2023

Cash from operating activities:
Net loss	$	(10,764,457	)	$	(11,241,718	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,161,722			550,201
Stock based compensation		108,981			710,047
Stock issued for services		165,000			143,065
Amortization of debt discount related to warrant liabilities		184,002			–
Fair value of warrant liabilities		(245,980	)		–
Gain on settlement of warrant liabilities		(379,626	)		–
Amortization of operating lease right of use asset – Office Lease		344,757			316,776
Amortization of lease right of use asset – Edge Data Centers		50,820			–
Provision for credit losses, accounts receivable		76,037			–
Provision for credit losses, note receivable		161,250			–
Write off of inventory		126,703			–
Changes in assets and liabilities:
Accounts receivable		982,985			1,955,800
Note receivable		(7,500	)		(153,750	)
Contract assets		6,173			(216,225	)
Inventory		52,700			(97,804	)
Security deposit		50,000			50,000
Prepaid expenses and other current assets		414,091			744,771
Accounts payable		374,188			(1,694,756	)
Accrued expenses		209,138			(289,209	)
Operating lease obligation – Office Lease		(342,206	)		(232,007	)
Lease obligation – Edge Data Centers		22,055			–
Contract liabilities		2,760,480			708,245

Net cash used in operating activities		(3,488,687	)		(8,746,564	)

Cash flows from investing activities:
Purchase of patents/trademarks		(9,535	)		(69,327	)
Purchase of software development		–			(527,896	)
Purchase of fixed assets		(1,831,763	)		(496,686	)

Net cash used in investing activities		(1,841,298	)		(1,093,909	)

Cash flows from financing activities:
Repayments on financing agreements		(430,855	)		(520,529	)
Repayment of finance lease		–			(22,851	)
Proceeds from notes payable, related parties		2,200,000			–
Proceeds from warrant exercises		899,521			–
Proceeds from common stock issued		3,544,689			–
Stock issuance cost		(220,183	)		(25,797	)
Proceeds from shares issued under Employee Stock Purchase Plan		166,265			230,400
Proceeds from preferred stock issued		2,995,002			11,500,000

Net cash provided by financing activities		9,154,439			11,161,223

Net increase in cash		3,824,454			1,320,750
Cash, beginning of year		2,441,842			1,121,092
Cash, end of year	$	6,266,296		$	2,441,842

Supplemental Disclosure of Cash Flow Information:
Interest paid	$	3,865		$	7,159
Taxes paid	$	20,126		$	29,085

Supplemental Non-Cash Investing and Financing Activities:
Debt discount for warrant liability	$	625,606		$	–
Notes issued for financing of insurance premiums	$	434,883		$	487,929
Transfer of inventory to fixed assets	$	545,091		$	–
Intangible asset acquired with contract liability	$	11,161,428		$	–
Equity Investment – Sawgrass APR Holdings LLC	$	7,233,000		$	–
Right of use asset and liability for Edge Data Centers	$	2,070,000		$	–

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

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

The MIL Network –

April 1, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

Fiscal Year 2024 and Recent Company Highlights:

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

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

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

Management Commentary

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

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

About AleAnna

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

Forward-Looking Statements

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

Investor Relations Contact
Bill Dirks
wkdirks@aleannagroup.com

Website
https://www.aleannainc.com/

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

	For the Year Ended December 31,
	2024			2023

Revenues	$	1,420,030		$	–

Operating expenses:
Cost of revenues	$	1,043,174		$	–
General and administrative		6,264,087			5,634,150
Depreciation		133,516			–
Accretion of asset retirement obligation		133,239			133,239
Business Combination transaction expenses		8,398,653			–
Total operating expenses		15,972,669			5,767,389

Operating loss		(14,552,639	)		(5,767,389	)

Other income (expense):
Interest and other income (expense)		1,948,281			(102,041	)
Change in fair value of derivative liability		173,177			708,869
Total other income (expense)		2,121,458			606,828
Net loss	$	(12,431,181	)	$	(5,160,561	)
Deemed dividend to Class 1 Preferred Units redemption value		(155,423,177	)		(53,219,200	)
Net loss attributable to noncontrolling interests		87,511			–
Net loss attributable to Class A Common stockholders or holders of Common Member Units	$	(167,766,847	)	$	(58,379,761	)

Other comprehensive income (loss)
Currency translation adjustment		(1,548,154	)		218,908
Comprehensive loss		(13,979,335	)		(4,941,653	)
Comprehensive loss attributable to noncontrolling interests		87,511			–
Total comprehensive loss attributable to Class A Common stockholders	$	(13,891,824	)	$	(4,941,653	)

Weighted average shares of Class A Common Stock outstanding, basic and diluted		38,286,170			31,643,646
Net loss per share of Class A Common Stock, basic and diluted	$	(4.38	)	$	(1.84	)

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

	December 31, 2024			December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$	28,330,159		$	6,759,265
Accounts receivable		1,225,297			–
Prepaid expenses and other assets		1,666,155			27,485
Total Current Assets		31,221,611			6,786,750

Non-current assets:
Natural gas and other properties, successful efforts method		33,979,014			22,480,830
Renewable natural gas properties, net of accumulated depreciation of $132,094		9,296,039			–
Value-added tax refund receivable		6,845,030			4,425,353
Operating lease right-of-use assets		1,744,897			–
Total Non-current Assets		51,864,980			26,906,183
Total Assets	$	83,086,591		$	33,692,933

LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	2,204,208		$	1,053,819
Related party payables		–			525,276
Lease liability, short-term		163,865			–
Derivative liability, at fair value		–			173,177
Total Current Liabilities		2,368,073			1,752,272

Non-current Liabilities:
Asset retirement obligation		4,375,919			4,242,680
Lease liability, long-term		1,579,443			–
Contingent consideration liability, long-term		24,994,315			26,482,682
Total Non-current Liabilities		30,949,677			30,725,362
Total Liabilities		33,317,750			32,477,634

Commitments and Contingencies (Note 6)

Temporary Equity:
Class 1 Preferred Units, no par value, 43,611 units authorized, issued and outstanding; liquidation preference $152,637,776 as of December 31, 2023		–			152,464,599

Stockholders’ and Members’ Equity:
Class A Common Stock, par value $0.0001 per share, 150,000,000 shares authorized, 40,560,433 shares issued and outstanding as of December 31, 2024		4,056			–
Class C Common Stock, par value $0.0001 per share, 70,000,000 shares authorized, 25,994,400 shares issued and outstanding as of December 31, 2024		2,599			–
Additional paid-in capital		226,722,424			–
Accumulated other comprehensive loss		(5,803,378	)		(4,859,933	)
Accumulated deficit		(191,047,953	)		(146,389,367	)
Noncontrolling interest		19,891,093			–
Total Equity (Deficit)		49,768,841			(151,249,300	)
Total Liabilities and Equity	$	83,086,591		$	33,692,933

The MIL Network –

April 1, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

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

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

Fourth Quarter 2024 Key Highlights Compared to Prior Year Period

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

Full Year 2024 Key Highlights Compared to 2023

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

Liquidity and Capital

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

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

About Binah Capital Group

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

For more, please visit: www.binahcap.com

Contact:

Binah Capital Investor Relations
ir@binahcap.com

Binah Capital Public Relations
media@binahcap.com

Non-GAAP Financial Measure

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

Forward-Looking Statements

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

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

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

Binah Capital Group Consolidated Balance Sheet


BINAH CAPITAL GROUP, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION DECEMBER 31, 2024 AND 2023

(in thousands, except share amounts)

	2024			2023
ASSETS
Assets:
Cash, cash equivalents and restricted cash	$	8,486		$	7,621
Receivables, net:
Commissions receivable		9,198			8,220
Due from clearing broker		873			631
Other		938			1,587
Property and equipment, net		599			974
Right of use assets		3,730			4,332
Intangible assets, net		1,021			1,580
Goodwill		39,839			39,839
Other assets		1,993			2,626

TOTAL ASSETS	$	66,677		$	67,410


LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities:
Accounts payable, accrued expenses and other liabilities	$	10,208		$	9,082
Commissions payable		11,468			10,676
Operating lease liabilities		3,820			4,381
Notes payable, net of unamortized debt issuance costs of $739 and $645 as of December 31, 2024 and 2023, respectively		19,561			20,822
Promissory notes-affiliates		5,442			12,177
Due to members		—			5,169

TOTAL LIABILITIES		50,499			62,307

Mezzanine Equity:
Redeemable Series A Convertible Preferred Stock, par value $0.0001, 2,000,000 shares authorized, 1,555,000 shares outstanding at December 31, 2024		14,947			—
Stockholders’ Equity and Members’ Equity:
Series B Convertible Preferred Stock, par value $0.0001, 500,000 shares authorized, 150,000 shares outstanding at December 31, 2024		1,500			—
Common stock, $0.0001 par value, 55,000,000 authorized, 16,602,460 issued and outstanding at December 31, 2024		—			—
Additional paid-in-capital		22,984			—
Accumulated deficit		(23,253	)		—
Members’ Equity attributed to Legacy BMS Management Services LLC		—			5,103
Total Stockholders’ Equity, Mezzanine Equity and Members’ Equity Attributable to BMS Management Services LLC		16,178			5,103

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY	$	66,677		$	67,410

Binah Capital Group Consolidated Statement of Operations


BINAH CAPITAL GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (in thousands, except per share amounts)

	2024			2023
Revenues:
Revenue from Contracts with Customers:
Commissions	$	139,452		$	138,191
Advisory fees		24,939			21,668
Total Revenue from Contracts with Customers		164,391			159,859
Interest and other income		4,512			8,096

Total revenues		168,903			167,955

Expenses:
Commissions and fees		136,932			136,169
Employee compensation and benefits		15,544			13,385
Rent and occupancy		1,150			1,189
Professional fees		6,971			4,709
Technology fees		1,292			2,457
Interest		4,026			5,119
Depreciation and amortization		1,019			1,216
Other		5,116			3,225

Total expenses		172,050			167,469

(Loss) income before provision for income taxes		(3,147	)		486

Provision (benefit) for income taxes		1,415			(85	)

Net (loss) income	$	(4,562	)	$	571

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

Net loss attributable to Binah Capital Group, Inc.	$	(5,292	)		—

Net loss per share basic and diluted	$	(0.32	)		—

Weighted average shares basic and diluted		16,593			—

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

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

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

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

The MIL Network –

April 1, 2025

MIL-OSI: Wrap Technologies, Inc. Reports Fourth Quarter and Full Year 2024 Results
Source: GlobeNewswire (MIL-OSI)

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

Q4 2024 Financial Results:
- Revenue increased 47%, from $0.6 million in 2023 to $0.9 million in 2024.
- Gross Profit improved by $0.7 million, rising from $(0.3) million in 2023 to $0.4million in 2024
- Total Operating Expenses decreased 21%, from $6.3million in 2023 to $5.0million in 2024
- Sales, General & Administrative (SG&A) Expenses declined 19%, from $5.8million in 2023 to $4.7million in 2024
- Net Loss from Operations improved by $10.8million, decreasing from $(18.4) million in 2023 to $(7.6) million in 2024
2024 Financial Results:
- Revenue was $4.5 million in 2024, down 27% from $6.1million in 2023.
- Cost of Revenue decreased 37%, from $3.2million in 2023 to $2.0million in 2024.
- Gross Margin increased by over 7 percentage points, rising from 47% to over 54%.
- Operating Loss improved 17%, decreasing from $(18.7) million in 2023 to $(15.6) million in 2024,
- Net Loss improved 81%, from $(30.2) million in 2023 to $(5.9) million in 2024,
Recent Operational Highlights:
- October 2024: Wrap regained compliance with Nasdaq’s continued listing requirements.
- November 2024: announced Wrap’s Go-Forward Strategy, including a new advanced manufacturing facility in Wise, Virginia, focused on innovation, job creation, and expanding Wrap’s presence in defense, education and public safety markets.
- February 2025: introduced Wrap’s Managed Safety and Response (MSR) connected ecosystem, bringing together tools, technology and training to deliver real-time, integrated public safety support.
- February 2025: acquired W1 Global, LLC, integrating former FBI, DEA, and DoD leadership into Wrap’s organization and enhancing its ability to deliver Made-in-America, end-to-end public safety and defense solutions.
- February 2025: closed a $5.8 million private placement of the Company’s securities to support the execution of its go-forward strategy.
- March 2025: expanded Wrap’s leadership in managed services with the addition of Joseph Bonavolonta, a 27-year FBI veteran, and Rob Heuchling, a 15-year FBI career, to scale the Company’s support offerings.
- March 2025: appointed Stephen M. Renna, former Executive at the Export-Import Bank of the United States, to lead Wrap’s international growth and financing strategy, strengthening its global expansion efforts.
2024 Management Commentary Summary:

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

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

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

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

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

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

Key priorities for 2025 include:
- Scaling Integrated Solutions: we expect to continue expanding beyond the BolaWrap into a full ecosystem of de-escalation tools, including training, VR simulation, and more.
- Global Growth: we are leveraging U.S. government partnerships and resources (e.g., EXIM Bank, DoD) to support our international strategy. Several late-stage international deals are in motion, and we anticipate converting those into significant revenue opportunities.
- Federal and Strategic Engagements: our recent additions to the team opens the door to U.S. federal funding programs and public safety initiatives, which we believe enables Wrap to serve as a trusted vendor for government-backed public safety efforts globally.
- Innovation: the expanded talent bench is expected to provide new capabilities in high-trust, high-security sectors. We plan to productize and monetize these capabilities through partnerships, contracts and services.
- Performance and Accountability: we are building a culture that rewards execution with compensation structures dependent upon results. We expect KPIs around product deployment, training efficacy, customer satisfaction and recurring revenue will guide our actions and investments.
We believe the public safety market is at an inflection point, and believe that Wrap is positioned to lead a new era of non-lethal policing solutions. We believe our value proposition is more relevant than ever—officers and agencies need tools that de-escalate situations without force and communities are demanding safer outcomes.

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

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

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

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

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

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

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

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

The MIL Network –
April 1, 2025
MIL-OSI: Silynxcom Ltd. Announces Proposed Public Offering of Ordinary Shares

Source: GlobeNewswire (MIL-OSI)

Netanya, Israel, March 31, 2025 (GLOBE NEWSWIRE) — Silynxcom Ltd. (NYSE American: SYNX) (“Silynxcom” or the “Company”), a manufacturer and developer of ruggedized tactical communication headset devices as well as other communication accessories, today announced that it intends to offer to sell ordinary shares in an underwritten public offering. All of the ordinary shares are to be sold by the Company. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the offering.

ThinkEquity is acting as sole book-running manager for the offering.

The Company expects to grant the underwriter a 45-day option to purchase up to an additional 15% of the number of ordinary shares sold in this offering to cover over-allotments, if any. The offering is subject to market conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

The Company intends to use the net proceeds from the offering primarily for working capital and general corporate purposes.

