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MIL-OSI: PDF Solutions® Announces First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

SANTA CLARA, Calif., May 08, 2025 (GLOBE NEWSWIRE) — PDF Solutions, Inc. (Nasdaq: PDFS), a leading provider of comprehensive data solutions for the semiconductor and electronics ecosystem, today announced financial results for its first quarter ended March 31, 2025.

Financial Highlights of First Quarter 2025

Quarterly total revenues of $47.8 million, up 16% over last year’s comparable quarter
Quarterly analytics revenue of $42.5 million, up 10% over last year’s comparable quarter
GAAP gross margin of 73% and non-GAAP gross margin of 77%
GAAP diluted loss per share of ($0.08) and non-GAAP diluted earnings per share of $0.21
Backlog of $226.7 million as of March 31, 2025
Completed acquisition of SecureWise LLC, a widely-used, secure, remote connectivity solution in the semiconductor manufacturing equipment industry, during the first quarter of 2025, financed using a combination of new bank debt of $70.0 million and cash on hand

Total revenues for the first quarter of 2025 were $47.8 million, compared to $50.1 million for the fourth quarter of 2024 and $41.3 million for the first quarter of 2024. Analytics revenue for the first quarter of 2025 was $42.5 million, compared to $47.9 million for the fourth quarter of 2024 and $38.5 million for the first quarter of 2024. Integrated Yield Ramp revenue for the first quarter of 2025 was $5.3 million, compared to $2.2 million for the fourth quarter of 2024 and $2.8 million for the first quarter of 2024.

GAAP gross margin for the first quarter of 2025 was 73%, compared to 68% for the fourth quarter of 2024 and 67% for the first quarter of 2024.

Non-GAAP gross margin for the first quarter of 2025 was 77%, compared to 72% for the fourth quarter of 2024 and 72% for the first quarter of 2024.

On a GAAP basis, net loss for the first quarter of 2025 was $3.0 million, or ($0.08) per diluted share, compared to net income of $0.5 million, or $0.01 per diluted share, for the fourth quarter of 2024, and net loss of $0.4 million, or ($0.01) per diluted share, for the first quarter of 2024.

Non-GAAP net income for the first quarter of 2025 was $8.1 million, or $0.21 per diluted share, compared to non-GAAP net income of $9.9 million, or $0.25 per diluted share, for the fourth quarter of 2024, and non-GAAP net income of $5.7 million, or $0.15 per diluted share, for the first quarter of 2024.

Financial Outlook

“The first quarter of 2025 saw strong customer activity and platform development, driven by AI-driven digitization. Sapience Manufacturing Hub saw record bookings, and we acquired secureWISE to enhance supply chain collaboration. Our platform – spanning analytics, AI/Model Ops, enterprise connectivity, and supply chain tools – empowers customers to handle today’s complex manufacturing and testing environments and data requirements. With a strong portfolio and momentum, we reaffirm our 21-23% annual revenue growth prior guidance range for this year,” said John Kibarian, CEO and President.

Conference Call

As previously announced, PDF Solutions will discuss these results on a live conference call beginning at 2:00 p.m. Pacific Time / 5:00 p.m. Eastern Time today. To participate on the live call, analysts and investors should pre-register at: https://register-conf.media-server.com/register/BI6d53831ac55c4a1ab7f4514ab0ec41ca. Registrants will receive dial-in information and a unique passcode to access the call. We encourage participants to dial into the call ten minutes ahead of the scheduled time. The teleconference will also be webcast simultaneously on the Company’s website at https://ir.pdf.com/webcasts. A replay of the conference call webcast will be available after the call on the Company’s investor relations website. A copy of this press release, including the disclosure and reconciliation of certain non-GAAP financial measures to the comparable GAAP measures, which non-GAAP measures may be used periodically by PDF Solutions’ management when discussing financial results with investors and analysts, will also be available on PDF Solutions’ website at http://www.pdf.com/press-releases following the date of this release.

First Quarter 2025 Financial Commentary Available Online

A Management Report reviewing the Company’s first quarter 2025 financial results will be furnished to the Securities and Exchange Commission on Form 8-K and published on the Company’s website at http://ir.pdf.com/financial-reports. Analysts and investors are encouraged to review this commentary prior to participating in the conference call.

Information Regarding Use of Non-GAAP Financial Measures

In addition to providing results that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”), PDF Solutions also provides certain non-GAAP financial measures. Non-GAAP gross profit and margin exclude stock-based compensation expense and the amortization of acquired technology under costs of revenues. Non-GAAP net income excludes stock-based compensation expense, amortization of acquired technology under costs of revenues, amortization of other acquired intangible assets, amortization of debt issuance costs and the effects of certain non-recurring items, such as expenses for certain legal proceedings, non-recurring legal, finance, integration and other costs, loss on damaged equipment in-transit, and their related income tax effects, as applicable, as well as adjustments for the valuation allowance for deferred tax assets and reconciling items. These non-GAAP financial measures are used by management internally to measure the Company’s profitability and performance. PDF Solutions’ management believes that these non-GAAP measures provide useful supplemental information to investors regarding the Company’s ongoing operations in light of the fact that none of these categories of expense and income has a current effect on the future uses of cash (with the exception of expenses related to certain legal proceedings and non-recurring legal, finance, integration and other costs) nor do they impact the generation of current or future revenues. These non-GAAP results should not be considered an alternative to, or a substitute for, GAAP financial information, and may differ from similarly titled non-GAAP measures used by other companies. In particular, these non-GAAP financial measures are not a substitute for GAAP measures of income or loss as a measure of performance, or to cash flows from operating, investing and financing activities as a measure of liquidity. Since management uses these non-GAAP financial measures internally to measure profitability and performance, PDF Solutions has included these non-GAAP measures to give investors an opportunity to see the Company’s financial results as viewed by management. A reconciliation of the comparable GAAP financial measures to the non-GAAP financial measures is provided at the end of the Company’s condensed consolidated financial statements presented below.

About PDF Solutions

PDF Solutions (Nasdaq: PDFS) provides comprehensive data solutions designed to empower organizations across the semiconductor and electronics industry ecosystems to improve the yield and quality of their products and operational efficiency for increased profitability. The Company’s products and services are used by Fortune 500 companies across the semiconductor ecosystem to achieve smart manufacturing goals by connecting and controlling equipment, collecting data generated during manufacturing and test operations, and performing advanced analytics and machine learning to enable profitable, high-volume manufacturing.

Founded in 1991, PDF Solutions is headquartered in Santa Clara, California, with operations across North America, Europe, and Asia. The Company (directly or through one or more subsidiaries) is an active member of SEMI, INEMI, TPCA, IPC, the OPC Foundation, and DMDII. For the latest news and information about PDF Solutions or to find office locations, visit https://www.pdf.com/.

PDF Solutions and the PDF Solutions logo are trademarks or registered trademarks of PDF Solutions, Inc. or its subsidiaries.

Forward-Looking Statements

This press release and the planned conference call include forward-looking statements regarding the Company’s future expected business performance and financial results, including expectations about total revenue growth for 2025 and other statements identified by words such as “could,” “expects,” “intends,” “may,” “plans,” “potential,” “should,” “will,” “would,” or similar expressions and the negatives of those terms, that are subject to future events and circumstances. Other than statements of historical fact, all statements contained in this press release and the planned conference call are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those expressed in these forward-looking statements. Risks and uncertainties that could cause results to differ materially include risks associated with: the effectiveness of the Company’s business and technology strategies; current semiconductor industry trends and competition; rates of adoption of the Company’s solutions by new and existing customers; project milestones or delays and performance criteria achieved; cost and schedule of new product development and investments in research and development; the continuing impact of macroeconomic conditions, including inflation, changing interest rates and tariffs, the evolving trade regulatory environment and geopolitical tensions, and other trends impacting the semiconductor industry, the Company’s customers, operations, and supply and demand for its products; supply chain disruptions; the success of the Company’s strategic growth opportunities and partnerships; recent and future acquisitions, strategic alliances and relationships and the Company’s ability to successfully integrate acquired businesses and technologies; whether the Company can successfully convert backlog into revenue; customers’ production volumes under contracts that provide Gainshare; the sufficiency of the Company’s cash resources and anticipated funds from operations; the Company’s ability to obtain additional financing if needed and its ability to use support and updates for certain open-source software; and other risks and uncertainties discussed in PDF Solutions’ periodic public filings with the Securities and Exchange Commission, including, without limitation, its Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K and any amendments to such reports. All forward-looking statements made in this press release and the conference call are made as of the date hereof, and PDF Solutions does not assume any obligation to update such statements nor the reasons why actual results could differ materially from those projected in such statements.

PDF SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands)


	March 31,			December 31,
	2025			2024

ASSETS
Current assets:
Cash and cash equivalents	$	43,734		$	90,594
Short-term investments		10,415			24,291
Accounts receivable, net		63,676			73,649
Prepaid expenses and other current assets		22,800			17,445
Total current assets		140,625			205,979
Property and equipment, net		56,564			48,465
Operating lease right-of-use assets, net		3,661			4,029
Goodwill		96,645			14,953
Intangible assets, net		58,357			12,307
Deferred tax assets, net		215			43
Other non-current assets		33,905			29,513
Total assets	$	389,972		$	315,289

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	9,394		$	8,255
Accrued compensation and related benefits		10,902			16,855
Accrued and other current liabilities		13,037			8,752
Operating lease liabilities ‒ current portion		1,591			1,675
Deferred revenues ‒ current portion		27,131			25,005
Current portion of long-term debt, net		2,240			—
Total current liabilities		64,295			60,542
Long-term income taxes		2,932			2,915
Non-current operating lease liabilities		3,154			3,504
Long-term debt, net		66,416			—
Other non-current liabilities		4,195			2,291
Total liabilities		140,992			69,252

Stockholders’ equity:
Common stock and additional paid-in capital		511,751			502,908
Treasury stock, at cost		(162,672	)		(159,352	)
Accumulated deficit		(97,020	)		(93,988	)
Accumulated other comprehensive loss		(3,079	)		(3,531	)
Total stockholders’ equity		248,980			246,037
Total liabilities and stockholders’ equity	$	389,972		$	315,289

PDF SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except per share amounts)


	Three months ended
	March 31,			December 31,			March 31,
	2025 (1)			2024			2024

Revenues:
Analytics	$	42,471		$	47,926		$	38,463
Integrated yield ramp		5,307			2,159			2,847
Total revenues		47,778			50,085			41,310

Costs and Expenses:
Costs of revenues		12,955			15,901			13,529
Research and development		14,628			14,417			12,984
Selling, general, and administrative		23,372			19,073			16,498
Amortization of acquired intangible assets		378			182			259
Income (loss) from operations		(3,555	)		512			(1,960	)
Interest expense		(311	)		—			—
Other income (expense), net		870			962			1,692
Income before income tax expense		(2,996	)		1,474			(268	)
Income tax expense		(36	)		(935	)		(125	)
Net income (loss)	$	(3,032	)	$	539		$	(393	)

Net income (loss) per share:
Basic	$	(0.08	)	$	0.01		$	(0.01	)
Diluted	$	(0.08	)	$	0.01		$	(0.01	)

Weighted average common shares used to calculate net income (loss) per share:
Basic		39,088			38,783			38,500
Diluted		39,088			39,104			38,500

(1) Analytics Revenue includes revenue from SecureWise LLC, a wholly owned subsidiary we acquired in March 2025.

PDF SOLUTIONS, INC.
RECONCILIATION OF GAAP GROSS MARGIN TO NON-GAAP GROSS MARGIN (UNAUDITED)
(In thousands)


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

GAAP
Total revenues	$	47,778		$	50,085		$	41,310
Costs of revenues		12,955			15,901			13,529
GAAP gross profit	$	34,823		$	34,184		$	27,781
GAAP gross margin		73	%		68	%		67	%

Non-GAAP
GAAP gross profit	$	34,823		$	34,184		$	27,781
Adjustments to reconcile GAAP to non-GAAP gross margin:
Stock-based compensation expense		1,342			1,336			1,200
Amortization of acquired technology		678			583			584
Non-GAAP gross profit	$	36,843		$	36,103		$	29,565
Non-GAAP gross margin		77	%		72	%		72	%

PDF SOLUTIONS, INC.
RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP NET INCOME (UNAUDITED)
(In thousands, except per share amounts)


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

GAAP net income (loss)	$	(3,032	)	$	539	$	(393	)
Adjustments to reconcile GAAP net income (loss) to non-GAAP net income:
Stock-based compensation expense		6,596			6,507		6,110
Amortization of acquired technology under costs of revenues		678			583		584
Amortization of other acquired intangible assets		378			182		259
Expenses for certain legal proceedings (1)		115			69		—
Non-recurring legal, finance, integration and other costs		4,345			940		—
Loss on damaged equipment in-transit		—			663		—
Amortization of debt issuance costs		5			—		—
Tax impact of valuation allowance for deferred tax assets and reconciling items (2)		(970	)		375		(813	)
Non-GAAP net income	$	8,115		$	9,858	$	5,747

GAAP net income (loss) per diluted share	$	(0.08	)	$	0.01	$	(0.01	)
Non-GAAP net income per diluted share	$	0.21		$	0.25	$	0.15

Weighted average common shares used in GAAP net income (loss) per diluted share calculation		39,088			39,104		38,500
Weighted average common shares used in non-GAAP net income per diluted share calculation		39,285			39,104		39,053

(1) Represents legal costs and expenses related to certain litigation and an arbitration proceeding, which are expected to continue until these matters are resolved.

(2) The difference between the GAAP and non-GAAP income tax provisions is primarily due to the valuation allowance on a GAAP basis and non-GAAP adjustments. For example, on a GAAP basis, the Company does not receive a deferred tax benefit for foreign tax credits or research and development credits after the valuation allowance. The Company’s non-GAAP tax rate and resulting non-GAAP tax expense is not calculated with a full U.S. federal or state valuation allowance due to the Company’s cumulative non-GAAP income and management’s conclusion that it is more likely than not to utilize its net deferred tax assets (DTAs). Each reporting period, management evaluates the need for a valuation allowance and may place a valuation allowance against its U.S. net DTAs on a non-GAAP basis if it concludes it is more likely than not that it will not be able to utilize some or all of its U.S. DTAs on a non-GAAP basis.


Company Contacts:
Adnan Raza		Sonia Segovia
Chief Financial Officer		Investor Relations
Tel: (408) 516-0237		Tel: (408) 938-6491
Email: adnan.raza@pdf.com		Email: sonia.segovia@pdf.com

The MIL Network –

May 9, 2025

MIL-OSI: Prospect Capital Announces Financial Results for Fiscal March 2025 Quarter

Source: GlobeNewswire (MIL-OSI)

NEW YORK, May 08, 2025 (GLOBE NEWSWIRE) — Prospect Capital Corporation (NASDAQ: PSEC) (“Prospect”, “our”, or “we”) today announced financial results for our fiscal quarter ended March 31, 2025.

FINANCIAL RESULTS

All amounts in $000’s except per share amounts (on weighted average basis for period numbers)	Quarter Ended March 31, 2025	Quarter Ended December 31, 2024	Quarter Ended March 31, 2024

Net Investment Income (“NII”)	$83,489	$86,431	$94,375
NII per Common Share	$0.19	$0.20	$0.23
Interest as % of Total Investment Income	93.3%	91.0%	91.0%

Net Income (Loss) Applicable to Common Shareholders	$(171,331)	$(30,993)	$113,891
Net Income (Loss) per Common Share	$(0.39)	$(0.07)	$0.27

Distributions to Common Shareholders	$59,966	$65,554	$74,685
Distributions per Common Share	$0.135	$0.15	$0.18
Cumulative Paid and Declared Distributions to Common Shareholders⁽¹⁾	$4,527,079	$4,445,060	$4,263,149
Cumulative Paid and Declared Distributions per Common Share⁽¹⁾	$21.57	$21.39	$21.00
Multiple of Net Asset Value (“NAV”) per Common Share⁽¹⁾	3.0x	2.7x	2.3x

Total Assets	$6,996,312	$7,234,855	$7,905,794
Total Liabilities	$2,118,522	$2,164,305	$2,603,811
Preferred Stock	$1,632,426	$1,630,514	$1,559,764
Net Asset Value (“NAV”) to Common Shareholders	$3,245,364	$3,440,036	$3,742,219
NAV per Common Share	$7.25	$7.84	$8.99

Balance Sheet Cash + Undrawn Revolving Credit Facility Commitments	$1,716,035	$1,879,738	$1,101,604

Net of Cash Debt to Total Assets	28.7%	28.1%	31.2%
Net of Cash Debt to Equity Ratio⁽²⁾	40.8%	39.8%	46.2%
Net of Cash Asset Coverage of Debt Ratio⁽²⁾	345%	351%	316%

Unsecured Debt + Preferred Equity as % of Total Debt + Preferred Equity	87.5%	91.9%	77.7%
Unsecured and Non-Recourse Debt as % of Total Debt	100.0%	100.0%	100.0%

⁽¹⁾	Declared dividends are through the August 2025 distribution. May through August 2025 distributions are estimated based on shares outstanding as of 5/7/2025.
⁽²⁾	Including our preferred stock as equity.

CASH COMMON SHAREHOLDER DISTRIBUTION DECLARATION

Prospect is declaring distributions to common shareholders as follows:

Monthly Cash Common Shareholder Distribution	Record Date	Payment Date	Amount ($ per share)
May 2025	5/28/2025	6/18/2025	$0.0450
June 2025	6/26/2025	7/22/2025	$0.0450
July 2025	7/29/2025	8/20/2025	$0.0450
August 2025	8/27/2025	9/18/2025	$0.0450

Prospect expects to declare September 2025 and October 2025 distributions to common shareholders in August 2025.

Taking into account past distributions and our current share count for declared distributions, since inception through our April 2025 declared distribution, Prospect will have distributed $21.57 per share to original common shareholders, representing 3.0 times March 2025 common NAV per share, aggregating $4.5 billion in cumulative distributions to all common shareholders.

Since Prospect’s initial public offering in July 2004 through March 31, 2025, Prospect has invested over $21 billion across over 450 investments, exiting over 325 of these investments.

Since Prospect’s initial public offering in July 2004 through March 31,2025, Prospect’s exited investments resulted in an investment level realized gross internal rate of return (“IRR”) of approximately 13% (based on total capital invested and of approximately $11.8 billion and total proceeds from such exited investments of approximately $14.9 billion).

Drivers focused on optimizing our business include: (1) rotation of assets into and increased focus on our core business of first lien senior secured middle market loans (with our first lien mix increasing 60 basis points from the prior quarter and 650 basis points from the prior year), including sometimes with selected equity investments, (2) continued amortization of our already significantly reduced subordinated structured notes portfolio (now down to 4.2% of total assets), (3) prudent exits of equity linked assets (including real estate properties and corporate investments, with an additional real estate property exit this past quarter), (4) enhancement of portfolio company operating performance, and (5) greater utilization of our cost efficient revolving floating rate credit facility (which significantly matches with our majority floating rate assets).

In our middle market lending strategy, we continued our focus on first lien senior secured loans during the quarter, with such investments totaling $149 million of our $196 million of originations during the quarter. Investments during the quarter included our new platform investment in Taos Footwear Holdings, LLC, a leading innovative footwear brand with a two decade history, and other follow-on investments in existing portfolio companies to support acquisitions, working capital needs, organic growth initiatives, and other objectives.

Our subordinated structured notes portfolio as of March 31, 2025 represented 4.2% of our investment portfolio, a reduction of 310 basis points from 7.3% as of March 31, 2024. Since the inception of this strategy in 2011 and through March 31, 2025, we have exited 15 subordinated structured note investments that have earned an unlevered investment level gross cash internal rate of return (“IRR”) of 12.1% and cash on cash multiple of 1.3 times. The remaining subordinated structured notes portfolio had a trailing twelve month average cash yield of 30.2% and an annualized GAAP yield of 4.4% (in each case as of March 31, 2025, based on fair value, and excluding investments being redeemed), with the difference between cash yield and GAAP yield representing amortization of our cost basis.

In our real estate property portfolio at National Property REIT Corp. (“NPRC”), since the inception of this strategy in 2012 and through March 31, 2025, we have exited 52 property investments (including one exit in the March 2025 quarter) that have earned an unlevered investment-level gross cash IRR of 24.0% and cash on cash multiple of 2.4 times. The remaining real estate property portfolio included 58 properties and paid us an income yield of 4.5% for the quarter ended March 31, 2025. Our aggregate investment in NPRC had a $460 million unrealized gain as of March 31, 2025.

Our senior management team and employees own 28.8% of all common shares outstanding (an increase of 240 basis points since June 30, 2024) or $0.9 billion of our common equity as measured at NAV.

PORTFOLIO UPDATE AND INVESTMENT ACTIVITY

All amounts in $000’s except per unit amounts	As of March 31, 2025	As of December 31, 2024	As of March 31, 2024

Total Investments (at fair value)	$6,901,364	$7,132,928	$7,806,712
Number of Portfolio Companies	114	114	122
Number of Industries	33	33	36

First Lien Debt	65.5%	64.9%	59.0%
Second Lien Debt	10.5%	10.2%	14.6%
Subordinated Structured Notes	4.2%	5.8%	7.3%
Unsecured Debt	0.1%	0.1%	0.1%
Equity Investments	19.7%	19.0%	19.0%
Mix of Investments with Underlying Collateral Security	80.2%	80.9%	80.9%

Annualized Current Yield – All Investments	9.2%	9.1%	9.7%
Annualized Current Yield – Performing Interest Bearing Investments	11.5%	11.2%	12.1%

Non-Accrual Loans as % of Total Assets ⁽¹⁾	0.6%	0.4%	0.4%

Middle-Market Loan Portfolio Company Weighted Average EBITDA⁽²⁾	$97,732	$101,418	$107,796
Middle-Market Loan Portfolio Company Weighted Average Net Leverage Ratio⁽²⁾	5.6x	5.6x	5.1x

⁽¹⁾	Calculated at fair value.
⁽²⁾	For additional disclosure see “Middle-Market Loan Portfolio Company Weighted Average EBITDA and Net Leverage” at the end of the release.

During the June 2025 (to date), March 2025, and December 2024 quarters, investment originations (including follow on investments in existing portfolio companies) and repayments were as follows:

All amounts in $000’s	Quarter Ended	Quarter Ended	Quarter Ended
All amounts in $000’s	June 30, 2025 (to date)	March 31, 2025	December 31, 2024

Total Originations	$65,577	$196,144	$134,956

Middle-Market Lending	75.5%	81.0%	67.7%
Middle-Market Lending / Buyouts	—%	4.9%	14.5%
Real Estate	21.3%	14.1%	17.8%
Subordinated Structured Notes	—%	—%	—%

Total Repayments and Sales	$20,348	$191,656	$383,363

Originations, Net of Repayments and Sales	$45,229	$4,488	$(248,407)

For additional disclosure see “Primary Origination Strategies” at the end of this release. Totals may not add to 100% given there are other smaller and non-core investment strategies.

CAPITAL AND LIQUIDITY

Our multi-year, long-term laddered and diversified historical funding profile has included a $2.1 billion revolving credit facility (aggregate commitments with 48 current lenders), program notes, institutional bonds, convertible bonds, listed preferred stock, and program preferred stock. We have retired multiple upcoming maturities and, after successfully retiring our $156.2M convertible bond maturity in March 2025 (utilizing existing liquidity on hand), have just $2.4M remaining of debt maturing during calendar year 2025.

On April 9, 2025, we commenced a tender offer to purchase for cash any and all of the $342.9 million aggregate principal amount of our outstanding 3.706% Notes due 2026 (the “2026 Notes”) at a purchase price of $990.00 for each $1,000 principal, plus accrued and unpaid interest. On April 22, 2025, $135.7 million was validly tendered and accepted, representing 39.6% of the outstanding notes. Approximately $207.2 million aggregate principal amount of the 2026 Notes remain outstanding.

Our total unfunded eligible commitments to portfolio companies totals approximately $43 million, of which $17 million are considered at our sole discretion, representing 0.6% and 0.2% of our total assets as of March 31, 2025, respectively.

	As of	As of
All amounts in $000’s	March 31, 2025	December 31, 2024
Net of Cash Debt to Total Assets Ratio	28.7%	28.1%
Net of Cash Debt to Equity Ratio⁽¹⁾	40.8%	39.8%
% of Interest-Bearing Assets at Floating Rates	77.5%	79.8%
Unsecured Debt + Preferred Equity as % of Total Debt + Preferred Equity	87.5%	91.9%

Balance Sheet Cash + Undrawn Revolving Credit Facility Commitments	$1,716,035	$1,879,738

Unencumbered Assets	$4,440,135	$4,763,601
% of Total Assets	63.5%	65.8%

⁽¹⁾	Including our preferred stock as equity.

The below table summarizes our March 2025 quarter term debt issuance and repurchase/repayment activity:

All amounts in $000’s	Principal	Coupon	Maturity
Debt Issuances
Prospect Capital InterNotes^®	$2,366	7.00% – 7.50%	March 2028 – April 2030
Total Debt Issuances	$2,366

Debt Repurchases/Repayments
Prospect Capital InterNotes^®	$3,302	2.50% – 5.50%	February 2025 – March 2052
2026 Notes	$33,325	3.706%	January 2026
2025 Notes	$156,168	6.375%	March 2025
Total Debt Repurchases/Repayments	$192,795

Net Debt Repurchases/Repayments	$(190,429)

We currently have three separate unsecured debt issuances aggregating approximately $0.8 billion outstanding, not including our program notes, with laddered maturities extending through October 2028. At March 31, 2025, $643 million of program notes were outstanding with laddered maturities through March 2052.

At March 31, 2025 our weighted average cost of unsecured debt financing was 4.33%, a decrease of 0.16% from December 31, 2024, and an increase of 0.19% from March 31, 2024.

We have raised significant capital from our existing $2.25 billion perpetual preferred stock offering programs. The preferred stock provides Prospect with a diversified source of programmatic capital without creating scheduled maturity risk due to the perpetual term of multiple preferred tranches.

DIVIDEND REINVESTMENT PLAN

We have adopted a dividend reinvestment plan (also known as our “DRIP”) that provides for reinvestment of our distributions on behalf of our shareholders, unless a shareholder elects to receive cash. On April 17, 2020, our board of directors approved amendments to the Company’s DRIP, effective May 21, 2020. These amendments principally provide for the number of newly-issued shares pursuant to the DRIP to be determined by dividing (i) the total dollar amount of the distribution payable by (ii) 95% of the closing market price per share of our stock on the valuation date of the distribution (providing a 5% discount to the market price of our common stock), a benefit to shareholders who participate. HOW TO PARTICIPATE IN OUR DIVIDEND REINVESTMENT PLAN

Shares held with a broker or financial institution

Many shareholders have been automatically “opted out” of our DRIP by their brokers. Even if you have elected to automatically reinvest your PSEC stock with your broker, your broker may have “opted out” of our DRIP (which utilizes DTC’s dividend reinvestment service), and you may therefore not be receiving the 5% pricing discount. Shareholders interested in participating in our DRIP to receive the 5% discount should contact their brokers to make sure each such DRIP participation election has been made through DTC. In making such DRIP election, each shareholder should specify to one’s broker the desire to participate in the “Prospect Capital Corporation DRIP through DTC” that issues shares based on 95% of the market price (a 5% discount to the market price) and not the broker’s own “synthetic DRIP” plan (if any) that offers no such discount. Each shareholder should not assume one’s broker will automatically place such shareholder in our DRIP through DTC. Each shareholder will need to make this election proactively with one’s broker or risk not receiving the 5% discount. Each shareholder may also consult with a representative of such shareholder’s broker to request that the number of shares the shareholder wishes to enroll in our DRIP be re-registered by the broker in the shareholder’s own name as record owner in order to participate directly in our DRIP.

Shares registered directly with our transfer agent

If a shareholder holds shares registered in the shareholder’s own name with our transfer agent (less than 0.1% of our shareholders hold shares this way) and wants to make a change to how the shareholder receives dividends, please contact our plan administrator, Equiniti Trust Company, LLC by calling (888) 888-0313 or by mailing Equiniti Trust Company LLC, PO Box 10027, Newark, New Jersey 07101.

EARNINGS CONFERENCE CALL

Prospect will host an earnings call on Friday, May 9, 2025 at 9:00 a.m. Eastern Time. Dial 888-338-7333. For a replay after May 9, 2025 visit www.prospectstreet.com or call 877-344-7529 with passcode 7141044.


PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (in thousands, except share and per share data)

	March 31, 2025			June 30, 2024
	(Unaudited)			(Audited)
Assets
Investments at fair value:
Control investments (amortized cost of $3,339,028 and $3,280,415, respectively)	$	3,702,161		$	3,872,575
Affiliate investments (amortized cost of $11,735 and $11,594, respectively)		22,693			18,069
Non-control/non-affiliate investments (amortized cost of $3,604,248 and $4,155,165, respectively)		3,176,510			3,827,599
Total investments at fair value (amortized cost of $6,955,011 and $7,447,174, respectively)		6,901,364			7,718,243
Cash and cash equivalents (restricted cash of $2,300 and $3,974, respectively)		54,498			85,872
Receivables for:
Interest, net		16,176			26,936
Other		1,910			1,091
Deferred financing costs on Revolving Credit Facility		20,018			22,975
Prepaid expenses		1,576			1,162
Due from broker		715			734
Due from Affiliate		55			79
Total Assets		6,996,312			7,857,092
Liabilities
Revolving Credit Facility		459,963			794,796
Public Notes (less unamortized discount and debt issuance costs of $8,841 and $12,433, respectively)		934,106			987,567
Prospect Capital InterNotes® (less unamortized debt issuance costs of $8,975 and $7,999, respectively)		633,923			496,029
Convertible Notes (less unamortized debt issuance costs of $0 and $649, respectively)		—			155,519
Due to Prospect Capital Management		39,781			58,624
Interest payable		21,709			21,294
Dividends payable		20,460			25,804
Accrued expenses		3,674			3,591
Due to Prospect Administration		2,809			5,433
Due to broker		1,748			10,272
Other liabilities		349			242
Total Liabilities		2,118,522			2,559,171
Commitments and Contingencies
Preferred Stock, par value $0.001 per share (847,900,000 and 647,900,000 shares of preferred stock authorized, with 80,000,000 and 80,000,000 as Series A1, 80,000,000 and 80,000,000 as Series M1, 80,000,000 and 80,000,000 as Series M2, 20,000,000 and 20,000,000 as Series AA1, 20,000,000 and 20,000,000 as Series MM1, 1,000,000 and 1,000,000 as Series A2, 6,900,000 and 6,900,000 as Series A, 80,000,000 and 80,000,000 as Series A3, 80,000,000 and 80,000,000 as Series M3, 90,000,000 and 80,000,000 as Series A4, 90,000,000 and 80,000,000 as Series M4, 20,000,000 and 20,000,000 as Series AA2, 20,000,000 and 20,000,000 as Series MM2, 90,000,000 and 0 as Series A5, and 90,000,000 and 0 as Series M5, each as of March 31, 2025 and June 30, 2024; 27,423,137 and 28,932,457 Series A1 shares issued and outstanding, 1,226,738 and 1,788,851 Series M1 shares issued and outstanding, 0 and 0 Series M2 shares issued and outstanding, 0 and 0 Series AA1 shares issued and outstanding, 0 and 0 Series MM1 shares issued and outstanding, 163,000 and 164,000 Series A2 shares issued and outstanding, 5,251,157 and 5,251,157 Series A shares issued and outstanding, 24,283,306 and 24,810,648 Series A3 shares issued and outstanding, 2,321,362 and 3,351,101 Series M3 shares issued and outstanding, 2,208,613 and 1,401,747 Series M4 shares issued and outstanding, 6,982,590 and 3,766,166 Series A4 issued and outstanding, 0 and 0 Series AA2 shares issued and outstanding, 0 and 0 Series MM2 shares issued and outstanding, 1,029,762 and 0 Series A5 issued and outstanding, and 193,289 and 0 Series M5 issued and outstanding as of March 31, 2025 and June 30, 2024, respectively) at carrying value plus cumulative accrued and unpaid dividends		1,632,426			1,586,188
Net Assets Applicable to Common Shares	$	3,245,364		$	3,711,733
Components of Net Assets Applicable to Common Shares and Net Assets, respectively
Common stock, par value $0.001 per share (1,152,100,000 and 1,352,100,000 common shares authorized; 447,344,378 and 424,846,963 issued and outstanding, respectively)		447			425
Paid-in capital in excess of par		4,304,253			4,208,607
Distributions in excess of earnings		(1,059,336	)		(497,299	)
Net Assets Applicable to Common Shares	$	3,245,364		$	3,711,733
Net Asset Value Per Common Share	$	7.25		$	8.74


PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) (Unaudited)

	Three Months Ended March 31,						Nine Months Ended March 31,
		2025			2024			2025			2024
Investment Income
Interest income (excluding payment-in-kind (“PIK”) interest income):
Control investments	$	60,584		$	47,295		$	170,352		$	138,111
Non-control/non-affiliate investments		75,874			97,665			257,943			309,770
Structured credit securities		3,272			4,748			11,505			30,317
Total interest income (excluding PIK interest income)		139,730			149,708			439,800			478,198
PIK interest income:
Control investments		8,915			21,210			42,509			72,161
Non-control/non-affiliate investments		10,611			13,014			30,360			30,651
Total PIK Interest Income		19,526			34,224			72,869			102,812
Total interest income		159,256			183,932			512,669			581,010
Dividend income:
Control investments		4,387			510			8,774			737
Affiliate investments		—			—			141			1,307
Non-control/non-affiliate investments		3,366			1,469			8,209			4,334
Total dividend income		7,753			1,979			17,124			6,378
Other income:
Control investments		416			14,192			15,799			55,553
Non-control/non-affiliate investments		3,291			2,112			6,898			6,461
Total other income		3,707			16,304			22,697			62,014
Total Investment Income		170,716			202,215			552,490			649,402
Operating Expenses
Base management fee		35,578			39,218			111,253			117,594
Income incentive fee		4,207			17,390			33,519			61,332
Interest and credit facility expenses		36,151			39,841			113,890			120,478
Allocation of overhead from Prospect Administration		5,318			5,708			16,734			20,073
Audit, compliance and tax related fees		583			583			2,383			2,079
Directors’ fees		150			150			450			416
Other general and administrative expenses		5,240			4,950			14,464			10,516
Total Operating Expenses		87,227			107,840			292,693			332,488
Net Investment Income		83,489			94,375			259,797			316,914
Net Realized and Net Change in Unrealized Gains (Losses) from Investments
Net realized gains (losses)
Control investments		4			1,186			6,374			1,039
Non-control/non-affiliate investments		(63,184	)		(70,949	)		(216,577	)		(278,168	)
Net realized gains (losses)		(63,180	)		(69,763	)		(210,203	)		(277,129	)
Net change in unrealized gains (losses)
Control investments		(73,292	)		125,827			(217,121	)		8,592
Affiliate investments		2,481			(487	)		4,483			2,101
Non-control/non-affiliate investments		(90,058	)		(5,523	)		(112,078	)		183,012
Net change in unrealized gains (losses)		(160,869	)		119,817			(324,716	)		193,705
Net Realized and Net Change in Unrealized Gains (Losses) from Investments		(224,049	)		50,054			(534,919	)		(83,424	)
Net realized gains (losses) on extinguishment of debt		644			(68	)		1,128			(212	)
Net Increase (Decrease) in Net Assets Resulting from Operations		(139,916	)		144,361			(273,994	)		233,278
Preferred Stock dividends		(26,698	)		(24,812	)		(80,083	)		(72,033	)
Net gain (loss) on redemptions of Preferred Stock		(1,586	)		(925	)		(188	)		(46	)
Gain (loss) on Accretion to Redemption Value of Preferred Stock		(3,131	)		(4,733	)		(13,128	)		(4,733	)
Net Increase (Decrease) in Net Assets Resulting from Operations applicable to Common Stockholders	$	(171,331	)	$	113,891		$	(367,393	)	$	156,466


PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES ROLLFORWARD OF NET ASSET VALUE PER COMMON SHARE (in actual dollars)

	Three Months Ended March 31,								Nine Months Ended March 31,
		2025				2024				2025				2024
Per Share Data
Net asset value per common share at beginning of period	$	7.84			$	8.92			$	8.74			$	9.24
Net investment income⁽¹⁾		0.19				0.23				0.60				0.77
Net realized and change in unrealized gains (losses)⁽¹⁾		(0.51	)			0.11				(1.25	)			(0.22	)
Net increase (decrease) from operations		(0.33	)	₍₇₎		0.34				(0.66	)	₍₇₎		0.56		₍₇₎
Distributions of net investment income to preferred stockholders		(0.06	)	₍₄₎		(0.06	)	₍₃₎		(0.18	)	₍₄₎		(0.18	)	₍₃₎
Distributions of capital gains to preferred stockholders		—		₍₄₎		—		₍₃₎		—		₍₄₎		—		₍₃₎
Total distributions to preferred stockholders		(0.06	)			(0.06	)			(0.18	)			(0.18	)
Net increase (decrease) from operations applicable to common stockholders		(0.39	)			0.27		₍₇₎		(0.84	)			0.38
Distributions of net investment income to common stockholders		(0.14	)	₍₄₎		(0.18	)	₍₃₎		(0.47	)	₍₄₎		(0.52	)	₍₃₎
Return of capital to common stockholders		—		₍₄₎		—		₍₃₎		—		₍₄₎		(0.02	)	₍₃₎₍₆₎
Total distributions to common stockholders		(0.14	)			(0.18	)			(0.47	)			(0.54	)
Common stock transactions⁽²⁾		(0.08	)			(0.03	)			(0.21	)			(0.09	)
Net asset value per common share at end of period	$	7.25		₍₇₎	$	8.99		₍₇₎	$	7.25		₍₇₎	$	8.99

(1)	Per share data amount is based on the basic weighted average number of common shares outstanding for the year/period presented (except for dividends to stockholders which is based on actual rate per share). Realized gains (losses) is inclusive of net realized losses (gains) on investments, realized losses (gains) from extinguishment of debt and realized gains (losses) from the repurchases and redemptions of preferred stock.
(2)	Common stock transactions include the effect of our issuance of common stock in public offerings (net of underwriting and offering costs), shares issued in connection with our common stock dividend reinvestment plan, common shares issued to acquire investments, common shares repurchased below net asset value pursuant to our Repurchase Program, and common shares issued pursuant to the Holder Optional Conversion of our 5.50% Preferred Stock and 6.50% Preferred Stock.
(3)	Tax character of distributions is not yet finalized for the respective fiscal period and will not be finalized until we file our tax return for our tax year ending August 31, 2024.
(4)	Tax character of distributions is not yet finalized for the respective fiscal period and will not be finalized until we file our tax return for our tax year ending August 31, 2025.
(5)	Diluted net decrease from operations applicable to common stockholders was $0.39 for the three months ended March 31, 2025. Diluted net increase from operations applicable to common stockholders was $0.20 for the three months ended March 31, 2024. Diluted net decrease from operations applicable to common stockholders was $0.84 for the nine months ended March 31, 2025. Diluted net increase from operations applicable to common stockholders was $0.33 for the nine months ended March 31, 2024.
(6)	The amounts reflected for the respective fiscal periods were updated based on tax information received subsequent to our Form 10-K filing for the year ended June 30, 2023 and our Form 10-Q filing for March 31, 2024. Certain reclassifications have been made in the presentation of prior period amounts.
(7)	Does not foot due to rounding.

MIDDLE-MARKET LOAN PORTFOLIO COMPANY WEIGHTED AVERAGE EBITDA, NET LEVERAGE AND INTERNAL RATE OF RETURN

Middle-Market Loan Portfolio Company Weighted Average Net Leverage (“Middle-Market Portfolio Net Leverage”) and Middle-Market Loan Portfolio Company Weighted Average EBITDA (“Middle-Market Portfolio EBITDA”) provide clarity into the underlying capital structure of PSEC’s middle-market loan portfolio investments and the likelihood that such portfolio will make interest payments and repay principal. PSEC’s consumer finance middle-market lending / buyout portfolio company investments are excluded from Middle-Market Portfolio Net Leverage and Middle-Market Portfolio EBITDA because consumer finance companies typically rely on financing to fund their lending activities.

Middle-Market Portfolio Net Leverage reflects the net leverage of each of PSEC’s middle-market loan portfolio company debt investments, weighted based on the current fair market value of such debt investments. The net leverage for each middle-market loan portfolio company is calculated based on PSEC’s investment in the capital structure of such portfolio company, with a maximum limit of 10.0x adjusted EBITDA. This calculation excludes debt subordinate to PSEC’s position within the capital structure because PSEC’s exposure to interest payment and principal repayment risk is limited beyond that point. Additionally, subordinated structured notes, rated secured structured notes, real estate investments, investments for which EBITDA is not available, and equity investments, for which principal repayment is not fixed, are also not included in the calculation. The calculation does not exceed 10.0x adjusted EBITDA for any individual investment because 10.0x captures the highest level of risk to PSEC. Middle-Market Portfolio Net Leverage provides PSEC with some guidance as to PSEC’s exposure to the interest payment and principal repayment risk of PSEC’s middle-market loan portfolio. PSEC monitors its Middle-Market Portfolio Net Leverage on a quarterly basis.

Middle-Market Portfolio EBITDA is used by PSEC to supplement Middle-Market Portfolio Net Leverage and generally indicates a portfolio company’s ability to make interest payments and repay principal. Middle-Market Portfolio EBITDA is calculated using the EBITDA of each of PSEC’s middle-market loan portfolio companies, weighted based on the current fair market value of the related investments. The calculation provides PSEC with insight into profitability and scale of the portfolio companies within PSEC’s middle-market loan portfolio.

These calculations include addbacks that are typically negotiated and documented in the applicable investment documents, including but not limited to transaction costs, share-based compensation, management fees, foreign currency translation adjustments, and other nonrecurring transaction expenses.

Together, Middle-Market Portfolio Net Leverage and Middle-Market Portfolio EBITDA assist PSEC in assessing the likelihood that PSEC will timely receive interest and principal payments. However, these calculations are not meant to substitute for an analysis of PSEC’s underlying portfolio company debt investments, but to supplement such analysis.

Internal Rate of Return (“IRR”) is the discount rate that makes the net present value of all cash flows related to a particular investment equal to zero. IRR is gross of general expenses not related to specific investments as these expenses are not allocable to specific investments. Investments are considered to be exited when the original investment objective has been achieved through the receipt of cash and/or non-cash consideration upon the repayment of a debt investment or sale of an investment or through the determination that no further consideration was collectible and, thus, a loss may have been realized. Prospect’s gross IRR calculations are unaudited. Information regarding internal rates of return are historical results relating to Prospect’s past performance and are not necessarily indicative of future results, the achievement of which cannot be assured.

PRIMARY ORIGINATION STRATEGIES

Lending to Companies – We make directly-originated, agented loans to companies, including companies which are controlled by private equity sponsors and companies that are not controlled by private equity sponsors (such as companies that are controlled by the management team, the founder, a family or public shareholders). This debt can take the form of first lien, second lien, unitranche or unsecured loans. These loans typically have equity subordinate to our loan position. We may also purchase selected equity investments in such companies. In addition to directly-originated, agented loans, we also invest in senior and secured loans syndicated loans and high yield bonds that have been sold to a club or syndicate of buyers, both in the primary and secondary markets. These investments are often purchased with a long term, buy-and-hold outlook, and we often look to provide significant input to the transaction by providing anchoring orders.

Lending to Companies and Purchasing Controlling Equity Positions in Such Companies – This strategy involves purchasing senior and secured yield-producing debt and controlling equity positions in operating companies across various industries. We believe this strategy provides enhanced certainty of closing to sellers and the opportunity for management to continue on in their current roles. These investments are often structured in tax-efficient partnerships, enhancing returns.

Purchasing Controlling Equity Positions and Lending to Real Estate Companies – We purchase debt and controlling equity positions in tax-efficient real estate investment trusts (“REIT” or “REITs”). The real estate investments of National Property REIT Corp. (“NPRC”) are in various classes of developed and occupied real estate properties that generate current yields, including multi-family properties, student housing and senior living. NPRC seeks to identify properties that have historically significant occupancy rates and recurring cash flow generation. NPRC generally co-invests with established and experienced property management teams that manage such properties after acquisition. Additionally, NPRC makes investments in rated secured structured notes (primarily debt of structured credit). NPRC also purchases loans originated by certain consumer loan facilitators. It purchases each loan in its entirety (i.e., a “whole loan”). The borrowers are consumers, and the loans are typically serviced by the facilitators of the loans.

Investing in Structured Credit – We make investments in structured credit, often taking a significant position in subordinated structured notes (equity). The underlying portfolio of each structured credit investment is diversified across approximately 100 to 200 broadly syndicated loans and does not have direct exposure to real estate, mortgages, or consumer-based credit assets. The structured credit portfolios in which we invest are managed by established collateral management teams with many years of experience in the industry.

About Prospect Capital Corporation

Prospect is a business development company lending to and investing in private businesses. Prospect’s investment objective is to generate both current income and long-term capital appreciation through debt and equity investments.

Prospect has elected to be treated as a business development company under the Investment Company Act of 1940. We have elected to be treated as a regulated investment company under the Internal Revenue Code of 1986.

Caution Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, whose safe harbor for forward-looking statements does not apply to business development companies. Any such statements, other than statements of historical fact, are highly likely to be affected by other unknowable future events and conditions, including elements of the future that are or are not under our control, and that we may or may not have considered; accordingly, such statements cannot be guarantees or assurances of any aspect of future performance. Actual developments and results are highly likely to vary materially from any forward-looking statements. Such statements speak only as of the time when made, and we undertake no obligation to update any such statement now or in the future.

For additional information, contact:

Grier Eliasek, President and Chief Operating Officer
grier@prospectcap.com
Telephone (212) 448-0702

The MIL Network –

May 9, 2025

MIL-OSI: Definitive Healthcare Reports Financial Results for First Quarter Fiscal Year 2025

Source: GlobeNewswire (MIL-OSI)

FRAMINGHAM, Mass., May 08, 2025 (GLOBE NEWSWIRE) — Definitive Healthcare Corp. (“Definitive Healthcare” or the “Company”) (Nasdaq: DH), an industry leader in healthcare commercial intelligence, today announced financial results for the quarter ended March 31, 2025.

First Quarter 2025 Financial Highlights:

Revenue was $59.2 million, a decrease of 7% from $63.5 million in Q1 2024.
Net Loss, inclusive of goodwill impairment charges of $176.5 million, was $(155.1) million, or (262)% of revenue, compared to $(12.7) million or (20)% of revenue in Q1 2024.
Adjusted Net Income was $7.0 million, compared to $13.0 million in Q1 2024.
Adjusted EBITDA was $14.7 million, or 25% of revenue, compared to $20.0 million, or 32% of revenue in Q1 2024.
Cash Flow from Operations was $26.1 million in the quarter.
Unlevered Free Cash Flow was $22.9 million in the quarter.

“We delivered first quarter results above the high end of our guidance for both revenue and earnings, reflecting solid new logo momentum across markets, and our continued focus on operational efficiency,” said Kevin Coop, CEO of Definitive Healthcare. “Even with rising macroeconomic uncertainty, we remain firmly on track to meet our full-year financial targets.”

Recent Business and Operating Highlights:

Customer Wins

In the first quarter, Definitive Healthcare continued to win new logos and expansion opportunities across all end-markets, by providing the data, insights and integrations that drive their critical business use cases. Customer wins for the quarter included:

A California-based medical device company, focused on continuous patient monitoring, recently selected our Carevoyance platform to equip their sales team with the insights and data they need to identify high-value targets, including ambulatory surgery centers and hospitals.
A regional health system in the Southern US recently selected our Populi platform to support new service line expansions, physician recruitment, and telemedicine growth opportunities, along with competitive intelligence and insights on technology adoption.
A leading office supply company recently returned to Definitive Healthcare after switching to a competitor in 2023. The decision was driven by our comprehensive data on hospitals, health systems, and post-acute care organizations, our robust affiliations and hierarchy insights that were critical for their enterprise sales team, and our ability to easily integrate with Salesforce.com.
As we expand our focus on digital marketing activation partnerships, we recently signed two leading healthcare advertising agencies. Both agencies are currently ramping, and we expect to see momentum continuing to build in the second half of 2025.

Business Outlook

Based on information as of May 8, 2025, the Company is issuing the following financial guidance.

Second Quarter 2025:

Revenue is expected to be in the range of $58.5 – $60.0 million.
Adjusted Operating Income is expected to be in the range of $12.0 – $13.0 million.
Adjusted EBITDA is expected to be in the range of $15.0 – $16.0 million, and 25 – 27% adjusted EBITDA margin.
Adjusted Net Income is expected to be $6.5 – $7.5 million.
Adjusted Net Income Per Diluted Share is expected to be $0.04 to $0.05 per share on approximately 147.9 million weighted-average shares outstanding.

Full Year 2025:

Revenue is expected to be in the range of $234.0 – $240.0 million, raising the bottom end of our prior range by $4.0 million.
Adjusted Operating Income is expected to be in the range of $49.0 – $53.0 million.
Adjusted EBITDA is expected to be in the range of $61.0 – $65.0 million, for a full-year adjusted EBITDA margin ranging from 26 – 28%.
Adjusted Net Income is expected to be $30.0 – $34.0 million.
Adjusted Net Income Per Diluted Share is expected to be $0.20 – $0.23 per share on approximately 148.8 million weighted-average shares outstanding.

We do not provide a quantitative reconciliation of the forward-looking non-GAAP financial measures included in this press release to the most directly comparable GAAP measures due to the high variability and difficulty in predicting certain items excluded from these non-GAAP financial measures; in particular, the effects of equity-based compensation expense, taxes and amounts under the tax receivable agreement, deferred tax assets and deferred tax liabilities, and transaction, integration, and restructuring expenses. We expect the variability of these excluded items may have a significant and potentially unpredictable impact on our future GAAP financial results.

Conference Call Information

Definitive Healthcare will host a conference call today May 8, 2025, at 5:00 p.m. (Eastern Time) to discuss the Company’s full financial results and current business outlook. Participants may access the call at 1-877-358-7298 or 1-848-488-9244. Shortly after the conclusion of the call, a replay of this conference call will be available through June 7, 2025, at 1-800-645-7964 or 1-757-849-6722. The replay passcode is 1765#. A live audio webcast of the event will be available on Definitive Healthcare’s Investor Relations website at https://ir.definitivehc.com/.

About Definitive Healthcare

At Definitive Healthcare, our passion is to transform data, analytics and expertise into healthcare commercial intelligence. We help clients uncover the right markets, opportunities and people, so they can shape tomorrow’s healthcare industry. Learn more at definitivehc.com.

Forward-Looking Statements

This press release includes forward-looking statements that reflect our current views with respect to future events and financial performance. Such statements are provided under the “safe harbor” protection of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by words or phrases written in the future tense and/or preceded by words such as “likely,” “will,” “should,” “may,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “assumes,” “would,” “potentially” or similar words or variations thereof, or the negative thereof, references to future periods, or by the inclusion of forecasts or projections, but these terms are not the exclusive means of identifying such statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding our outlook, financial guidance, the benefits of our healthcare commercial intelligence solutions, our overall future prospects, customer behaviors and use of our solutions, the market, industry and macroeconomic environment, our plans to improve our operational and financial performance and our business, our ability to execute on our plans, customer growth, including our upsell and cross-sell opportunities, and our ability to successfully transition executive leadership.

Forward-looking statements in this press release are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the following: global geopolitical tension and difficult macroeconomic conditions; actual or potential changes in international, national, regional and local economic, business and financial conditions, including tariffs, sanctions, trade barriers, recessions, fluctuating inflation, high interest rates, volatility in the capital markets and related market uncertainty; our inability to acquire new customers and generate additional revenue from existing customers; our inability to generate sales of subscriptions to our platform or any decline in demand for our platform and the data we offer; the competitiveness of the market in which we operate and our ability to compete effectively; the failure to maintain and improve our platform, or develop new modules or insights for healthcare commercial intelligence; the inability to obtain and maintain accurate, comprehensive or reliable data, which could result in reduced demand for our platform; the loss of our access to our data providers; the failure to respond to advances in healthcare commercial intelligence; an inability to attract new customers and expand subscriptions of current customers; our ability to successfully transition executive leadership; the possibility that our security measures are breached or unauthorized access to data is otherwise obtained; and the risks of being required to collect sales or other related taxes for subscriptions to our platform in jurisdictions where we have not historically done so.

Additional factors or events that could cause our actual performance to differ from these forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual financial condition, results of operations, future performance and business may vary in material respects from the performance projected in these forward-looking statements.

For additional discussion of factors that could impact our operational and financial results, refer to our Quarterly Report on Form 10-Q for the three months ended March 31, 2025 that will be filed following this earnings release, as well as our Current Reports on Form 8-K and other subsequent SEC filings, which are or will be available on the Investor Relations page of our website at ir.definitivehc.com and on the SEC website at www.sec.gov.

All information in this press release speaks only as of the date on which it is made. We undertake no obligation to publicly update this information, whether as a result of new information, future developments or otherwise, except as may be required by law.

Website

Definitive Healthcare intends to use its website as a distribution channel of material company information. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website at https://www.definitivehc.com/. Accordingly, you should monitor the investor relations portion of our website at https://ir.definitivehc.com/ in addition to following our press releases, SEC filings, and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Email Alerts” section of our investor relations page at https://ir.definitivehc.com/.

Non-GAAP Financial Measures

We have presented supplemental non-GAAP financial measures as part of this earnings release. We believe that these supplemental non-GAAP financial measures are useful to investors because they allow for an evaluation of the Company with a focus on the performance of its core operations, including providing meaningful comparisons of financial results to historical periods and to the financial results of peer and competitor companies. Our use of these non-GAAP terms may vary from the use of similar terms by other companies in our industry and accordingly may not be comparable to similarly titled measures used by other companies and are not measures of performance calculated in accordance with GAAP. Our presentation of these non-GAAP financial measures are intended as supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. These non-GAAP financial measures should not be considered as alternatives to loss from operations, net loss, earnings per share, or any other performance measures derived in accordance with GAAP or as measures of operating cash flows or liquidity. A reconciliation of GAAP to non-GAAP results has been provided in the financial statement tables included at the end of this press release. In evaluating our non-GAAP financial measures, you should be aware that in the future, we may incur expenses similar to those eliminated in these presentations.

We refer to Unlevered Free Cash Flow, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Operating Income, Adjusted Net Income and Adjusted Net Income Per Diluted Share as non-GAAP financial measures. These non-GAAP financial measures are not required by or prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). These are supplemental financial measures of our performance and should not be considered substitutes for cash provided by (used in) operating activities, loss from operations, net (loss) income, net (loss) income margin, gross profit, gross margin, or any other measure derived in accordance with GAAP.

We define Unlevered Free Cash Flow as net cash provided by operating activities less purchases of property, equipment and other assets, plus cash interest expense, and cash payments related to transaction, integration, and restructuring related expenses, earnouts, and other non-core items. Unlevered Free Cash Flow does not represent residual cash flow available for discretionary expenditures since, among other things, we have mandatory debt service requirements.

We define EBITDA as earnings before debt-related costs, including interest expense (income), net, and loss on partial extinguishment of debt, income taxes and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to exclude certain items of a significant or unusual nature, including other income, net, equity-based compensation, transaction, integration, and restructuring expenses, goodwill impairments and other non-core expenses. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of revenue. Adjusted EBITDA and Adjusted EBITDA Margin are key metrics used by management and our board of directors to assess the profitability of our operations. We believe that Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to help investors to assess our operating performance because these metrics eliminate non-core and unusual items and non-cash expenses, which we do not consider indicative of ongoing operational performance. We believe that these metrics are helpful to investors in measuring the profitability of our operations on a consolidated level.

We define Adjusted Gross Profit as gross profit excluding acquisition-related amortization and equity-based compensation costs and Adjusted Gross Margin is defined as Adjusted Gross Profit as a percentage of revenue. Adjusted Gross Profit and Adjusted Gross Margin are key metrics used by management and our board of directors to assess our operations. We exclude acquisition-related depreciation and amortization expenses as they have no direct correlation to the cost of operating our business on an ongoing basis. A small portion of equity-based compensation is included in cost of revenue in accordance with GAAP but is excluded from our Adjusted Gross Profit calculations due to its non-cash nature.

We define Adjusted Operating Income as loss from operations plus acquisition related amortization, equity-based compensation, transaction, integration, and restructuring expenses, goodwill impairments and other non-core expenses.

We define Adjusted Net Income as Adjusted Operating Income less interest (expense), income net, recurring income tax (provision) benefit, foreign currency gain (loss), and tax impacts of adjustments. We define Adjusted Net Income Per Diluted Share as Adjusted Net Income divided by diluted outstanding shares.

In evaluating our non-GAAP financial measures, you should be aware that in the future we may incur expenses similar to those eliminated in these presentations.