The securities will be offered and sold pursuant to a shelf registration statement on Form F-3 (File No. 333-285443), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2025 and declared effective on March 7, 2025. The offering will be made only by means of a written prospectus. A preliminary prospectus supplement and accompanying prospectus describing the terms of the offering has been or will be filed with the SEC on its website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may also be obtained from the offices of ThinkEquity, 17 State Street, 41^st Floor, New York, New York 10004. Before investing in this offering, interested parties should read in their entirety the preliminary prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such preliminary prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

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

About Silynxcom Ltd.
Silynxcom Ltd. develops, manufactures, markets, and sells ruggedized tactical communication headset devices as well as other communication accessories, all of which have been field-tested and combat-proven. The Company’s in-ear headset devices, or In-Ear Headsets, are used in combat, the battlefield, riot control, demonstrations, weapons training courses, and on the factory floor. The In-Ear Headsets seamlessly integrate with third party manufacturers of professional-grade ruggedized radios that are used by soldiers in combat or by police officers in leading military and law enforcements units. The Company’s In-Ear Headsets also fit tightly into the protective gear to enable users to speak and hear clearly and precisely while they are protected from the hazardous sounds of combat, riots or dangerous situations. The sleek, lightweight, In-Ear Headsets include active sound protection to eliminate unsafe sounds, while maintaining ambient environmental awareness, giving their customers 360° situational awareness. The Company works closely with its customers and seek to improve the functionality and quality of the Company’s products based on actual feedback from soldiers and police officers “in the field.” The Company sells its In-Ear Headsets and communication accessories directly to military forces, police and other law enforcement units. The Company also deals with specialized networks of local distributors in each locale in which it operates and has developed key strategic partnerships with radio equipment manufacturers.

For additional informaiton about the company please visit: https://silynxcom.com

Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws and are subject to substantial risks and uncertainties. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. For example, the Company uses forward-looking statements when it discusses: the proposed public offering of its ordinary shares and intended use of proceeds from such offering. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023 filed with the SEC on April 30, 2024, and other documents filed with or furnished to the SEC which are available on the SEC’s website, www.sec.gov. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

For Investor Relations Inquiries
ARX | Capital Market Advisors
North American Equities Desk
ir@silynxcom.com

The MIL Network –

April 1, 2025
MIL-OSI Asia-Pac: Union Home Minister and Minister of Cooperation, Shri Amit Shah says our relentless hunt against the drug trade continues

Source: Government of India

Union Home Minister and Minister of Cooperation, Shri Amit Shah says our relentless hunt against the drug trade continues

In line with the Modi government’s zero tolerance against drugs, a major narco-network busted in Delhi-NCR

NCB and Delhi Police grabbed the gang by its throat and recovered methamphetamine, MDMA, and cocaine worth ₹27.4 crore and arrested five people

I applaud NCB and Delhi Police for this major breakthrough: Home Minister

Posted On: 31 MAR 2025 4:53PM by PIB Delhi

Union Home Minister and Minister of Cooperation, Shri Amit Shah said that our relentless hunt against the drug trade continues.

In his post on ‘X’ platform Home Minister said “In line with the Modi government’s zero tolerance against drugs, a major narco-network was busted in Delhi-NCR. The NCB and Delhi Police grabbed the gang by its throat and recovered methamphetamine, MDMA, and cocaine worth ₹27.4 crore and arrested five people. I applaud NCB and Delhi Police for this major breakthrough”.

Our relentless hunt against the drug trade continues.

In line with the Modi government’s zero tolerance against drugs, a major narco-network was busted in Delhi-NCR. The NCB and Delhi Police grabbed the gang by its throat and recovered methamphetamine, MDMA, and cocaine worth…

— Amit Shah (@AmitShah) March 31, 2025

Detail of the operation

On receipt of an input about an imminent exchange of high-quality Methamphetamine in Chhatarpur area of Delhi a joint team of Narcotics Control Bureau (NCB) and Special cell of the Delhi Police mounted surveillance on the suspects leading to interception of a vehicle carrying 5.103 kilograms of High-quality Crystal Methamphetamine valued at Rs. 10.2 crore (appx.). Five occupants of the vehicle including four African Nationals belonging to influential family of Nigeria have been arrested.

Sustained on-the-spot, interrogation and technical backtracking revealed that this contraband was sourced from an African Kitchen in the Tilak Nagar area of West Delhi. Search at this kitchen led to recovery of 1.156 kilograms Crystal Methamphetamine, 4.142 kilograms Afghan Heroine and 5.776 kilograms MDMA (Ecstasy pills) valued at Rs 16.4 crore (appx.). Further, a follow-up search at a rented apartment at Greater Noida led to a recovery of 389 grams of Afghan Heroin and 26 grams of cocaine.

Investigation revealed about involvement of this syndicate in facilitating African Youth peddling drugs and narcotics, in getting student visas for study at major private universities of National Capital Region (NCR) as well as Punjab. For some of the students, the visa was only a cover for their stay in India where as they were involved in supplying drugs and Crypto conversions. Further, investigations to identify the backward and forward linkages of this drug syndicate is underway.

The seizure exemplifies the NCB’s commitment to successfully dismantle drug networks. To fight against drug trafficking, NCB seeks support of the citizens. Any person can share information related to sale of narcotics by calling on MANAS- National Narcotics Helpline Toll Free Number-1933.

*****

RK/VV/ASH/PS

(Release ID: 2117032) Visitor Counter : 458

MIL OSI Asia Pacific News –

April 1, 2025

MIL-OSI Asia-Pac: Financial results for 11 months ended February 28, 2025

Source: Hong Kong Government special administrative region

The Government announced today (March 31) its financial results for the 11 months ended February 28, 2025.

Expenditure and revenue from April 2024 to February 2025 amounted to HK$670.3 billion and HK$475.7 billion respectively, resulting in a deficit of HK$92.3 billion after taking into account HK$124.3 billion received from issuance of Government Bonds and repayment of HK$22 billion principal on Government Bonds.

The fiscal reserves stood at HK$642.3 billion as at February 28, 2025.

Detailed figures are shown in Tables 1 and 2.

TABLE 1. CONSOLIDATED ACCOUNT (Note 1)

	Month ended February 28, 2025 HK$ million	11 months ended February 28, 2025 HK$ million
Revenue	34,681.8	475,731.0
Expenditure	(73,142.6)	(670,328.6)

Deficit before issuance and repayment of Government Bonds	(38,460.8)	(194,597.6)

Proceeds received from issuance of Government Bonds	6,125.4	124,269.5

Repayment of Government Bonds*	(46.4)	(21,953.7)

Deficit after issuance and repayment of Government Bonds	(32,381.8)	(92,281.8)

Financing
Domestic
Banking Sector (Note 2)	32,004.1	89,515.2
Non-Banking Sector	377.7	2,766.6
External	–	–

Total	32,381.8	92,281.8
* Being repayment of principal on Government Bonds and does not include the associated interest and other expenses.

Government Debts as at February 28, 2025 (Note 3)
HK$291,839 million
Debts Guaranteed by Government as at February 28, 2025 (Note 4)
HK$128,207 million

TABLE 2. FISCAL RESERVES

	Month ended February 28, 2025 HK$ million	11 months ended February 28, 2025 HK$ million
Fiscal Reserves at start of period	674,685.4	734,585.4
Consolidated Deficit after issuance and repayment of Government Bonds	(32,381.8)	(92,281.8)

Fiscal Reserves at end of period (Note 5)	642,303.6	642,303.6

Notes:

1. This Account consolidates the General Revenue Account and the following eight Funds: Capital Works Reserve Fund, Capital Investment Fund, Civil Service Pension Reserve Fund, Disaster Relief Fund, Innovation and Technology Fund, Land Fund, Loan Fund and Lotteries Fund. It excludes the Bond Fund, the balance of which is not part of the fiscal reserves. The Bond Fund balance as at February 28, 2025, was HK$226,359 million.

2. Includes transactions with the Exchange Fund and resident banks.

3. The Government Debts, with proceeds credited to the Capital Works Reserve Fund, comprise:

(i) the Green Bonds (equivalent to HK$192,627 million as at February 28, 2025) issued under the Government Sustainable Bond Programme. They were denominated in US dollars (US$9,950 million with maturity from January 2026 to January 2053), euros (4,580 million euros with maturity from February 2026 to November 2041), Renminbi (RMB34,000 million with maturity from June 2025 to July 2054) and Hong Kong dollars (HK$42,000 million with maturity from May 2025 to October 2026);

(ii) the Infrastructure Bonds (equivalent to HK$44,381 million as at February 28, 2025) issued under the Infrastructure Bond Programme. They were denominated in Renminbi (RMB10,000 million with maturity from December 2025 to November 2034) and Hong Kong dollars (HK$33,730 million with maturity from November 2025 to December 2039); and

(iii) the Silver Bonds with nominal value of HK$54,831 million (with maturity in October 2027 and may be redeemed before maturity upon request from bond holders) issued under the Infrastructure Bond Programme.

They do not include the outstanding bonds with nominal value of HK$176,454 million and alternative bonds with nominal value of US$1,000 million (equivalent to HK$7,777 million as at February 28, 2025) issued under the Government Bond Programme with proceeds credited to the Bond Fund. Of these bonds under the Government Bond Programme (including Silver Bonds with nominal value of HK$96,454 million, which may be redeemed before maturity upon request from bond holders), bonds with nominal value of HK$75,148 million will mature within the period from March 2025 to February 2026 and the rest within the period from March 2026 to May 2042.

4. Includes guarantees provided under the SME Loan Guarantee Scheme launched in 2001, the Special Loan Guarantee Scheme launched in 2008, the SME Financing Guarantee Scheme launched in 2012, and the Loan Guarantee Scheme for Cross-boundary Passenger Transport Trade, the Loan Guarantee Scheme for Battery Electric Taxis and the Loan Guarantee Scheme for Travel Sector launched in 2023.

5. Includes HK$249,768 million, being the balance of the Land Fund held in the name of “Future Fund”, for long-term investments up to December 31, 2030. The Future Fund also includes HK$4,800 million, being one-third of the actual surplus in 2015-16 as top-up.

MIL OSI Asia Pacific News –

April 1, 2025

MIL-OSI: Red Cat Holdings Reports Financial Results for the 2024 Transition Period (as of December 31, 2024 and the eight months then ended) and Provides Corporate Update

Source: GlobeNewswire (MIL-OSI)

SAN JUAN, Puerto Rico, March 31, 2025 (GLOBE NEWSWIRE) — Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat” or “Company”), a drone technology company integrating robotic hardware and software for military, government, and commercial operations, reports its financial results for the 2024 Transition Period (as of December 31, 2024 and the eight months then ended) and provides a corporate update.

Recent Operational Highlights:

Black Widow selected as the sole winner and provider of the U.S. Army’s Short Range Reconnaissance (SRR) Program of Record.
Closed the acquisition of FlightWave Aerospace Systems Corporation. The acquisition officially brings the Edge 130, FlightWave’s Blue UAS approved military-grade tri-copter, into Red Cat’s Family of Systems.
Partnered with Palantir to integrate Visual Navigation software (VNav) into Red Cat’s Black Widow drones. This collaboration will transform autonomous sUAS operations for modern warfare by utilizing Palantir’s Visual Navigation in GPS denied environments.
Partnered with Palantir to deploy Warp Speed, Palantir’s manufacturing OS. This collaboration will transform our supply and manufacturing operations with Palantir’s AI enabled monitoring, process flow enhancement and comprehensive data analysis. Palantir’s Warp Speed will optimize Red Cat’s production and streamline its supply chain, change management, and quality assurance, ultimately reducing costs and improving margins.
Announced that the Black Widow drone and FlightWave Edge 130 were included on the list of 23 platforms and 14 unique components and capabilities selected as winners of the Blue UAS Refresh. The platforms will undergo National Defense Authorization Act (NDAA) verification and cyber security review with the ultimate goal of joining the Blue UAS List.
Introduced our Black Widow™ short-range reconnaissance drone and Edge 130 Tricopter to the Middle East market at the International Defense Exhibition and Conference in Abu Dhabi, UAE, Feb 17-21 2025.
Will be introducing Black Widow™ and Edge 130 drones to the Latin American market at LAAD 2025 in Rio De Janeiro, Brazil in April 2025.
Introduced Black Widow™ to the Asia Pacific Market at the AISSE conference in Putrajaya, Malaysia in January 2025.
Expanded our Red Cat Futures Industry Consortium to include Palantir and Palladyne to boost AI capabilities in contested environments, including visual navigation.

2024 Transition Period (as of December 31, 2024 and the eight months then ended) Financial Highlights:

Transition period revenue of $4.9 million
Ended the period with cash and accounts receivable of $9.6 million
Closed an additional $6 million financing since prior quarter end
Guidance of $80-$120 million for calendar year 2025 , which consists of:
- $25 million in Non-SRR Black Widow sales
- $25 million in Edge 130 sales
- $5 million in Fang FPV sales
- $25 to $65 million in SRR-related Black Widow sales

“Red Cat’s partnerships and global expansion strategy is already yielding strong results. Over the past few months, we’ve introduced the Black Widow and Edge 130 drones to key international markets, including the Middle East, Asia Pacific, and soon Latin America,” said Jeff Thompson, Red Cat CEO. “This momentum underscores growing global interest in our Family of Systems. The ongoing development of Black Widow for the U.S. Army’s SRR Program of Record, bolstered by AI partners like Palantir and Palladyne, we’re not only meeting immediate defense needs—we’re ensuring our warfighters and allies are well equipped for rapidly-evolving battlefield.”

“Our financial position remains solid as we scale to meet increased demand,” added Thompson. “With over $9 million in cash and receivables and the recently secured debt financing of $15 million, we’ve significantly strengthened our capital position heading into a pivotal year. This infusion of non-dilutive capital allows us to aggressively scale production, and meet accelerating demand tied to the U.S. Army’s SRR program and international opportunities. Combined with our strong cash balance and operational discipline, we are confident in our ability to support 2025 revenue guidance and deliver long-term shareholder value.”

Conference Call Today

CEO Jeff Thompson will host an earnings conference call at 4:30 p.m. ET on Monday, March 31, 2025 to review financial results and provide an update on corporate developments. Following management’s formal remarks, there will be a question-and-answer session.

Interested parties can attend the conference call through a live webcast that can be accessed at:
https://event.choruscall.com/mediaframe/webcast.html?webcastid=kOCu4DoZ.

About Red Cat Holdings, Inc.
Red Cat (Nasdaq: RCAT) is a drone technology company integrating robotic hardware and software for military, government, and commercial operations. Through two wholly owned subsidiaries, Teal Drones and FlightWave Aerospace, Red Cat has developed a leading-edge Family of Systems. This includes the flagship Black Widow™, a small unmanned ISR system that was awarded the U.S. Army’s Short Range Reconnaissance (SRR) Program of Record contract. The Family of Systems also includes TRICHON™, a fixed wing VTOL for extended endurance and range, and FANG™, the industry’s first line of NDAA compliant FPV drones optimized for military operations with precision strike capabilities. Learn more at www.redcat.red.

Forward Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Red Cat Holdings, Inc.’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the Form 10-K filed with the Securities and Exchange Commission on July 27, 2023. Forward-looking statements contained in this announcement are made as of this date, and Red Cat Holdings, Inc. undertakes no duty to update such information except as required under applicable law.

Contact:

INVESTORS:
E-mail: Investors@redcat.red

NEWS MEDIA:
Phone: (347) 880-2895
Email: peter@indicatemedia.com


RED CAT HOLDINGS
Condensed Consolidated Balance Sheets

		December 31,			April 30,
		2024			2024
ASSETS

Cash	$	9,154,297		$	6,067,169
Accounts receivable, net		489,316			4,361,090
Inventory, including deposits		13,592,900			8,610,125
Intangible assets including goodwill, net		26,124,133			12,882,939
Equity method investee		—			5,142,500
Note receivable		—			4,000,000
Other		6,243,621			7,473,789

TOTAL ASSETS	$	55,604,267		$	48,537,612

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable and accrued expenses	$	3,517,118		$	2,703,922
Debt obligations		350,000			751,570
Operating lease liabilities		1,617,596			1,517,590
Total liabilities		5,484,714			4,973,082

Stockholders’ capital		174,864,256			124,690,641
Accumulated deficit/comprehensive loss		(124,744,703	)		(81,126,111	)
Total stockholders’ equity		50,119,553			43,564,530
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	55,604,267		$	48,537,612


Condensed Consolidated Statements of Operations

	For the Eight Months Ended December 31, 2024			For the Year Ended April 30, 2024
Revenues	$	4,850,304		$	17,836,382

Cost of goods sold		6,206,378			14,155,836

Gross (loss) profit		(1,356,074	)		3,680,546

Operating Expenses
Research and development		6,610,980			6,266,129
Sales and marketing		6,321,763			5,086,600
General and administrative		11,459,442			11,214,154
Impairment loss		93,050			412,999
Total operating expenses		24,485,235			22,979,882
Operating loss		(25,841,309	)		(19,299,336	)

Other expense		17,772,662			2,227,360

Net loss from continuing operations		(43,613,971	)		(21,526,696	)

Loss from discontinued operations		—			(2,525,933	)
Net loss	$	(43,613,971	)	$	(24,052,629	)

Loss per share – basic and diluted	$	(0.57	)	$	(0.40	)

Weighted average shares outstanding – basic and diluted		77,039,869			60,118,675

Condensed Consolidated Statements of Cash Flows

	For the Eight Months Ended December 31, 2024			For the Year Ended April 30, 2024
Cash Flows from Operating Activities
Net loss from continuing operations	$	(43,613,971	)	$	(21,526,696	)
Non-cash expenses		22,633,786			8,479,195
Changes in operating assets and liabilities		444,208			(4,672,816	)
Net cash used in operating activities		(20,535,977	)		(17,720,317	)

Cash Flows from Investing Activities
Proceeds from sale of marketable securities		—			12,826,217
Proceeds from sale of equity method investment and note receivable		4,400,000			—
Other		(163,555	)		740,861
Net cash provided by investing activities		4,236,445			13,567,078

Cash Flows from Financing Activities
Proceeds from issuance of convertible notes payable, net		13,456,000			—
Payments of debt obligations, net		(394,606	)		(572,137	)
Proceeds from exercise of stock options		1,350,267			2,655
Proceeds from exercise of warrants		4,974,999			—
Proceeds from issuance of common stock, net		—			8,404,812
Net cash provided by financing activities		19,386,660			7,835,330

Net cash used in discontinued operations		—			(875,227	)

Net increase in Cash		3,087,128			2,806,864
Cash, beginning of period		6,067,169			3,260,305
Cash, end of period	$	9,154,297		$	6,067,169

The MIL Network –

April 1, 2025

MIL-OSI: Bank OZK Announces Date for First Quarter 2025 Earnings Release and Conference Call

Source: GlobeNewswire (MIL-OSI)

LITTLE ROCK, Ark., March 31, 2025 (GLOBE NEWSWIRE) — Bank OZK (the “Bank”) (Nasdaq: OZK) expects to report its first quarter 2025 earnings after the market closes on Wednesday, April 16, 2025. Management’s comments on the first quarter of 2025 will be released simultaneously with the earnings press release and will be available on the Bank’s investor relations website.

Management will conduct a conference call to take questions at 7:30 a.m. CT (8:30 a.m. ET) on Thursday, April 17, 2025. Interested parties may access the conference call live via webcast on the Bank’s investor relations website at https://ir.ozk.com/news/event-calendar, or may participate via telephone by registering using this online form. Upon registration, all telephone participants will receive the dial-in number along with a unique PIN number that can be used to access the call. A replay of the conference call webcast will be archived on the Bank’s website for at least 30 days.

GENERAL INFORMATION
Bank OZK (Nasdaq: OZK) is a regional bank providing innovative financial solutions delivered by expert bankers with a relentless pursuit of excellence. Established in 1903, Bank OZK conducts banking operations in more than 240 offices in nine states including Arkansas, Georgia, Florida, North Carolina, Texas, Tennessee, New York, California and Mississippi and had $38.26 billion in total assets as of December 31, 2024. For more information, visit www.ozk.com.

The Bank files annual, quarterly and current reports, proxy materials, and other information required by the Securities Exchange Act of 1934 with the Federal Deposit Insurance Corporation (“FDIC”), copies of which are available electronically at the FDIC’s website at https://efr.fdic.gov/fcxweb/efr/index.html and are also available on the Bank’s investor relations website at ir.ozk.com. To receive automated email alerts for these materials please visit https://ir.ozk.com/other/email-alerts to sign up.

Investor Relations Contact: Jay Staley (501) 906-7842

Media Contact: Michelle Rossow (501) 906-3922

The MIL Network –

April 1, 2025

MIL-OSI: Helport AI Reports First Half Fiscal Year 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

First Half Fiscal Year 2025 Revenue up 13.1% to $16.4 Million Period over Period

Accelerating Enterprise AI Adoption Fuels Market Expansion, Unlocking New Opportunities in AI-Powered Customer Engagement

Management to Host Conference Call Today, March 31, 2025 at 4:30 PM ET

SINGAPORE and SAN DIEGO, March 31, 2025 (GLOBE NEWSWIRE) — Helport AI Limited (NASDAQ: HPAI) (“Helport AI” or the “Company”), an AI technology company serving enterprise clients with intelligent customer communication software and services, today announced financial results for the six months ended December 31, 2024.

First Half Fiscal Year 2025 Highlights

Average monthly subscribed seats were 6,469 for the six months ended December 31, 2024, representing an increase of 29.1% from 5,011 in the same period of 2023.
Revenue for the six months ended December 31, 2024, was $16.4 million, representing an increase of 13.1% from $14.5 million in the six months ended December 31, 2023, driven by increased enterprise adoption of AI-driven solutions.
Gross profit for the first half of fiscal year 2025 was $9.0 million, representing a decrease of 7.7% from $9.7 million in the first half of fiscal year 2024, as a result of continued investment in AI infrastructure and product innovation.
Net income was $1.1 million in the first half of fiscal year 2025, compared to $6.2 million in the first half of fiscal year 2024, representing a decrease of 82.9%, as a result of our increased investments in R&D, public company regulatory compliance costs, and global expansion expenses.
Net cash provided by operating activities was $3.9 million for the six months ended December 31, 2024, supporting business expansion and strategic initiatives.
As of December 31, 2024, there were 37,132,968 ordinary shares and 18,845,000 warrants issued and outstanding.

Subsequent Operational Milestones

As of December 2024, Helport AI Assist software is officially approved and available on Google Cloud Marketplace, allowing businesses across sectors to access Helport’s AI-driven software.
Successful rollout of partnership with Google by delivering AI-driven software and services to one of its US west coast government accounts. First phase completed with further collaboration underway.
In December 2024, Helport AI formed a strategic partnership with a US wholesale mortgage lender to offer Helport AI Assist software to its network of over 100,000 loan officers nationwide.
Opened new office in the Philippines in January 2025, establishing a ‘Global Center of Excellence’ to drive artificial intelligence operations and service offerings in the business process outsourcing (BPO) industry. In less than three months, headcount has grown to more than 100 workers, reflecting strong demand from customers in the region.
Appointed Amy Fong as President, Director, and Interim Chief Financial Officer, bringing over 25 years of experience as a seasoned professional across multiple industries, including banking, private equity, management consulting, and the not-for-profit sector.
Progress in the debt collection space since January 2025, having secured partnerships with three consumer financing companies in Southeast Asia, two of which are publicly listed in the U.S.
Since February 2025, the Company has signed partnerships with seven U.S. insurance agencies to pilot Helport AI Assist software.
Company to host “Investor/Analyst Day” at its North America HQ in San Diego in Q2 of 2025.

Outlook for Second Half Fiscal Year 2025 & Beyond:

Revenue Growth: Accelerating revenue materialization from a robust pipeline of customers in our core sectors of insurance, mortgage sales, BPO call centers, consumer financing, and government services. Driving further expansion in the U.S. and Southeast Asia through enterprise partnerships and focused execution in these core industries.
Profitability & Cost Optimization: Improving AI training efficiency and cloud infrastructure to enhance margins over time.
AI+BPO Monetization: Expanding in-house AI + human service delivery model to facilitate new customer acquisition and rapid proof of concept. Leveraging this software plus service offering to efficiently scale user base and revenue generation across global markets.
Continued R&D Innovation: Investing in AI capabilities, including voice cloning, multilingual automation, and industry-specific integrations.

Management Commentary

“The first half of fiscal year 2025 delivered revenue growth of 13.1%, which was driven by continued enterprise adoption of AI-powered software, technology improvements, and the scaling of our international sales and operations teams,” said Guanghai Li, Chief Executive Officer of Helport AI. “During this time, we made significant investments in product development, cloud infrastructure, and international expansion, which temporarily impacted gross margins and profitability. However, we believe that these investments are essential to scaling our platform and expanding into new markets, and we maintained profitability despite these investments. Moreover, we have seen our enterprise customers increasingly leverage our AI-powered BPO solutions to drive cost efficiencies and improve customer engagement, helping differentiate ourselves as a market leader in the AI-driven customer contact space.”

“On the technology front, our products are now comprehensively integrated with large language models (LLMs), which has been shown to enhance their ability to digest raw, unstructured information and provide smart, domain-specific applications for our growing customer base. We have also built new industry-specific knowledge bases, achieving major milestones for the Company across key sectors. Demonstrating this ability to penetrate new industries where we see vast growth potential, we have partnered with U.S.-based LendSure Mortgage Corp. (“LendSure”), a wholesale lender with a network of over 100,000 loan officers, as well as with seven insurance agencies across multiple US states. These scalable seeds represent early traction across multiple industry sectors, each of which represents significant market opportunities.”

“Operationally, we continued to make strategic investments in our team and infrastructure to strengthen and expand our capabilities and global reach. We have established offices in the Philippines and the U.S. and are in the process of opening additional offices in North America and Southeast Asia to execute on both existing and potential demand in these regions. We also welcomed Amy Fong as President, Director, and Interim CFO. Amy is a seasoned executive who is now overseeing our finance functions, leading strategy across capital markets, partner and customer development, and global operations.”

“Looking ahead to the second half of fiscal year 2025, we are building on our foundation and doubling down on strategic initiatives to accelerate revenue growth and enhance profitability. We are deepening penetration in what we anticipate will be high-growth markets, specifically North America and Southeast Asia. As demonstrated with our recent customer acquisitions across mortgage, insurance, and debt collection, we are tailoring our AI-powered solutions for industry-specific needs, aiming to expand adoption among BPOs, financial services, and public sector industries. We are driving monetization and acceleration of our AI+BPO offering, which has seen noteworthy demand in new segments such as consumer financing, which we expect will allow us to capture greater market share in AI-driven customer engagement solutions.”

“We will continue to prioritize R&D investments and building next-generation AI products that further differentiate Helport AI in the market. We are also focusing on cost efficiencies, including optimizing AI training costs and cloud infrastructure, and improving unit economics per deployment, to strengthen profitability and deliver long-term value to our shareholders,” concluded Li.

Financial Review for the Six Months Ended December 31, 2024 and 2023

Revenue

During the six months ended December 31, 2024 and 2023, all of our revenue was derived from AI services. Revenue increased by approximately US$1.9 million, or 13.1%, from US$14.5 million for the six months ended December 31, 2023 to US$16.4 million for the six months ended December 31, 2024. The increase was primarily attributable to the average monthly subscribed seats, which grew from 5,011 for the six months ended December 31, 2023 to 6,469 for the six months ended December 31, 2024. The growth was driven by (i) our efforts in continuous optimization and development in our service offerings and software platform, (ii) our abilities to improve overall cost performance for customers in their business management process, and (iii) the growing demand for AI software in the professional technology services market. During the first half of FY2025, the Company entered the U.S. market and secured several customers, demonstrating initial business traction and expansion potential.

Cost of Revenue

Cost of revenue primarily consists of amortization of software, payments to a third-party service provider for outsourced operations, as well as cloud infrastructure costs. Cost of revenue related to AI services increased by approximately US$2.6 million, or 55.2%, from US$4.8 million for the six months ended December 31, 2023 to US$7.4 million for the six months ended December 31, 2024, mainly due to the corresponding rise in outsourced operation costs as revenue increased. The growth rate of cost of revenue is proportionally higher than that of revenue, primarily due to investments required to serve new markets and customers. These investments enable us to enhance our product and service offerings with differentiated, competitive technology—particularly through the development of industry-specific application scenarios. These tailored solutions are essential for entering new sectors such as insurance, mortgage sales, and government services, as well as for localizing our platform to meet the regulatory and operational demands of new geographic regions like North America and Southeast Asia.

Gross Profit

As a result of the foregoing, we recorded gross profit of US$9.0 million and US$9.7 million for the six months ended December 31, 2024 and 2023, respectively. This reduction of gross profit margin from 67.0% to 54.6% is the result of the aforementioned elevated amortization costs from software R&D, increased outsourcing operation fees, and expanded cloud infrastructure, which we believe are necessary for our future growth and profitability.

Selling and Marketing Expenses

Our selling and marketing expenses increased by 953.0% from US$50,214 for the six months ended December 31, 2023 to US$528,746 for the six months ended December 31, 2024, which was mainly due to (i) the increase of payroll expenses of US$303,050, primarily driven by the establishment and ramp-up of dedicated sales and marketing teams in our U.S. subsidiary; and (ii) the increase of share-based compensation expense of US$121,800, resulting from share grants under the Company’s 2024 Equity Incentive Plan. The U.S. team expansion is part of our broader international growth strategy, aimed at strengthening our presence in North America—a key strategic market. As part of this effort, we significantly expanded our U.S. office presence, increasing headcount to support go-to-market execution, client onboarding, business development, and marketing in the region. In February 2024, we established the U.S. team, and by December 2024, it had expanded to twenty-two staff, among whom eight were engaged in selling and marketing activities.

General and Administrative Expenses

Our general and administrative expenses increased by 125.2% from US$2.0 million for the six months ended December 31, 2023 to US$4.6 million for the six months ended December 31, 2024, which was primarily attributable to: (i) an increase of US$1.5 million in professional service fees such as advisory fees, audit fees and legal fees for overseas listing; (ii) an increase of US$0.4 million in insurance expenses; (iii) an increase of US$0.2 million in payroll expenses resulting from the expansion of the management team’s headcount; and (iv) an increase of US$0.2 million in withholding tax incurred from 10% withholding tax on AI services provided to our customers in China.

Research and Development Expenses

Our research and development expenses increased by US$1.3 million from US$78.8 thousand for the six months ended December 31, 2023 to US$1.4 million for the six months ended December 31, 2024. The increase was attributable to an additional US$0.8 million in AI training service fees and US$0.3 million in product development fees incurred during the six months ended December 31, 2024, allowing us to better differentiate and diversify our product and services offerings with competitive technologies, especially as they relate to the development of industry-specific application scenarios.

Financial Expenses, net

Our financial expenses, net increased from US$19,162 for the six months ended December 31, 2023 to US$312,437 for the six months ended December 31, 2024, primarily due to an increase in foreign exchange loss of US$266,669 and the increase in interest expenses accrued for convertible promissory notes and the loan from a third party of US$22,139.

Income Tax Expenses

As a result of our operating income position for the six months ended December 31, 2024 and 2023, we incurred income tax expenses of US$0.7 million and US$1.3 million for the six months ended December 31, 2024 and 2023, respectively.