Investor Contact:
Brian Denyeau
ICR for Definitive Healthcare
brian.denyeau@icrinc.com
646-277-1251

Media Contact:
Bethany Swackhamer
bswackhamer@definitivehc.com

Definitive Healthcare Corp.
Condensed Consolidated Balance Sheets
(in thousands, except number of shares and par value; unaudited)

	March 31, 2025			December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	106,099		$	105,378
Short-term investments		94,574			184,786
Accounts receivable, net		42,923			53,232
Prepaid expenses and other assets		16,173			13,040
Deferred contract costs		13,673			13,736
Total current assets		273,442			370,172
Property and equipment, net		9,483			3,791
Operating lease right-of-use assets, net		6,982			7,521
Other assets		2,991			2,300
Deferred contract costs		14,299			14,389
Intangible assets, net		284,708			297,933
Goodwill		216,752			393,283
Total assets	$	808,657		$	1,089,389
Liabilities and Equity
Current liabilities:
Accounts payable		8,218			10,763
Accrued expenses and other liabilities		26,963			40,896
Deferred revenue		109,724			93,344
Term loan		8,750			13,750
Operating lease liabilities		2,422			2,408
Total current liabilities		156,077			161,161
Long term liabilities:
Deferred revenue		2,790			32
Term loan		162,385			229,368
Operating lease liabilities		7,051			7,586
Tax receivable agreements liability		23,124			49,511
Deferred tax liabilities		13,912			25,088
Other liabilities		7,413			9,449
Total liabilities		372,752			482,195

Equity:
Class A Common Stock, par value $0.001, 600,000,000 shares authorized, 109,646,157 and 113,953,554 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		110			114
Class B Common Stock, par value $0.00001, 65,000,000 shares authorized, 38,997,184 and 38,995,217 shares issued and outstanding, respectively, at March 31, 2025, and 39,439,198 and 39,375,806 shares issued and outstanding, respectively, at December 31, 2024		—			—
Additional paid-in capital		1,071,732			1,085,445
Accumulated other comprehensive deficit		(1,264	)		(610	)
Accumulated deficit		(747,802	)		(640,574	)
Noncontrolling interests		113,129			162,819
Total equity		435,905			607,194
Total liabilities and equity	$	808,657		$	1,089,389


Definitive Healthcare Corp.
Condensed Consolidated Statements of Operations
(in thousands, except share amounts and per share data; unaudited)

	Three Months Ended March 31,
	2025			2024
Revenue	$	59,191		$	63,480
Cost of revenue:
Cost of revenue exclusive of amortization ⁽¹⁾		10,141			9,736
Amortization		5,290			3,362
Gross profit		43,760			50,382
Operating expenses:
Sales and marketing ⁽¹⁾		20,653			21,760
Product development ⁽¹⁾		9,301			10,132
General and administrative ⁽¹⁾		12,269			16,883
Depreciation and amortization		8,527			9,322
Transaction, integration, and restructuring expenses		1,265			8,534
Goodwill impairment		176,531			–
Total operating expenses		228,546			66,631
Loss from operations		(184,786	)		(16,249	)
Other (expense) income, net
Interest (expense) income, net		(381	)		111
Other income, net		19,188			2,640
Total other income, net		18,807			2,751
Net loss before income taxes		(165,979	)		(13,498	)
Benefit from income taxes		10,886			780
Net loss		(155,093	)		(12,718	)
Less: Net loss attributable to noncontrolling interests		(47,865	)		(3,200	)
Net loss attributable to Definitive Healthcare Corp.	$	(107,228	)	$	(9,518	)
Net loss per share of Class A Common Stock:
Basic and diluted	$	(0.95	)	$	(0.08	)
Weighted average Class A Common Stock outstanding:
Basic and diluted		112,782,505			117,433,520


⁽¹⁾ Amounts include equity-based compensation expense as follows:
	Three Months Ended March 31,
	2025			2024
Cost of revenue	$	160		$	271
Sales and marketing		1,179			2,271
Product development		1,739			2,761
General and administrative		4,241			10,279
Total equity-based compensation expense	$	7,319		$	15,582


Definitive Healthcare Corp.
Condensed Consolidated Statements of Cash Flows
(in thousands; unaudited)

	Three Months Ended March 31,
	2025			2024
Cash flows provided by (used in) operating activities:
Net loss	$	(155,093	)	$	(12,718	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		591			554
Amortization of intangible assets		13,226			12,130
Amortization of deferred contract costs		3,947			3,692
Equity-based compensation		7,319			15,582
Amortization of debt issuance costs		126			176
(Benefit from) provision for doubtful accounts receivable		(142	)		211
Loss on partial extinguishment of debt		507			—
Non-cash restructuring charges		192			—
Goodwill impairment charges		176,531			—
Tax receivable agreement remeasurement		(20,664	)		(2,267	)
Changes in fair value of contingent consideration		(690	)		270
Deferred income taxes		(11,007	)		(847	)
Changes in operating assets and liabilities:
Accounts receivable		10,351			2,999
Prepaid expenses and other assets		(5,683	)		(1,399	)
Deferred contract costs		(3,794	)		(2,699	)
Contingent consideration		—			(602	)
Accounts payable, accrued expenses, and other liabilities		(8,745	)		(8,231	)
Deferred revenue		19,094			9,738
Net cash provided by operating activities		26,066			16,589
Cash flows (used in) provided by investing activities:
Purchases of property, equipment, and other assets		(7,706	)		(266	)
Purchases of short-term investments		(12,000	)		(83,826	)
Maturities of short-term investments		103,251			73,588
Cash paid for acquisitions, net of cash acquired		—			(13,530	)
Net cash provided by (used in) investing activities		83,545			(24,034	)
Cash flows used in financing activities:
Repayments of term loan		(246,250	)		(3,438	)
Proceeds from term loan		175,000			—
Payments of debt issuance costs		(1,660	)		—
Taxes paid related to net share settlement of equity awards		(1,874	)		(5,806	)
Repurchases of Class A Common Stock		(21,155	)		—
Payments of contingent consideration		—			(1,000	)
Payments under tax receivable agreement		(13,767	)		(6,950	)
Net cash used in financing activities		(109,706	)		(17,194	)
Net decrease in cash and cash equivalents		(95	)		(24,639	)
Effect of exchange rate changes on cash and cash equivalents		816			(343	)
Cash and cash equivalents, beginning of period		105,378			130,976
Cash and cash equivalents, end of period	$	106,099		$	105,994
Supplemental cash flow disclosures:
Cash paid during the period for:
Interest	$	2,242		$	3,642
Income taxes	$	32		$	—
Acquisitions:
Net assets acquired, net of cash acquired	$	—		$	13,675
Working capital adjustment receivable		—			(145	)
Net cash paid for acquisitions	$	—		$	13,530
Supplemental disclosure of non-cash investing activities:
Capital expenditures included in accounts payable and accrued expenses and other liabilities	$	5,393		$	—


Definitive Healthcare Corp.
Reconciliations of Non-GAAP Financial Measures to Closest GAAP Equivalent

Reconciliation of GAAP Operating Cash Flow to Unlevered Free Cash Flow
(in thousands; unaudited)

	Three Months Ended March 31,
	2025			2024
Net cash provided by operating activities	$	26,066		$	16,589
Purchases of property, equipment, and other assets		(7,706	)		(266	)
Interest paid in cash		2,242			3,642
Transaction, integration, and restructuring expenses paid in cash ^(a)		1,763			8,264
Earnout payment ^(b)		—			602
Other non-core items ^(c)		560			(528	)
Unlevered Free Cash Flow	$	22,925		$	28,303

(a) Transaction and integration expenses paid in cash primarily represent legal, accounting, and consulting expenses related to our acquisitions. Restructuring expenses paid in cash relate to our restructuring plans.
(b) Earnout payment represents final settlement of contingent consideration included in cash flow from operations.
(c) Non-core items represent expenses driven by events that are typically by nature one-time, non-operational, and unrelated to our core operations.

Reconciliation of GAAP Net Loss to Adjusted Net Income and
GAAP Operating Loss to Adjusted Operating Income
(in thousands, except share and per share amounts; unaudited)

	Three Months Ended March 31,
	2025			2024
Net loss	$	(155,093	)	$	(12,718	)
Add: Income tax benefit		(10,886	)		(780	)
Add: Interest expense (income), net		381			(111	)
Add: Loss on partial extinguishment from debt		507			—
Add: Other income, net		(19,695	)		(2,640	)
Loss from operations		(184,786	)		(16,249	)
Add: Amortization of intangible assets acquired through business combinations		11,089			11,211
Add: Equity-based compensation		7,319			15,582
Add: Transaction, integration, and restructuring expenses		1,265			8,534
Add: Goodwill impairment charge		176,531			—
Add: Other non-core items		560			(528	)
Adjusted Operating Income		11,978			18,550
Less: Interest (expense) income, net		(381	)		111
Less: Recurring income tax benefit		352			780
Less: Foreign currency (loss) gain		(969	)		373
Less: Tax impacts of adjustments to net loss		(4,008	)		(6,772	)
Adjusted Net Income	$	6,972		$	13,042
Shares for Adjusted Net Income Per Diluted Share ^(a)		151,800,030			156,634,698
Adjusted Net Income Per Share	$	0.05		$	0.08

(a) Diluted Adjusted Net Income Per Share is computed by giving effect to all potential weighted average Class A common stock and any securities that are convertible into Class A common stock, including Definitive OpCo units and restricted stock units. The dilutive effect of outstanding awards and convertible securities is reflected in diluted earnings per share by application of the treasury stock method assuming proceeds from unrecognized compensation as required by GAAP. Fully diluted shares are 162,079,150 and 164,977,953 as of March 31, 2025 and 2024, respectively.

Reconciliation of GAAP Gross Profit and Margin to Adjusted Gross Profit and Margin
(in thousands, except percentages; unaudited)

	Three Months Ended March 31,
	2025				2024
(in thousands)	Amount		% of Revenue		Amount		% of Revenue
Reported gross profit and margin	$	43,760	74	%	$	50,382	79	%
Amortization of intangible assets acquired through business combinations		3,153	5	%		2,443	4	%
Equity compensation costs		160	0	%		271	0	%
Adjusted gross profit and margin	$	47,073	80	%	$	53,096	84	%

Reconciliation of GAAP Net Loss and Margin to Adjusted EBITDA and Margin
(in thousands, except percentages; unaudited)

	Three Months Ended March 31,
	2025						2024
	Amount			% of Revenue			Amount			% of Revenue
Net loss and margin	$	(155,093	)		(262	)%	$	(12,718	)	(20	)%
Interest expense (income), net		381			1	%		(111	)	(0	)%
Benefit from income taxes		(10,886	)		(18	)%		(780	)	(1	)%
Loss on partial extinguishment of debt		507			1	%		—		0	%
Depreciation & amortization		13,817			23	%		12,684		20	%
EBITDA and margin		(151,274	)		(256	)%		(925	)	(1	)%
Other income, net ^(a)		(19,695	)		(33	)%		(2,640	)	(4	)%
Equity-based compensation ^(b)		7,319			12	%		15,582		25	%
Transaction, integration, and restructuring expenses ^(c)		1,265			2	%		8,534		13	%
Goodwill impairment ^(d)		176,531			298	%		—		0	%
Other non-core items ^(e)		560			1	%		(528	)	(1	)%
Adjusted EBITDA and margin	$	14,706			25	%	$	20,023		32	%

(a) Primarily represents foreign exchange and Tax Receivable Agreement liability remeasurement gains and losses.
(b) Equity-based compensation represents non-cash compensation expense recognized in association with equity awards made to employees and directors.
(c) Transaction and integration expenses primarily represent legal, accounting, and consulting expenses and fair value adjustments for contingent consideration related to our acquisitions and strategic partnerships. Restructuring expenses relate to the 2024 Restructuring Plan as well as impairment and restructuring charges related to office closures, relocations, and consolidations.

	Three Months Ended March 31,
(in thousands)	2025			2024
Merger and acquisition due diligence and transaction costs	$	1,178		$	609
Integration costs		557			434
Fair value adjustment for contingent consideration		(690	)		270
Restructuring charges for severance and other separation costs		28			7,221
Office closure and relocation restructuring charges and impairments		192			—
Total transaction, integration and restructuring expenses	$	1,265		$	8,534

(d) Goodwill impairment represents non-cash, pre-tax, goodwill impairment charges. We experienced declines in our market capitalization as a result of a sustained decrease in our stock price, which represented a triggering event requiring our management to perform a quantitative goodwill impairment test as of the end of the first quarter of 2025. As a result of the impairment test conducted, we determined that the fair value of our single reporting unit was lower than its carrying value and, accordingly, recorded the impairment charge.

(e) Other non-core items represent expenses driven by events that are typically by nature one-time, non-operational, and/or unrelated to our core operations. These expenses are comprised of non-core legal and regulatory costs isolated to unique and extraordinary litigation, legal and regulatory matters that are not considered normal and recurring business activity, including sales tax accrual adjustments inclusive of penalties and interest for sales taxes that we may have been required to collect from customers in certain previous years, and other non-recurring legal and regulatory matters. Other non-core items also include consulting fees and severance costs associated with strategic transition initiatives, as well as professional fees related to financing, capital structure changes, and other non-recurring items.


	Three Months Ended March 31,
(in thousands)	2025			2024
Non-core legal and regulatory	$	53		$	(865	)
Consulting and severance costs for strategic transition initiatives		168			330
Other non-core expenses		339			7
Total other non-core items	$	560		$	(528	)

The MIL Network –

May 9, 2025

MIL-OSI: Oportun Reports First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

GAAP Net income of $9.8 million increased $36 million year-over-year

GAAP EPS of $0.21 increased $0.89 year-over-year

Adjusted EPS of $0.40 increased $0.31 year-over-year

Operating expenses of $93 million reduced 15% year-over-year

Reiterating full year 2025 credit performance and profit expectations

SAN CARLOS, Calif., May 08, 2025 (GLOBE NEWSWIRE) — Oportun Financial Corporation (Nasdaq: OPRT) (“Oportun”, or the “Company”) today reported financial results for the first quarter ended March 31, 2025.

“We started 2025 with a strong first quarter, building on the momentum from last year. I’m pleased to report our second consecutive quarter of GAAP profitability, with net income increasing by $36 million year-over-year,” said Raul Vazquez, CEO of Oportun. “We’ve also delivered profitability on an adjusted basis for the fifth consecutive quarter, with Adjusted Net Income up $15 million year-over-year. Our Return on Equity (ROE) improved to 11%, while our Adjusted ROE also improved by 17 percentage points, to 21%. We maintained strong cost discipline, reducing quarterly operating expenses by 15% year-over-year during the quarter. In addition, credit continued to perform well, with 30-plus day delinquencies and dollar net-charge-offs declining year-over-year for the fifth and sixth consecutive quarters, respectively. Given the current macroeconomic uncertainty, we are prudently moderating our expectations for full year loan originations growth from the 10% to 15% range, to approximately 10%. Factoring in both this adjustment and our Q1 outperformance, we’re reiterating our full year 2025 Adjusted EPS guidance of $1.10 to $1.30 per share, implying growth of 53% to 81%.

First Quarter 2025 Results

Metric	GAAP		Adjusted¹
	1Q25	1Q24	1Q25	1Q24
Total revenue²	$236	$250
Net income (loss)	$9.8	$(26)	$19	$3.6
Diluted EPS	$0.21	$(0.68)	$0.40	$0.09
Adjusted EBITDA			$34	$1.9
Dollars in millions, except per share amounts.
¹See the section entitled “About Non-GAAP Financial Measures” for an explanation of non-GAAP measures, and the table entitled “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of non-GAAP to GAAP measures.
²1Q24 total revenue includes $11 million from the credit cards receivable portfolio which was sold in November 2024.

Business Highlights

Aggregate Originations were $469 million, a 39% increase compared to $338 million in the prior-year quarter
Portfolio Yield was 33.0%, an increase of 49 basis points compared to 32.5% in the prior-year quarter
Owned Principal Balance at end-of-period was $2.7 billion, a decrease of 3% compared to $2.8 billion in the prior-year quarter
Annualized Net Charge-Off Rate of 12.2%, an increase of 16 basis points compared to 12.0% in the prior-year quarter; dollar Net Charge-Offs declined 5% year-over-year, marking the sixth consecutive quarterly decrease
30+ Day Delinquency Rate of 4.7%, a decrease of 56 basis points compared to 5.2% for the prior-year quarter; fifth consecutive quarterly decline

Financial and Operating Results

All figures are as of or for the quarter ended March 31, 2025, unless otherwise noted.

Operational Drivers

Originations – Aggregate Originations for the first quarter were $469 million, an increase of 39% compared to $338 million in the prior-year quarter, as the Company grew originations year-over-year for the second consecutive quarter. Management currently expects full year 2025 Aggregate Originations growth in the 10% range.

Portfolio Yield – Portfolio Yield for the first quarter was 33.0%, an increase of 49 basis points as compared to 32.5% in the prior-year quarter, primarily attributable to increased pricing on loans.

Financial Results

Revenue – Total revenue for the first quarter was $236 million, a decrease of 6% as compared to $250 million in the prior-year quarter. The decline was primarily due to the absence of $11 million of revenue from the credit cards receivable portfolio which was sold in November 2024. Net revenue for the first quarter was $106 million, a 34% increase compared to net revenue of $79 million in the prior-year quarter, as reduced fair value marks and net charge-offs more than offset the total revenue decline and higher interest expense.

Operating Expense and Adjusted Operating Expense – For the first quarter, total operating expense was $93 million, a decrease of 15% as compared to $110 million in the prior-year quarter. The decrease is attributable to a combined set of cost reduction initiatives enacted during the last year. The Company continues to expect full year 2025 operating expenses of approximately $390 million, averaging $97.5 million a quarter for a 5% reduction from full year 2024. Adjusted Operating Expense, which excludes stock-based compensation expense and certain non-recurring charges, decreased 13% year-over-year to $89 million.

Net Income (Loss) and Adjusted Net Income (Loss) – Net income was $9.8 million as compared to a net loss of $26 million in the prior-year quarter. The increased profitability was attributable to expense reduction initiatives, and increased net revenue driven by reduced fair value mark-to-market impact and improved credit performance. Adjusted Net Income was $19 million as compared to $3.6 million in the prior-year quarter. The increase in Adjusted Net Income was also driven by reduced operating expenses, along with improved credit performance.

Earnings (Loss) Per Share and Adjusted EPS – GAAP earnings per share, basic and diluted, were both $0.21 during the first quarter, compared to GAAP net loss per share, basic and diluted of $0.68 in the prior-year quarter. Adjusted Earnings Per Share was $0.40 as compared to $0.09 in the prior-year quarter.

Adjusted EBITDA – Adjusted EBITDA was $34 million, up from $1.9 million in the prior-year quarter, driven by the cost reduction initiatives enacted during the last year along with improved credit performance.

Credit and Operating Metrics

Net Charge-Off Rate – The Annualized Net Charge-Off Rate for the quarter was 12.2%, compared to 12.0% for the prior-year quarter. Net Charge-offs in dollars for the quarter were down 5% to $81 million, compared to $85 million for the prior-year quarter.

30+ Day Delinquency Rate – The Company’s 30+ Day Delinquency Rate was 4.7% at the end of the quarter, compared to 5.2% at the end of the prior-year quarter.

Following the first quarter, the Company’s 30+ Day Delinquency Rate declined to 4.5% at the end of April.

Operating Expense Ratio and Adjusted Operating Expense Ratio – Operating Expense Ratio for the quarter was 13.9% as compared to 15.5% in the prior-year quarter, a 157 basis points improvement. Adjusted Operating Expense Ratio was 13.3% as compared to 14.3% in the prior-year quarter, a 102 basis points improvement. The Adjusted Operating Expense Ratio excludes stock-based compensation expense and certain non-recurring charges. The improvement in Adjuste d Operating Expense Ratio is primarily attributable to the Company’s focus on reducing operating expenses, partially offset by a decrease in Average Daily Principal Balance including the impact from the sale of the credit cards receivable portfolio in November 2024.

Return On Equity (“ROE”) and Adjusted ROE – ROE for the quarter was 11%, as compared to (27)% in the prior-year quarter. The improvement was attributable to the increase in net income. Adjusted ROE for the quarter was 21%, as compared to 4% in the prior-year quarter.

Secured Personal Loans

As of March 31, 2025, the Company had a secured personal loan receivables balance of $178 million, up from $112 million at the end of the first quarter of 2024. Oportun currently offers secured personal loans in California, Texas, Florida, Arizona, New Jersey and Illinois. During the full year 2024, secured personal loans losses ran approximately 500 basis points lower compared to unsecured personal loans. Furthermore, secured personal loans originated during the first quarter are expected to generate approximately twice the revenue per loan compared to unsecured personal loans, primarily due to higher average loan sizes.

Funding and Liquidity

As of March 31, 2025, total cash was $231 million, consisting of cash and cash equivalents of $79 million and restricted cash of $152 million. Cost of Debt and Debt-to-Equity were 8.2% and 7.6x, respectively, for and at the end of the first quarter 2025 as compared to 7.5% and 7.3x, respectively, for and at the end of the prior-year quarter. As of March 31, 2025, the Company had $317 million of undrawn capacity on its existing $766 million personal loan warehouse lines. The Company’s personal loan warehouse lines are committed through September 2027 and August 2028.

Financial Outlook for Second Quarter and Full Year 2025

Oportun is providing the following guidance for 2Q 2025 and full year 2025 as follows:

	2Q 2025	Full Year 2025
Total Revenue	$237 – $242M	$945 – $970M
Annualized Net Charge-Off Rate	11.90% +/- 15 bps	11.5% +/- 50 bps
Adjusted EBITDA¹	$29 – $34M	$135 – $145M
Adjusted Net Income¹	—	$53 – $63M
Adjusted EPS¹	—	$1.10 – $1.30
GAAP Net Income	—	GAAP Profitable


¹ See the section entitled “About Non-GAAP Financial Measures” for an explanation of non-GAAP measures, and the table entitled “Reconciliation of Forward Looking Non-GAAP Financial Measures” for a reconciliation of non-GAAP to GAAP measures.

Paul Appleton, Treasurer and Head of Capital Markets, serving as interim Chief Financial Officer

As previously indicated in a March 17th 2025 Form 8-K filing, Paul Appleton, the Company’s Treasurer and Head of Capital Markets, began serving as interim Chief Financial Officer on March 28th, 2025. Mr. Appleton’s appointment followed Jonathan Coblentz’ retirement as the Company’s Chief Financial Officer and he is expected to serve in this interim role until the search for Mr. Coblentz’ successor is completed. With the assistance of a leading executive search firm, the Company has identified and engaged with several highly qualified candidates in connection with its search process for a permanent chief financial officer.

Conference Call

As previously announced, Oportun’s management will host a conference call to discuss first quarter 2025 results at 5:00 p.m. ET (2:00 p.m. PT) today. A live webcast of the call will be accessible from the Investor Relations page of Oportun’s website at https://investor.oportun.com. The dial-in number for the conference call is 1-888-396-8049 (toll-free) or 1-416-764-8646 (international). Participants should call in 10 minutes prior to the scheduled start time. Both the call and webcast are open to the general public. For those unable to listen to the live broadcast, a webcast replay of the call will be available at https://investor.oportun.com for one year. A file that includes supplemental financial information and reconciliations of certain non-GAAP measures to their most directly comparable GAAP measures, will be available on the Investor Relations page of Oportun’s website at https://investor.oportun.com following the conference call.

About Non-GAAP Financial Measures

This press release presents information about the Company’s Adjusted Net Income (Loss), Adjusted EPS, Adjusted EBITDA, Adjusted Operating Expense, Adjusted Operating Expense Ratio, and Adjusted ROE, all of which are non-GAAP financial measures provided as a supplement to the results provided in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company believes these non-GAAP measures can be useful measures for period-to-period comparisons of its core business and provide useful information to investors and others in understanding and evaluating its operating results. Non-GAAP financial measures are provided in addition to, and not as a substitute for, and are not superior to, financial measures calculated in accordance with GAAP. In addition, the non-GAAP measures the Company uses, as presented, may not be comparable to similar measures used by other companies. Reconciliations of non-GAAP to GAAP measures can be found below.

About Oportun

Oportun (Nasdaq: OPRT) is a mission-driven financial services company that puts its members’ financial goals within reach. With intelligent borrowing, savings, and budgeting capabilities, Oportun empowers members with the confidence to build a better financial future. Since inception, Oportun has provided more than $20.3 billion in responsible and affordable credit, saved its members more than $2.4 billion in interest and fees, and helped its members set aside an average of more than $1,800 annually. For more information, visit Oportun.com.

Forward-Looking Statements

This press release contains forward-looking statements. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release, including statements as to future performance, results of operations and financial position; achievement of the Company’s strategic priorities and goals; expectations regarding the Company’s interim CFO; the Company’s expectations regarding macroeconomic conditions; the Company’s profitability and future growth opportunities including expected revenue growth in connection with increasing originations; the effect of and trends in fair value mark-to-market adjustments on the Company’s loan portfolio and asset-backed notes; the Company’s second quarter and full year 2025 outlook; the Company’s expectations regarding Adjusted EPS in full year 2025; the Company’s expectations related to future profitability on an adjusted basis, and the plans and objectives of management for our future operations, are forward-looking statements. These statements can be generally identified by terms such as “expect,” “plan,” “goal,” “target,” “anticipate,” “assume,” “predict,” “project,” “outlook,” “continue,” “due,” “may,” “believe,” “seek,” or “estimate” and similar expressions or the negative versions of these words or comparable words, as well as future or conditional verbs such as “will,” “should,” “would,” “likely” and “could.” These forward-looking statements speak only as of the date on which they are made and, except to the extent required by federal securities laws, Oportun disclaims any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements. These statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause Oportun’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Oportun has based these forward-looking statements on its current expectations and projections about future events, financial trends and risks and uncertainties that it believes may affect its business, financial condition and results of operations. These risks and uncertainties include those risks described in Oportun’s filings with the Securities and Exchange Commission, including Oportun’s most recent annual report on Form 10-K, and include, but are not limited to, Oportun’s ability to retain existing members and attract new members; Oportun’s ability to accurately predict demand for, and develop its financial products and services; the effectiveness of Oportun’s A.I. model; macroeconomic conditions, including fluctuating inflation and market interest rates; increases in loan non-payments, delinquencies and charge-offs; Oportun’s ability to increase market share and enter into new markets; Oportun’s ability to realize the benefits from acquisitions and integrate acquired technologies; the risk of security breaches or incidents affecting the Company’s information technology systems or those of the Company’s third-party vendors or service providers; Oportun’s ability to successfully offer loans in additional states; Oportun’s ability to compete successfully with other companies that are currently in, or may in the future enter, its industry; and changes in Oportun’s ability to obtain additional financing on acceptable terms or at all.

Contacts

Investor Contact
Dorian Hare
(650) 590-4323
ir@oportun.com

Media Contact
Michael Azzano
Cosmo PR for Oportun
(415) 596-1978
michael@cosmo-pr.com

Oportun and the Oportun logo are registered trademarks of Oportun, Inc.


Oportun Financial Corporation CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except share and per share data, unaudited)

	Three Months Ended March 31,
		2025			2024
Revenue
Interest income	$	220.2		$	230.6
Non-interest income		15.7			19.9
Total revenue		235.9			250.5
Less:
Interest expense		57.4			54.5
Net decrease in fair value		(72.7	)		(116.9	)
Net revenue		105.8			79.2

Operating expenses:
Technology and facilities		36.4			47.1
Sales and marketing		19.9			16.0
Personnel		21.0			24.5
Outsourcing and professional fees		8.0			10.2
General, administrative and other		7.4			11.8
Total operating expenses		92.7			109.6

Income (loss) before taxes		13.2			(30.5	)
Income tax expense (benefit)		3.4			(4.0	)
Net income (loss)	$	9.8		$	(26.4	)

Diluted Earnings (Loss) per Common Share	$	0.21		$	(0.68	)
Diluted Weighted Average Common Shares		47,037,799			38,900,876

Note: Numbers may not foot or cross-foot due to rounding.