Net Income

As a result of the foregoing, our net income decreased by US$5.1 million, or 82.9%, from US$6.2 million for the six months ended December 31, 2023 to US$1.1 million for the six months ended December 31, 2024. The decrease in net income was mainly due to a US$2.6 million increase in general and administrative expenses, a US$1.4 million increase in research and development expenses, and a US$0.7 million decrease in gross profit.

Liquidity and Capital Resources

Cash was $0.9 million as of December 31, 2024, as compared to $0.1 million on December 31, 2023. We had a positive working capital of $7.6 million and $10.6 million as of December 31, 2024 and June 30, 2024, respectively. Our liquidity is based on our ability to enhance our operating cash flow position and obtain financing from equity and debt investors to fund our general operations and capital expenditure. Our ability to further enhance our liquidity depends on management’s ability to execute our business plan successfully, which includes optimizing accounts receivable collection and striking a balance between revenue growth and investments in R&D activities.

Use of Non-GAAP Financial Measures

We consider adjusted net income, a non-GAAP financial measure, as a supplemental measure to review and assess our operating performance. We define adjusted net income for a specific period as net income in the same period excluding share-based compensation expenses and changes in fair value of warrant liabilities.

We present this non-GAAP financial measure because it is used by our management to evaluate our operating performance and formulate business plans. Accordingly, we believe that adjusted net income helps identify underlying trends in our business that could otherwise be distorted by the effect of certain expenses that are included in net income and certain expenses that are not expected to result in future cash payments or that are non-recurring in nature. We also believe that the use of the non-GAAP financial measure facilitates investors’ assessment of our operating performance, enhances the overall understanding of our past performance and future prospects and allows for greater visibility with respect to key metrics used by our management in its financial and operational decision making.

The non-GAAP financial measure should not be considered in isolation from or construed as an alternative to its most directly comparable financial measure prepared in accordance with GAAP. Investors are encouraged to review the historical non-GAAP financial measure in reconciliation to its most directly comparable GAAP financial measure. As the non-GAAP financial measure has material limitations as an analytical metric and may not be calculated in the same manner by all companies, such measure may not be comparable to other similarly titled measure used by other companies. In light of the foregoing limitations, you should not consider the non-GAAP financial measure as a substitute for, or superior to, its most directly comparable financial measure prepared in accordance with GAAP. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.

The following table reconciles our adjusted net income for the periods indicated to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, which is net income.

	For the six months ended December 31,
	2024		2023
Net income	$	1,066,894	$	6,243,606
Add:
Share-based compensation expenses		223,933		–
Change in fair value of warrant liabilities		336,136		–
Total	$	1,626,963	$	6,243,606

First Half Fiscal Year 2025 Financial Results Conference Call

Guanghai Li, Chief Executive Officer, and Amy Fong, President and Interim Chief Financial Officer, 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:

Date:	Monday, March 31, 2025
Time:	4:30 p.m. Eastern Time, 1:30 p.m. Pacific Time
Toll-free dial-in number:	1-800-274-8461
International dial-in number:	1-203-518-9814
Conference ID (Required for Entry):	HELPORT

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact MZ Group at 1-949-491-8235.

The conference call will be broadcast live and available for replay at https://viavid.webcasts.com/starthere.jsp?ei=1712485&tp_key=f52524cadf and via the investor relations section of the Company’s website here.

A replay of the webcast will be available after 9:30 p.m. Eastern Time through July 1, 2025.

Toll-free replay number:	1-844-512-2921
International replay number:	1-412-317-6671
Replay ID:	11158521

About Helport AI Limited

We are a global AI technology company serving enterprise clients with intelligent customer communication software and services. Our proprietary software offering, Helport AI Assist (“AI Assist”), is a real-time, AI-driven “co-pilot” providing intelligent guidance for customer contact professionals across business settings. In addition, we provide AI+BPO (Business Process Outsourcing) services to facilitate customer engagement, helping clients grow sales, improve customer service, and reduce operational costs.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements, including, but not limited to, HPAI’s business plan and outlook. These forward-looking statements involve known and unknown risks and uncertainties and are based on HPAI’s current expectations and projections about future events that HPAI believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions, although not all forward-looking statements contain these identifying words. HPAI 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 HPAI believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and HPAI 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 HPAI’s registration statement and other filings with the U.S. Securities and Exchange Commission.

For more information, please contact:

Helport AI Investor Relations:
Website: https://ir.helport.ai
Email: ir@helport.ai

External Investor Relations Contact:
Chris Tyson
Executive Vice President
MZ North America
Direct: 949-491-8235
HPAI@mzgroup.us
www.mzgroup.us

HELPORT AI LIMITED CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in and U.S. dollars (“US$”), except share data)

	As of December 31,		As of June 30,
	2024		2024
	(unaudited)
Cash	$	852,463	$	2,581,086
Accounts receivable		22,016,884		21,313,735
Deferred offering costs		–		817,871
Prepaid expenses and other receivables		2,027,167		41,966
Total current assets		24,896,514		24,754,658

Intangible assets, net		8,592,817		2,425,694
Right-of-use assets, net		762,644		–
Total non-current asset		9,355,461		2,425,694
Total assets	$	34,251,975	$	27,180,352

Accounts payable	$	3,280,565	$	284,067
Income tax payable		2,508,021		2,724,998
Amount due to related parties		536,538		965,776
Convertible promissory notes		–		4,889,074
Warrant liabilities		4,782,915		–
Accrued expenses and other liabilities		5,684,775		5,263,239
Lease liabilities, current		110,832		–
Deferred tax liabilities		332,626		–
Total current liabilities		17,236,272		14,127,154

Lease liabilities, non-current		687,093		–
Total non-current liabilities		687,093		–
Total liabilities		17,923,365		14,127,154

Commitments and contingencies

Ordinary shares (US$0.0001 par value per share; 500,000,000 authorized as of December 31, 2024 and June 30, 2024, respectively; 37,132,968 and 30,280,768 issued and outstanding as of December 31, 2024 and June 30, 2024, respectively)*		3,713		3,028
Additional paid-in capital*		2,212,361		4,528
Retained earnings		14,112,536		13,045,642
Shareholders’ equity		16,328,610		13,053,198
Total liabilities and shareholders’ equity	$	34,251,975	$	27,180,352

*Par value of ordinary shares, additional paid-in capital and share data have been retroactively restated to give effect to the reverse recapitalization that is discussed in Note 1 to the unaudited condensed consolidated financial statements.

HELPORT AI LIMITED UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Amounts in and U.S. dollars (“US$”), except share data)

	For the six months ended December 31,
	2024			2023
	(unaudited)			(unaudited)
Revenue	$	16,406,402		$	14,506,363
Cost of revenue		(7,440,338	)		(4,793,021	)
Gross profit		8,966,064			9,713,342

Selling expenses		(528,746	)		(50,214	)
General and administrative expenses		(4,598,484	)		(2,042,289	)
Research and development expenses		(1,448,115	)		(78,757	)
Total operating expenses		(6,575,345	)		(2,171,260	)

Income from operation		2,390,719			7,542,082

Financial expenses, net		(312,437	)		(19,162	)
Change in fair value of warrant liabilities		(336,136	)		–
Income before income tax expense		1,742,146			7,522,920
Income tax expense		(675,252	)		(1,279,314	)
Net income	$	1,066,894		$	6,243,606

Total comprehensive income	$	1,066,894		$	6,243,606

Earnings per ordinary share
Basic		0.03			0.21
Diluted		0.03			0.21
Weighted average number of ordinary shares outstanding*
Basic		35,990,935			30,280,768
Diluted		35,990,935			30,280,768

*Share data have been retroactively restated to give effect to the reverse recapitalization that is discussed in Note 1 to the unaudited condensed consolidated financial statements.

HELPORT AI LIMITED UNAUDITED CONDENSED CONDOLIDATED STATEMENTS OF CASH FLOWS (Amounts in and U.S. dollars (“US$”), except share data)

	For the six months ended December 31,
	2024			2023
	(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,066,894		$	6,243,606
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets		1,957,877			1,166,667
Amortization of right-of-use assets		36,806			–
Share-based compensation		223,933			–
Change in fair value of warrant liabilities		336,136			–
Changes in operating assets and liabilities:
Accounts receivable		(703,149	)		(5,809,454	)
Prepaid expenses and other receivables		1,028,346			(57,896	)
Accounts payable		2,996,498			1,654,223
Amount due to related parties		–			10,800
Accrued expenses and other liabilities		(3,196,882	)		1,939,154
Income tax payable		(216,977	)		1,279,315
Deferred tax liabilities		332,626			–
Lease liabilities		(10,810	)		–
Net cash provided by operating activities		3,851,298			6,426,415

CASH FLOWS FORM INVESTING ACTIVITY
Purchase of intangible assets		(8,125,000	)		(7,000,000	)
Net cash used in investing activity		(8,125,000	)		(7,000,000	)

CASH FLOWS FORM FINANCING ACTIVITIES
Deferred offering costs		(213,052	)		(467,465	)
Loan from a third party		–			954,909
Repayment of loans from a third party		(199,582	)		–
Repayment of loans from related parties		(429,238	)		(5,143	)
Cash inflow from reverse recapitalization		1,136,951			–
Proceeds from PIPE investments		2,600,000			–
Repayment of sponsor loans		(350,000	)		–
Net cash provided by financing activities		2,545,079			482,301

Effect of exchange rate changes		–			(130	)

Net change in cash		(1,728,623	)		(91,414	)
Cash at the beginning of the period		2,581,086			142,401
Cash at the end of the period	$	852,463		$	50,987

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Recognition of right-of use assets and lease liabilities	$	799,450		$	–

The MIL Network –

April 1, 2025

MIL-OSI: Open Lending Announces Leadership Changes

Source: GlobeNewswire (MIL-OSI)

Board Chair Jessica Buss Appointed Chief Executive Officer

Charles “Chuck” Jehl will Continue to Serve as Interim Chief Financial Officer and a Member of the Board of Directors

Michelle Glasl Appointed Chief Operating Officer

AUSTIN, Texas, March 31, 2025 (GLOBE NEWSWIRE) — Open Lending Corporation (Nasdaq: LPRO) (the “Company” or “Open Lending”), an industry trailblazer in lending enablement and risk analytics solutions for financial institutions, today announced that its Board of Directors (the “Board”) has appointed Jessica Buss as Chief Executive Officer, effective immediately. Chuck Jehl will continue to serve as Interim Chief Financial Officer and as a member of the Board. The Board also has appointed Michelle Glasl as Chief Operating Officer. The Board is conducting a comprehensive search process to identify a permanent Chief Financial Officer.

“We are thrilled to announce Jessica as our new CEO,” said Thomas Hegge, a member of the Board. “Her extensive experience in the insurance industry will be instrumental in ensuring a seamless and profitable collaboration between Open Lending, our insurance carrier partners, and our automotive lending partners. Our focus remains on enhancing loan performance, minimizing potential loan defaults, and improving our underwriting processes to more accurately price insurance premiums for the risk. We remain committed to serving our near and non-prime consumers alongside our valued partners.”

“We are grateful that Chuck stepped in to lead Open Lending through a challenging and volatile period for our Company and industry,” added Mr. Hegge. “He is passing the baton to Jessica to continue to execute our strategic plan and usher in the next phase of growth. Meanwhile, Chuck will continue to support Open Lending during this transitionary period as Interim Chief Financial Officer and a valued member of the Board.

“In addition to serving on Open Lending’s Board for the last five years, Jessica brings decades of executive experience in the insurance industry,” said Mr. Jehl. “She understands the opportunities and challenges of our industry, and I believe she will continue our legacy of serving our underserved near- and non-prime consumers.”

“I’d like to thank Chuck for his many contributions in various executive leadership roles at Open Lending since 2020, including taking the Company public,” said Ms. Buss. “He has been a critical part of the management team, and I am looking forward to continuing to work with him as a member of our Board.

Jessica Buss previously served as the CEO of Argo Group International Holdings, Ltd. a subsidiary of Brookfield Reinsurance Ltd (NYSE, TSX: BNRE), a leading capital solutions business providing insurance and reinsurance services to individuals and institutions. She was previously the president, U.S. insurance, of Argo prior to its acquisition by Brookfield Re. Prior to joining Argo, she was President and CEO of GuideOne Insurance Company and, prior to that, she was senior vice president – Commercial and Specialty Lines at State Auto Insurance Companies. Jessica held several other positions during her tenure at State Auto, including chief operating officer and chief financial officer of the company’s specialty subsidiary, and senior vice president of Specialty. Prior to joining State Auto, Jessica was a member of a three-person team that raised the capital for the formation and start-up operations of Rockhill Holdings, a niche property and casualty business that was purchased by State Auto in 2009. She was also CFO for Citizens Property Insurance Corporation. In 2016, Jessica was named one of Insurance Business’ Elite Women of the Year. Jessica earned her bachelor’s degree in accounting from the University of Wisconsin and her Master of Business Administration from the University of Florida.

Michele Glasl also joins Open Lending from Argo Group, where she has served as Head of Operations since 2022. As Head of Operations, she oversaw information technology, security, operations and communications. Glasl previously served as SVP of Strategy and Business Development at Argo Group. Prior to that, she served as Chief Information Officer at GuideOne Insurance from June 2017 to June 2022. She previously served as Vice President of Technology at State Auto from February 2009 to June 2017. Ms. Glasl holds a Bachelor of Science degree from the University of Wisconsin – Milwaukee.

Board Changes
Jessica Buss will continue to serve as Chairman of the Board but will no longer be a member of the nominating and corporate governance and audit committees of the Board. Thomas Hegge will join the audit committee. Chuck Jehl will continue to serve as a member of the Board.

About Open Lending
Open Lending (Nasdaq: LPRO) provides loan analytics, risk-based pricing, risk modeling and default insurance to auto lenders throughout the United States. For over 20 years, we have been empowering financial institutions to create profitable auto loan portfolios with less risk and more reward. For more information, please visit www.openlending.com.

Forward-Looking Statements
This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements related to the benefits of any leadership transition and future strategic plans. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the Company’s control. These forward-looking statements are subject to a number of risks and uncertainties, including general economic, market, political and business conditions; applicable taxes, inflation, supply chain disruptions including global hostilities and responses thereto, interest rates and the regulatory environment; the outcome of judicial proceedings to which Open Lending may become a party; and other risks discussed in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2024. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that it currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Contact:
Investors
openlending@icrinc.com

The MIL Network –

April 1, 2025

MIL-OSI: Progress Announces First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

Annualized Recurring Revenue (“ARR”) of $836 million Grew 48% year-over-year
Revenue of $238 million Grew 29% year-over-year
ShareFile Integration Underway

BURLINGTON, Mass., March 31, 2025 (GLOBE NEWSWIRE) — Progress (Nasdaq: PRGS), the trusted provider of AI-powered digital experience and infrastructure software, today announced financial results for its fiscal first quarter ended February 28, 2025.

First Quarter 2025 Highlights:

Revenue and non-GAAP revenue of $238 million increased 29% year-over-year on an actual and 30% on a constant currency basis.
Annualized Recurring Revenue (“ARR”) of $836 million increased 48% year-over-year on a constant currency basis.
Operating margin was 14% and non-GAAP operating margin was 39%.
Diluted earnings per share was $0.24 compared to $0.51 in the same quarter last year, a decrease of 53%.
Non-GAAP diluted earnings per share was $1.31 compared to $1.25 in the same quarter last year, an increase of 5%.

“We’re extremely pleased with our excellent Q1 results,” said Yogesh Gupta, CEO of Progress. “We are ahead, or on plan, with all our ShareFile integration milestones, which are providing significant contributions to ARR and revenues, as well as expense savings. Our solid performance on the top line was again driven by our product portfolio across the board, with our data platform and infrastructure management products having a particularly solid quarter. Our Net Retention Rate again surpassed 100%, which reflects the resiliency of our business and the strength of our customer relationships. Operationally, our first quarter was solid by every metric, and I am extremely proud of our team for their dedication and relentless commitment to our customers.”

Additional financial highlights included:

	Three Months Ended
	GAAP									Non-GAAP
(In thousands, except percentages and per share amounts)	February 28, 2025			February 29, 2024			% Change			February 28, 2025			February 29, 2024			% Change
Revenue	$	238,015		$	184,685			29	%	$	238,015		$	184,685			29	%
Income from operations	$	32,426		$	35,006			(7	)%	$	93,595		$	76,756			22	%
Operating margin		14	%		19	%		(500) bps			39	%		42	%		(300) bps
Net income	$	10,946		$	22,639			(52	)%	$	58,995		$	55,928			5	%
Diluted earnings per share	$	0.24		$	0.51			(53	)%	$	1.31		$	1.25			5	%
Cash from operations (GAAP) / Adjusted free cash flow (non-GAAP) / Unlevered free cash flow (non-GAAP)	$	68,947		$	70,504			(2	)%	$	73,211		$	72,204			1	%
										$	87,954		$	78,079			13	%

See Important Information Regarding Non-GAAP Financial Measures, Liquidity Measures, and Select Performance Metrics and a reconciliation of non-GAAP adjustments to Progress’ GAAP financial results at the end of this press release.

Other fiscal first quarter 2025 metrics and recent results included:

Cash and cash equivalents were $124.2 million at the end of the quarter.
Days sales outstanding was 48 days compared to 50 days in the fiscal first quarter of 2024 and 67 days in the fiscal fourth quarter of 2024.

“We’re off to a very strong start for FY25, as our Q1 results demonstrate. Revenues at the high end of guidance reflect steady demand; expenses remain well-controlled; cash flow was again strong; and our bottom-line results and raised EPS guidance reflect numerous positives,” said Anthony Folger, CFO of Progress. “Beyond excellent financial performance, we repurchased $30 million of Progress shares and accelerated repayment of the revolving credit line used to partially finance the ShareFile acquisition, paying down $30 million during Q1. The ShareFile integration is tracking well, and we expect to complete the integration by year-end.”

2025 Business Outlook

Progress provides the following guidance for the fiscal year ending November 30, 2025 and the fiscal second quarter ending May 31, 2025:

	Updated FY 2025 Guidance (March 31, 2025)				Prior FY 2025 Guidance (January 21, 2025)
(In millions, except percentages and per share amounts)	GAAP		Non-GAAP		GAAP		Non-GAAP
Revenue	$958 – $970		$958 – $970		$958 – $970		$958 – $970
Diluted earnings per share	$1.19 – $1.35		$5.25 – $5.37		$1.08 – $1.23		$5.00 – $5.12
Operating margin	14% – 15	%	38	%	14% – 15	%	37% – 38	%
Cash from operations (GAAP) / Adjusted free cash flow (non-GAAP) / Unlevered free cash flow (non-GAAP)	$216 – $228		$226 – $238		$216 – $228		$225 – $237
			$283 – $294				$282 – $294
Effective tax rate	19	%	20	%	21	%	20	%

	Q2 2025 Guidance
(In millions, except per share amounts)	GAAP	Non-GAAP
Revenue	$235 – $241	$235 – $241
Diluted earnings per share	$0.24 – $0.30	$1.28 – $1.34

Based on current exchange rates, the expected negative currency translation impact on our:

Fiscal year 2025 business outlook compared to 2024 exchange rates is approximately $2.8 million on revenue.
Fiscal Q2 2025 business outlook compared to 2024 exchange rates is approximately $0.1 million on revenue.

Based on current exchange rates, the currency translation impact is expected to be immaterial on our GAAP and non-GAAP diluted earnings per share for both fiscal year 2025 and Q2 2025.

To the extent that there are changes in exchange rates versus the current environment and/or our expectations, this may have an impact on Progress’ business outlook.

Conference Call

Progress will hold a conference call to review its financial results for the fiscal first quarter of 2025 at 5:00 p.m. ET on Monday, March 31, 2025. Participants must register for the conference call here: https://register-conf.media-server.com/register/BIb86bb577ced14b9fa67069eb761f36a9. The webcast can be accessed at: https://edge.media-server.com/mmc/p/bt5rgqn7. The conference call will include comments followed by questions and answers. Attendees must register for the webcast and an archived version of the conference call and supporting materials will be available on the Progress website within the investor relations section after the live conference call.

About Progress

Progress (Nasdaq: PRGS) empowers organizations to achieve transformational success in the face of disruptive change. Our software enables our customers to develop, deploy and manage responsible AI-powered applications and digital experiences with agility and ease. Customers get a trusted provider in Progress, with the products, expertise and vision they need to succeed. Over 4 million developers and technologists at hundreds of thousands of enterprises depend on Progress. Learn more at www.progress.com.

Progress and Progress Software are trademarks or registered trademarks of Progress Software Corporation and/or its subsidiaries or affiliates in the U.S. and other countries. Any other names contained herein may be trademarks of their respective owners.

Investor Contact:		Press Contact:
Michael Micciche		Jeff Young
Progress Software		Progress Software
+1 781 850 8450		+1 781 280 4000
Investor-Relations@progress.com		PR@progress.com

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended
(In thousands, except per share data)	February 28, 2025			February 29, 2024			% Change
Revenue:
Software licenses	$	58,445		$	64,100			(9	)%
Maintenance, SaaS, and professional services		179,570			120,585			49	%
Total revenue		238,015			184,685			29	%
Costs of revenue:
Cost of software licenses		2,925			2,731			7	%
Cost of maintenance, SaaS, and professional services		32,884			22,219			48	%
Amortization of acquired intangibles		10,422			7,859			33	%
Total costs of revenue		46,231			32,809			41	%
Gross profit		191,784			151,876			26	%
Operating expenses:
Sales and marketing		51,296			39,111			31	%
Product development		46,375			34,988			33	%
General and administrative		25,623			21,344			20	%
Amortization of acquired intangibles		25,808			17,389			48	%
Cyber vulnerability response expenses, net		737			987			(25	)%
Restructuring expenses		7,029			2,349			199	%
Acquisition-related expenses		2,490			702			255	%
Total operating expenses		159,358			116,870			36	%
Income from operations		32,426			35,006			(7	)%
Other expense, net		(19,124	)		(7,399	)		158	%
Income before income taxes		13,302			27,607			(52	)%
Provision for income taxes		2,356			4,968			(53	)%
Net income	$	10,946		$	22,639			(52	)%

Earnings per share:
Basic	$	0.25		$	0.52			(52	)%
Diluted	$	0.24		$	0.51			(53	)%
Weighted average shares outstanding:
Basic		43,256			43,802			(1	)%
Diluted		44,887			44,826			—	%

Cash dividends declared per common share	$	—		$	0.175			(100	)%

Stock-based compensation is included in the condensed consolidated statements of operations, as follows:
Cost of revenue	$	1,195	$	986	21	%
Sales and marketing		3,032		2,312	31	%
Product development		4,410		3,665	20	%
General and administrative		6,046		5,501	10	%
Total	$	14,683	$	12,464	18	%

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

(In thousands)	February 28, 2025		November 30, 2024
Assets
Current assets:
Cash and cash equivalents	$	124,161	$	118,077
Accounts receivable, net		126,366		163,575
Unbilled receivables		35,454		34,672
Other current assets		54,694		52,489
Total current assets		340,675		368,813
Property and equipment, net		13,233		13,746
Goodwill and intangible assets, net		1,980,181		2,015,748
Right-of-use lease assets		28,308		30,894
Long-term unbilled receivables		30,416		28,893
Other assets		69,605		68,872
Total assets	$	2,462,418	$	2,526,966
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable and other current liabilities	$	90,768	$	113,801
Short-term operating lease liabilities		8,975		9,202
Short-term deferred revenue, net		328,798		332,142
Total current liabilities		428,541		455,145
Long-term debt, net		700,000		730,000
Convertible senior notes, net		797,277		796,267
Long-term operating lease liabilities		24,260		26,259
Long-term deferred revenue, net		71,508		72,270
Other long-term liabilities		8,985		8,237
Stockholders’ equity:
Common stock and additional paid-in capital		353,469		354,592
Retained earnings		78,378		84,196
Total stockholders’ equity		431,847		438,788
Total liabilities and stockholders’ equity	$	2,462,418	$	2,526,966

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Three Months Ended
(In thousands)	February 28, 2025			February 29, 2024
Cash flows from operating activities:
Net income	$	10,946		$	22,639
Depreciation and amortization		39,209			27,544
Stock-based compensation		14,683			12,464
Other non-cash adjustments		3,070			1,327
Changes in operating assets and liabilities		1,039			6,530
Net cash flows from operating activities		68,947			70,504
Capital expenditures		(1,290	)		(309	)
Repurchases of common stock, net of issuances		(23,870	)		(14,917	)
Dividend equivalent and dividend payments to stockholders		(359	)		(8,171	)
Payments for acquisitions		(1,195	)		—
Principal payment on term loan and repayment of revolving line of credit		(30,000	)		(33,437	)
Other		(6,149	)		(7,406	)
Net change in cash and cash equivalents		6,084			6,264
Cash and cash equivalents, beginning of period		118,077			126,958
Cash and cash equivalents, end of period	$	124,161		$	133,222

RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES
(Unaudited)

	Three Months Ended
(In thousands, except per share data)	February 28, 2025			February 29, 2024
Adjusted income from operations:
GAAP income from operations	$	32,426		$	35,006
Amortization of acquired intangibles		36,230			25,248
Stock-based compensation		14,683			12,464
Restructuring expenses		7,029			2,349
Acquisition-related expenses		2,490			702
Cyber vulnerability response expenses, net		737			987
Non-GAAP income from operations	$	93,595		$	76,756

Adjusted net income:
GAAP net income	$	10,946		$	22,639
Amortization of acquired intangibles		36,230			25,248
Stock-based compensation		14,683			12,464
Restructuring expenses		7,029			2,349
Acquisition-related expenses		2,490			702
Cyber vulnerability response expenses, net		737			987
Provision for income taxes		(13,120	)		(8,461	)
Non-GAAP net income	$	58,995		$	55,928

Adjusted diluted earnings per share:
GAAP diluted earnings per share	$	0.24		$	0.51
Amortization of acquired intangibles		0.80			0.56
Stock-based compensation		0.32			0.28
Restructuring expenses		0.16			0.05
Acquisition-related expenses		0.06			0.02
Cyber vulnerability response expenses, net		0.02			0.02
Provision for income taxes		(0.29	)		(0.19	)
Non-GAAP diluted earnings per share	$	1.31		$	1.25

Non-GAAP weighted avg shares outstanding – diluted		44,887			44,826

OTHER NON-GAAP FINANCIAL MEASURES
(Unaudited)

Adjusted Free Cash Flow and Unlevered Free Cash Flow
	Three Months Ended
(In thousands)	February 28, 2025			February 29, 2024			% Change
Cash flows from operations	$	68,947		$	70,504			(2	)%
Purchases of property and equipment		(1,290	)		(309	)		317	%
Free cash flow		67,657			70,195			(4	)%
Add back: restructuring payments		5,554			2,009			176	%
Adjusted free cash flow	$	73,211		$	72,204			1	%
Add back: tax-effected interest expense		14,743			5,875			151	%
Unlevered free cash flow	$	87,954		$	78,079			13	%

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2025 GUIDANCE
(Unaudited)

Fiscal Year 2025 Updated Non-GAAP Operating Margin Guidance
	Fiscal Year Ending November 30, 2025
(In millions)	Low			High
GAAP income from operations	$	137.2		$	145.7
GAAP operating margins		14	%		15	%
Acquisition-related expense		6.0			6.0
Restructuring expense		9.4			9.4
Stock-based compensation		62.8			62.8
Amortization of acquired intangibles		144.9			144.9
Cyber vulnerability response expenses, net		4.2			4.2
Total adjustments⁽¹⁾		227.3			227.3
Non-GAAP income from operations	$	364.5		$	373.0
Non-GAAP operating margin		38	%		38	%
⁽¹⁾Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from ShareFile and restructuring expenses. The final amounts will not be available until the Company’s internal procedures and reviews are completed.

Fiscal Year 2025 Updated Non-GAAP Earnings per Share and Effective Tax Rate Guidance
	Fiscal Year Ending November 30, 2025
(In millions, except per share data)	Low			High
GAAP net income	$	53.2		$	60.9
Adjustments (from previous table)		227.3			227.3
Income tax adjustment⁽²⁾		(46.1	)		(46.2	)
Non-GAAP net income	$	234.4		$	242.0

GAAP diluted earnings per share	$	1.19		$	1.35
Non-GAAP diluted earnings per share	$	5.25		$	5.37

Diluted weighted average shares outstanding		44.7			45.1



² Tax adjustment is based on a non-GAAP effective tax rate of approximately 20%, calculated as follows:
	Fiscal Year Ending November 30, 2025
	Low			High
Non-GAAP income from operations	$	364.5		$	373.0
Other (expense) income		(71.5	)		(70.5	)
Non-GAAP income from continuing operations before income taxes		293.0			302.5
Non-GAAP net income		234.4			242.0
Tax provision	$	58.6		$	60.5
Non-GAAP tax rate		20	%		20	%

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2025 GUIDANCE
(Unaudited)

Fiscal Year 2025 Adjusted Free Cash Flow and Unlevered Free Cash Flow Guidance
	Fiscal Year Ending November 30, 2025
(In millions)	Low			High
Cash flows from operations (GAAP)	$	216		$	228
Purchases of property and equipment		(7	)		(7	)
Add back: restructuring payments		17			17
Adjusted free cash flow (non-GAAP)		226			238
Add back: tax-effected interest expense		57			56
Unlevered free cash flow (non-GAAP)	$	283		$	294

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q2 2025 GUIDANCE
(Unaudited)

Q2 2025 Non-GAAP Earnings per Share Guidance
	Three Months Ending May 31, 2025
	Low			High
GAAP diluted earnings per share	$	0.24		$	0.30
Acquisition-related expense		0.04			0.04
Restructuring expense		0.03			0.03
Stock-based compensation		0.38			0.38
Amortization of acquired intangibles		0.83			0.83
Cyber vulnerability response expenses, net		0.01			0.01
Total adjustments⁽¹⁾		1.29			1.29
Income tax adjustment		(0.25	)		(0.25	)
Non-GAAP diluted earnings per share	$	1.28		$	1.34
⁽¹⁾Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from ShareFile and restructuring expenses. The final amounts will not be available until the Company’s internal procedures and reviews are completed.