Oportun Financial Corporation CONDENSED CONSOLIDATED BALANCE SHEETS (in millions, unaudited)

	March 31,			December 31,
		2025			2024
Assets
Cash and cash equivalents	$	78.5		$	60.0
Restricted cash		152.4			154.7
Loans receivable at fair value		2,770.5			2,778.5
Capitalized software and other intangibles		81.9			86.6
Right of use assets – operating		9.3			9.8
Other assets		133.6			137.6
Total assets	$	3,226.3		$	3,227.1

Liabilities and stockholders’ equity
Liabilities
Secured financing	$	445.5		$	535.5
Asset-backed notes at fair value		863.9			1,080.7
Asset-backed borrowings at amortized cost		1,281.3			984.3
Acquisition and corporate financing		199.7			203.8
Lease liabilities		16.1			18.2
Other liabilities		53.8			50.9
Total liabilities		2,860.2			2,873.3
Stockholders’ equity
Common stock		—			—
Common stock, additional paid-in capital		615.2			612.6
Accumulated deficit		(242.8	)		(252.5	)
Treasury stock		(6.3	)		(6.3	)
Total stockholders’ equity		366.1			353.8
Total liabilities and stockholders’ equity	$	3,226.3		$	3,227.1

Note: Numbers may not foot or cross-foot due to rounding.


Oportun Financial Corporation CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions, unaudited)

	Three Months Ended March 31,
		2025			2024
Cash flows from operating activities
Net income (loss)	$	9.8		$	(26.4	)
Adjustments for non-cash items		83.2			128.2
Proceeds from sale of loans in excess of originations of loans sold and held for sale		3.0			1.1
Changes in balances of operating assets and liabilities		4.9			(17.0	)
Net cash provided by operating activities		101.0			85.9

Cash flows from investing activities
Net loan principal repayments (loan originations)		(49.7	)		38.3
Proceeds from loan sales originated as held for investment		—			1.4
Capitalization of system development costs		(5.6	)		(3.1	)
Other, net		(0.2	)		(0.1	)
Net cash provided by (used in) investing activities		(55.5	)		36.5

Cash flows from financing activities
Borrowings		745.4			260.3
Repayments		(774.0	)		(391.8	)
Net stock-based activities		(0.5	)		(0.2	)
Net cash used in financing activities		(29.1	)		(131.8	)

Net increase (decrease) in cash and cash equivalents and restricted cash		16.3			(9.5	)
Cash and cash equivalents and restricted cash beginning of period		214.6			206.0
Cash and cash equivalents and restricted cash end of period	$	231.0		$	196.6

Note: Numbers may not foot or cross-foot due to rounding.


Oportun Financial Corporation CONSOLIDATED KEY PERFORMANCE METRICS (unaudited)

	Three Months Ended March 31,
Key Financial and Operating Metrics	2025			2024
Aggregate Originations (Millions)	$	469.4		$	338.2
Portfolio Yield (%)		33.0	%		32.5	%
30+ Day Delinquency Rate (%)		4.7	%		5.2	%
Annualized Net Charge-Off Rate (%)		12.2	%		12.0	%

Other Metrics
Managed Principal Balance at End of Period (Millions)	$	2,955.0		$	3,027.5
Owned Principal Balance at End of Period (Millions)	$	2,659.4		$	2,752.4
Average Daily Principal Balance (Millions)	$	2,705.2		$	2,851.7

Note: Numbers may not foot or cross-foot due to rounding.

Oportun Financial Corporation
ABOUT NON-GAAP FINANCIAL MEASURES
(unaudited)

This press release dated May 8, 2025 contains non-GAAP financial measures. The following tables reconcile the non-GAAP financial measures in this press release to the most directly comparable financial measures prepared in accordance with GAAP.

The Company believes that the provision of these non-GAAP financial measures can provide useful measures for period-to-period comparisons of Oportun’s core business and useful information to investors and others in understanding and evaluating its operating results. However, non-GAAP financial measures are not calculated in accordance with GAAP and should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures do not reflect a comprehensive system of accounting, differ from GAAP measures with the same names, and may differ from non-GAAP financial measures with the same or similar names that are used by other companies.

Adjusted EBITDA

The Company defines Adjusted EBITDA as net income, adjusted to eliminate the effect of certain items as described below. The Company believes that Adjusted EBITDA is an important measure because it allows management, investors and its board of directors to evaluate and compare operating results, including return on capital and operating efficiencies, from period to period by making the adjustments described below. In addition, it provides a useful measure for period-to-period comparisons of Oportun’s business, as it removes the effect of income taxes, certain non-cash items, variable charges and timing differences.

The Company believes it is useful to exclude the impact of income tax expense, as reported, because historically it has included irregular income tax items that do not reflect ongoing business operations.
The Company believes it is useful to exclude depreciation and amortization and stock-based compensation expense because they are non-cash charges.
The Company believes it is useful to exclude the impact of interest expense associated with the Company’s corporate financing facilities, including the senior secured term loan and the residual financing facility, as it views this expense as related to its capital structure rather than its funding.
The Company excludes the impact of certain non-recurring charges, such as expenses associated with our workforce optimization, and other non-recurring charges because it does not believe that these items reflect ongoing business operations. Other non-recurring charges include litigation reserve, impairment charges, debt amendment and warrant amortization costs related to our corporate financing facilities.
The Company also excludes fair value mark-to-market adjustments on its loans receivable portfolio and asset-backed notes carried at fair value because these adjustments do not impact cash.

Adjusted Net Income

The Company defines Adjusted Net Income as net income adjusted to eliminate the effect of certain items as described below. The Company believes that Adjusted Net Income is an important measure of operating performance because it allows management, investors, and the Company’s board of directors to evaluate and compare its operating results, including return on capital and operating efficiencies, from period to period, excluding the after-tax impact of non-cash, stock-based compensation expense and certain non-recurring charges.

The Company believes it is useful to exclude the impact of income tax expense (benefit), as reported, because historically it has included irregular income tax items that do not reflect ongoing business operations. The Company also includes the impact of normalized income tax expense by applying a normalized statutory tax rate.
The Company believes it is useful to exclude the impact of certain non-recurring charges, such as expenses associated with our workforce optimization, and other non-recurring charges because it does not believe that these items reflect its ongoing business operations. Other non-recurring charges include litigation reserve, impairment charges, debt amendment and warrant amortization costs related to our corporate financing facilities.
The Company believes it is useful to exclude stock-based compensation expense because it is a non-cash charge.
The Company also excludes the fair value mark-to-market adjustment on its asset-backed notes carried at fair value to align with the 2023 accounting policy decision to account for new debt financings at amortized cost.

Adjusted Operating Expense and Adjusted Operating Expense Ratio

The Company defines Adjusted Operating Expense as total operating expenses adjusted to exclude stock-based compensation expense and certain non-recurring charges, such as expenses associated with our workforce optimization, and other non-recurring charges. Other non-recurring charges include litigation reserve, impairment charges, and debt amendment costs related to our Corporate Financing facility. The Company defines Adjusted Operating Expense Ratio as Adjusted Operating Expense divided by Average Daily Principal Balance. The Company believes Adjusted Operating Expense is an important measure because it allows management, investors and Oportun’s board of directors to evaluate and compare its operating costs from period to period, excluding the impact of non-cash, stock-based compensation expense and certain non-recurring charges. The Company believes Adjusted Operating Expense Ratio is an important measure because it allows management, investors and Oportun’s board of directors to evaluate how efficiently the Company is managing costs relative to revenue and Average Daily Principal Balance.

Adjusted Return on Equity
The Company defines Adjusted Return on Equity (“ROE”) as annualized Adjusted Net Income divided by average stockholders’ equity. Average stockholders’ equity is an average of the beginning and ending stockholders’ equity balance for each period. The Company believes Adjusted ROE is an important measure because it allows management, investors and its board of directors to evaluate the profitability of the business in relation to its stockholders’ equity and how efficiently it generates income from stockholders’ equity.

Adjusted EPS
The Company defines Adjusted EPS as Adjusted Net Income divided by weighted average diluted shares outstanding.


Oportun Financial Corporation RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (in millions, unaudited)

	Three Months Ended March 31,
Adjusted EBITDA		2025			2024
Net income (Loss)	$	9.8		$	(26.4	)
Adjustments:
Income tax expense (benefit)		3.4			(4.0	)
Interest on corporate financing		9.7			13.9
Depreciation and amortization		11.1			13.2
Stock-based compensation expense		2.8			4.0
Workforce optimization expenses		(0.1	)		0.8
Other non-recurring charges		1.8			3.5
Fair value mark-to-market adjustment		(4.9	)		(3.0	)
Adjusted EBITDA	$	33.5		$	1.9

	Three Months Ended March 31,
Adjusted Net Income	2025			2024
Net income (Loss)	$	9.8		$	(26.4	)
Adjustments:
Income tax expense (benefit)		3.4			(4.0	)
Stock-based compensation expense		2.8			4.0
Workforce optimization expenses		(0.1	)		0.8
Other non-recurring charges		1.8			3.5
Mark-to-market adjustment on ABS notes		7.9			27.1
Adjusted income before taxes		25.5			5.0
Normalized income tax expense		6.9			1.3
Adjusted Net Income (Loss)	$	18.6		$	3.6

Stockholders’ equity	$	366.1		$	382.0
GAAP ROE		11.0	%	(27.0		)%
Adjusted ROE (%) ⁽¹⁾		21.0	%		3.7	%

Note: Numbers may not foot or cross-foot due to rounding.
⁽¹⁾ Calculated as Adjusted Net Income (Loss) divided by average stockholders’ equity.


Oportun Financial Corporation RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (in millions, unaudited)

	Three Months Ended March 31,
Adjusted Operating Expense Ratio	2025			2024
OpEx Ratio		13.9	%		15.5	%

Total Operating Expense	$	92.7		$	109.6
Adjustments:
Stock-based compensation expense		(2.8	)		(4.0	)
Workforce optimization expenses		0.1			(0.8	)
Other non-recurring charges		(1.0	)		(3.1	)
Total Adjusted Operating Expense	$	88.9		$	101.7

Average Daily Principal Balance	$	2,705.2		$	2,851.7

Adjusted OpEx Ratio		13.3	%		14.3	%

Note: Numbers may not foot or cross-foot due to rounding.


Oportun Financial Corporation RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (in millions, except share and per share data, unaudited)

	Three Months Ended March 31,
GAAP Earnings (loss) per Share		2025		2024
Net income (loss)	$	9.8	$	(26.4	)
Net income (loss) attributable to common stockholders	$	9.8	$	(26.4	)

Basic weighted-average common shares outstanding		45,496,705		38,900,876
Weighted average effect of dilutive securities:
Stock options		—		—
Restricted stock units		1,541,094		—
Diluted weighted-average common shares outstanding		47,037,799		38,900,876

Earnings (loss) per share:
Basic	$	0.21	$	(0.68	)
Diluted	$	0.21	$	(0.68	)

	Three Months Ended March 31,
Adjusted Earnings (loss) Per Share		2025		2024
Diluted earnings (loss) per share	$	0.21	$	(0.68	)

Adjusted Net Income	$	18.6	$	3.6

Basic weighted-average common shares outstanding		45,496,705		38,900,876
Weighted average effect of dilutive securities:
Stock options		—		—
Restricted stock units		1,541,094		435,763
Diluted adjusted weighted-average common shares outstanding		47,037,799		39,336,639

Adjusted Earnings (loss) Per Share	$	0.40	$	0.09

Note: Numbers may not foot or cross-foot due to rounding.


Oportun Financial Corporation RECONCILIATION OF FORWARD LOOKING NON-GAAP FINANCIAL MEASURES (in millions, unaudited)

	2Q 2025						FY 2025
	Low			High			Low		High
Adjusted EBITDA
Net income	$	3.3	*	$	7.2	*	$	23.2	$	33.4
Adjustments:
Income tax expense (benefit)		0.9			1.9			6.3		9.0
Interest on corporate financing		9.0			9.0			36.5		36.5
Depreciation and amortization		10.7			10.7			41.1		41.1
Stock-based compensation expense		3.7			3.7			13.7		13.7
Other non-recurring charges		1.4			1.4			6.0		6.0
Fair value mark-to-market adjustment	*			*				8.3		5.3
Adjusted EBITDA	$	29.0		$	34.0		$	135.0	$	145.0

*Due to the uncertainty in macroeconomic conditions and quarterly volatility in the fair value mark to market adjustment, we are unable to precisely forecast the fair value mark-to-market adjustments on our loan portfolio and asset-backed notes on a quarterly basis. As a result, while we fully expect there to be a fair value mark-to-market adjustment which could have an impact on GAAP net income (loss), the net income (loss) number shown above assumes no change in the fair value mark-to-market adjustment.

	FY 2025
Adjusted Net Income and Adjusted EPS	Low		High
Net income	$	23.2	$	33.4
Adjustments:
Income tax expense (benefit)		6.3		9.0
Stock-based compensation expense		13.7		13.7
Other non-recurring charges		6.0		6.0
Mark-to-market adjustment on ABS notes		23.5		23.5
Adjusted income before taxes	$	72.6	$	85.6
Normalized income tax expense		19.6		23.1
Adjusted Net Income	$	53.0	$	62.5

Diluted weighted-average common shares outstanding		48.0		48.0

Diluted earnings per share	$	0.48	$	0.70
Adjusted Earnings Per Share	$	1.10	$	1.30

Note: Numbers may not foot or cross-foot due to rounding.

The MIL Network –

May 9, 2025

MIL-OSI: MARA Announces First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

Revenues increased 30% YoY to $214 million
Bitcoin holdings increased 174% YoY to 47,531 from 17,320 at the end of Q1 2024

Fort Lauderdale, FL, May 08, 2025 (GLOBE NEWSWIRE) — MARA Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”), a vertically integrated digital energy and infrastructure company that leverages high-intensity compute, such as bitcoin mining, to monetize excess energy and optimize power management, today announced its first quarter 2025 financial results in a letter to shareholders.

Investors are invited to access the first quarter 2025 shareholder letter at MARA’s website at ir.mara.com. A copy of the letter will also be furnished to the Securities and Exchange Commission on a Form 8-K.

MARA will hold a webcast and conference call at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time) today to discuss these financial results. To register to participate in the conference call, please use the link below.

Earnings Webcast and Conference Call Details
Date: Thursday, May 8, 2025
Time: 5:00 p.m. Eastern time (2:00 p.m. Pacific time)
Registration link: LINK

The webcast will also be available for replay at MARA’s website at ir.mara.com. If you have any difficulty connecting to the conference call, please contact MARA’s investor relations team at ir@mara.com.

About MARA
MARA (NASDAQ: MARA) is a vertically integrated digital energy and infrastructure company that leverages high-intensity compute, such as bitcoin mining, to monetize excess energy and optimize power management. We are focused on two key priorities: strategically growing by shifting our model toward low-cost energy with more efficient capital deployment and bringing to market a full suite of solutions for data centers and edge inference – including energy management, load balancing, and advanced cooling.

For more information, visit www.mara.com, or follow us on:
Twitter: @MARAHoldings
LinkedIn: www.linkedin.com/company/MARAHoldings
Facebook: www.facebook.com/MARAHoldings
Instagram: @MARAHoldingsInc

MARA Company Contact:
Telephone: 800-804-1690
Email: ir@mara.com

MARA Media Contact:
Email: mara@wachsman.com

The MIL Network –

May 9, 2025

MIL-OSI: Synaptics Reports Third Quarter Fiscal 2025 Results

Source: GlobeNewswire (MIL-OSI)

Quarterly revenues increased 12% year-over-year, driven by a 43% growth in Core IoT product sales

Q3’25 Financial Results

Revenue of $266.6 million
GAAP gross margin of 43.4%
Non-GAAP gross margin of 53.5%
GAAP loss per share of $0.56
Non-GAAP diluted earnings per share of $0.90
Repurchased approximately 546,000 shares for $37.9 million

SAN JOSE, Calif., May 08, 2025 (GLOBE NEWSWIRE) — Synaptics Incorporated (Nasdaq: SYNA) today reported financial results for its third quarter of fiscal 2025 ended March 29, 2025.

Net revenue for the third quarter of fiscal 2025 was $266.6 million. GAAP net loss for the third quarter of fiscal 2025 was $21.8 million, or a loss of $0.56 per basic share. Non-GAAP net income for the third quarter of fiscal 2025 was $35.3 million, or $0.90 per diluted share.

“We delivered another solid quarter, with revenues increasing by over 12 percent year-over-year, marking our fourth consecutive quarter of year-over-year growth. This momentum was driven by our Core IoT products, which grew 43% year-over-year in the third quarter and accounted for 25% of total sales. Our strategic initiatives in the IoT market continue to gain traction. During the quarter, we launched several new products including Wi-Fi 7 solutions, broad markets devices, and next-generation Touch controllers that strengthen our portfolio and position the company for long-term growth,” said Ken Rizvi, Synaptics’ Interim CEO and Chief Financial Officer.

Business Outlook
Ken Rizvi added, “We remain focused on executing to our technology roadmap and growth initiatives, while staying agile and disciplined as we navigate the current macroeconomic and trade environment. Our balance sheet is strong and we generated over $74 million in cash flow from operations in the third quarter demonstrating the underlying strength in our business. Looking ahead, our fourth quarter guidance reflects improving demand trends, with expectations of both sequential and year-over-year revenue growth. We remain focused on delivering long-term value for our stockholders, customers, and employees.”

The fourth quarter fiscal 2025 outlook information provided below is based on the company’s current estimates and is not a guarantee of future performance. These statements are forward-looking and actual results may differ materially. Refer to the “Cautionary Statement Regarding Forward-Looking Statements” section below for information on the factors that could cause the Company’s actual results to differ materially from these forward-looking statements.

For the fourth quarter of fiscal 2025, the company expects:


	GAAP	Non-GAAP Adjustment	Non-GAAP

Revenue	$280M ± $15M	N/A	N/A

Gross Margin*	42.5 percent ± 2.0 percent	$30M ± $1M	53.5 percent ± 1.0 percent

Operating Expense**	$150M ± $4M	$47M ± $2M	$103M ± $2M

Earnings (loss) per share***	($0.68) ± $0.30	$1.68 ± $0.10	$1.00 ± $0.20

* Projected Non-GAAP gross margin excludes $28.0 to $30.0 million acquisition and integration-related costs and $1.0 million share-based compensation.

** Projected Non-GAAP operating expense excludes $39.0 to $40.0 million in share-based compensation costs, and $6.0 to $9.0 million acquisition and integration related costs.

*** Projected Non-GAAP earnings (loss) per share excludes $1.03 to $1.05 in share-based compensation costs, $0.94 to $0.98 acquisition and integration related costs, and ($0.30) to ($0.34) other non-cash and Non-GAAP tax adjustments.

Earnings Call and Supplementary Materials
The Synaptics third quarter fiscal 2025 teleconference and webcast is scheduled to begin at 2:00 p.m. PT (5:00 p.m. ET), on Thursday, May 8, 2025, during which the company may discuss forward-looking information.

Speaker:

Ken Rizvi, Interim CEO and Chief Financial Officer

To participate on the live call, analysts and investors should pre-register at Synaptics Q3 FY2025 Earnings Call Registration.
https://register-conf.media-server.com/register/BI116ee59c921049ac96b9faa761d08c9c.

Supplementary slides, a copy of the prepared remarks, and a live and archived webcast of the conference call will be accessible from the “Investor Relations” section of the company’s website at https://investor.synaptics.com/.

About Synaptics Incorporated:
Synaptics (Nasdaq: SYNA) is driving innovation in AI at the Edge, bringing AI closer to end users and transforming how we engage with intelligent connected devices, whether at home, at work, or on the move. As a go-to partner for forward-thinking product innovators, Synaptics powers the future with its cutting-edge Synaptics Astra™ AI-Native embedded compute, Veros™ wireless connectivity, and multimodal sensing solutions. We’re making the digital experience smarter, faster, more intuitive, secure, and seamless. From touch, display, and biometrics to AI-driven wireless connectivity, video, vision, audio, speech, and security processing, Synaptics is a force behind the next generation of technology enhancing how we live, work, and play. Follow Synaptics on LinkedIn, X and Facebook, or visit synaptics.com.

Use of Non-GAAP Financial Information
In evaluating its business, Synaptics considers and uses Non-GAAP Net Income, which we define as net income excluding share-based compensation, acquisition-related costs, and certain other non-cash or recurring and non-recurring items the company does not believe are indicative of its core operating performance, as a supplemental measure of operating performance. Non-GAAP Net Income is not a measurement of the company’s financial performance under GAAP and should not be considered as an alternative to GAAP Net Income. The company presents Non-GAAP Net Income because it considers it an important supplemental measure of its performance since it facilitates operating performance comparisons from period to period by eliminating potential differences in net income caused by the existence and timing of share-based compensation charges, acquisition and integration-related costs, restructuring costs, and certain other non-cash or recurring and non-recurring items. Non-GAAP Net Income has limitations as an analytical tool and should not be considered in isolation or as a substitute for the company’s GAAP Net Income. The principal limitations of this measure are that it does not reflect the company’s actual expenses and may thus have the effect of inflating its net income and net income per share as compared to its operating results reported under GAAP. In addition, the company presents components of Non-GAAP Net Income, such as Non-GAAP Gross Margin, Non-GAAP operating expenses and Non-GAAP operating margin, for similar reasons.

As presented in the “Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures” tables that follow, Non-GAAP Net Income and each of the other Non-GAAP financial measures excludes one or more of the following items:

Acquisition and integration-related costs
Acquisition and integration-related costs primarily consist of:

amortization of purchased intangibles, which include acquired intangibles such as developed technology, customer relationships, trademarks, backlog, licensed technology, patents, and in-process technology when post-acquisition development is determined to be substantively complete;
inventory fair value adjustments affecting the carrying value of inventory acquired in an acquisition;
transitory post-acquisition incentive programs negotiated in connection with an acquired business or designed to encourage post-acquisition retention of key employees; and
legal and consulting costs directly associated with acquisitions, potential acquisitions and refinancing costs, including non-recurring acquisition related costs and services.

These acquisition and integration-related costs are not factored into the company’s evaluation of its ongoing business operating performance or potential acquisitions, as they are not considered as part of the company’s principal operations. Further, the amount of these costs can vary significantly from period to period based on the terms of an earn-out arrangement, revisions to assumptions that went into developing the estimate of the contingent consideration associated with an earn-out arrangement, the size and timing of an acquisition, the lives assigned to the acquired intangible assets, and the maturity of the business acquired. Excluding acquisition related costs from Non-GAAP measures provides investors with a basis to compare Synaptics against the performance of other companies without the variability and potential earnings volatility associated with purchase accounting and acquisition-related items.

Share-based compensation
Share-based compensation expense relates to employee equity award programs and the vesting of the underlying awards, which includes stock options, deferred stock units, market stock units, performance stock units, phantom stock units and the employee stock purchase plan. Share-based compensation settled with stock, which includes stock options, deferred stock units, market stock units, performance stock units and the employee stock purchase plan, is a non-cash expense, while share-based compensation settled with cash, which includes phantom stock units, is a cash expense. Settlement of all employee equity award programs, whether settled with cash or stock, varies in amount from period to period and is dependent on market forces that are often beyond the company’s control. As a result, the company excludes share-based compensation from its internal operating forecasts and models. The company believes that Non-GAAP measures reflecting adjustments for share-based compensation provide investors with a basis to compare the company’s principal operating performance against the performance of peer companies without the variability created by share-based compensation resulting from the variety of equity-linked compensatory awards used by other companies and the varying methodologies and assumptions used.

Intangible asset impairment charge
Intangible asset impairment charge represents the excess carrying value of an indefinite-lived asset over its fair value. The intangible asset impairment charge is a non-cash charge. The company excludes intangible asset impairment charge from its internal operating forecasts and models when evaluating its ongoing business performance. The company believes that Non-GAAP measures, reflecting adjustments for intangible asset impairment charge, provide investors with a basis to compare the company’s principal operating performance against the performance of other companies without the variability created by the intangible asset impairment charge.

Restructuring costs
Restructuring costs are costs incurred to address cost structure inefficiencies of acquired or existing business operations and consist primarily of employee termination, asset disposal and office closure costs, including the reversal of such costs. As a result, the company excludes restructuring costs from its internal operating forecasts and models when evaluating its ongoing business performance. The company believes that Non-GAAP measures reflecting adjustments for restructuring costs provide investors with a basis to compare the company’s principal operating performance against the performance of other companies without the variability created by restructuring costs designed to address cost structure inefficiencies of acquired or existing business operations.

Site remediation accrual
Site remediation accrual represents an update to the estimated future costs associated with the ongoing planning and remediation of a site contamination project from an acquisition. As we evaluate progress on our ongoing remediation effort and as we work with governmental organizations to update our remediation plan to meet the evolving guidelines, we estimate costs associated with plan revisions to determine if our liability has changed. Excluding the site remediation accrual from Non-GAAP measures provides investors with a basis to compare Synaptics against the performance of other companies without the variability associated with the site remediation accrual.

Legal settlement accruals and other
Legal settlement accruals and other represent our estimated cost of settling legal claims and any obligations to indemnify a counterparty against third party claims that are unusual or infrequent. As a result, the company will exclude these settlement charges from its internal operating forecasts and models when evaluating its ongoing business performance. The company believes that non-GAAP measures reflecting an adjustment for settlement charges provide investors with a basis to compare the company’s principal operating performance against the performance of other companies without the variability created by unusual or infrequent settlement accruals designed to address non-recurring or non-routine costs.

Loss on early extinguishment of debt
Loss on extinguishment of debt represents a non-cash item based on the difference in the carrying value of the debt and the fair value of the debt when extinguished. Loss on early extinguishment of debt is excluded from Non-GAAP results as it is non-cash. Excluding loss on early extinguishment of debt from Non-GAAP measures provides investors with a basis to compare Synaptics against the performance of other companies without the variability associated with loss on early extinguishment of debt.

Other non-cash items
Other non-cash items include non-cash amortization of debt discount and issuance costs. These items are excluded from Non-GAAP results as they are non-cash. Excluding other non-cash items from Non-GAAP measures provides investors with a basis to compare Synaptics against the performance of other companies without the variability associated with other non-cash items.

Non-GAAP tax adjustments
The company forecasts its long-term Non-GAAP tax rate in order to provide investors with improved long-term modeling accuracy and consistency across financial reporting periods by eliminating the effects of certain items in our Non-GAAP net income and Non-GAAP net income per share, including the type and amount of share-based compensation, the taxation of post-acquisition intercompany intellectual property cross-licensing or transfer transactions, and the impact of other acquisition items that may or may not be tax deductible. The company intends to evaluate its long-term Non-GAAP tax rate annually for significant events, including material tax law changes in the major tax jurisdictions in which the company operates, corporate organizational changes related to acquisitions or tax planning opportunities, and substantive changes in our geographic earnings mix.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains statements that are not historical facts but rather forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements related to the company’s current expectations and projections relating to its financial condition, results of operations, including the company’s financial guidance for fourth quarter fiscal 2025, plans, objectives, future performance and business, including the expected benefits from the transaction with Broadcom. Such forward-looking statements may include words such as “expect,” “anticipate,” “intend,” “believe,” “estimate,” “plan,” “target,” “strategy,” “continue,” “may,” “commit,” “will,” “should,” variations of such words, or other words and terms of similar meaning. All forward-looking statements are based upon the company’s current expectations or various assumptions. The company’s expectations and assumptions are expressed in good faith, and the company believes there is a reasonable basis for them. However, there can be no assurance that such forward-looking statements will materialize or prove to be correct as forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors which may cause actual future results, performance or achievements to differ materially from the future results, performance or achievements expressed in or implied by such forward-looking statements. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those set out in the forward-looking statements, including risks related to macroeconomic uncertainties in the U.S. and globally, including trade tensions, tariffs, supply chain disruptions, and inflation, which may adversely affect our products and those of our customers and suppliers; risks related to the company’s dependence on its solutions for the Core IoT and Enterprise and Automotive product applications market for a substantial portion of its revenue; the volatility of the company’s net revenue from its solutions for Core IoT and Enterprise and Automotive product applications; the company’s dependence on one or more large customers; the company’s exposure to industry downturns and cyclicality in its target markets; the company’s ability to successfully offer product solutions for new markets; the company’s expectations regarding technology and strategic investments and the anticipated timing or benefits thereof; the company’s ability to execute on its cost reduction initiatives and to achieve expected synergies and expense reductions; the company’s ability to maintain and build relationships with its customers; the company’s dependence on third parties to maintain satisfactory manufacturing yields and deliverable schedule; the company’s indemnification obligations for any third party claims; risks related to global and geopolitical tensions, regional instabilities and hostilities (including the conflict in the Middle East), economic volatility, and regulatory changes, including tariff increases, any of which may lead to reduced customer demand, supply chain disruptions, and increased costs, which could require operational adjustments such as reductions in force, adversely affecting our business and results of operations; risks related to the company’s ability to recruit and retain key personnel, particularly during a CEO transition period; the company’s ability to realize anticipated benefits from the transaction with Broadcom, the company’s ability to grow sales and expand into the serviceable wireless market as expected; risks related to our ability to deliver expected financial or strategic benefits from investing in growth while simultaneously returning capital to shareholders through share repurchases; and other risks as identified in the “Risk Factors,” “Management’ Discussion and Analysis of Financial Condition and Results of Operations” and “Business” sections of the company’s most recent Annual Report on Form 10-K and the company’s most recent Quarterly Report on Form 10-Q; and other risks as identified from time to time in the company’s Securities and Exchange Commission reports. For any forward-looking statements contained in this press release, the company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and the company assumes no obligation to update publicly or revise any forward-looking statements in light of new information or future events, except as required by law.

Synaptics and the Synaptics logo are trademarks of Synaptics in the United States and/or other countries. All other marks are the property of their respective owners.

For more information, please contact:
Munjal Shah
Head of Investor Relations
+1-408-518-7639
munjal.shah@synaptics.com


SYNAPTICS INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (In millions) (Unaudited)

	March 2025			June 2024
ASSETS
Current Assets:
Cash and cash equivalents	$	360.4		$	876.9
Short-term investments		61.0			—
Accounts receivable, net		132.0			142.4
Inventories, net		132.9			114.0
Prepaid expenses and other current assets		26.3			29.0
Total current assets		712.6			1,162.3
Property and equipment, net		71.0			75.5
Goodwill		872.3			816.4
Acquired intangibles, net		296.3			288.4
Deferred tax assets		389.0			345.6
Other non-current assets		213.1			136.8
Total assets	$	2,554.3		$	2,825.0
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	90.0		$	87.5
Accrued compensation		46.7			27.4
Other accrued liabilities		110.8			156.3
Current portion of long-term debt		—			6.0
Total current liabilities		247.5			277.2
Long-term debt		834.2			966.9
Other long-term liabilities		85.6			114.1
Total liabilities		1,167.3			1,358.2
Stockholders’ Equity:
Common stock and additional paid-in capital		1,183.2			1,107.1
Treasury stock		(990.8	)		(878.0	)
Retained earnings		1,194.6			1,237.7
Total stockholders’ equity		1,387.0			1,466.8
Total liabilities and stockholders’ equity	$	2,554.3		$	2,825.0

SYNAPTICS INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In millions, except per share data) (Unaudited)

	Three Months Ended						Nine Months Ended
	March						March
		2025			2024			2025			2024
Net revenue	$	266.6		$	237.3		$	791.5		$	712.0
Cost of revenue		150.8			127.0			432.6			385.6
Gross margin		115.8			110.3			358.9			326.4
Operating expenses:
Research and development		88.6			83.4			253.2			251.9
Selling, general, and administrative		34.7			40.5			134.2			122.5
Acquired intangibles amortization (1)		4.5			4.0			12.1			13.4
Intangible asset impairment charges (2)		13.8			—			13.8			—
Restructuring costs (3)		0.5			(0.2	)		15.5			9.1
Total operating expenses		142.1			127.7			428.8			396.9
Operating loss		(26.3	)		(17.4	)		(69.9	)		(70.5	)
Interest and other expense, net		(1.1	)		(5.9	)		(11.3	)		(17.4	)
Loss on early extinguishment of debt		—			—			(6.5	)		—
Loss before benefit from income taxes		(27.4	)		(23.3	)		(87.7	)		(87.9	)
Benefit from income taxes		(5.6	)		(5.2	)		(44.6	)		(5.2	)
Net loss	$	(21.8	)	$	(18.1	)	$	(43.1	)	$	(82.7	)
Net loss per share:
Basic	$	(0.56	)	$	(0.46	)	$	(1.09	)	$	(2.12	)
Diluted	$	(0.56	)	$	(0.46	)	$	(1.09	)	$	(2.12	)
Shares used in computing net loss per share:
Basic		39.0			39.3			39.5			39.1
Diluted		39.0			39.3			39.5			39.1

(1) These acquisition related costs consist primarily of amortization associated with certain acquired intangible assets. (2) Intangible asset impairment charges represent the excess carrying value of certain indefinite-lived asset over its fair value. (3) Restructuring costs primarily include severance related costs associated with operational restructurings.

SYNAPTICS INCORPORATED Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures (In millions, except per share data) (Unaudited)

	Three Months Ended						Nine Months Ended
	March						March
		2025			2024			2025			2024
GAAP gross margin	$	115.8		$	110.3		$	358.9		$	326.4
Acquisition and integration related costs		26.6			14.3			68.2			46.5
Share-based compensation		0.3			1.0			(2.1	)		3.2
Non-GAAP gross margin	$	142.7		$	125.6		$	425.0		$	376.1
GAAP gross margin – percentage of revenue		43.4	%		46.5	%		45.3	%		45.8	%
Acquisition and integration related costs – percentage of revenue		10.0	%		6.0	%		8.6	%		6.5	%
Share-based compensation – percentage of revenue		0.1	%		0.4	%		(0.2	%)		0.5	%
Non-GAAP gross margin – percentage of revenue		53.5	%		52.9	%		53.7	%		52.8	%
GAAP research and development expense	$	88.6		$	83.4		$	253.2		$	251.9
Share-based compensation		(18.5	)		(15.0	)		(48.6	)		(45.7	)
Non-GAAP research and development expense	$	70.1		$	68.4		$	204.6		$	206.2
GAAP selling, general, and administrative expense	$	34.7		$	40.5		$	134.2			122.5
Share-based compensation		(1.1	)		(13.9	)		(35.2	)		(43.4	)
Acquisition and integration related costs		(1.7	)		—			(6.4	)		—
Site remediation accrual		—			—			—			(1.6	)
Legal settlement accruals and other		(0.8	)		—			(3.0	)		—
Non-GAAP selling, general, and administrative expense	$	31.1		$	26.6		$	89.6		$	77.5
GAAP operating loss	$	(26.3	)	$	(17.4	)	$	(69.9	)	$	(70.5	)
Acquisition and integration related costs		32.8			18.3			86.7			59.9
Share-based compensation		19.9			29.9			81.7			92.3
Legal settlement accruals and other		0.8			—			3.0			—
Restructuring costs		0.5			(0.2	)		15.5			9.1
Intangible asset impairment		13.8			—			13.8			—
Site remediation accrual		—			—			—			1.6
Non-GAAP operating income	$	41.5		$	30.6		$	130.8		$	92.4
GAAP net loss	$	(21.8	)	$	(18.1	)	$	(43.1	)	$	(82.7	)
Acquisition and integration related costs		32.8			18.3			86.7			59.9
Share-based compensation		19.9			29.9			81.7			92.3
Restructuring costs		0.5			(0.2	)		15.5			9.1
Intangible asset impairment		13.8			—			13.8			—
Site remediation accrual		—			—			—			1.6
Legal settlement accruals and other		0.8			—			3.0			—
Loss on early extinguishment of debt		—			—			6.5			—
Other non-cash items		0.7			0.6			1.9			1.9
Non-GAAP tax adjustments		(11.4	)		(9.5	)		(61.6	)		(18.3	)
Non-GAAP net income	$	35.3		$	21.0		$	104.4		$	63.8
GAAP net loss per share	$	(0.56	)	$	(0.46	)	$	(1.09	)	$	(2.12	)
Acquisition and integration related costs		0.84			0.47			2.19			1.53
Share-based compensation		0.51			0.76			2.07			2.36
Restructuring costs		0.01			(0.01	)		0.39			0.23
Intangible asset impairment		0.35			—			0.35			—
Site remediation accrual		—			—			—			0.04
Legal settlement accruals and other		0.02			—			0.08			—
Loss on early extinguishment of debt		—			—			0.16			—
Other non-cash items		0.02			0.02			0.05			0.05
Non-GAAP tax adjustments		(0.29	)		(0.24	)		(1.56	)		(0.47	)
Share adjustment		—			(0.01	)		(0.02	)		—
Non-GAAP net income per share – diluted	$	0.90		$	0.53		$	2.62		$	1.62

SYNAPTICS INCORPORATED CONDENSED CONSOLIDATED CASH FLOWS (In millions) (Unaudited)

	Nine Months Ended
	March 2025
		2025			2024
Net loss	$	(43.1	)	$	(82.7	)
Non-cash operating items		161.0			176.8
Changes in working capital		(33.1	)		(23.2	)
Net cash provided by operating activities		84.8			70.9

Acquisition of business, net of cash and cash equivalents acquired		(198.8	)		—
Purchase of intangible assets		(10.0	)		(13.5	)
Purchases of short-term investments		(61.0	)		(16.6	)
Advance payment on intangible assets		—			(116.5	)
Net proceeds from maturities and sales of short-term investments and other		—			26.0
Purchases of property and equipment		(19.2	)		(26.1	)
Net cash used in investing activities		(289.0	)		(146.7	)

Proceeds from issuance of convertible senior notes, net of issuance costs		439.5			—
Payment of debt issuance costs on convertible senior notes and revolving credit facility		(4.4	)		—
Payments for capped call transactions related to the convertible senior notes		(49.9	)		—
Repurchases of common stock, excluding excise taxes		(112.3	)		—
Equity compensation, net		(3.3	)		(17.8	)
Repayment of debt		(583.5	)		(6.0	)
Other		0.9			3.4
Net cash used in financing activities		(313.0	)		(20.4	)
Effect of exchange rate changes on cash and cash equivalents		0.7			(0.4	)
Net decrease in cash and cash equivalents		(516.5	)		(96.6	)
Cash and cash equivalents, beginning of period		876.9			924.7
Cash and cash equivalents, end of period	$	360.4		$	828.1

The MIL Network –

May 9, 2025

MIL-OSI: Lantronix Reports Results for Third Quarter of Fiscal 2025

Source: GlobeNewswire (MIL-OSI)

Third Quarter Net Revenue of $28.5 Million
Third Quarter GAAP EPS of ($0.10)
Third Quarter Non-GAAP EPS of $0.03

IRVINE, Calif., May 08, 2025 (GLOBE NEWSWIRE) — Lantronix Inc. (NASDAQ: LTRX), a global leader of compute and connectivity for the Internet of Things (IoT) solutions enabling Artificial Intelligence (AI) Edge Intelligence, today reported results for its third quarter of fiscal 2025.

Despite a complex macroeconomic environment, Lantronix delivered revenue within guidance and continued executing its long-term strategy toward becoming a leader in intelligent edge computing.

Lantronix continued its leadership in AI edge intelligence and industrial connectivity through several key initiatives in the last quarter. The company enabled Teledyne/FLIR’s AI-driven drone thermal camera, validating the performance and reliability of its Open-Q™ platform in mission-critical edge vision systems. Further expanding its AI-capable compute portfolio, Lantronix launched the Open-Q™ 8550CS SoM, built on Qualcomm’s advanced QCS8550 processor, which delivers premium AI/ML performance and is designed for next-generation industrial and robotics applications.

Q3 FY2025 Financial Results

Net Revenue: $28.5 million, in range of $27.0 million to $31.0 million guidance
GAAP EPS: ($0.10), compared to ($0.01) in Q3 FY2024 and ($0.06) in Q2 FY2025
Non-GAAP EPS: $0.03, compared to $0.11 in Q3 FY2024 and $0.04 in Q2 FY2025

“We’re positioning Lantronix to lead the next wave of industrial and enterprise transformation at the edge,” said Saleel Awsare, president and CEO of Lantronix. “This quarter reflects continued investment in high-growth areas — from AI-enabled gateways to 5G connectivity — while advancing our innovation roadmap, global partnerships and talent base.”

Q4 FY2025 Business Outlook

Lantronix expects the following results for the fourth fiscal quarter ending June 30, 2025:

Revenue: $26.5 million to $30.5 million
Non-GAAP EPS: $0.00 to $0.02

Conference Call and Webcast

Management will host an investor conference call and audio webcast on Thursday, May 8, 2025, at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) to discuss its results for the third quarter of fiscal 2025 that ended March 31, 2025. To access the live conference call, investors should dial 1-844-802-2442 (U.S.) or 1-412-317-5135 (international) and indicate they are participating in the Lantronix fiscal 2025 third-quarter call.

Investors can access a conference call replay starting at approximately 8:00 p.m. Pacific Time on May 8, 2025, on the Lantronix website. A telephonic replay will also be available through May 15, 2025, by dialing 1-877-344-7529 (US) or 1-412-317-0088 (international) or Canada Toll-Free 855-669-9658 and entering passcode 3110521.

About Lantronix

Lantronix Inc. is a global leader of compute and connectivity IoT solutions that target high-growth markets, including Smart Cities, Enterprise and Transportation. Lantronix’s products and services empower companies to succeed in the growing IoT markets by delivering customizable solutions that enable AI Edge Intelligence. Lantronix’s advanced solutions include Intelligent Substations infrastructure, Infotainment systems and Video Surveillance, supplemented with advanced Out-of-Band Management (OOB) for Cloud and Edge Computing.

For more information, visit the Lantronix website.

Discussion of Non-GAAP Financial Measures

Lantronix believes that the presentation of non-GAAP financial information, when presented in conjunction with the corresponding GAAP measures, provides important supplemental information to management and investors regarding financial and business trends relating to the company’s financial condition and results of operations. Management uses the aforementioned non-GAAP measures to monitor and evaluate ongoing operating results and trends to gain an understanding of our comparative operating performance. The non-GAAP financial measures disclosed by the company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations of the non-GAAP financial measures to the financial measures calculated in accordance with GAAP should be carefully evaluated. The non-GAAP financial measures used by the company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. The company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

Non-GAAP net loss consists of net loss excluding (i) share-based compensation and the employer portion of withholding taxes on stock grants, (ii) depreciation and amortization, (iii) interest income (expense), (iv) other income (expense), (v) income tax provision (benefit), (vi) restructuring, severance and related charges, (vii) acquisition related costs, (viii) impairment of long-lived assets, (ix) amortization of purchased intangibles, (x) amortization of manufacturing profit in acquired inventory, (xi) fair value remeasurement of earnout consideration, and (xii) loss on extinguishment of debt.

Non-GAAP EPS is calculated by dividing non-GAAP net loss by non-GAAP weighted-average shares outstanding (diluted). For purposes of calculating non-GAAP EPS, the calculation of GAAP weighted-average shares outstanding (diluted) is adjusted to exclude share-based compensation, which for GAAP purposes is treated as proceeds assumed to be used to repurchase shares under the GAAP treasury stock method.

Guidance on earnings per share growth is provided only on a non-GAAP basis due to the inherent difficulty of forecasting the timing or amount of certain items that have been excluded from the forward-looking non-GAAP measures, and a reconciliation to the comparable GAAP guidance has not been provided because certain factors that are materially significant to Lantronix’s ability to estimate the excluded items are not accessible or estimable on a forward-looking basis without unreasonable effort.

Forward-Looking Statements

This news release contains forward-looking statements, including statements concerning our revenue and earnings expectations for the fourth fiscal quarter of 2025, our positioning to capitalize on the next wave of industrial and enterprise transformation using edge computing, and our expectations regarding high-growth market areas. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. We have based our forward-looking statements on our current expectations and projections about trends affecting our business and industry and other future events. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Forward-looking statements are subject to substantial risks and uncertainties that could cause our results or experiences, or future business, financial condition, results of operations or performance, to differ materially from our historical results or those expressed or implied in any forward-looking statement contained in this news release. Other factors which could have a material adverse effect on our operations and future prospects or which could cause actual results to differ materially from our expectations include, but are not limited to: the effects of negative or worsening regional and worldwide economic conditions or market instability on our business, including effects on purchasing decisions by our customers; our ability to mitigate any disruption in our and our suppliers’ and vendors’ supply chains due to changes in U.S. trade policy, including recently increased or future tariffs, a pandemic or similar outbreak, wars and recent conflicts in Europe, Asia and the Middle East, hostilities in the Red Sea, or other causes; our ability to successfully convert our backlog and current demand; the impact of a pandemic or similar outbreak on our business, employees, customers, supply and distribution chains and the global economy; our ability to successfully implement our acquisition strategy or integrate acquired companies; uncertainty as to the future profitability of acquired businesses, and delays in the realization of, or the failure to realize, any accretion from acquisition transactions; acquiring, managing and integrating new operations, businesses or assets, and the associated diversion of management attention or other related costs or difficulties; our ability to continue to generate revenue from products sold into mature markets; our ability to develop, market, and sell new products; our ability to succeed with our new software offerings; our use of AI may result in reputational, competitive or financial harm and liability; fluctuations in our revenue due to the project-based timing of orders from certain customers; unpredictable timing of our revenues due to the lengthy sales cycle for our products and services and potential delays in customer completion of projects; our ability to accurately forecast future demand for our products; delays in qualifying revisions of existing products; constraints or delays in the supply of, or quality control issues with, certain materials or components; difficulties associated with the delivery, quality or cost of our products from our contract manufacturers or suppliers; risks related to the outsourcing of manufacturing and international operations; difficulties associated with our distributors or resellers; intense competition in our industry and resultant downward price pressure; rises in inventory levels and inventory obsolescence; undetected software or hardware errors or defects in our products; cybersecurity risks; our ability to obtain appropriate industry certifications or approvals from governmental regulatory bodies; changes in applicable U.S. and foreign government laws, regulations, and tariffs; our ability to protect patents and other proprietary rights and avoid infringement of others’ proprietary technology rights; issues relating to the stability of our financial and banking institutions and relationships; the level of our indebtedness, our ability to service our indebtedness and the restrictions in our debt agreements; the impact of rising interest rates; our ability to attract and retain qualified management; and any additional factors included in our Report on Form 10-K for the fiscal year ended June 30, 2024, filed with the Securities and Exchange Commission (the “SEC”) on Sept. 9, 2024, including in the section entitled “Risk Factors” in Item 1A of Part I of that report; in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, expected to be filed with the SEC on or about May 9, 2025 including in the section entitled “Risk Factors” in Item 1A of Part II of such report; and in our other public filings with the SEC. In addition, actual results may differ as a result of additional risks and uncertainties of which we are currently unaware or which we do not currently view as material to our business. For these reasons, investors are cautioned not to place undue reliance on any forward-looking statements. The forward-looking statements we make speak only as of the date on which they are made. We expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations, except as required by applicable law or the rules of the Nasdaq Stock Market LLC. If we do update or correct any forward-looking statements, investors should not conclude that we will make additional updates or corrections.

Lantronix Analyst and Investor Contact:

investors@lantronix.com

LANTRONIX, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

	March 31,			June 30,
	2025			2024
Assets
Current assets:
Cash and cash equivalents	$	19,999		$	26,237
Accounts receivable, net		23,648			31,279
Inventories, net		28,151			27,698
Contract manufacturers’ receivables		1,637			1,401
Prepaid expenses and other current assets		3,029			2,335
Total current assets		76,464			88,950
Property and equipment, net		2,768			4,016
Goodwill		31,089			27,824
Intangible assets, net		4,310			5,251
Lease right-of-use assets		8,974			9,567
Other assets		584			600
Total assets	$	124,189		$	136,208

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	11,005		$	10,347
Accrued payroll and related expenses		3,905			5,836
Current portion of long-term debt, net		3,063			3,002
Other current liabilities		10,594			10,971
Total current liabilities		28,567			30,156
Long-term debt, net		9,458			13,219
Other non-current liabilities		10,694			11,478
Total liabilities		48,719			54,853

Commitments and contingencies

Stockholders’ equity:
Common stock		4			4
Additional paid-in capital		306,858			304,001
Accumulated deficit		(231,763	)		(223,021	)
Accumulated other comprehensive income		371			371
Total stockholders’ equity		75,470			81,355
Total liabilities and stockholders’ equity	$	124,189		$	136,208

LANTRONIX, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)


	Three Months Ended									Nine Months Ended
	March 31,			December 31,			March 31,			March 31,
	2025			2024			2024			2025			2024
Net revenue	$	28,500		$	31,161		$	41,183		$	94,084		$	111,252
Cost of revenue		16,097			17,877			24,679			53,922			65,620
Gross profit		12,403			13,284			16,504			40,162			45,632
Operating expenses:
Selling, general and administrative		8,959			8,811			9,753			27,237			29,147
Research and development		4,463			4,984			5,186			14,403			15,017
Restructuring, severance and related charges		1,581			193			350			2,674			900
Acquisition-related costs		100			208			–			337			–
Fair value remeasurement of earnout consideration		–			–			–			–			(9	)
Amortization of intangible assets		879			1,248			1,310			3,378			4,004
Total operating expenses		15,982			15,444			16,599			48,029			49,059
Loss from operations		(3,579	)		(2,160	)		(95	)		(7,867	)		(3,427	)
Interest expense, net		(159	)		(126	)		(171	)		(404	)		(741	)
Other income (loss), net		(19	)		8			2			(48	)		(2	)
Loss before income taxes		(3,757	)		(2,278	)		(264	)		(8,319	)		(4,170	)
Provision for income taxes		111			94			159			423			732
Net loss	$	(3,868	)	$	(2,372	)	$	(423	)	$	(8,742	)	$	(4,902	)
Net loss per share – basic and diluted	$	(0.10	)	$	(0.06	)	$	(0.01	)	$	(0.23	)	$	(0.13	)
Weighted-average common shares – basic and diluted		38,820			38,631			37,509			38,493			37,283

LANTRONIX, INC.
UNAUDITED RECONCILIATION OF NON-GAAP ADJUSTMENTS
(In thousands, except per share data)

	Three Months Ended									Nine Months Ended
	March 31,			December 31,			March 31,			March 31,
	2025			2024			2024			2025			2024

GAAP net loss	$	(3,868	)	$	(2,372	)	$	(423	)	$	(8,742	)	$	(4,902	)
Non-GAAP adjustments:
Cost of revenue:
Share-based compensation		34			48			66			146			171
Employer portion of withholding taxes on stock grants		–			2			1			7			6
Amortization of manufacturing profit in acquired inventory		44			–			190			44			696
Depreciation and amortization		101			114			144			338			339
Total adjustments to cost of revenue		179			164			401			535			1,212
Selling, general and administrative:
Share-based compensation		1,159			1,044			1,337			3,329			4,238
Employer portion of withholding taxes on stock grants		13			20			21			111			68
Depreciation and amortization		345			348			352			1,044			1,024
Total adjustments to selling, general and administrative		1,517			1,412			1,710			4,484			5,330
Research and development:
Share-based compensation		324			421			469			1,155			1,381
Employer portion of withholding taxes on stock grants		4			2			9			25			27
Depreciation and amortization		56			111			76			236			236
Total adjustments to research and development		384			534			554			1,416			1,644
Restructuring, severance and related charges		1,581			193			350			2,674			900
Acquisition related costs		100			208			–			337			–
Fair value remeasurement of earnout consideration		–			–			–			–			(9	)
Amortization of purchased intangible assets		879			1,248			1,310			3,378			4,004
Litigation settlement cost		–			158			–			198			–
Total non-GAAP adjustments to operating expenses		4,461			3,753			3,924			12,487			11,869
Interest expense, net		159			126			171			404			741
Other (income) expense, net		19			(8	)		(2	)		48			2
Provision for income taxes		111			94			159			423			732
Total non-GAAP adjustments		4,929			4,129			4,653			13,897			14,556
Non-GAAP net income	$	1,061		$	1,757		$	4,230		$	5,155		$	9,654


Non-GAAP net income per share – diluted	$	0.03		$	0.04		$	0.11		$	0.13		$	0.25

Denominator for GAAP net income (loss) per share – diluted		38,820			38,631			37,509			38,493			37,283
Non-GAAP adjustment		1,300			953			1,674			1,034			1,021
Denominator for non-GAAP net income per share – diluted		40,120			39,584			39,183			39,527			38,304

GAAP cost of revenue	$	16,097		$	17,877		$	24,679		$	53,922		$	65,620
Non-GAAP adjustments to cost of revenue		(179	)		(164	)		(401	)		(535	)		(1,212	)
Non-GAAP cost of revenue		15,918			17,713			24,278			53,387			64,408
Non-GAAP gross profit	$	12,582		$	13,448		$	16,905		$	40,697		$	46,844
Non-GAAP gross margin		44.1	%		43.2	%		41.0	%		43.3	%		42.1	%

LANTRONIX, INC.
UNAUDITED NET REVENUES BY PRODUCT LINE AND REGION
(In thousands)

	Three Months Ended						Nine Months Ended
	March 31, 2025		December 31, 2024		March 31, 2024		March 31, 2025		March 31, 2024
Embedded IoT Solutions	$	11,990	$	10,784	$	12,452	$	36,161	$	35,589
IoT System Solutions		14,730		18,592		26,789		52,081		68,847
Software & Services		1,780		1,785		1,942		5,842		6,816
	$	28,500	$	31,161	$	41,183	$	94,084	$	111,252


	Three Months Ended						Nine Months Ended
	March 31, 2025		December 31, 2024		March 31, 2024		March 31, 2025		March 31, 2024
Americas	$	16,497	$	16,386	$	17,543	$	50,303	$	61,077
EMEA		6,048		9,036		18,354		25,568		37,831
Asia Pacific Japan		5,955		5,739		5,286		18,213		12,344
	$	28,500	$	31,161	$	41,183	$	94,084	$	111,252

The MIL Network –

May 9, 2025

MIL-OSI: CEA Industries Inc. Provides Update on Fat Panda Acquisition

Source: GlobeNewswire (MIL-OSI)

Transaction reflects CEA Industries’ strategic evolution and pivotal entry into attractive high-growth vape market

Accelerates Fat Panda’s growth initiatives as central Canada’s largest retailer and manufacturer of e-cigarettes, vape devices and e-liquids

Reiterates expectation for acquisition to close in the first half of 2025

Louisville, Colorado, May 08, 2025 (GLOBE NEWSWIRE) — CEA Industries Inc. (NASDAQ: CEAD, CEADW) (“CEA Industries” or the “Company”), today announced a progress update on its acquisition of Fat Panda Ltd. (“Fat Panda”), a leading central Canadian retailer and manufacturer of nicotine vape products. This transaction and access to the Company’s resources will accelerate Fat Panda’s strategic initiatives and enhance its leadership position in the rapidly evolving Canadian vape market. Notably, this acquisition marks CEA Industries’ entry into the attractive high-growth vape industry, which is benefiting from secular tailwinds.

CEA Industries will help expand Fat Panda’s vertically integrated operations through organic and inorganic growth initiatives while optimizing its retail footprint which includes 33 locations across Manitoba, Ontario, and Saskatchewan. Additionally, Fat Panda operates its own e-commerce platform and offers a comprehensive product lineup, including in-house premium e-liquids and a portfolio of trademarks and intellectual property.

Fat Panda Preliminary 2024 Financial Highlights (Unaudited)

Revenue of CAD $38.5 million (USD $28.5 million) increased 14% from CAD $33.8 million (USD $25.4 million) in fiscal 2023
Gross Margins of 39% in fiscal 2024 compared to 46% in fiscal 2023
Operating Expenses improved 11% to CAD $13.4 million (USD $9.9 million) in fiscal 2024 from CAD $15.1 million (USD $11.3 million) in fiscal 2023
Net Income of CAD $1.2 million (USD $0.9 million), an increase of 126% from CAD $0.5 million (USD $0.4 million) in fiscal 2023 after accounting for one time ownership distributions
Adjusted EBITDA (before ownership distributions) of CAD $8.0 million (USD $5.9 million), reflecting a 16% year-over-year improvement from CAD $6.8 million (USD $5.1 million) in fiscal 2023

“With the acquisition nearing completion, we are thrilled for this transformative step in our strategic evolution as a public company,” said Tony McDonald, Chairman and CEO of CEA Industries. “As a market-leading vape retailer and manufacturer, Fat Panda offers an extensive network of retail locations and dominant market share in central Canada. Their vertically integrated operations, robust e-commerce presence, and experienced management create a compelling opportunity. Further, this transaction positions us strategically to capitalize on the fastest-growing segment of the nicotine market, enhancing our competitive advantages. With Fat Panda’s proven track record of resilience, scalability, and double-digit growth, we are confident that combining their solid foundation with CEA’s resources will drive accretive growth and deliver meaningful long-term value to our shareholders.”

The Company continues to expect to complete the acquisition in the first half of 2025, subject to certain customary closing conditions described below.

Acquisition Disclaimers

Completion of the acquisition is subject to a number of conditions, which include the preparation and delivery of the Fat Panda companies audited and unaudited interim consolidated financial statements, satisfaction of the financial condition of Fat Panda, completion of due diligence by the Company, receipt of all necessary government approvals and licenses, and continuation and reformation of the various retail location leases. The Company is permitted to waive one or more of the closing conditions. Completion is also subject to the Company obtaining satisfactory financing for a portion of the cash purchase price. The acquisition agreement also provides for the selling persons to make representations and warranties and undertake certain covenants about many aspects of the business of Fat Panda that shall be true and correct and performed at or prior to closing. The representations, warranties and covenants are those that are typical in relation to the acquisition of an operating business. The Company has also made certain representations, warranties and covenants, the principal one of which is to obtain financing for a part of the purchase price, which if not obtained will permit the Company to terminate the purchase agreement.