Important Information Regarding Non-GAAP Financial Measures, Liquidity Measures and Select Performance Metrics

Progress furnishes certain non-GAAP supplemental information to our financial results. We use such non-GAAP financial measures to evaluate our period-over-period operating performance because our management team believes that excluding the effects of certain GAAP-related items helps to illustrate underlying trends in our business and provides us with a more comparable measure of our continuing business, as well as greater understanding of the results from the primary operations of our business. Management also uses such non-GAAP financial measures to establish budgets and operational goals, evaluate performance, and allocate resources. In addition, the compensation of our executives and non-executive employees is based in part on the performance of our business as evaluated by such non-GAAP financial measures. We believe these non-GAAP financial measures enhance investors’ overall understanding of our current financial performance and our prospects for the future by: (i) providing more transparency for certain financial measures, (ii) presenting disclosure that helps investors understand how we plan and measure the performance of our business, (iii) affords a view of our operating results that may be more easily compared to our peer companies, and (iv) enables investors to consider our operating results on both a GAAP and non-GAAP basis (including following the integration period of our prior and proposed acquisitions). However, this non-GAAP information is not in accordance with, or an alternative to, generally accepted accounting principles in the United States (“GAAP”) and should be considered in conjunction with our GAAP results as the items excluded from the non-GAAP information may have a material impact on Progress’ financial results. A reconciliation of non-GAAP adjustments to Progress’ GAAP financial results is included in the tables above.

In the noted fiscal periods, we adjusted for the following items from our GAAP financial results to arrive at our non-GAAP financial measures:

Amortization of acquired intangibles – We exclude amortization of acquired intangibles because those expenses are unrelated to our core operating performance and the intangible assets acquired vary significantly based on the timing and magnitude of our acquisition transactions and the maturities of the businesses acquired. Adjustments include preliminary estimates relating to the valuation of intangible assets from ShareFile. The final amounts will not be available until the Company’s internal procedures and reviews are completed.
Stock-based compensation – We exclude stock-based compensation to be consistent with the way management and, in our view, the overall financial community evaluates our performance and the methods used by analysts to calculate consensus estimates. The expense related to stock-based awards is generally not controllable in the short-term and can vary significantly based on the timing, size and nature of awards granted. As such, we do not include these charges in operating plans.
Restructuring expenses – In all periods presented, we exclude restructuring expenses incurred because those expenses distort trends and are not part of our core operating results. Adjustments include preliminary estimates relating to restructuring expenses from ShareFile. The final amounts will not be available until the Company’s internal procedures and reviews are completed.
Acquisition-related expenses – We exclude acquisition-related expenses in order to provide a more meaningful comparison of the financial results to our historical operations and forward-looking guidance and the financial results of less acquisitive peer companies. We consider these types of costs and adjustments, to a great extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, we do not consider these acquisition-related costs and adjustments to be related to the organic continuing operations of the acquired businesses and are generally not relevant to assessing or estimating the long-term performance of the acquired assets. In addition, the size, complexity and/or volume of past acquisitions, which often drives the magnitude of acquisition-related costs, may not be indicative of the size, complexity and/or volume of future acquisitions.
Cyber vulnerability response expenses, net – We exclude certain expenses resulting from the zero-day MOVEit Vulnerability, as more thoroughly described in our filings with the Securities and Exchange Commission since June 5, 2023. Expenses include costs to investigate and remediate these cyber related matters, as well as legal and other professional services related thereto. Expenses related to such cyber matters are provided net of expected insurance recoveries, although the timing of recognizing insurance recoveries may differ from the timing of recognizing the associated expenses. Costs associated with the enhancement of our cybersecurity program are not included within this adjustment. We expect to continue to incur legal and other professional services expenses in future periods associated with the MOVEit vulnerability. Expenses related to such cyber matters are expected to result in operating expenses that would not have otherwise been incurred in the normal course of business operations. We believe that excluding these costs facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.
Provision for income taxes – We adjust our income tax provision by excluding the tax impact of the non-GAAP adjustments discussed above.
Constant currency – Revenue from our international operations has historically represented a substantial portion of our total revenue. As a result, our revenue results have been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. As exchange rates are an important factor in understanding period-to-period comparisons, we present revenue growth rates on a constant currency basis, which helps improve the understanding of our revenue results and our performance in comparison to prior periods. The constant currency information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates.

In the noted fiscal periods, we also present the following liquidity measures:

Adjusted free cash flow (“AFCF”) and unlevered free cash flow (“Unlevered FCF”) – AFCF is equal to cash flows from operating activities less purchases of property and equipment, plus restructuring payments. Unlevered FCF is AFCF plus tax-effected interest expense on outstanding debt.

In the noted fiscal periods, we also present the following select performance metrics:

Annualized Recurring Revenue (“ARR”) – We disclose ARR as a performance metric to help investors better understand and assess the performance of our business because our mix of revenue generated from recurring sources currently represents the substantial majority of our revenues and is expected to continue in the future. We define ARR as the annualized revenue of all active and contractually binding term-based contracts from all customers at a point in time. ARR includes revenue from maintenance, software upgrade rights, public cloud, and on-premises subscription-based transactions and managed services. ARR mitigates fluctuations in revenue due to seasonality, contract term and the sales mix of subscriptions for term-based licenses and SaaS. We use ARR to understand customer trends and the overall health of our business, helping us to formulate strategic business decisions.
We calculate the annualized value of annual and multi-year contracts, and contracts with terms less than one year, by dividing the total contract value of each contract by the number of months in the term and then multiplying by 12. Annualizing contracts with terms less than one-year results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period. We generally do not sell non-SaaS-based contracts with a term of less than one year unless a customer is purchasing additional licenses under an existing annual or multi-year contract. The expectation is that at the time of renewal, such contracts with a term less than one year will renew with the same term as the existing contracts being renewed, such that both contracts are co-termed. Historically, such contracts with a term of less than one year renew at rates equal to or better than annual or multi-year contracts.

For SaaS-based contracts, there is a meaningful percentage of monthly auto-renewing contracts for which annualizing the contracts results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period.

Revenue from term-based license and on-premises subscription arrangements include a portion of the arrangement consideration that is allocated to the software license that is recognized up-front at the point in time control is transferred under ASC 606 revenue recognition principles. ARR for these arrangements is calculated as described above. The expectation is that the total contract value, inclusive of revenue recognized as software license, will be renewed at the end of the contract term.

The calculation is done at constant currency using the current year budgeted exchange rates for all periods presented.

ARR is not defined in GAAP and is not derived from a GAAP measure. Rather, ARR generally aligns to billings (as opposed to GAAP revenue which aligns to the transfer of control of each performance obligation). ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

Net Retention Rate (“NRR”) – We calculate net retention rate as of a period end by starting with the ARR from the cohort of all customers as of 12 months prior to such period end (“Prior Period ARR”). We then calculate the ARR from these same customers as of the current period end (“Current Period ARR”). Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months but excludes ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the net retention rate. Net retention rate is not calculated in accordance with GAAP and is not derived from a GAAP measure.

Note Regarding Forward-Looking Statements

This press release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Progress has identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “should,” “expect,” “intend,” “plan,” “target,” “anticipate” and “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this press release include, but are not limited to, statements regarding Progress’ business outlook (including future acquisition activity) and financial guidance. There are a number of factors that could cause actual results or future events to differ materially from those anticipated by the forward-looking statements, including, without limitation: (i) economic, geopolitical and market conditions can adversely affect our business, results of operations and financial condition, including our revenue growth and profitability, which in turn could adversely affect our stock price; (ii) our international sales and operations subject us to additional risks that can adversely affect our operating results, including risks relating to foreign currency gains and losses; (iii) we may fail to achieve our financial forecasts due to such factors as delays or size reductions in transactions, fewer large transactions in a particular quarter, fluctuations in currency exchange rates, or a decline in our renewal rates for contracts; (iv) if the security measures for our software, services, other offerings or our internal information technology infrastructure are compromised or subject to a successful cyber-attack, or if our software offerings contain significant coding or configuration errors or zero-day vulnerabilities, we may experience reputational harm, legal claims and financial exposure; and the results of inquiries, investigations and legal claims regarding the MOVEit Vulnerability remain uncertain, while the ultimate resolution of these matters could result in losses that may be material to our financial results for a particular period; and (v) future acquisitions may not be successful or may involve unanticipated costs or other integration issues that could disrupt our existing operations; and (vi) expected synergies and benefits of the ShareFile acquisition may not be realized which could negatively impact our future results of operations and financial condition. For further information regarding risks and uncertainties associated with Progress’ business, please refer to our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended November 30, 2024. Progress undertakes no obligation to update any forward-looking statements, which speak only as of the date of this press release.

The MIL Network –

April 1, 2025

MIL-OSI: Expion360 Reports Fourth Quarter and Full Year 2024 Financial Results

Source: GlobeNewswire (MIL-OSI)

Q4 Sequential Revenue Growth of 43% Driven by New Products and Technologies, and 131% Year over Year

New OEM and Distributor Relationships to Equip New Campers and RVs with Advanced Lithium-Ion Batteries

Began Shipping e360 Home Energy Storage Solutions

REDMOND, Ore., March 31, 2025 (GLOBE NEWSWIRE) — Expion360 Inc. (Nasdaq: XPON) (“Expion360” or the “Company”), an industry leader in lithium-ion battery power storage solutions, today reported its financial and operational results for the fourth quarter and full year ended December 31, 2024.

Fourth Quarter 2024 & Subsequent Financial & Operational Highlights

Q4 2024 revenue totaled $2.0 million, up 131% from Q4 2023, and 43% sequentially from Q3 2024.
Began fulfilling purchase orders for its Home Energy Storage Solutions (“HESS”).
Signed a non-binding letter of intent with NeoVolta Inc. (“NeoVolta”), a leading innovator in energy storage solutions, providing the framework for a potential collaboration that aims to engineer a state-of-the-art battery manufacturing facility and develop innovative lithium-ion battery cell and module product designs, marking a significant milestone in the production of American-made batteries.
Partnered with Scout Campers, a subsidiary of Adventurer Manufacturing, Inc., to equip its high-quality campers with Expion360’s advanced lithium-ion batteries as a standard option, enhancing the energy efficiency and reliability of Scout Campers’ products.
Added several new original equipment manufacturers (“OEMs”) and one new distributor reflecting successful ongoing sales efforts to expand customer base across the United States.
Closed a $2.6 million registered direct offering and private placement priced at the market under Nasdaq rules.

Management Commentary

“The fourth quarter of 2024 and early 2025 was highlighted by robust sequential revenue growth, a strengthened balance sheet, and the addition of new OEM customers,” said Brian Schaffner, Chief Executive Officer and Interim Chief Financial Officer of Expion360. “Revenue grew sequentially for a fourth consecutive quarter, improving 43% from Q3 2024, demonstrating the successful execution of our efforts to expand sales with our more than 300 resellers across the United States, consisting of dealers, wholesalers, private-label customers and OEMs who then sell our products to end consumers. Year-over-year sales continued to be impacted by the downturn in the RV market with the persistence of high interest rates. We believe the RV market will continue to gain ground through 2025, with shipments remaining steady in the short term and increasing traction heading into next year. In January we took the opportunity to strengthen our balance sheet with the close of a $2.6 million registered direct offering and private placement.

“We are making significant progress against our goals with the ongoing expansion of our OEM relationships and acquisition of several new OEM partnerships. New customers, including Scout Campers, Alaskan Campers, and K-Z Recreational Vehicles, are driving demand for high-quality lithium battery technology for their premium campers and vehicles.

“We are working with NeoVolta to combine our strengths toward a potential collaboration that aims to engineer a US-based state-of-the-art battery manufacturing facility and develop innovative lithium-ion battery cell and module product designs. A formal engagement would enable us to contribute our expertise in design and engineering, while NeoVolta plans to provide the necessary capital and manpower. Together we expect to bring high-performance, sustainable energy storage solutions to the market to address the growing demand for efficient energy management in both residential and commercial applications.

“We have continued our progress in our Home Energy Storage Solutions vertical, with production shipments beginning in January 2025. We believe the HESS product line will benefit from a fast-growing battery energy storage market, and consumer uptake can rapidly scale with the introduction of products that improve price, flexibility, and integration. We also anticipate HESS will benefit from incentives available through California’s Self-Generation Incentive Program and federal tax credits available through the Inflation Reduction Act for home battery systems.

“Looking ahead, we anticipate our new OEM partnerships and distributors to generate incremental revenue of approximately $5.0 million for fiscal year 2025, with additional new customers expressing interest across our product line, including our next generation GC2, Group 27, and new Edge batteries. The anticipated revenue growth is expected to increase gross profits by an estimated $1.4 million for fiscal year 2025. We are also highly focused on further development of HESS and the introduction of new technologies and batteries. We look forward to announcements of additional wins and milestones in the months ahead,” concluded Mr. Schaffner.

Fourth Quarter 2024 Financial Summary

Revenue in the fourth quarter of 2024 totaled $2.0 million, an increase of 131% from $0.9 million in the prior year period. The increase was primarily due to increased OEM sales with existing and new customers.

Gross profit in the fourth quarter of 2024 totaled $438,552 or 22.1% of revenue, as compared to $205,114 or 23.9% of revenue in the prior year period. The decrease in gross profit was primarily due to OEM customer discounts issued in connection with higher-volume purchases.

Selling, general and administrative expenses in the fourth quarter of 2024 decreased to $1.6 million compared to $2.4 million in the prior year period. The decrease was primarily due to reductions in salaries related to a lower employee headcount and lower stock-based compensation.

Net loss in the fourth quarter of 2024 totaled $251,647, an 88% improvement from a net loss of $2.2 million in the prior year period. The decrease in net loss was primarily due to our sales growth.

Full Year 2024 Financial Summary

For the year ended December 31, 2024, revenue totaled $5.6 million, decreasing 6.0% from $6.0 million in the prior year. The decrease was primarily attributable to softness in the recreational market during the first two quarters, driving decreases in OEM sales during those same two periods.

Gross profit for the full year of 2024 totaled $1.2 million, a 20.5% gross margin as compared to $1.6 million or 26.3% of revenue in the same year-ago period. The decrease in gross profit was primarily attributable to lower sales volumes due to the slowdown in the RV industry resulting in lower economies of scale on fixed costs, as well as the liquidation of non-core product increasing cost of sales above what they would have been without the liquidation.

Selling, general and administrative expenses for the full year of 2024 decreased 9.6% to $7.9 million compared to $8.7 million in the prior year period. The decrease was primarily due to decreases in legal and professional fees, as well as salaries and benefits, which was partially offset by an increase in license and fee cash premiums paid when making repayment on our convertible note, as well as fees incurred in connection with our termination of our warehouse lease.

Net loss for the year ended December 31, 2024, totaled $13.5 million or $(21.03) per share, compared to net loss of $7.5 million or $(108.25) per share in the prior year. The net loss was primarily the result of $5.0 million in suspended liability expense due to our reverse stock split cash true-up payment provision in the Series A Warrants issued and sold in a public offering we consummated in August 2024, as well as increased interest incurred under our convertible note, and increased settlement expenses.

Cash and cash equivalents totaled $0.5 million as of December 31, 2024, compared to $3.9 million as of December 31, 2023. On January 3, 2025, the Company closed a $2.6 million registered direct offering and private placement priced at the market under Nasdaq rules.

Net cash used in operating activities totaled $9.6 million for the year ended December 31, 2024, compared to $5.5 million in the prior year period.

The share, per share, and resulting financial amounts in this press release, including prior period metrics, have been adjusted to reflect the reverse stock split of the Company’s common stock, par value $0.001 per share, which was effective on October 8, 2024.

Fourth Quarter & Full Year 2024 Results Conference Call

Brian Schaffner, Chief Executive Officer of Expion360, will host the conference call, followed by a question-and-answer period. The conference call will be accompanied by a presentation, which can be viewed during the webcast or accessed via the investor relations section of the Company’s website here.