About CEA Industries Inc.

CEA Industries Inc. (www.ceaindustries.com) provides a suite of complementary and adjacent offerings to the controlled environment agriculture industry. The Company’s comprehensive solutions, when aligned with industry operators’ product and sales initiatives, support the development of the global ecosystem for indoor cultivation.

Forward Looking Statements

This press release may contain statements of a forward-looking nature relating to future events. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. These statements reflect our current beliefs, and a number of important factors could cause actual results to differ materially from those expressed in this press release, including the factors set forth in “Risk Factors” set forth in our annual and quarterly reports filed with the Securities and Exchange Commission (“SEC”), and subsequent filings with the SEC. Please refer to our SEC filings for a more detailed discussion of the risks and uncertainties associated with our business, including but not limited to the risks and uncertainties associated with our business prospects and the prospects of our existing and prospective customers; the inherent uncertainty of product development; regulatory, legislative and judicial developments, especially those related to changes in, and the enforcement of, cannabis laws; increasing competitive pressures in our industry; and relationships with our customers and suppliers. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. The reference to CEA’s website has been provided as a convenience, and the information contained on such website is not incorporated by reference into this press release.

Non-GAAP Financial Measures

To supplement our financial results on U.S. generally accepted accounting principles (“GAAP”) basis, we use non-GAAP measures including net bookings and backlog, as well as other significant non-cash expenses such as stock-based compensation and depreciation expenses. We believe these non-GAAP measures are helpful in understanding our past performance and are intended to aid in evaluating our potential future results. The presentation of these non-GAAP measures should be considered in addition to our GAAP results and are not intended to be considered in isolation or as a substitute for financial information prepared or presented in accordance with GAAP. We believe these non-GAAP financial measures reflect an additional way to view aspects of our operations that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our business.

Investor Contact:

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

The MIL Network –

May 9, 2025

MIL-OSI: IBEX Reports Record Quarterly Revenue and EPS, Returns to Double-Digit Growth, Raises Fiscal Year Guidance

Source: GlobeNewswire (MIL-OSI)

Quarterly revenue grew 11% versus prior year quarter – highest growth in ten quarters
Adjusted EPS of $0.82 – an increase of 18% to prior year quarter
Makes strategic entry into India – launching with leading healthcare client
Board authorizes a new $15 million share repurchase plan

WASHINGTON, May 08, 2025 (GLOBE NEWSWIRE) — IBEX Limited (“ibex”), a leading provider in global business process outsourcing and end-to-end customer engagement technology solutions, today announced financial results for its third fiscal quarter ended March 31, 2025.

	Three months ended March 31, 2025									Nine months ended March 31, 2025
($ millions, except per share amounts)		2025			2024		Change				2025			2024		Change
Revenue	$	140,736		$	126,795			11.0	%	$	411,135		$	384,038			7.1	%
Net income	$	10,469		$	10,310			1.5	%	$	27,268		$	23,810			14.5	%
Net income margin		7.4	%		8.1	%		(70) bps			6.6	%		6.2	%		40 bps
Adjusted net income (1)	$	11,787		$	12,558			(6.1)%		$	30,434		$	28,156			8.1	%
Adjusted net income margin (1)		8.4	%		9.9	%		(150) bps			7.4	%		7.3	%		10 bps
Adjusted EBITDA (1)	$	19,380		$	19,204			0.9	%	$	51,505		$	47,239			9.0	%
Adjusted EBITDA margin (1)		13.8	%		15.1	%		(130) bps			12.5	%		12.3	%		20 bps
Earnings per share – diluted (2)	$	0.73		$	0.57			27.5	%	$	1.70		$	1.29			31.9	%
Adjusted earnings per share – diluted (1,2)	$	0.82		$	0.70			17.9	%	$	1.90		$	1.53			24.4	%

⁽¹⁾See accompanying Exhibits for the reconciliation of each non-GAAP measure to its most directly comparable GAAP measure.
⁽²⁾The current period percentages are calculated based on exact amounts, and therefore may not recalculate exactly using rounded numbers as presented.

“Marking the continuation of a strong first half for fiscal year 2025, I am proud to report yet another quarter of record financial results,” said Bob Dechant, ibex CEO. “Ibex returned to double-digit top-line revenue growth with 11%, our highest rate in ten quarters. Our growth continues to be driven by outstanding performance within our embedded base clients, new client wins, and our ability to drive innovative AI solutions across our clients. I am excited to report that our new logo team performed extremely well with four signature wins in the quarter for a total of 12 year to date. Importantly, we achieved a major strategic milestone in the quarter with the seamless launch for a leading Healthcare company in our newest location, India. Operating in this key location has been a strategic priority for our company and further enhances our client delivery options.”

“With the strength and trajectory of our business, we are raising guidance for both revenue and adjusted EBITDA, as well as announcing a newly authorized share repurchase plan, reflecting the board of directors’ and management’s confidence in ibex,” added Dechant.

Third Quarter Financial Performance
Revenue

Revenue of $140.7 million, an increase of 11.0% from $126.8 million in the prior year quarter. Growth was driven in our top three verticals; HealthTech (+20.0%), Travel, Transportation and Logistics (+18.7%), and Retail & E-commerce (+14.6%), along with growth in the digital acquisition business.

Net Income and Earnings Per Share

Net income increased slightly to $10.5 million compared to $10.3 million in the prior year quarter. Net income was favorably impacted by an increase in gross margin as a result of the impact of revenue growth particularly in our higher margin offshore regions, offset by increases in selling, general, and administrative, interest, and income tax expenses.
Diluted earnings per share increased to $0.73 compared to $0.57 in the prior year quarter. Earnings per share benefited from diluted shares outstanding declining to 14.4 million compared to 18.0 million in the prior year quarter as a result of our share repurchase activities.
Net income margin decreased to 7.4% compared to 8.1% in the prior year quarter.
Non-GAAP adjusted net income decreased to $11.8 million compared to $12.6 million in the prior year quarter (see Exhibit 1 for reconciliation).
Non-GAAP adjusted diluted earnings per share increased to $0.82 compared to $0.70 in the prior year quarter (see Exhibit 1 for reconciliation).

Adjusted EBITDA

Adjusted EBITDA increased to $19.4 million compared to $19.2 million in the prior year quarter (see Exhibit 2 for reconciliation).
Adjusted EBITDA margin decreased to 13.8% compared to 15.1% in the prior year quarter (see Exhibit 2 for reconciliation). This decrease was primarily driven by increases in selling, general, and administrative expenses including costs associated with our expansion into India.

Cash Flow and Balance Sheet

Capital expenditures were $5.3 million compared to $1.7 million in the prior year quarter. The planned increase in capital expenditures during this quarter was driven by capacity expansion to meet growing demand in our offshore and nearshore regions.
Cash flow from operating activities was $8.8 million compared to $11.4 million in the prior year quarter. Free cash flow was $3.6 million compared to $9.7 million in the prior year quarter (see Exhibit 3 for reconciliation). Improvement in days sales outstanding in the quarter to 77 days was offset by the planned increased capital expenditures to fund growth and investments for expansion into India.
Net debt was $7.6 million, an improvement of $6.1 million compared to net debt of $13.7 million as of December 31, 2024. This reflects the impact of our $70 million TRGI share repurchase when compared to our net cash position of $61.2 million as of June 30, 2024 (see Exhibit 4 for reconciliation).

“We achieved outstanding top and strong bottom line third quarter results. We delivered a multi-year high top-line performance with 11% revenue growth, over 7% fiscal year to date, with 19% growth in our highest margin offshore regions. Our adjusted EPS of $0.82, was up 18% over the prior year quarter, and was a record for our business. The continued expansion of our embedded client base and new client wins over the last year drove these excellent results,” said Taylor Greenwald, CFO of ibex.

“The upward trend in our results over the last few quarters not only enable strategic investments in our growing AI capabilities and sales resources, but also our in-quarter entry into the India market. Importantly, these results instill continued confidence in the execution of our strategy, enabling us to again raise our fiscal year guidance, commence the newly authorized share repurchase plan, and continue to return value to shareholders.”

Raised Fiscal Year 2025 Guidance

Revenue is expected to be in the range of $540 to $545 million versus a previous range of $525 to $535 million.
Adjusted EBITDA is expected to be in the range of $68 to $70 million versus a previous range of $68 to $69 million.
Capital expenditures are expected to remain in the range of $15 to $20 million.

Share Repurchase Plan
The board of directors (the “Board”) has authorized a share repurchase plan to commence May 12, 2025 under which the Company may repurchase up to $15 million of its shares over the next 12 months (the “Share Repurchase Plan”).

The Company’s proposed repurchases may be made from time to time through open market transactions at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on the market conditions and in accordance with applicable rules and regulations. The actual timing, number, and dollar amount of repurchase transactions will be subject to Rule 10b-18 and/or Rule 10b5-1 under the Securities Exchange Act of 1934.

The Board will review the Share Repurchase Plan periodically and may authorize adjustment of its terms and size or suspend or discontinue the plan. The Company expects to fund the repurchases under this plan with its existing cash balance.

The Share Repurchase Plan does not obligate the Company to acquire any particular amount of common shares, and the plan may be suspended or discontinued at any time at the Company’s discretion.

Conference Call and Webcast Information
IBEX Limited will host a conference call and live webcast to discuss its third quarter of fiscal year 2025 financial results at 4:30 p.m. Eastern Time today, May 8, 2025. We will also post to this section of our website the earning slides, which will accompany our conference call and live webcast, and encourage you to review the information that we make available on our website.

Live and archived webcasts can be accessed at: https://investors.ibex.co/.

Financial Information
This announcement does not contain sufficient information to constitute an interim financial report as defined in Financial Accounting Standards ASC 270, “Interim Reporting.” The financial information in this press release has not been audited.

Non-GAAP Financial Measures
We present non-GAAP financial measures because we believe that they and other similar measures are widely used by certain investors, securities analysts and other interested parties as supplemental measures of performance and liquidity. We also use these measures internally to establish forecasts, budgets and operational goals to manage and monitor our business, as well as evaluate our underlying historical performance, as we believe that these non-GAAP financial measures provide a more helpful depiction of our performance of the business by encompassing only relevant and manageable events, enabling us to evaluate and plan more effectively for the future. The non-GAAP financial measures may not be comparable to other similarly titled measures of other companies, have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of our operating results as reported in accordance with accounting principles generally accepted in the United States (“GAAP”). Non-GAAP financial measures and ratios are not measurements of our performance, financial condition or liquidity under GAAP and should not be considered as alternatives to operating profit or net income / (loss) or as alternatives to cash flow from operating, investing or financing activities for the period, or any other performance measures, derived in accordance with GAAP.

ibex is not providing a quantitative reconciliation of forward-looking non-GAAP adjusted EBITDA to the most directly comparable GAAP measure because it is unable to predict with reasonable certainty the ultimate outcome of certain significant items without unreasonable effort. These items include, but are not limited to, non-recurring expenses, foreign currency gains and losses, and share-based compensation expense. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period.

About ibex
ibex helps the world’s preeminent brands more effectively engage their customers with services ranging from customer support, technical support, inbound/outbound sales, business intelligence and analytics, digital demand generation, and CX surveys and feedback analytics.

Forward Looking Statements
In addition to historical information, this press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions. These statements include, but are not limited to, statements regarding our future financial and operating performance, including our outlook and guidance, and our strategies, priorities and business plans. Our expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Factors that could impact our actual results include: our ability to attract new business and retain key clients; our profitability based on our utilization, pricing and managing costs; the potential for our clients or potential clients to consolidate; our clients deciding to enter into or further expand their insourcing activities and current trends toward outsourcing services may reverse; general economic uncertainty in global markets and unfavorable economic conditions, including inflation, rising interest rates, recession, foreign exchange fluctuations and supply-chain issues; our ability to manage our international operations, particularly in the Philippines, Jamaica, Pakistan and Nicaragua; natural events, health epidemics, global geopolitical conditions, including developing or ongoing conflicts, widespread civil unrest, terrorist attacks and other attacks of violence involving any of the countries in which we or our clients operate; our ability to anticipate, develop and implement information technology solutions that keep pace with evolving industry standards and changing client demands, including the effective adoption of Artificial Intelligence into our offerings; our ability to recruit, engage, motivate, manage and retain our global workforce; our ability to comply with applicable laws and regulations, including those regarding privacy, data protection and information security, employment and anti-corruption; the effect of cyberattacks or cybersecurity vulnerabilities on our information technology systems; our ability to realize the anticipated strategic and financial benefits of our relationship with Amazon; the impact of tax matters, including new legislation and actions by taxing authorities; and other factors discussed in the “Risk Factors” described in our periodic reports filed with the U.S. Securities and Exchange Commission (“SEC”), including our annual reports on Form 10-K, quarterly reports on Form 10-Q, and past filings on Form 20-F, and any other risk factors we include in subsequent filings with the SEC. Because of these uncertainties, you should not make any investment decisions based on our estimates and forward-looking statements. Except as required by law, we undertake no obligation to publicly update any forward-looking statements for any reason after the date of this press release whether as a result of new information, future events or otherwise.

IR Contact: Michael Darwal, EVP, Investor Relations, ibex, michael.darwal@ibex.co
Media Contact: Daniel Burris, VP, Marketing and Communication, ibex, daniel.burris@ibex.co


IBEX LIMITED AND SUBSIDIARIES Consolidated Balance Sheets (Unaudited) (in thousands)

	March 31, 2025			June 30, 2024
Assets
Current assets
Cash and cash equivalents	$	12,977		$	62,720
Accounts receivable, net		120,035			98,366
Prepaid expenses		8,103			7,712
Due from related parties		50			192
Tax advances and receivables		4,976			9,080
Other current assets		2,523			1,888
Total current assets		148,664			179,958

Non-current assets
Property and equipment, net		30,481			29,862
Operating lease assets		65,726			59,145
Goodwill		11,832			11,832
Deferred tax asset, net		5,994			4,285
Other non-current assets		12,034			8,822
Total non-current assets		126,067			113,946
Total assets	$	274,731		$	293,904

Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued liabilities	$	18,430		$	16,719
Accrued payroll and employee-related liabilities		29,653			30,674
Current deferred revenue		6,019			4,749
Current operating lease liabilities		14,225			12,051
Current debt		19,862			660
Due to related parties		—			60
Income taxes payable		821			6,083
Total current liabilities		89,010			70,996

Non-current liabilities
Non-current deferred revenue		1,060			1,128
Non-current operating lease liabilities		56,944			53,441
Long-term debt		735			867
Other non-current liabilities		2,801			1,673
Total non-current liabilities		61,540			57,109
Total liabilities		150,550			128,105

Stockholders’ equity
Common Stock		1			2
Additional paid-in capital		216,184			210,200
Treasury stock		(101,658	)		(25,367	)
Accumulated other comprehensive loss		(6,491	)		(7,913	)
Retained earnings / (deficit)		16,145			(11,123	)
Total stockholders’ equity		124,181			165,799
Total liabilities and stockholders’ equity	$	274,731		$	293,904

IBEX LIMITED AND SUBSIDIARIES Consolidated Statements of Comprehensive Income (Unaudited) (in thousands, except per share data)

	Three Months Ended March 31,						Nine Months Ended March 31,
		2025			2024			2025			2024
Revenue	$	140,736		$	126,795		$	411,135		$	384,038

Cost of services (exclusive of depreciation and amortization presented separately below)		96,017			87,083			284,820			271,163
Selling, general and administrative		27,061			23,565			78,982			71,462
Depreciation and amortization		4,329			4,865			12,984			14,853
Total operating expenses		127,407			115,513			376,786			357,478
Income from operations		13,329			11,282			34,349			26,560

Interest income		32			431			926			1,529
Interest expense		(404	)		(124	)		(1,186	)		(339	)
Income before income taxes		12,957			11,589			34,089			27,750

Provision for income tax expense		(2,488	)		(1,279	)		(6,821	)		(3,940	)
Net income	$	10,469		$	10,310		$	27,268		$	23,810

Other comprehensive income
Foreign currency translation adjustments	$	374		$	(288	)	$	851		$	(310	)
Unrealized gain / (loss) on cash flow hedging instruments, net of tax		385			(131	)		571			70
Total other comprehensive income / (loss)		759			(419	)		1,422			(240	)
Total comprehensive income	$	11,228		$	9,891		$	28,690		$	23,570

Net income per share
Basic	$	0.79		$	0.59		$	1.80		$	1.33
Diluted	$	0.73		$	0.57		$	1.70		$	1.29

Weighted average common shares outstanding
Basic		13,264			17,468			15,109			17,880
Diluted		14,404			18,036			16,135			18,458

IBEX LIMITED AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) (in thousands)

	Three Months Ended March 31,						Nine Months Ended March 31,
		2025			2024			2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	10,469		$	10,310		$	27,268		$	23,810
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,329			4,865			12,984			14,853
Noncash lease expense		3,611			3,386			10,020			9,908
Warrant contra revenue		—			299			—			893
Deferred income tax		(942	)		290			(1,709	)		586
Share-based compensation expense		1,601			466			3,506			2,741
Allowance of expected credit losses		105			56			428			62
Impairment losses		—			1,257			—			1,257
Change in assets and liabilities:
Decrease / (increase) in accounts receivable		455			1,395			(22,050	)		(16,941	)
Decrease / (increase) in prepaid expenses and other current assets		1,405			(3,158	)		392			(5,350	)
Increase in accounts payable and accrued liabilities		(6,120	)		(2,880	)		(3,042	)		(2,336	)
(Decrease) / increase in deferred revenue		(1,262	)		(1,399	)		1,203			(1,098	)
Decrease in operating lease liabilities		(4,823	)		(3,456	)		(11,269	)		(9,907	)
Net cash inflow from operating activities		8,828			11,431			17,731			18,478

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(5,267	)		(1,691	)		(13,216	)		(6,635	)
Net cash outflow from investing activities		(5,267	)		(1,691	)		(13,216	)		(6,635	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit		60,150			57			69,310			153
Repayments of line of credit		(48,550	)		(57	)		(50,210	)		(205	)
Proceeds from the exercise of options		2,809			351			3,534			362
Principal payments on finance leases		(286	)		(138	)		(639	)		(342	)
Purchase of treasury shares		(25,052	)		(8,277	)		(76,421	)		(18,551	)
Net cash outflow from financing activities		(10,929	)		(8,064	)		(54,426	)		(18,583	)
Effects of exchange rate difference on cash and cash equivalents		139			(27	)		168			(24	)
Net (decrease) / increase in cash and cash equivalents		(7,229	)		1,649			(49,743	)		(6,764	)
Cash and cash equivalents, beginning		20,206			49,016			62,720			57,429
Cash and cash equivalents, ending	$	12,977		$	50,665		$	12,977		$	50,665

IBEX LIMITED AND SUBSIDIARIES Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures

EXHIBIT 1: Adjusted net income, adjusted net income margin, and adjusted earnings per share

We define adjusted net income as net income before the effect of the following items: severance costs, impairment losses, warrant contra revenue, foreign currency gain / loss, and share-based compensation expense, net of the tax impact of such adjustments. We define adjusted net income margin as adjusted net income divided by revenue. We define adjusted earnings per share as adjusted net income divided by weighted average diluted shares outstanding.

The following table provides a reconciliation of net income to adjusted net income, net income margin to adjusted net income margin, and diluted earnings per share to adjusted earnings per share for the periods presented:

	Three Months Ended March 31,						Nine Months Ended March 31,
($000s, except per share amounts)		2025			2024			2025			2024
Net income	$	10,469		$	10,310		$	27,268		$	23,810
Net income margin		7.4	%		8.1	%		6.6	%		6.2	%

Severance costs		—			1,506			—			1,506
Impairment losses		—			1,257			—			1,257
Warrant contra revenue		—			299			—			893
Foreign currency loss / (gain)		121			(471	)		666			(571	)
Share-based compensation expense		1,601			466			3,506			2,741
Total adjustments	$	1,722		$	3,057		$	4,172		$	5,826
Tax impact of adjustments¹		(404	)		(809	)		(1,006	)		(1,480	)
Adjusted net income	$	11,787		$	12,558		$	30,434		$	28,156
Adjusted net income margin		8.4	%		9.9	%		7.4	%		7.3	%

Diluted earnings per share	$	0.73		$	0.57		$	1.70		$	1.29
Per share impact of adjustments to net income		0.09			0.12			0.20			0.24
Adjusted earnings per share	$	0.82		$	0.70		$	1.90		$	1.53

Weighted average diluted shares outstanding		14,404			18,036			16,135			18,458

_______________
¹The tax impact of each adjustment is calculated using the effective tax rate in the relevant jurisdictions.

EXHIBIT 2: EBITDA, adjusted EBITDA, and adjusted EBITDA margin

EBITDA is a non-GAAP profitability measure that represents net income before the effect of the following items: interest expense, income tax expense, and depreciation and amortization. Adjusted EBITDA is a non-GAAP profitability measure that represents EBITDA before the effect of the following items: severance costs, impairment losses, interest income, warrant contra revenue, foreign currency gain / loss, and share-based compensation expense. Adjusted EBITDA margin is a non-GAAP profitability measure that represents adjusted EBITDA divided by revenue.

The following table provides a reconciliation of net income to EBITDA and adjusted EBITDA and net income margin to adjusted EBITDA margin for the periods presented:

	Three Months Ended March 31,						Nine Months Ended March 31,
($000s)		2025			2024			2025			2024
Net income	$	10,469		$	10,310		$	27,268		$	23,810
Net income margin		7.4	%		8.1	%		6.6	%		6.2	%

Interest expense		404			124			1,186			339
Income tax expense		2,488			1,279			6,821			3,940
Depreciation and amortization		4,329			4,865			12,984			14,853
EBITDA	$	17,690		$	16,578		$	48,259		$	42,942
Severance costs		—			1,506			—			1,506
Impairment losses		—			1,257			—			1,257
Interest income		(32	)		(431	)		(926	)		(1,529	)
Warrant contra revenue		—			299			—			893
Foreign currency loss / (gain)		121			(471	)		666			(571	)
Share-based compensation expense		1,601			466			3,506			2,741
Adjusted EBITDA	$	19,380		$	19,204		$	51,505		$	47,239

Adjusted EBITDA margin		13.8	%		15.1	%		12.5	%		12.3	%

EXHIBIT 3: Free cash flow

We define free cash flow as net cash provided by operating activities less capital expenditures.

	Three Months Ended March 31,				Nine Months Ended March 31,
($000s)		2025		2024		2025		2024
Net cash provided by operating activities	$	8,828	$	11,431	$	17,731	$	18,478
Less: capital expenditures		5,267		1,691		13,216		6,635
Free cash flow	$	3,561	$	9,740	$	4,515	$	11,843

EXHIBIT 4: Net (debt) / cash

We define net (debt) / cash as total cash and cash equivalents less debt.

	March 31,			June 30,
($000s)		2025			2024
Cash and cash equivalents	$	12,977		$	62,720

Debt
Current	$	19,862		$	660
Non-current		735			867
Total debt	$	20,597		$	1,527
Net (debt) / cash	$	(7,620	)	$	61,193

The MIL Network –

May 9, 2025

MIL-OSI: Fidus Investment Corporation Announces First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

Board of Directors Declared Total Dividends of $0.54 per Share for Second Quarter 2025

Base Dividend of $0.43 and Supplemental Dividend of $0.11 Per Share

EVANSTON, Ill., May 08, 2025 (GLOBE NEWSWIRE) — Fidus Investment Corporation (NASDAQ:FDUS) (“Fidus” or the “Company”), a provider of customized debt and equity financing solutions, primarily to lower middle-market companies based in the United States, today announced its financial results for the first quarter ended March 31, 2025.

First Quarter 2025 Financial Highlights

Total investment income of $36.5 million
Net investment income of $18.2 million, or $0.53 per share
Adjusted net investment income of $18.5 million, or $0.54 per share⁽¹⁾
Invested $115.6 million in debt and equity securities, including seven new portfolio companies
Received proceeds from repayments and realizations of $57.3 million
Paid total dividends of $0.54 per share: regular quarterly dividend of $0.43 and a supplemental dividend of $0.11 per share on March 27, 2025
Net asset value (“NAV”) of $677.9 million, or $19.39 per share, as of March 31, 2025
Estimated spillover income (or taxable income in excess of distributions) as of March 31, 2025 of $47.4 million, or $1.36 per share

Management Commentary

“We continued to build our portfolio of debt and equity investments in a methodical and disciplined manner during the first quarter by investing in high quality businesses with defensive characteristics and resilient business models that generate high levels of cash flow to service debt and support growth. We also monetized two equity investments for a net realized gain of $11.5 million, or $0.33 per share, which contributed to the increase in NAV,” said Edward Ross, Chairman and CEO of Fidus Investment Corporation. “Our portfolio remains well diversified and healthy overall, and constructed to generate attractive risk-adjusted returns over time for the benefit of our shareholders.”

(1) Supplemental information regarding adjusted net investment income:

On a supplemental basis, we provide information relating to adjusted net investment income, which is a non-GAAP measure. This measure is provided in addition to, but not as a substitute for, net investment income. Adjusted net investment income represents net investment income excluding any capital gains incentive fee expense or (reversal) attributable to realized and unrealized gains and losses. The management agreement with our investment adviser provides that a capital gains incentive fee is determined and paid annually with respect to cumulative realized capital gains (but not unrealized capital gains) to the extent such realized capital gains exceed realized and unrealized losses. In addition, we accrue, but do not pay, a capital gains incentive fee in connection with any unrealized capital appreciation, as appropriate. As such, we believe that adjusted net investment income is a useful indicator of operations exclusive of any capital gains incentive fee expense or (reversal) attributable to realized and unrealized gains and losses. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial results prepared in accordance with GAAP. Reconciliations of net investment income to adjusted net investment income are set forth in Schedule 1.

First Quarter 2025 Financial Results

The following table provides a summary of our operating results for the three months ended March 31, 2025, as compared to the same period in 2024 (dollars in thousands, except per share data):


	Three Months Ended March 31,
	2025		2024		$ Change			% Change
Interest income	$	30,319	$	28,138	$	2,181			7.8	%
Payment-in-kind interest income		2,248		2,049		199			9.7	%
Dividend income		1,231		397		834			210.1	%
Fee income		2,127		2,359		(232	)		(9.8	%)
Interest on idle funds		571		1,708		(1,137	)		(66.6	%)
Total investment income	$	36,496	$	34,651	$	1,845			5.3	%

Net investment income	$	18,222	$	17,627	$	595			3.4	%
Net investment income per share	$	0.53	$	0.57	$	(0.04	)		(7.0	%)

Adjusted net investment income ⁽¹⁾	$	18,509	$	18,126	$	383			2.1	%
Adjusted net investment income per share ⁽¹⁾	$	0.54	$	0.59	$	(0.05	)		(8.5	%)

Net increase (decrease) in net assets resulting from operations	$	19,658	$	20,123	$	(465	)		(2.3	%)
Net increase (decrease) in net assets resulting from operations per share	$	0.58	$	0.65	$	(0.07	)		(10.8	%)

The $1.8 million increase in total investment income for the three months ended March 31, 2025, as compared to the same period in 2024, was primarily attributable to (i) a $2.4 million increase in total interest income (which includes payment-in-kind interest income) resulting from an increase in average debt investment balances outstanding, partially offset by a decrease in weighted average yield on debt investment balances outstanding, (ii) a $0.8 million increase in dividend income due to an increase in distributions received from equity investments, partially offset by (iii) a $0.2 million decrease in fee income resulting from a decrease in amendment and management services fees and (iv) a $1.2 million decrease in interest on idle funds resulting from a decrease in average cash balances.

For the three months ended March 31, 2025, total expenses, including the base management fee waiver and income tax provision, were $18.3 million, an increase of $1.3 million, or 7.3% from the $17.0 million of total expenses, including the base management fee waiver and income tax provision, for the three months ended March 31, 2024. The increase was primarily attributable to (i) a $0.8 million increase in interest and financing expenses due to an increase in average borrowings outstanding and weighted average interest rates of our debt outstanding, (ii) a $0.6 million net increase in base management fee, including the base management fee waiver, due to higher average total assets, (iii) a $0.1 million increase in the income incentive fee, partially offset by (iv) a $0.2 million decrease in the accrued capital gains incentive fee.

Net investment income increased by $0.6 million, or 3.4%, to $18.2 million during the three months ended March 31, 2025 as compared to the same period in 2024, as a result of the $1.8 million increase in total investment income and the $1.3 million increase in total expenses, including base management fee waiver and income tax provision. Adjusted net investment income,⁽¹⁾ which excludes the capital gains incentive fee accrual, was $0.54 per share compared to $0.59 per share in the prior year.

For the three months ended March 31, 2025, the total net realized gain/(loss) on investments, net of income tax (provision)/benefit on realized gains, was $11.5 million, as compared to total net realized gain/(loss) on investments, net of income tax (provision)/benefit on realized gains, of $1.8 million for the same period in 2024.

Portfolio and Investment Activities

As of March 31, 2025, the fair value of our investment portfolio totaled $1.2 billion and consisted of 92 active portfolio companies and four portfolio companies that have sold their underlying operations. Our total portfolio investments at fair value were approximately 100.5% of the related cost basis as of March 31, 2025. As of March 31, 2025, the debt investments of 52 portfolio companies bore interest at a variable rate, which represented $740.3 million, or 72.8%, of our debt investment portfolio on a fair value basis, and the remainder of our debt investment portfolio was comprised of fixed rate investments. As of March 31, 2025, our average active portfolio company investment at amortized cost was $12.5 million, which excludes investments in four portfolio companies that have sold their underlying operations. The weighted average yield on debt investments was 13.2% as of March 31, 2025. The weighted average yield was computed using the effective interest rates for debt investments at cost as of March 31, 2025, including the accretion of original issue discounts and loan origination fees, but excluding investments on non-accrual status and investments recorded as a secured borrowing.

First quarter 2025 investment activity included the following new portfolio company investments:

AMOpportunities, Inc., a healthcare training platform providing tech-enabled clinical rotation development and management services for schools, providers, and health systems. Fidus invested $10.0 million in first lien debt and $0.7 million in preferred equity.
Customer Expressions Corp. (dba Case IQ), a provider of SaaS-based Governance, Risk and Compliance (GRC) solutions to mid-size and large enterprises. Fidus invested $15.0 million in first lien debt and $0.8 million in common equity.
Fraser Steel LLC, a designer and manufacturer of steel tubular parts and assemblies for OEM customers used in a wide range of applications. Fidus invested $14.0 million in first lien debt, $0.1 million in preferred equity, $0.5 million in common equity, and made additional commitments up to $2.0 million in a revolving loan.
Info Tech Operating, LLC (dba infotech), a software solutions provider for the infrastructure construction industry. Fidus invested $13.5 million in first lien debt.
Mayesh Wholesale Florist, LLC, a leading U.S. wholesaler of premium, fresh cut flowers. Fidus invested $10.5 million in first lien debt, $0.5 million in preferred equity, and made additional commitments up to $2.0 million in first lien debt.
Onsight Industries, LLC, a leading provider of customized signs & displays, mailbox solutions, and site furnishings for the home builder and land developer industries. Fidus invested $9.1 million in first lien debt and $0.4 million in common equity.
PayEntry Financial Services, Inc. (dba Payentry), a leading provider of payroll processing and other complementary HR services (e.g., insurance, 401K, benefits, HCM solutions) to SMBs. Fidus invested $5.6 million in second lien debt, $0.8 million in preferred equity, and made additional commitments up to $6.0 million in second lien debt.

Liquidity and Capital Resources

As of March 31, 2025, we had $67.5 million in cash and cash equivalents and $140.0 million of unused capacity under our senior secured revolving credit facility (the “Credit Facility”). For the three months ended March 31, 2025, we received net proceeds of $20.7 million from the equity at-the-market program (the “ATM Program”) and received net proceeds from the issuance of the March 2030 Notes (as defined below) of $96.9 million. As of March 31, 2025, we had SBA debentures outstanding of $182.0 million, $125.0 million outstanding of our 4.75% notes due January 2026 (the “January 2026 Notes”), $125.0 million outstanding of our 3.50% notes due November 2026 (the “November 2026 Notes”), and $100.0 million outstanding of our 6.75% March 2030 Notes (the “March 2030 Notes” and together with the January 2026 Notes and the November 2026 Notes, the “Notes”). As of March 31, 2025, the weighted average interest rate on total debt outstanding was 4.8%.

Second Quarter 2025 Dividends Totaling $0.54 Per Share Declared

On May 5, 2025, our board of directors declared a base dividend of $0.43 per share and a supplemental dividend of $0.11 per share for the second quarter. The dividends will be payable on June 25, 2025, to stockholders of record as of June 13, 2025.

When declaring dividends, our board of directors reviews estimates of taxable income available for distribution, which differs from consolidated income under GAAP due to (i) changes in unrealized appreciation and depreciation, (ii) temporary and permanent differences in income and expense recognition, and (iii) the amount of undistributed taxable income carried over from a given year for distribution in the following year. The final determination of 2025 taxable income, as well as the tax attributes for 2025 dividends, will be made after the close of the 2025 tax year. The final tax attributes for 2025 dividends will generally include ordinary taxable income but may also include capital gains, qualified dividends and return of capital.

Fidus has adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of dividends on behalf of its stockholders, unless a stockholder elects to receive cash. As a result, when we declare a cash dividend, stockholders who have not “opted out” of the DRIP at least two days prior to the dividend payment date will have their cash dividends automatically reinvested in additional shares of our common stock. Those stockholders whose shares are held by a broker or other financial intermediary may receive dividends in cash by notifying their broker or other financial intermediary of their election.

Subsequent Events

On April 15, 2025, we invested $5.0 million in first lien debt, $0.4 million in preferred equity, $0.4 million in common equity, and committed up to $4.0 million in a revolving loan to Laboratory Testing, LLC, a provider of material testing and calibration services, primarily to the Aerospace & Defense end market.

On April 23, 2025, we exited our debt investments in Elements Brands, LLC. We received payment in full of $3.7 million on our first lien debt, which includes fees.

On May 5, 2025, we issued an additional $10.0 million in SBA debentures, which will bear interest at a fixed interim interest rate of 5.163% until the pooling date in September 2025.

First Quarter 2025 Financial Results Conference Call

Management will host a conference call to discuss the operating and financial results at 9:00am ET on Friday, May 9, 2025. To participate in the conference call, please dial (844) 808-7136 approximately 10 minutes prior to the call. International callers should dial (412) 317-0534. Please ask to be joined into the Fidus Investment Corporation call.

A live webcast of the conference call will be available at http://investor.fdus.com/news-events/events-presentations. Please access the website 15 minutes prior to the start of the call to download and install any necessary audio software. An archived replay of the conference call will also be available in the investor relations section of the Company’s website.

ABOUT FIDUS INVESTMENT CORPORATION

Fidus Investment Corporation provides customized debt and equity financing solutions to lower middle-market companies, which management generally defines as U.S. based companies with revenues between $10 million and $150 million. The Company’s investment objective is to provide attractive risk-adjusted returns by generating both current income from debt investments and capital appreciation from equity related investments. Fidus seeks to partner with business owners, management teams and financial sponsors by providing customized financing for change of ownership transactions, recapitalizations, strategic acquisitions, business expansion and other growth initiatives.

Fidus is an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. In addition, for tax purposes, Fidus has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Fidus was formed in February 2011 to continue and expand the business of Fidus Mezzanine Capital, L.P., which commenced operations in May 2007 and was licensed by the U.S. Small Business Administration as a Small Business Investment Company (SBIC).

FORWARD-LOOKING STATEMENTS

This press release may contain certain forward-looking statements which are based upon current expectations and are inherently uncertain, including, but not limited to, statements about the future performance and financial condition of the Company, the prospects of our existing and prospective portfolio companies, the financial condition and ability of our existing and prospective portfolio companies to achieve their objectives, and the timing, form and amount of any distributions or supplemental dividends in the future. Any such statements, other than statements of historical fact, are likely to be affected by other unknowable future events and conditions, including elements of the future that are or are not under the Company’s control, such as changes in the financial and lending markets, the impact of the general economy (including an economic downturn or recession), the impact of interest rate volatility and the impact of elevated levels of inflation on the Company’s portfolio companies and the industries in which it invests, and the uncertainty relating to the general economy (including the uncertainty with respect to new tariffs and trade policies); accordingly, such statements cannot be guarantees or assurances of any aspect of future performance. Actual developments and results are highly likely to vary materially from these estimates and projections of the future as a result of a number of factors related to changes in the markets in which the Company invests, changes in the financial, capital, and lending markets, and other factors described from time to time in the Company’s filings with the Securities and Exchange Commission. Such statements speak only as of the time when made, and are based on information available to the Company as of the date hereof and are qualified in their entirety by this cautionary statement. The Company undertakes no obligation to update any such statement now or in the future, except as required by applicable law.


FIDUS INVESTMENT CORPORATION Consolidated Statements of Assets and Liabilities (in thousands, except shares and per share data)

	March 31,			December 31,
	2025			2024
ASSETS
Investments, at fair value:
Control investments (cost: $6,832 and $6,832, respectively)	$	—		$	—
Affiliate investments (cost: $52,611 and $56,679, respectively)		91,066			102,024
Non-control/non-affiliate investments (cost: $1,089,409 and $1,011,646, respectively)		1,063,342			988,482
Total investments, at fair value (cost: $1,148,852 and $1,075,157, respectively)		1,154,408			1,090,506
Cash and cash equivalents		67,478			57,159
Interest receivable		18,404			15,119
Proceeds receivable from stock offering		701			—
Prepaid expenses and other assets		991			1,328
Total assets	$	1,241,982		$	1,164,112
LIABILITIES
SBA debentures, net of deferred financing costs	$	175,870		$	168,899
Notes, net of deferred financing costs		345,557			248,362
Borrowings under Credit Facility, net of deferred financing costs		(948	)		43,954
Secured borrowings		13,601			13,674
Accrued interest and fees payable		3,573			5,784
Base management fee payable, net of base management fee waiver – due to affiliate		4,863			4,805
Income incentive fee payable – due to affiliate		4,594			4,477
Capital gains incentive fee payable – due to affiliate		14,990			14,703
Administration fee payable and other, net – due to affiliate		295			919
Taxes payable		325			1,850
Accounts payable and other liabilities		1,332			1,019
Total liabilities	$	564,052		$	508,446
Commitments and contingencies
NET ASSETS
Common stock, $0.001 par value (100,000,000 shares authorized, 34,970,709 and 33,914,652 shares
issued and outstanding at March 31, 2025 and December 31, 2024, respectively)	$	35		$	34
Additional paid-in capital		588,519			567,159
Total distributable earnings		89,376			88,473
Total net assets		677,930			655,666
Total liabilities and net assets	$	1,241,982		$	1,164,112
Net asset value per common share	$	19.39		$	19.33


FIDUS INVESTMENT CORPORATION Consolidated Statements of Operations (unaudited) (in thousands, except shares and per share data)

	Three Months Ended
	March 31,
	2025			2024
Investment Income:
Interest income
Control investments	$	—		$	—
Affiliate investments		1,094			869
Non-control/non-affiliate investments		29,225			27,269
Total interest income		30,319			28,138
Payment-in-kind interest income
Control investments		—			—
Affiliate investments		—			—
Non-control/non-affiliate investments		2,248			2,049
Total payment-in-kind interest income		2,248			2,049
Dividend income
Control investments		—			—
Affiliate investments		886			348
Non-control/non-affiliate investments		345			49
Total dividend income		1,231			397
Fee income
Control investments		—			—
Affiliate investments		8			5
Non-control/non-affiliate investments		2,119			2,354
Total fee income		2,127			2,359
Interest on idle funds		571			1,708
Total investment income		36,496			34,651
Expenses:
Interest and financing expenses		6,773			6,012
Base management fee		4,922			4,432
Incentive fee – income		4,594			4,467
Incentive fee (reversal) – capital gains		287			499
Administrative service expenses		602			537
Professional fees		948			937
Other general and administrative expenses		206			229
Total expenses before base management fee waiver		18,332			17,113
Base management fee waiver		(59	)		(69	)
Total expenses, net of base management fee waiver		18,273			17,044
Net investment income before income taxes		18,223			17,607
Income tax provision (benefit)		1			(20	)
Net investment income		18,222			17,627
Net realized and unrealized gains (losses) on investments:
Net realized gains (losses):
Control investments		—			—
Affiliate investments		10,066			—
Non-control/non-affiliate investments		3,264			1,743
Total net realized gain (loss) on investments		13,330			1,743
Income tax (provision) benefit from realized gains on investments		(1,850	)		56
Net change in unrealized appreciation (depreciation):
Control investments		—			—
Affiliate investments		(6,890	)		(3,236	)
Non-control/non-affiliate investments		(2,903	)		4,454
Total net change in unrealized appreciation (depreciation) on investments		(9,793	)		1,218
Net gain (loss) on investments		1,687			3,017
Realized losses on extinguishment of debt		(251	)		(521	)
Net increase (decrease) in net assets resulting from operations	$	19,658		$	20,123
Per common share data:
Net investment income per share-basic and diluted	$	0.53		$	0.57
Net increase in net assets resulting from operations per share — basic and diluted	$	0.58		$	0.65
Dividends declared per share	$	0.54		$	0.65
Weighted average number of shares outstanding — basic and diluted		34,077,720			30,776,758

Schedule 1

Supplemental Information Regarding Adjusted Net Investment Income

On a supplemental basis, we provide information relating to adjusted net investment income, which is a non-GAAP measure. This measure is provided in addition to, but not as a substitute for, net investment income. Adjusted net investment income represents net investment income excluding any capital gains incentive fee expense or (reversal) attributable to realized and unrealized gains and losses. The management agreement with our investment advisor provides that a capital gains incentive fee is determined and paid annually with respect to cumulative realized capital gains (but not unrealized capital gains) to the extent such realized capital gains exceed realized and unrealized losses for such year, less the aggregate amount of any capital gains incentive fees paid in all prior years. In addition, we accrue, but do not pay, a capital gains incentive fee in connection with any unrealized capital appreciation, as appropriate. As such, we believe that adjusted net investment income is a useful indicator of operations exclusive of any capital gains incentive fee expense or (reversal) attributable to realized and unrealized gains and losses. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial results prepared in accordance with GAAP. The following table provides a reconciliation of net investment income to adjusted net investment income for the three months ended March 31, 2025 and 2024.

	($ in thousands)
	Three Months Ended
	March 31,
	(unaudited)
	2025		2024
Net investment income	$	18,222	$	17,627
Capital gains incentive fee expense (reversal)		287		499
Adjusted net investment income ⁽¹⁾	$	18,509	$	18,126

	(Per share)
	Three Months Ended
	March 31,
	(unaudited)
	2025		2024
Net investment income	$	0.53	$	0.57
Capital gains incentive fee expense (reversal)		0.01		0.02
Adjusted net investment income ⁽¹⁾	$	0.54	$	0.59

(1)

Adjusted net investment income per share amounts are calculated as adjusted net investment income divided by weighted average shares outstanding for the period. Due to rounding, the sum of net investment income per share and capital gains incentive fee expense (reversal) amounts may not equal the adjusted net investment income per share amount presented here.

Company Contact:	Investor Relations Contact:
Shelby E. Sherard	Jody Burfening
Chief Financial Officer	Alliance Advisors IR
(847) 859-3940	(212) 838-3777
ssherard@fidusinv.com	jburfening@allianceadvisors.com

The MIL Network –

May 9, 2025

MIL-OSI: AvePoint Announces First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

First quarter SaaS revenue of $68.9 million, representing 34% year-over-year growth, 37% on a constant currency basis
First quarter Total revenue of $93.1 million, representing 25% year-over-year growth, 27% on a constant currency basis
Total ARR of $345.5 million, representing 26% year-over-year growth, 28% adjusted for FX

JERSEY CITY, N.J., May 08, 2025 (GLOBE NEWSWIRE) — AvePoint (NASDAQ: AVPT), the global leader in data security, governance and resilience, today announced financial results for the first quarter ended March 31, 2025.

“Highlighted by record growth in net new ARR and meaningful operating margin expansion, our first quarter results reflect our ability to efficiently address the intensifying convergence of data security, governance, and resilience challenges facing companies today,” said Dr. Tianyi Jiang (TJ), CEO and Co-Founder, AvePoint. “Despite the fluid macroeconomic environment, organizations are increasingly implementing AI-driven data management strategies that demand platform solutions which balance security and innovation. Our team’s execution to start the year has us steadily advancing toward our vision of becoming the world’s leading data management software company and achieving our billion-dollar ARR target for 2029.”

First Quarter 2025 Financial Highlights

Revenue: Total revenue was $93.1 million, up 25% from the first quarter of 2024. Within total revenue, SaaS revenue was $68.9 million, up 34% from the first quarter of 2024.

Gross Profit: GAAP gross profit was $69.2 million, compared to $54.1 million for the first quarter of 2024. Non-GAAP gross profit was $69.8 million, compared to $55.2 million for the first quarter of 2024. Non-GAAP gross margin was 75.0%, compared to 74.1% for the first quarter of 2024.

Operating Income/(Loss): GAAP operating income was $3.3 million, compared to a GAAP operating loss of $(3.2) million for the first quarter of 2024. Non-GAAP operating income was $13.4 million, compared to $6.6 million for the first quarter of 2024.

Cash, cash equivalents and short-term investments: $351.8 million as of March 31, 2025.

Cash from operations: For the three months ended March 31, 2025, the Company generated $0.5 million of cash from operations, compared to $7.8 million generated in the prior year period.

First Quarter 2025 Key Performance Indicators and Recent Business Highlights

ARR as of March 31, 2025 was $345.5 million, up 26% year-over-year. Adjusted for FX, ARR grew 28% year-over-year.

Adjusted for FX, dollar-based gross retention rate was 89%, while dollar-based net retention rate was 111%. On an as-reported basis, dollar-based gross retention rate was 88%, while dollar-based net retention rate was 111%.

Completed the acquisition of Ydentic to provide Managed Service Providers (MSPs) with an AI-driven platform to manage, optimize, and secure clients’ IT environments.
Launched the next generation of AvePoint Elements to automate insights, secure data, and accelerate profitability and efficiency for MSPs building security-centric practices.
Released new data security solutions for Google, expanding the Company’s multi-cloud protection to empower organizations with intelligent risk identification, proactive threat monitoring, and incident response at scale to enhance customers’ cyber resilience and prevent data breaches.

Renewed the existing Share Repurchase Program for an additional three years, providing the authority to buy up to $150.0 million of the Company’s common stock.

Financial Outlook
The company’s current financial outlook for the second quarter and full year 2025 is below. The global nature of our business exposes us to fluctuations in foreign exchange rates, and in the first quarter we saw a modest currency tailwind from the weakening of the U.S. dollar. This weakening has continued in the second quarter, and the corresponding incremental FX tailwinds are reflected in our updated full-year guidance for all metrics. Additionally, the Company’s updated full-year guidance for revenue and non-GAAP operating income includes the respective first quarter outperformance relative to guidance.

For the second quarter of 2025, the Company expects:

Total revenues of $95.3 million to $97.3 million, or year-over-year growth of 22% to 25%. On a constant currency basis, the Company expects revenue growth of 20% to 22%.
Non-GAAP operating income of $13.2 million to $14.2 million.

For the full year 2025, the Company now expects:

Total ARR of $411.8 million to $417.8 million, or year-over-year growth of 26% to 28%. Adjusted for FX, the Company expects ARR growth of 24% to 26%.
Total revenues of $397.4 million to $405.4 million, or year-over-year growth of 20% to 23%. On a constant currency basis, the Company expects revenue growth of 18% to 20%.
Non-GAAP operating income of $61.4 million to $64.4 million.

Quarterly Conference Call

AvePoint will host a conference call today, May 8, 2025, to review its first quarter 2025 financial results and to discuss its financial outlook. The call is scheduled to begin at 4:30pm ET. You may access the call and register with a live operator by dialing 1 (833) 816-1428 for US participants and 1 (412) 317-0520 for outside the US. The passcode for the call is 1630173. Investors can also join by webcast by visiting https://ir.avepoint.com/events. The webcast will be available live, and a replay will be available following the completion of the live broadcast for approximately 90 days.

About AvePoint

Beyond Secure. AvePoint is the global leader in data security, governance, and resilience, going beyond traditional solutions to ensure a robust data foundation and enable organizations everywhere to collaborate with confidence. Over 25,000 customers worldwide rely on the AvePoint Confidence Platform to prepare, secure, and optimize their critical data across Microsoft, Google, Salesforce, and other collaboration environments. AvePoint’s global channel partner program includes approximately 5,000 managed service providers, value-added resellers, and systems integrators, with our solutions available in more than 100 cloud marketplaces. To learn more, visit www.avepoint.com.

Non-GAAP Financial Measures and Other Key Metrics

To supplement AvePoint’s consolidated financial statements presented in accordance with GAAP, the company uses non-GAAP measures of certain components of financial performance. These non-GAAP measures include non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses (including percentage of revenue figures), non-GAAP operating income and non-GAAP operating margin, and key metrics include annual recurring revenue, dollar-based gross retention rate, and dollar-based net retention rate. The company has included a reconciliation of GAAP to non-GAAP financial measures at the end of this press release. These reconciliations adjust the related GAAP financial measures to exclude stock-based compensation expense and the amortization of acquired intangible assets. The company believes the presentation of its non-GAAP financial measures provides a better representation as to its overall operating performance. The presentation of AvePoint’s non-GAAP financial measures is not meant to be considered in isolation or as a substitute for its financial results prepared in accordance with GAAP, and AvePoint’s non-GAAP measures may be different from non-GAAP measures used by other companies.

Annual Recurring Revenue. This metric is calculated as the annualized sum of contractually obligated Annual Contract Value (“ACV”) from SaaS, term license and support, and maintenance revenue sources from all active customers at the end of a reporting period. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or replace these items. ARR is not a forecast of future revenue, and the active contracts used in calculating ARR may or may not be extended or renewed by our customers. The company believes this metric further enables measurement of its business performance, is an important metric for financial forecasting and better enables strategic decision making. Because this metric does not have the effect of providing a numerical measure that is different from any comparable GAAP measure, the company does not consider it a non-GAAP measure.

Dollar-based Gross Retention Rate. This metric is calculated by starting with the ARR from all active customers as of 12 months prior to such period end, or Prior Period ARR. The company then calculates ARR from these same customers as of the current period end, or Current Period ARR. Current Period ARR includes net contraction or attrition over the last 12 months but excludes ARR from new customers in the current period. The company then divides the total Current Period ARR by the total Prior Period ARR to arrive at the dollar-based gross retention rate. The company uses this metric as a measure of its ability to retain existing customers, and believes it is useful to investors for the same reason. Because this metric does not have the effect of providing a numerical measure that is different from any comparable GAAP measure, the company does not consider it a non-GAAP measure.

Dollar-based Net Retention Rate. This metric is calculated by starting with the ARR from all active customers as of 12 months prior to such period end, or Prior Period ARR. The company then calculates ARR from these same customers as of the current period end, or Current Period ARR. Current Period ARR includes net expansion over the last 12 months but excludes ARR from new customers in the current period. The company then divides the total Current Period ARR by the total Prior Period ARR to arrive at the dollar-based net retention rate. The company uses this metric as a measure of its ability to expand business with existing customers, and believes it is useful to investors for the same reason. Because this metric does not have the effect of providing a numerical measure that is different from any comparable GAAP measure, the company does not consider it a non-GAAP measure.

Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and other federal securities laws including statements regarding the future performance of and market opportunities for AvePoint. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: changes in the competitive and regulated industries in which AvePoint operates, variations in operating performance across competitors, changes in laws and regulations affecting AvePoint’s business and changes in AvePoint’s ability to implement business plans, forecasts, and ability to identify and realize additional opportunities, and the risk of downturns in the market and the technology industry. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of AvePoint’s most recent Annual Report on Form 10-K. Copies of this and other documents filed by AvePoint from time to time are available on the SEC’s website, www.sec.gov. This filing identifies and addresses other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. 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 AvePoint does not assume any obligation and does not intend to update or revise these forward-looking statements after the date of this release, whether as a result of new information, future events, or otherwise, except as required by law. AvePoint does not give any assurance that it will achieve its expectations. Unless the context otherwise indicates, references in this press release to the terms “AvePoint,” “the Company,” “we,” “our” and “us” refer to AvePoint, Inc. and its subsidiaries.

Disclosure Information
AvePoint uses the https://www.avepoint.com/ir website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Investor Contact
AvePoint
Jamie Arestia
ir@avepoint.com
(551) 220-5654

Media Contact
AvePoint
Nicole Caci
pr@avepoint.com
(201) 201-8143

AvePoint, Inc. Condensed Consolidated Statements of Income (Loss) (In thousands, except per share amounts) (Unaudited)

	Three Months Ended
	March 31,
	2025		2024
Revenue:
SaaS	$	68,942	$	51,311
Term license and support		11,190		10,005
Services		10,937		10,481
Maintenance		1,995		2,737
Total revenue		93,064		74,534
Cost of revenue:
SaaS		12,537		9,770
Term license and support		411		416
Services		10,798		10,073
Maintenance		153		183
Total cost of revenue		23,899		20,442
Gross profit		69,165		54,092
Operating expenses:
Sales and marketing		34,522		29,939
General and administrative		18,667		16,868
Research and development		12,689		10,486
Total operating expenses		65,878		57,293
Income (loss) from operations		3,287		(3,201	)
Other income, net		1,586		3,404
Income before income taxes		4,873		203
Income tax expense		1,307		2,157
Net income (loss)	$	3,566	$	(1,954	)
Net income (loss) attributable to noncontrolling interest		126		(238	)
Net income (loss) available to common stockholders	$	3,440	$	(1,716	)
Net income (loss) per share:
Basic	$	0.02	$	(0.01	)
Diluted	$	0.02	$	(0.01	)
Weighted average shares outstanding:
Basic		197,924		181,495
Diluted		224,573		181,495

AvePoint, Inc. Condensed Consolidated Balance Sheets (In thousands, except par value) (Unaudited)

	March 31,			December 31,
	2025			2024
Assets
Current assets:
Cash and cash equivalents	$	351,481		$	290,735
Short-term investments		317			167
Accounts receivable, net		80,124			87,365
Prepaid expenses and other current assets		14,717			16,528
Total current assets		446,639			394,795
Property and equipment, net		5,961			5,289
Goodwill		36,774			17,715
Intangible assets, net		11,514			8,889
Operating lease right-of-use assets		17,813			15,954
Deferred contract costs		59,945			59,838
Other assets		20,202			16,575
Total assets	$	598,848		$	519,055
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	2,293		$	2,352
Accrued expenses and other current liabilities		56,154			76,135
Current portion of deferred revenue		149,760			144,468
Total current liabilities		208,207			222,955
Long-term operating lease liabilities		11,649			9,909
Long-term portion of deferred revenue		10,846			8,840
Other liabilities		6,693			6,403
Total liabilities		237,395			248,107
Commitments and contingencies
Stockholders’ equity
Common stock, $0.0001 par value; 1,000,000 shares authorized, 203,031 and 194,071 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		20			19
Additional paid-in capital		873,269			779,007
Accumulated other comprehensive income		1,682			576
Accumulated deficit		(515,468	)		(510,448	)
Noncontrolling interest		1,950			1,794
Total stockholders’ equity		361,453			270,948
Total liabilities and stockholders’ equity	$	598,848		$	519,055

AvePoint, Inc. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited)

	Three Months Ended
	March 31,
	2025			2024
Operating activities
Net income (loss)	$	3,566		$	(1,954	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		1,511			1,295
Operating lease right-of-use assets expense		1,847			1,420
Foreign currency remeasurement loss		540			580
Stock-based compensation		9,620			9,458
Deferred income taxes		(95	)		(72	)
Other		1,064			(146	)
Change in value of earn-out and warrant liabilities		(474	)		(1,490	)
Changes in operating assets and liabilities:
Accounts receivable		9,198			10,933
Prepaid expenses and other current assets		1,895			1,718
Deferred contract costs and other assets		(2,637	)		4,447
Accounts payable, accrued expenses, other current liabilities, operating lease liabilities and other liabilities		(29,751	)		(14,293	)
Deferred revenue		4,211			(4,140	)
Net cash provided by operating activities		495			7,756
Investing activities
Maturities of investments		—			240
Purchases of investments		—			(389	)
Capitalization of internal-use software		(452	)		(391	)
Purchase of property and equipment		(1,514	)		(502	)
Issuance of notes receivables		—			(500	)
Cash paid in business combinations, net of cash acquired		(14,893	)		—
Net cash used in investing activities		(16,859	)		(1,542	)
Financing activities
Purchase of common stock		(11,905	)		(13,743	)
Proceeds from warrant exercises		87,344			—
Proceeds from stock option exercises		744			784
Repayments of finance leases		(2	)		(2	)
Net cash provided by (used in) financing activities		76,181			(12,961	)
Effect of exchange rates on cash		929			(926	)
Net increase (decrease) in cash and cash equivalents		60,746			(7,673	)
Cash and cash equivalents at beginning of period		290,735			223,162
Cash and cash equivalents at end of period	$	351,481		$	215,489
Supplemental disclosures of cash flow information
Income taxes paid	$	901		$	984
Unpaid purchase consideration transferred in connection with the business combination	$	5,499		$	—
Unpaid redemption of noncontrolling interest	$	—		$	5,926

AvePoint, Inc. Non-GAAP Reconciliations (In thousands) (Unaudited)

	Three Months Ended
	March 31,
	2025			2024
Non-GAAP operating income
GAAP operating income (loss)	$	3,287		$	(3,201	)
Stock-based compensation expense		9,620			9,458
Amortization of acquired intangible assets		466			353
Non-GAAP operating income	$	13,373		$	6,610
Non-GAAP operating margin		14.4	%		8.9	%



Non-GAAP gross profit
GAAP gross profit	$	69,165		$	54,092
Stock-based compensation expense		342			871
Amortization of acquired intangible assets		333			241
Non-GAAP gross profit	$	69,840		$	55,204
Non-GAAP gross margin		75.0	%		74.1	%

Non-GAAP sales and marketing
GAAP sales and marketing	$	34,522		$	29,939
Stock-based compensation expense		(2,326	)		(2,284	)
Amortization of acquired intangible assets		(133	)		(112	)
Non-GAAP sales and marketing	$	32,063		$	27,543
Non-GAAP sales and marketing as a % of revenue		34.5	%		37.0	%

Non-GAAP general and administrative
GAAP general and administrative	$	18,667		$	16,868
Stock-based compensation expense		(4,754	)		(4,967	)
Non-GAAP general and administrative	$	13,913		$	11,901
Non-GAAP general and administrative as a % of revenue		14.9	%		16.0	%

Non-GAAP research and development
GAAP research and development	$	12,689		$	10,486
Stock-based compensation expense		(2,198	)		(1,336	)
Non-GAAP research and development	$	10,491		$	9,150
Non-GAAP research and development as a % of revenue		11.3	%		12.3	%

The MIL Network –

May 9, 2025

MIL-OSI: EverCommerce Announces First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

DENVER, May 08, 2025 (GLOBE NEWSWIRE) — EverCommerce Inc. (“EverCommerce” or the “Company”) (NASDAQ: EVCM), a leading service commerce platform, today announced financial results for the quarter ended March 31, 2025.