To access the call, please use the following information:

A telephone replay will be available approximately three hours after the call and will remain available through April 14, 2025, by dialing 1-844-512-2921 from the U.S., or 1-412-317-6671 from international locations, and entering replay pin number: 10196334. The replay can also be viewed through the webcast link above and the presentation utilized during the call will be available via the investor relations section of the Company’s website here.

About Expion360

Expion360 is an industry leader in premium lithium iron phosphate (LiFePO4) batteries and accessories for recreational vehicles, marine applications, Light EV and residential energy storage.

The Company’s lithium-ion batteries feature half the weight of standard lead-acid batteries while delivering three times the power and ten times the number of charging cycles. Expion360 batteries also feature better construction and reliability compared to other lithium-ion batteries on the market due to their superior design and quality materials. Specially reinforced, fiberglass-infused, premium ABS and solid mechanical connections help provide top performance and safety. With Expion360 batteries, adventurers can enjoy the most beautiful and remote places on Earth even longer.

The Company is headquartered in Redmond, Oregon. Expion360 lithium-ion batteries are available today through more than 300 dealers, wholesalers, private-label customers, and OEMs across the country. To learn more about the Company, visit expion360.com.

Forward-Looking Statements

The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements included in this press release include, but are not limited to, statements relating to the Company’s beliefs, plans, and expectations about its operations, product development and pipeline, growth prospects, market opportunity, potential partnership with NeoVolta, the anticipated incremental revenue to be generated from new OEM partnerships and distributors, and the expected timing of the Company’s next conference call to discuss the Company’s financial results. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Company Contact:
Brian Schaffner, CEO and Interim CFO
541-797-6714
Email Contact

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


Expion360 Inc. Balance Sheets

	As of December 31, 2024			As of December 31, 2023
Assets
Current Assets
Cash and cash equivalents	$	547,565		$	3,932,698
Accounts receivable, net		613,022			154,935
Inventory		4,831,461			3,825,390
Prepaid/in-transit inventory		1,612,686			163,948
Prepaid expenses and other current assets		236,461			189,418
Total current assets		7,841,195			8,266,389

Property and equipment		914,081			1,348,326
Accumulated depreciation		(430,191	)		(430,295	)
Property and equipment, net		483,890			918,031

Other Assets
Operating leases – right-of-use asset		754,832			2,662,015
Deposits		27,471			58,896
Total other assets		782,303			2,720,911
Total assets	$	9,107,388		$	11,905,331

Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	338,091		$	286,985
Customer deposits		48,474			17,423
Accrued expenses and other current liabilities		187,464			292,515
Convertible note		—			2,082,856
Current portion of operating lease liability		256,153			522,764
Current portion of stockholder promissory notes		—			762,500
Current portion of long-term debt		31,758			50,839
Suspended Liability		4,985,948			—
Total current liabilities		5,847,888			4,015,882

Long-term debt, net of current portion and discount		198,412			298,442
Operating lease liability, net of current portion		542,764			2,241,325
Total liabilities	$	6,589,064		$	6,555,649

Stockholders’ equity
Preferred stock, par value $.001; 20,000,000 shares authorized; zero shares issued and outstanding		—			—
Common stock, par value $.001; 200,000,000 shares authorized; 2,096,082 and 69,230 issued and outstanding as of December 31, 2024 and 2023, respectively		2,096			69
Additional paid-in capital		37,091,468			26,445,378
Accumulated deficit		(34,575,240	)		(21,095,765	)
Total stockholders’ equity		2,518,324			5,349,682
Total liabilities and stockholders’ equity	$	9,107,388		$	11,905,331


Expion360 Inc. Statements of Operations

	For the Years Ended December 31,
	2024			2023
Net sales	$	5,624,939		$	5,981,134
Cost of sales		4,469,711			4,405,611
Gross profit		1,155,228			1,575,523
Selling, general and administrative		7,909,219			8,745,135
Loss from operations		(6,753,991	)		(7,169,612	)

Other (Income) / Expense
Interest income		(86,121	)		(125,854	)
Interest expense		976,618			124,511
Loss on sale of property and equipment		146,760			3,426
Settlement expense		709,900			281,680
Suspended liability expense		4,985,948			—
Other income		(6,073	)		(394	)
Total other expense		6,727,032			283,369
Loss before taxes		(13,481,023	)		(7,452,981	)

Tax (income) / expense		(1,548	)		3,293
Net loss	$	(13,479,475	)	$	(7,456,274	)

Net loss per share (basic and diluted)	$	(21.03	)	$	(108.25	)
Weighted-average number of common shares outstanding		641,011			68,882


Expion360 Inc. Statements of Cash Flows

	For the Years Ended December 31,
	2024			2023
Cash flows from operating activities

Net loss	$	(13,479,475	)	$	(7,456,274	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		173,973			205,723
Amortization of convertible note costs		667,144			—
Loss on sale of property and equipment		146,760			3,426
Decrease in allowance for doubtful accounts		—			(18,804	)
Stock-based settlement		209,000			251,680
Stock-based compensation		616,632			560,365
Decrease in right-of-use assets and lease liabilities		(67,778	)		—
Increase in suspended liability		4,985,948			—

Changes in operating assets and liabilities:
(Increase) / Decrease in accounts receivable		(458,087	)		161,904
(Increase) / Decrease in inventory		(1,006,071	)		704,746
Increase in prepaid/in-transit inventory		(1,448,738	)		(22,338	)
Increase in prepaid expenses and other current assets		(47,043	)		(17,626	)
Decrease in deposits		31,425			5,005
Increase in accounts payable		51,106			56,735
Increase in customer deposits		31,051			17,365
Increase / (Decrease) in accrued expenses and other current liabilities		21,819			(13,649	)
Increase in right-of-use assets and lease liabilities		9,789			30,510
Net cash used in operating activities		(9,562,545	)		(5,531,232	)

Cash flows from investing activities
Purchases of property and equipment		(19,203	)		(20,170	)
Net proceeds from sale of property and equipment		132,611			36,748
Net cash provided by investing activities		113,408			16,578

Cash flows from financing activities
Proceed from / (Principal payment on) convertible note		(2,750,000	)		2,420,025
Principal payments on long-term debt		(119,111	)		(161,194	)
Principal payments on stockholder promissory notes		(762,500	)		(62,500	)
Proceeds from exercise of warrants		185,434			49,800
Settlement of fractional shares for cashless warrant exercise		—			(23	)
Net proceeds from issuance of common stock		9,510,181			—
Net cash provided by financing activities		6,064,004			2,246,108

Net change in cash and cash equivalents		(3,385,133	)		(3,268,546	)
Cash and cash equivalents, beginning		3,932,698			7,201,244
Cash and cash equivalents, ending		547,565			3,932,698

The MIL Network –

April 1, 2025

MIL-OSI: Open Lending Reports Fourth Quarter and Full Year 2024 Financial Results

Source: GlobeNewswire (MIL-OSI)

AUSTIN, Texas, March 31, 2025 (GLOBE NEWSWIRE) — Open Lending Corporation (Nasdaq: LPRO) (the “Company” or “Open Lending”), an industry trailblazer in lending enablement and risk analytics solutions for financial institutions, today reported financial results for its fourth quarter and full year ended December 31, 2024.

In a separate press release today, the Company announced that its Board of Directors (the “Board”) has appointed Jessica Buss, Chairman of the Board, as Chief Executive Officer, effective immediately. The Board has also appointed Michelle Glasl as Chief Operating Officer. Charles Jehl will continue to serve as Interim Chief Financial Officer and as a member of the Board.

Three Months Ended December 31, 2024 Highlights

The Company facilitated 26,065 certified loans during the fourth quarter of 2024, compared to 26,263 certified loans in the fourth quarter of 2023.
Total revenue was $(56.9) million during the fourth quarter of 2024, compared to $14.9 million in the fourth quarter of 2023. The fourth quarter of 2024 was negatively impacted by a $81.3 million reduction in estimated profit share revenues related to business in historic vintages as compared to a $14.3 million reduction in the fourth quarter of 2023.
Gross loss was $63.2 million during the fourth quarter of 2024, compared to gross profit of $9.6 million in the fourth quarter of 2023.
Net loss was $144.4 million during the fourth quarter of 2024, compared to a net loss of $4.8 million in the fourth quarter of 2023. The fourth quarter of 2024 was negatively impacted by the recording of a valuation allowance on our deferred tax assets of $86.1 million, which increased our income tax expense during the period.
Adjusted EBITDA was $(73.1) million during the fourth quarter of 2024, compared to $(2.1) million in the fourth quarter of 2023.

Twelve Months Ended December 31, 2024 Highlights

The Company facilitated 110,652 certified loans during the year ended December 31, 2024, compared to 122,984 certified loans in the prior year.
Total revenue was $24.0 million during the year ended December 31, 2024, compared to $117.5 million in the prior year. The year ended December 31, 2024 was negatively impacted by a $96.1 million reduction in estimated profit share revenues related to business in historic vintages as compared to a $22.8 million reduction in the prior year.
Gross profit was $0.2 million during the year ended December 31, 2024, compared to $95.2 million in the prior year.
Net loss was $135.0 million during the year ended December 31, 2024, compared to net income of $22.1 million in the prior year.
Adjusted EBITDA was $(42.9) million during the year ended December 31, 2024, compared to $50.2 million in the prior year.

Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure is provided in the financial table included at the end of this press release. An explanation of this measure and how it is calculated is also included under the heading “Non-GAAP Financial Measures.”

Fourth Quarter 2024 Impact Related to Profit Share Revenue Change in Estimates
Each quarter, the Company evaluates and updates its profit share revenue forecast and makes adjustments to its profit share revenue and related contract assets accordingly. Following this evaluation, for the fourth quarter of 2024, adjustments attributable to the Company’s profit share revenue forecast resulted in a negative change in estimate of $81.3 million, primarily due to heightened delinquencies and corresponding defaults associated with loans originated in 2021 through 2024.

As discussed below, three factors primarily contributed to this reduction of estimated profit share.

First, there was continued deterioration of the Company’s 2021 and 2022 vintages. These certified loans were generated when used car values reached an all-time high in late 2021, driven by pandemic-related disruptions in the supply chain. The subsequent decline in used car values has increased the likelihood of default on vehicles that are now worth significantly less than their corresponding outstanding loan balances. Adjustments to the forecasted performance of the Company’s 2021 and 2022 vintages accounted for approximately 40% of the Company’s total negative change in estimate for the fourth quarter of 2024.

Second, continued elevated delinquencies and ultimate defaults as a result of broader macroeconomic conditions accounted for approximately 20% of the Company’s total negative change in estimate for the fourth quarter of 2024.

Finally, the Company identified two cohorts of borrowers, borrowers with credit builder tradelines and borrowers with fewer positive tradelines, that caused its 2023 and 2024 vintages to underperform. Adjustments to the forecasted performance of loans to these two cohorts of borrowers accounted for approximately 40% of the Company’s total negative change in estimate for the fourth quarter of 2024.

As a result of the profit share change in estimate adjustment, for the fourth quarter of 2024, the Company reduced its contract assets by $33.7 million and recorded an excess profit share receipts liability of $47.6 million, attributable to the change in its expected profit share revenue. Any future adjustments to the Company’s profit share revenue forecasts, positive or negative, will impact profit share revenue.

First Quarter 2025 Outlook
For the first quarter of 2025, the Company currently expects total certified loans to be between 27,000 and 28,000.

The guidance provided includes forward-looking statements within the meaning of U.S. securities laws. See “Forward-Looking Statements” below.

Board Changes
Jessica Buss will continue to serve as Chairman of the Board but will no longer be a member of the nominating and corporate governance and audit committees of the Board. Thomas Hegge will join the audit committee effective immediately.

Conference Call
Open Lending will host a conference call to discuss the fourth quarter and full year 2024 financial results tomorrow, April 1, 2025, at 8:00 am ET. The conference call will be webcast live from the Company’s investor relations website at https://investors.openlending.com/ under the “Events” section. The conference call can also be accessed live over the phone by dialing (877) 407-4018, or for international callers (201) 689-8471; the conference ID is 13752724. An archive of the webcast will be available at the same location on the website shortly after the call has concluded.

About Open Lending
Open Lending (Nasdaq: LPRO) provides loan analytics, risk-based pricing, risk modeling and default insurance to auto lenders throughout the United States. For over 20 years, we have been empowering financial institutions to create profitable auto loan portfolios with less risk and more reward. For more information, please visit www.openlending.com.

Forward-Looking Statements
This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements related to market trends, consumer behavior and demand for automotive loans, as well as future financial performance under the heading “First Quarter 2025 Outlook” above. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the Company’s control. These forward-looking statements are subject to a number of risks and uncertainties, including general economic, market, political and business conditions; applicable taxes, inflation, tariffs, supply chain disruptions including global hostilities and responses thereto, interest rates and the regulatory environment; the outcome of judicial proceedings to which Open Lending may become a party; and other risks discussed in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2024. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that it currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Non-GAAP Financial Measures
The non-GAAP financial measures included in this press release are financial information that has not been prepared in accordance with GAAP. The Company uses Adjusted EBITDA and Adjusted EBITDA margin internally in analyzing our financial results and believes these measures are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance. The Company believes that the use of non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial results with other companies in our industry, many of which present similar non-GAAP financial measures to investors.

The Company believes these measures provide useful information to investors and others in understanding and evaluating its operating results in the same manner as its management and board of directors. In addition, these measures provide useful measures for period-to-period comparisons of our business, as they remove the effect of certain non-cash items and certain non-recurring variable charges. Adjusted EBITDA is defined as GAAP net income (loss) excluding interest expense, income tax expense, depreciation and amortization expense, and share-based compensation expense. Adjusted EBITDA margin is defined as Adjusted EBITDA expressed as a percentage of total revenue.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measure provided in the financial statement tables included below in this press release.

Investor Relations Contact:
InvestorRelations@openlending.com


OPEN LENDING CORPORATION Consolidated Balance Sheets (Unaudited, in thousands, except share data)

	December 31, 2024			December 31, 2023
Assets
Current assets
Cash and cash equivalents	$	243,164		$	240,206
Restricted cash		10,760			6,463
Accounts receivable, net		5,055			4,616
Current contract assets, net		9,973			28,704
Income tax receivable		3,558			7,035
Other current assets		3,215			2,852
Total current assets		275,725			289,876
Property and equipment, net		729			826
Capitalized software development costs, net		5,386			3,087
Operating lease right-of-use assets, net		3,878			3,990
Contract assets		5,094			610
Deferred tax asset, net		—			70,113
Other assets		5,556			5,535
Total assets	$	296,368		$	374,037
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	953		$	375
Accrued expenses		5,166			8,131
Current portion of debt		7,500			4,688
Third-party claims administration liability		10,797			6,464
Current portion of excess profit share receipts		19,346			—
Other current liabilities		3,490			932
Total current liabilities		47,252			20,590
Long-term debt, net of deferred financing costs		132,217			139,357
Operating lease liabilities		3,273			3,450
Excess profit share receipts		28,210			—
Other liabilities		7,329			5,060
Total liabilities		218,281			168,457
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.01 par value; 10,000,000 shares authorized and none issued and outstanding		—			—
Common stock, $0.01 par value; 550,000,000 shares authorized, 128,198,185 shares issued and 119,350,001 shares outstanding as of December 31, 2024 and 128,198,185 shares issued and 118,819,795 shares outstanding as of December 31, 2023		1,282			1,282
Additional paid-in capital		502,664			502,032
Accumulated deficit		(328,759	)		(193,749	)
Treasury stock at cost, 8,848,184 shares at December 31, 2024 and 9,378,390 at December 31, 2023		(97,100	)		(103,985	)
Total stockholders’ equity	$	78,087		$	205,580
Total liabilities and stockholders’ equity	$	296,368		$	374,037


OPEN LENDING CORPORATION Consolidated Statements of Operations (Unaudited, in thousands, except share data)

	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
Revenue
Program fees	$	13,734		$	13,482		$	57,040		$	64,092
Profit share		(73,160	)		(1,132	)		(43,123	)		43,301
Claims administration and other service fees		2,502			2,589			10,107			10,067
Total revenue		(56,924	)		14,939			24,024			117,460
Cost of services		6,265			5,365			23,855			22,282
Gross profit (loss)		(63,189	)		9,574			169			95,178
Operating expenses
General and administrative		10,549			12,002			43,867			43,043
Selling and marketing		3,958			4,349			17,218			17,485
Research and development		861			1,500			4,462			5,575
Total operating expenses		15,368			17,851			65,547			66,103
Operating income (loss)		(78,557	)		(8,277	)		(65,378	)		29,075
Interest expense		(2,849	)		(2,820	)		(11,317	)		(10,661	)
Interest income		2,812			3,018			12,090			10,335
Other income (expense), net		—			118			—			109
Income (loss) before income taxes		(78,594	)		(7,961	)		(64,605	)		28,858
Income tax expense (benefit)		65,842			(3,119	)		70,405			6,788
Net income (loss)	$	(144,436	)	$	(4,842	)	$	(135,010	)	$	22,070
Net income (loss) per common share
Basic	$	(1.21	)	$	(0.04	)	$	(1.13	)	$	0.18
Diluted	$	(1.21	)	$	(0.04	)	$	(1.13	)	$	0.18
Weighted average common shares outstanding
Basic		119,331,553			119,366,013			119,179,766			120,826,644
Diluted		119,331,553			119,366,013			119,179,766			121,474,880


OPEN LENDING CORPORATION Consolidated Statements of Cash Flows (Unaudited, in thousands)

	Year Ended December 31,
		2024			2023
Cash flows from operating activities
Net income (loss)	$	(135,010	)	$	22,070
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Share-based compensation		8,677			9,492
Depreciation and amortization		1,674			1,159
Amortization of debt issuance costs		427			428
Non-cash operating lease cost		705			620
Deferred income taxes		70,113			(4,985	)
Other		127			15
Changes in assets & liabilities:
Accounts receivable, net		(439	)		1,105
Contract assets, net		14,247			46,116
Excess profit share receipts		47,556			—
Other current and non-current assets		(429	)		(507	)
Accounts payable		578			86
Accrued expenses		(2,473	)		1,183
Income tax receivable, net		4,198			2,699
Operating lease liabilities		(624	)		(561	)
Third-party claims administration liability		4,333			2,409
Other current and non-current liabilities		3,938			1,329
Net cash provided by operating activities		17,598			82,658
Cash flows from investing activities
Purchase of property and equipment		(165	)		(123	)
Capitalized software development costs		(3,731	)		(2,055	)
Net cash used in investing activities		(3,896	)		(2,178	)
Cash flows from financing activities
Payments on term loans		(4,688	)		(3,750	)
Payment of excise tax on shares repurchased		(314	)		—
Shares repurchased		—			(37,322	)
Shares withheld for taxes related to restricted stock units		(1,445	)		(1,258	)
Net cash used in financing activities		(6,447	)		(42,330	)
Net change in cash and cash equivalents and restricted cash		7,255			38,150
Cash and cash equivalents and restricted cash at the beginning of the period		246,669			208,519
Cash and cash equivalents and restricted cash at the end of the period	$	253,924		$	246,669
Supplemental disclosure of cash flow information:
Interest paid	$	12,590		$	10,313
Income tax paid (refunded), net		(3,907	)		9,075
Non-cash investing and financing:
Right-of-use assets obtained in exchange for lease obligations	$	594		$	—
Share-based compensation for capitalized software development		285			88
Capitalized software development costs accrued but not paid		15			248
Accrued excise tax associated with share repurchases		—			314


OPEN LENDING CORPORATION Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited, in thousands)

	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
Net income (loss)	$	(144,436	)	$	(4,842	)	$	(135,010	)	$	22,070
Non-GAAP adjustments:
Interest expense		2,849			2,820			11,317			10,661
Income tax expense (benefit)		65,842			(3,119	)		70,405			6,788
Depreciation and amortization expense		393			335			1,674			1,159
Share-based compensation		2,269			2,666			8,677			9,492
Total adjustments		71,353			2,702			92,073			28,100
Adjusted EBITDA	$	(73,083	)	$	(2,140	)	$	(42,937	)	$	50,170
Total revenue	$	(56,924	)	$	14,939		$	24,024		$	117,460
Adjusted EBITDA margin		128	%	(14		)%	(179		)%		43	%

The MIL Network –

April 1, 2025

MIL-OSI: Wendel completes the acquisition of a controlling stake in Monroe Capital LLC, a transformational transaction in line with its strategic roadmap
Source: GlobeNewswire (MIL-OSI)

Wendel completes the acquisition of a controlling stake in Monroe Capital LLC, a transformational transaction in line with its strategic roadmap
- Wendel’s Asset Management platform now represents c.€34 billion¹ of AuM in private assets and is expected to generate, on a full year basis, c.€160 million² of Fee Related Earnings and c.€185 million of total pre-tax profit in 2025
Wendel (MF-FP) today announced that it has completed the definitive partnership agreement including the acquisition, together with AXA IM Prime, of 75% of Monroe Capital LLC (“Monroe Capital” or “the Company”), and a sponsoring program of $800 million to accelerate Monroe Capital’s growth, and will invest in GP commitment for up to $200 million.

As part of the initial transaction, Wendel has invested $1.13³ billion to acquire 72% of Monroe Capital’s shares (from Monroe Capital management and Bonaccord Capital Partners which owns is a minority interest in Monroe Capital) together with rights to c.20% of the carried interest generated on past and future funds. The sellers will continue to own 25% of the Company post-closing of the initial transaction.

AXA IM Prime, through its GP⁴ Stake strategy, has completed the acquisition alongside Wendel, of a minority equity stake in Monroe Capital. This investment is made in conjunction with Wendel’s acquisition of its majority stake in Monroe Capital and reflects AXA IM Prime’s robust relationship with both managers.

This initial transaction involving 75% of Monroe Capital would be complemented by an earn-out mechanism with a maximum amount of $255 million, subject to Fee Related Earnings (“FRE”) performance thresholds (Max if CAGR above c.26%) in the period, and if achieved would be paid in cash in 2028.

Wendel will have a path to purchase the remaining 25% of Monroe Capital’s shares in subsequent transactions (put / call mechanisms) that would take place in three instalments over 2028 and 2032 and be payable in cash. The purchase of the remaining 25% shares would be valued through variable purchase multiples determined depending on realized FRE growth.

A private credit leader in the U.S. middle market with a demonstrated strong track record across market cycles

Founded in 2004 by Ted Koenig, Monroe Capital provides private credit solutions to borrowers in the U.S. and Canada, managing more than $20⁵ billion of assets across 45+ investment vehicles. Monroe Capital’s strategic verticals are Lower Middle Market Direct Lending, Alternative Credit, Software & Technology, Real Estate, Venture Debt, Independent Sponsor and Middle Market CLOs. Each vertical has demonstrated strong investment performance and offers potential for significant organic growth.

Through December 31, 2024, Monroe Capital has directly originated over 800 transactions, has invested over $47 billion and has earned c.10% gross unlevered IRR⁶ for its directly originated transactions. Monroe Capital’s LP base is very broad and diversified, including public pensions, insurance companies, family offices and high net worth investors from across the globe.

The firm, which is headquartered in Chicago maintains eleven locations. Monroe Capital has grown to a team of over 275 employees, including 115 investment professionals. The firm currently has employees in the United States, South Korea, Australia and United Arab Emirates.

Wendel Third Party Asset Management Platform has reached a meaningful scale alongside its historical Principal Investment activity

Wendel’s ambition is to build a sizeable Asset Management platform managing investments in multiple private asset classes, alongside its historical Principal Investment activity. The development of the third-party Asset Management platform will provide Wendel with recurring and growing cashflows as well as exposure to multiple and high performing asset classes. As a result, Wendel’s dual business model is expected to generate an attractive and recurring return to shareholders.

With IK Partners and Monroe Capital, Wendel’s third party private asset management platform will reach c.€34 billion in AUM⁷, and on a full year basis, c.€ 455 million revenues, c.€160 million pre-tax FRE⁸ (c.€100 million in pre-tax FRE (Wendel share) by 2025 and has the objective to reach €150 million (Wendel share) in pre-tax FRE by 2027 .

This evolution of Wendel’s business model is designed to enable the development, over time, of a value-creating platform with the potential to generate operational synergies.

The third-party Asset Management platform will be developed alongside Wendel’s Principal Investment strategy, with the objective of generating double-digit Total Shareholder Return.

Laurent Mignon, Wendel Group CEO, commented:

“This acquisition marks an important step forward for Wendel’s asset management platform, which we are committed to scaling. Wendel is now becoming an asset manager alongside our decades-long activity as a long-term equity investor. Monroe Capital, founded by Ted Koenig in 2004, is a terrific company that has consistently delivered strong performance across various market cycles in North America, bolstered by a surge in demand for private credit solutions and with the scale to capitalize on the growing opportunity set we see in private credit. Monroe Capital is strategically positioned to capitalize on this increasing demand, attracting both institutional and retail investors. We are thrilled to collaborate with Ted Koenig, Chairman and CEO, Zia Uddin, President, and their talented teams to support their success and their ability to deliver robust financial performance over the coming years.

It will be also a great privilege for Wendel to partner with such a renowned investor as AXA IM Prime. This first partnership with a leading global player such as AXA IM is for us a strong sign of confidence in the model we are building in private asset management.

Wendel is executing its strategic plan with determination, rigor and financial discipline, as demonstrated by this transformational acquisition, while also focusing on premium assets in our principal investment activities. Our transformation to a dual-strategy model is now well-grounded, with top partners in asset management such as IK Partners in private equity and now Monroe Capital in private credit. Our priority for the near future will be to build our platform and to work on the rotation of our Principal Investment assets.

I would like to express my gratitude to the Wendel teams for their unwavering dedication and to the Supervisory Board of Wendel for its constant support in driving this ambitious strategy forward.”

Theodore L. Koenig, Chairman & CEO of Monroe Capital commented:

“”We are proud to finalize our partnership with Wendel and AXA IM Prime, a milestone achievement in our two-decade journey. Together, we are eager to collaborate and align our efforts to deliver exceptional results for our investors and clients worldwide.”

Gilles Dusaintpère, Head of AXA IM Prime GP Stake Investments at AXA IM said: “We are proud and excited to partner with two institutions we know well and to further strengthen our existing relationship with Monroe, a franchise we have been investing with foryears and that we are now happy to accompany as a minority shareholder. Our GP Stake strategy aims to partner with best-in-class private markets players and we look forward to supporting Monroe and its team, alongside Wendel, to help further grow its impressive platform.”

UBS acted as exclusive financial advisor to Wendel and Kirkland & Ellis LLP acted as legal counsel to Wendel. Wendel was also assisted by Fenchurch Advisory for this transaction. Goldman Sachs & Co. LLC acted as exclusive financial advisor to Monroe Capital, and Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal counsel to Monroe Capital.

About Monroe Capital

Monroe Capital LLC (“Monroe”) is a premier asset management firm specializing in private credit markets across various strategies, including direct lending, technology finance, venture debt, alternative credit solutions, structured credit, real estate and equity. Since 2004, the firm has been successfully providing capital solutions to clients in the U.S. and Canada. Monroe prides itself on being a value-added and user-friendly partner to business owners, management, and both private equity and independent sponsors. Monroe’s platform offers a wide variety of investment products for both institutional and high net worth investors with a focus on generating high quality “alpha” returns irrespective of business or economic cycles. The firm is headquartered in Chicago and has 11 locations throughout the United States, Asia and Australia.

Visit our website: http://www.monroecap.com

About AXA IM Prime

Launched in 2022, AXA IM Prime is the Private Markets Enabler and Hedge Funds platform of AXA IM with c. €40 billion of assets under management as at the end of September 2024. It offers global and diversified private market solutions through primaries, secondaries and co-investments across private equity, infrastructure equity, private debt and hedge funds.

As both a principal investor and a General Partner, AXA IM Prime holds a deep understanding of client needs and offers a differentiated, global perspective of the investment world. It aims to create sustainable value for its clients, integrating ESG practices and encouraging ESG best practices within the industry.

Visit our website: https://www.axa-im.com/prime

Agenda

Thursday, April 24, 2025

Q1 2025 Trading update – Publication of NAV as of March 31, 2025 (post-market release)

Thursday, May 15, 2025

Annual General Meeting

Wednesday, July 30, 2025

H1 2025 results – Publication of NAV as of June 30, 2025, and condensed Half-Year consolidated financial statements (post-market release)

Thursday, October 23, 2025

Q3 2025 Trading update – Publication of NAV as of September 30, 2025 (post-market release)

Friday, December 12, 2025

2025 Investor Day

About Wendel

Wendel is one of Europe’s leading listed investment firms. Regarding its principal investment strategy, the Group invests in companies which are leaders in their field, such as ACAMS, Bureau Veritas, Crisis Prevention Institute, Globeducate, IHS Towers, Scalian, Stahl and Tarkett. In 2023, Wendel initiated a strategic shift into third-party asset management of private assets, alongside its historical principal investment activities. In May 2024, Wendel completed the acquisition of a 51% stake in IK Partners, a major step in the deployment of its strategic expansion in third-party private asset management and also announced in October 2024 the acquisition of 75% of Monroe Capital. Pro forma of Monroe Capital, Wendel manages more than 33 billion euros on behalf of third-party investors, and c.7.4 billion euros invested in its principal investments activity.

Wendel is listed on Eurolist by Euronext Paris.

Standard & Poor’s ratings: Long-term: BBB, stable outlook – Short-term: A-2

Wendel is the Founding Sponsor of Centre Pompidou-Metz. In recognition of its long-term patronage of the arts, Wendel received the distinction of “Grand Mécène de la Culture” in 2012.

For more information: wendelgroup.com

Follow us on LinkedIn @Wendel

1 As of December 2024

2 c.€100m of FRE expected in 2025, Wendel share. EURUSD @ 1.05

3 This amount includes usual closing adjustments

4 General Partner

5 Committed and managed capital (as of December 31, 2024)

6 Across fully exited companies

7 As of December 2024

8 EURUSD @1.05

Attachment
- Wendel_Monroe_Closing_March 31_2025_ENG
The MIL Network –
April 1, 2025

Investor Relations Contact:	Jay Staley (501) 906-7842
Media Contact:	Michelle Rossow (501) 906-3922

Category: Finance

Union Home Minister and Minister of Cooperation, Shri Amit Shah says our relentless hunt against the drug trade continuesIn line with the Modi government’s zero tolerance against drugs, a major narco-network busted in Delhi-NCR

Union Home Minister and Minister of Cooperation, Shri Amit Shah says our relentless hunt against the drug trade continues

In line with the Modi government’s zero tolerance against drugs, a major narco-network busted in Delhi-NCR