First Quarter 2025 Financial Highlights

Revenue from continuing operations of $142.3 million, an increase of 3.2% compared to $137.9 million for the quarter ended March 31, 2024. Pro Forma Revenue, which excludes fitness, increased 7.4% to 142.3 million, compared to $132.4 million for the quarter ended March 31, 2024.
Subscription and transaction fees revenue from continuing operations of $137.8 million, an increase of 3.3% compared to $133.4 million for the quarter ended March 31, 2024. Pro Forma subscription and transaction fees revenue, which excludes fitness, increased 7.6% to $137.8 million, compared to $128.1 million for the quarter ended March 31, 2024.
Net income from continuing operations was $0.9 million, or $0.01 per basic and diluted share, for the quarter ended March 31, 2025, compared to net loss from continuing operations of $16.0 million, or $(0.09) per basic and diluted share, for the quarter ended March 31, 2024.
Adjusted EBITDA from continuing operations was $44.9 million for the quarter ended March 31, 2025, compared to $38.7 million for the quarter ended March 31, 2024.

“EverCommerce’s first quarter results exceeded the top end of our guidance range for both Revenue and Adjusted EBITDA, driven by strong execution and continued active cost management,” said Eric Remer, EverCommerce’s Founder and CEO. “We continue to make solid progress with implementing our transformation and optimization initiatives, which include strategic investments in high margin areas of business such as payments monetization as well as artificial intelligence.”

A reconciliation of GAAP to Non-GAAP measures has been provided in the financial statement tables included at the end of this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures and Key Performance Metrics.”

Share Repurchases

On May 1, 2025, our Board of Directors approved a $50.0 million increase in the previously announced stock repurchase authorization and extended the authorization through December 31, 2026. The total authorization since the repurchase program began allows for the purchase up to $250.0 million in shares of the Company’s common stock.

The Company repurchased and retired 1.1 million shares of common stock for approximately $11.2 million during the three months ended March 31, 2025. As of March 31, 2025, $21.6 million remained available under the Repurchase Program.

Repurchases under the program may be made from time to time in the open market at prevailing market prices or in negotiated transactions off the market. Open market repurchases will be structured to occur within the pricing and volume requirements of Rule 10b-18. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company to acquire any particular amount of common stock and the program may be extended, modified, suspended or discontinued at any time at the Company’s discretion. The Company expects to fund repurchases with cash on hand.

Business Outlook

Based on information as of today, May 8, 2025, the Company is issuing the following financial guidance for the second quarter 2025 and full year 2025 from continuing operations, which excludes discontinued operations related to our marketing technology solutions.

Second Quarter 2025:

Revenue is expected to be in the range of $144.5 million to $147.5 million.
Adjusted EBITDA is expected to be in the range of $39.5 million to $41.5 million.

Full Year 2025:

Revenue is expected to be in the range of $581million to $601 million.
Adjusted EBITDA is expected to be in the range of $167.5 million to $175.5 million.

A reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure, is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to certain charges excluded from this non-GAAP measure; in particular, the measures and efforts of stock-based compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in our stock price. It is important to note that these charges could be material to EverCommerce’s results computed in accordance with GAAP.

Conference Call Information

EverCommerce’s management team will hold a conference call to discuss our first quarter 2025 results and outlook today, May 8, 2025, at 5:00 p.m. ET. Please visit the “Investor Relations” page of the Company’s website (https://investors.evercomerce.com) for both telephonic and webcast access to this call as well as a copy of the presentation materials used on the call. An archive replay will be available following the conclusion of the call.

Investor Contact
Brad Korch
SVP and Head of Investor Relations
720-796-7664
IR@evercommerce.com

Media Contact
Jeanne Trogan
VP of Communications
737-465-2897
Press@evercommerce.com

About EverCommerce

EverCommerce (Nasdaq: EVCM) is a leading service commerce platform, providing vertically-tailored, integrated SaaS solutions that help more than 740,000 global service-based businesses accelerate growth, streamline operations, and increase retention. Its modern digital and mobile applications create predictable, informed, and convenient experiences between customers and their service professionals. With its EverPro, EverHealth, and EverWell brands specializing in Home, Health, and Wellness service industries, EverCommerce provides end-to-end business management software, embedded payment acceptance, marketing technology, and customer experience applications. Learn more at EverCommerce.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation, statements regarding our future operations and financial results, cost savings initiatives, implementation of our transformation and optimization initiatives, any strategic alternatives involving our marketing technology solutions including an anticipated sale in 2025, our market opportunity, future stock repurchases, our potential for growth and our strategy. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, our limited operating history and evolving business; our recent growth rates may not be sustainable or indicative of future growth; we have experienced net losses in the past and we may not achieve profitability in the future; we may continue to experience significant quarterly and annual fluctuations in our operating results due to a number of factors, which makes our future operating results difficult to predict; in order to support the growth of our business and our acquisition strategy, we may need to incur additional indebtedness or seek capital through new equity or debt financings; we may not be able to continue to expand our share of our existing vertical markets or expand into new vertical markets; we face intense competition in each of the industries in which we operate; the industries in which we operate are rapidly evolving and the market for technology-enabled services that empower SMBs is relatively immature and unproven; we are subject to economic and political risk, the business cycles of our clients and changes in the overall level of consumer and commercial spending, which could negatively impact our business, financial condition and results of operations; we are dependent on payment card networks, such as Visa and MasterCard, and payment processors, such as Worldpay and PayPal, and if we fail to comply with the applicable requirements of our payment networks or our payment processors, they can seek to fine us, suspend us or terminate our agreements and/or terminate our registrations through our bank sponsors; the inability to keep pace with rapid developments and changes in the electronic payments market or are unable to introduce, develop and market new and enhanced versions of our software solutions; real or perceived errors, failures or bugs in our solutions; unauthorized disclosure, destruction or modification of data, disruption of our software or services or cyber breaches; our use of artificial intelligence technologies and evolving regulatory framework governing the use of such technologies; our estimated total addressable market is subject to inherent challenges and uncertainties; failure to effectively develop and expand our sales and marketing capabilities; impairment in the value of our goodwill or intangible assets; our information technology systems and our third-party providers’ information technology systems, including Worldpay, PayPal and other payment processing partners, may fail or our third-party providers may discontinue providing their services or technology generally or to us specifically; our ability to improve our margin, in particular within Marketing Technology Solutions; the impact of a future pandemic, epidemic or outbreak of an infectious disease could impact, our business, financial condition and results of operations, as well as the business or operations of third parties with whom we conduct business; our success in achieving our objectives through acquisitions, divestitures or other strategic transactions; our revenues and profits generated through acquisitions may be less than anticipated, and we may fail to uncover all liabilities of acquisition targets; risks related to scrutiny on environmental sustainability and social initiatives; our ability to adequately protect or enforce our intellectual property and other proprietary rights; risk of patent, trademark and other intellectual property infringement claims; risks related to governmental regulation and other legal obligations, particularly related to privacy, data protection and information security, and our actual or perceived failure to comply with such obligations; risks related to our sponsor stockholders agreement and qualifying as a “controlled company” under the rules of The Nasdaq Stock Market; as well as the other factors described in our Annual Report on Form 10-K for the year ended December 31, 2024 and updated by our other filings with the SEC. These factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.

Non-GAAP Financial Measures and Key Performance Metrics

EverCommerce has provided in this press release financial information that has not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). EverCommerce uses these non-GAAP financial measures internally in analyzing its financial results and believes that use of these non-GAAP financial measures is useful to investors as an additional tool to evaluate ongoing operating results and trends and in comparing EverCommerce’s financial results with other companies in its industry, many of which present similar non-GAAP financial measures. Unless otherwise indicated, all non-GAAP financial measures are presented on the basis of continuing operations only.

Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with EverCommerce’s consolidated financial statements prepared in accordance with GAAP. A reconciliation of EverCommerce’s historical non-GAAP financial measures to the most directly comparable GAAP measures has been provided in the financial statement tables included in this press release, and investors are encouraged to review the reconciliation.

Pro Forma Revenue, Pro Forma Subscription and Transaction Fees Revenue, Pro Forma Revenue Growth Rate, Pro Forma Subscription and Transaction Fees Revenue Growth Rate. Pro Forma Revenue, Pro Forma Subscription and Transaction Fees Revenue, Pro Forma Revenue Growth Rate, and Pro Forma Subscription and Transaction Fees Revenue Growth Rate are key performance measures that our management uses to assess our consolidated operating performance from continuing operations over time. Management also uses these metrics for planning and forecasting purposes.

Our year-over-year Pro Forma Revenue, Pro Forma Subscription and Transaction Fees Revenue, Pro Forma Revenue Growth Rate, and Pro Forma Subscription and Transaction Fees Revenue Growth Rate are calculated as though all acquisitions and divestitures completed as of the end of the latest period were completed as of the first day of the prior year period presented. In calculating Pro Forma Revenue, Pro Forma Subscription and Transaction Fees Revenue, Pro Forma Revenue Growth Rate, and Pro Forma Subscription and Transaction Fees Revenue Growth Rate, we add the revenue from acquisitions for the reporting periods prior to the date of acquisition (including estimated purchase accounting adjustments) and exclude revenue from divestitures for the reporting periods prior to the date of divestiture, and then, calculate our revenue growth rate between the two reported periods. As a result, these metrics include pro forma revenue from businesses acquired and excludes revenue from businesses divested of during the period, including revenue generated during periods when we did not yet own the acquired businesses and excludes revenue prior to the divestiture of the business. In including such pre-acquisition revenue and excluding pre-divestiture revenue, these metrics allow us to measure the underlying revenue growth of our business as it stands as of the end of the respective period, which we believe provides insight into our then-current operations. Pro Forma Revenue, Pro Forma Subscription and Transaction Fees Revenue, Pro Forma Revenue Growth Rate, and Pro Forma Subscription and Transaction Fees Revenue Growth Rate do not represent organic revenue generated by our business as it stood at the beginning of the respective period. Pro Forma Revenue, Pro Forma Subscription and Transaction Fees Revenue, Pro Forma Revenue Growth Rates, and Pro Forma Subscription and Transaction Fees Revenue Growth Rate are not necessarily indicative of either future results of operations or actual results that might have been achieved had the acquisitions and divestitures been consummated on the first day of the prior year period presented. We believe that these metrics are useful to investors in analyzing our financial and operational performance period over period and evaluating the growth of our business, normalizing for the impact of acquisitions and divestitures. These metrics are particularly useful to management due to the number of acquired entities.

Adjusted Gross Profit. Adjusted Gross Profit is a key performance measure that our management uses to assess our operational performance, as it represents the results of revenues and direct costs, which are key components of our operations. We believe that this non-GAAP financial measure is useful to investors and other interested parties in analyzing our financial performance because it reflects the gross profitability of our operations, and excludes the indirect costs associated with our sales and marketing, product development, general and administrative activities, and depreciation and amortization, and the impact of our financing methods and income taxes.

Gross profit is calculated as total revenues less cost of revenues (exclusive of depreciation and amortization), amortization of developed technology, amortization of capitalized software and depreciation expense (allocated to cost of revenues). We calculate Adjusted Gross Profit as gross profit adjusted to exclude depreciation and amortization allocated to cost of revenues. Adjusted Gross Profit should be viewed as a measure of operating performance that is a supplement to, and not a substitute for, operating income or loss, net earnings or loss and other GAAP measures of income (loss) or profitability.

Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA and Adjusted EBITDA margin are key performance measures that our management uses to assess our financial performance and is also used for internal planning and forecasting purposes. We believe that these non-GAAP financial measures are useful to investors and other interested parties in analyzing our financial performance because they provide a comparable overview of our operations across historical periods. In addition, we believe that providing Adjusted EBITDA, together with a reconciliation of net income (loss) to Adjusted EBITDA, helps investors make comparisons between our company and other companies that may have different capital structures, different tax rates, and/or different forms of employee compensation.

Adjusted EBITDA and Adjusted EBITDA margin are used by our management team as additional measures of our performance for purposes of business decision-making, including managing expenditures, and evaluating potential acquisitions. Period-to-period comparisons of Adjusted EBITDA and Adjusted EBITDA margin help our management identify additional trends in our financial results that may not be shown solely by period-to-period comparisons of net income (loss) or income (loss) from continuing operations. In addition, we may use Adjusted EBITDA in the incentive compensation programs applicable to some of our employees. Our Management recognizes that Adjusted EBITDA has inherent limitations because of the excluded items, and may not be directly comparable to similarly titled metrics used by other companies.

We calculate Adjusted EBITDA as net loss adjusted to exclude interest and other expense, net, income tax expense (benefit), depreciation and amortization, other amortization, stock-based compensation, and transaction-related and other non-recurring or unusual costs. Other amortization includes amortization for capitalized contract acquisition costs. Transaction-related costs are specific deal-related costs such as legal fees, financial and tax due diligence, consulting and escrow fees. Other non-recurring or unusual costs are expenses such as impairment charges, (gains) losses from divestitures, system implementation costs, executive separation costs, severance expense related to planned restructuring activities, and costs associated with integration and transformational improvements. Transaction-related and other non-recurring or unusual costs are excluded as they are not representative of our underlying operating performance. Adjusted EBITDA should be viewed as a measure of operating performance that is a supplement to, and not a substitute for, operating income or loss, net earnings or loss and other GAAP measures of income (loss).

EverCommerce Inc. Condensed Consolidated Balance Sheets (in thousands, except per share and share amounts) (unaudited)

	March 31,			December 31,
	2025			2024

Assets
Current assets:
Cash and cash equivalents	$	148,408		$	135,782
Accounts receivable, net of allowance for expected credit losses of $2.1 million and $2.3 million at March 31, 2025 and December 31, 2024, respectively		32,356			31,090
Contract assets		11,115			12,839
Assets held for sale		46,435			11,422
Prepaid expenses and other current assets		30,231			27,181
Total current assets		268,545			218,314
Property and equipment, net		5,907			6,129
Capitalized software, net		43,573			41,595
Other non-current assets		34,912			36,127
Non-current assets held for sale		—			44,779
Intangible assets, net		197,477			211,172
Goodwill		863,686			863,152
Total assets		1,414,100			1,421,268
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	7,533		$	6,599
Accrued expenses and other		54,832			50,840
Deferred revenue		22,122			22,107
Customer deposits		11,857			11,382
Current maturities of long-term debt		5,500			5,500
Liabilities held for sale		15,626			14,298
Total current liabilities		117,470			110,726
Long-term debt, net of current maturities and deferred financing costs		521,364			522,442
Other non-current liabilities		35,697			36,301
Non-current liabilities held for sale		—			973
Total liabilities		674,531			670,442
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.00001 par value, 50,000,000 shares authorized and no shares issued or outstanding as of March 31, 2025 and December 31, 2024		—			—
Common stock, $0.00001 par value, 2,000,000,000 shares authorized and 183,034,613 and 183,725,236 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		2			2
Accumulated other comprehensive loss		(13,841	)		(14,318	)
Additional paid-in capital		1,422,185			1,426,206
Accumulated deficit		(668,777	)		(661,064	)
Total stockholders’ equity		739,569			750,826
Total liabilities and stockholders’ equity	$	1,414,100		$	1,421,268

EverCommerce Inc. Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands, except per share and share amounts) (unaudited)

	Three months ended March 31,
	2025			2024

Revenues:
Subscription and transaction fees	$	137,779		$	133,382
Other		4,494			4,470
Total revenues		142,273			137,852
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization presented separately below)		31,188			31,501
Sales and marketing		28,783			27,564
Product development		19,963			19,306
General and administrative		31,281			31,641
Depreciation and amortization		16,768			20,904
Loss on held for sale and impairments		85			11,232
Total operating expenses		128,068			142,148
Operating income (loss)		14,205			(4,296	)
Interest and other expense, net		(12,759	)		(5,791	)
Net income (loss) from continuing operations before income tax expense		1,446			(10,087	)
Income tax expense		(512	)		(5,923	)
Net income (loss) from continuing operations		934			(16,010	)
Loss from discontinued operations, net of income tax		(8,647	)		(314	)
Net loss		(7,713	)		(16,324	)
Other comprehensive loss:
Foreign currency translation gain (loss), net		477			(3,535	)
Comprehensive loss	$	(7,236	)	$	(19,859	)

Basic net income (loss) per share attributable to common stockholders:
Continuing operations	$	0.01		$	(0.09	)
Discontinued operations		(0.05	)		—
Total	$	(0.04	)	$	(0.09	)

Diluted net income (loss) per share attributable to common stockholders:
Continuing operations	$	0.01		$	(0.09	)
Discontinued operations		(0.05	)		—
Total	$	(0.04	)	$	(0.09	)

Weighted-average shares of common stock outstanding used in computing net income (loss) per share:
Basic		183,467,698			186,635,095
Diluted		185,222,240			186,635,095

EverCommerce Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited)

	Three months ended March 31,
	2025			2024

Cash flows provided by operating activities:
Net loss	$	(7,713	)	$	(16,324	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		17,959			22,951
Stock-based compensation expense		6,940			5,576
Deferred taxes		(335	)		5,316
Amortization of deferred financing costs and non-cash interest		396			410
Loss on held for sale and impairments		9,518			11,231
Bad debt expense		832			1,010
Loss (gain) on interest rate swap valuation adjustments		3,856			(4,824	)
Other non-cash items		1,270			216
Changes in operating assets and liabilities:
Accounts receivable, net		(3,123	)		(4,485	)
Prepaid expenses and other current assets		(1,621	)		(3,087	)
Other non-current assets		(340	)		93
Accounts payable		455			(233	)
Accrued expenses and other		3,973			(6,094	)
Deferred revenue		1,616			2,401
Other non-current liabilities		(3,005	)		(860	)
Net cash provided by operating activities		30,678			13,297
Cash flows used in investing activities:
Purchases of property and equipment		(493	)		(402	)
Capitalization of software costs		(5,065	)		(4,432	)
Proceeds from disposition of fitness solutions, net of transaction costs, cash and restricted cash		(85	)		1,228
Net cash used in investing activities		(5,643	)		(3,606	)
Cash flows used in financing activities:
Payments on long-term debt		(1,375	)		(1,375	)
Exercise of stock options		1,385			1,072
Employee taxes paid for RSU withholdings		(1,182	)		—
Repurchase and retirement of common stock		(11,095	)		(12,068	)
Net cash used in financing activities		(12,267	)		(12,371	)
Effect of foreign currency exchange rate changes on cash		(142	)		(593	)
Net increase (decrease) in cash, cash equivalents and restricted cash, including cash and restricted cash classified as held for sale		12,626			(3,273	)
Cash, cash equivalents and restricted cash, including cash and restricted cash classified as held for sale:
Beginning of period		135,782			96,179
End of period	$	148,408		$	92,906

Supplemental disclosures of cash flow information:
Cash paid for interest	$	9,088		$	11,095
Cash paid for income taxes	$	2,531		$	1,654

EverCommerce Inc. Non-GAAP Financial Measures and Key Performance Metrics (unaudited)

	Three months ended March 31,
	2025		2024
	(in thousands)

Pro Forma Revenue:
Revenue	$	142,273	$	137,852
Plus acquisition revenue / less disposition revenue ⁽¹⁾		—		(5,403	)
Pro Forma Revenue	$	142,273	$	132,449

⁽¹⁾	Acquisition revenue includes the estimated revenue associated with Kickserv prior to the August 10, 2023 acquisition date while the disposition revenue adjustment excludes revenue associated with fitness solutions (see the Pro Forma Revenue and Pro Forma Revenue Growth Rate definition under Non-GAAP financial measures and Key Performance Metrics).

	Three months ended March 31,
	2025		2024
	(in thousands)

Pro Forma Subscription and Transaction Fees Revenue:
Subscription and transaction fees revenue	$	137,779	$	133,382
Plus acquisition revenue / less disposition revenue ⁽¹⁾		—		(5,325	)
Pro Forma Subscription and Transaction Fees Revenue	$	137,779	$	128,057

⁽¹⁾

Acquisition revenue includes the estimated revenue associated with Kickserv prior to the August 10, 2023 acquisition date while the disposition revenue adjustment excludes revenue associated with fitness solutions (see the Pro Forma Subscription and Transaction Revenue and Pro Forma Subscription and Transaction Revenue Growth Rate definition under Non-GAAP financial measures and Key Performance Metrics).

	Three months ended March 31,
	2025		2024
	(in thousands)

Reconciliation from Gross Profit to Adjusted Gross Profit:
Gross profit from continuing operations	$	106,433	$	100,884
Depreciation and amortization		4,652		5,467
Adjusted gross profit from continuing operations	$	111,085	$	106,351

	Three months ended March 31,
	2025		2024
	(in thousands)

Reconciliation from Net loss to Adjusted EBITDA:
Net income (loss) from continuing operations	$	934	$	(16,010	)
Adjusted to exclude the following:
Interest and other expense, net		12,759		5,791
Income tax expense		512		5,923
Depreciation and amortization		16,768		20,904
Other amortization		1,482		1,311
Stock-based compensation expense		6,755		5,410
Transaction-related and other non-recurring or unusual costs		5,735		15,321
Adjusted EBITDA from continuing operations	$	44,945	$	38,650

The MIL Network –

May 9, 2025

MIL-OSI: LPL Financial Announces First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

Key Financial Results:

Net Income was $319 million, translating to diluted earnings per share (“EPS”) of $4.24, up 11% from a year ago
Adjusted EPS* increased 22% year-over-year to $5.15
- Gross profit* increased 19% year-over-year to $1,273 million
- Core G&A* increased 14% year-over-year to $413 million
- Adjusted pre-tax income* increased 23% year-over-year to $509 million

Key Business Results:

Total advisory and brokerage assets increased 25% year-over-year to $1.8 trillion
- Advisory assets increased 23% year-over-year to $977 billion
- Advisory assets as a percentage of total assets decreased to 54.5%, down from 55.0% a year ago
Total organic net new assets were $71 billion, representing 16% annualized growth
- This included $27 billion of assets from Prudential Advisors (“Prudential”) and $16 billion of assets from Wintrust Investments, LLC and certain private client business at Great Lakes Advisors, LLC (collectively, “Wintrust”) that onboarded during the first quarter, as well as $0.7 billion of assets that off-boarded as part of the previously disclosed planned separation from misaligned large OSJs. Prior to these impacts, organic net new assets were $29 billion, translating to a 7% annualized growth rate
Recruited assets⁽¹⁾were $39 billion, up 91% from a year ago
- Recruited assets over the trailing twelve months were a record of $167 billion
Total client cash balances were $53 billion, a decrease of $2 billion sequentially and an increase of $7 billion year-over-year
- Client cash balances as a percentage of total assets were 3.0%, down from 3.2% in the prior quarter and prior year

Key Capital and Liquidity Results:

Corporate cash⁽²⁾was $621 million
Leverage ratio⁽³⁾was 1.82x
Share repurchases were $100 million and dividends paid were $22.4 million

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

Key Updates

Large Institutions:

Prudential: Completed the onboarding of Prudential, with $67 billion of brokerage and advisory assets, of which $27 billion transitioned onto our platform in Q1
Wintrust: Onboarded Wintrust, with $16 billion of brokerage and advisory assets transitioning onto our platform in Q1
First Horizon Bank (“First Horizon”): In April 2025, announced a strategic relationship agreement with First Horizon to transition support of the broker-dealer and investment advisory services of First Horizon Advisors, Inc., to LPL’s Institution Services platform, expected to be completed in the second half of 2025. First Horizon supports approximately 110 financial advisors who collectively serve $16 billion of client assets

M&A:

Commonwealth Financial Network (“Commonwealth”): Announced a definitive purchase agreement to acquire Commonwealth, a privately-held independent wealth management firm headquartered in Massachusetts. Commonwealth supports approximately 3,000 advisors in the U.S., managing $285 billion of brokerage and advisory assets. The Company expects to close the transaction in the second half of 2025, subject to receipt of regulatory approvals and other closing conditions. Conversion is expected to be completed in mid-2026
Atria Wealth Solutions, Inc. (“Atria”): On-track to complete the conversion in mid-2025
The Investment Center, Inc. (“The Investment Center”): Closed on the acquisition of The Investment Center, with $7 billion of brokerage and advisory assets
Liquidity & Succession: Deployed approximately $100 million of capital to close 10 deals in Q1, including one external practice

Capital Management:

Common Stock Offering: In April 2025, issued $1.7 billion of common stock at a price of $320 per share. Net proceeds from the common stock offering are expected to fund a portion of the cash consideration payable in connection with the acquisition of Commonwealth
Corporate Debt:
- In February 2025, issued $1.25 billion of senior unsecured notes, including $750 million of 5.200% notes due 2030 and $500 million of 5.650% notes due 2035. Net proceeds from this offering were used to repay outstanding borrowings under the Company’s revolving credit facility
- In April 2025, issued $1.50 billion of senior unsecured notes, including $500 million of 4.900% notes due 2028, $500 million of 5.150% notes due 2030 and $500 million of 5.750% notes due 2035. Net proceeds from this offering are expected to fund a portion of the cash consideration payable in connection with the acquisition of Commonwealth

Core G&A:

Lowered the upper end of our 2025 Core G&A* outlook range by $15 million, resulting in an updated range of $1,730 million to $1,765 million. This includes $170 million to $180 million related to Prudential and Atria, but is prior to costs associated with Commonwealth

SAN DIEGO, May 08, 2025 (GLOBE NEWSWIRE) — LPL Financial Holdings Inc. (Nasdaq: LPLA) (the “Company”) today announced results for its first quarter ended March 31, 2025, reporting net income of $319 million, or $4.24 per share. This compares with $289 million, or $3.83 per share, in the first quarter of 2024 and $271 million, or $3.59 per share, in the prior quarter.

“It’s been a strong start to the year for LPL,” said Rich Steinmeier, CEO. “We delivered another quarter of strong business performance, reported excellent financial results, and reached an agreement to acquire Commonwealth, significantly accelerating our progress toward our vision to be the best firm in wealth management.”

“In the first quarter, we delivered solid business performance and financial results,” said Matt Audette, President and CFO. “We onboarded Prudential and Wintrust and are preparing to onboard First Horizon later this year. As a complement to our strong organic growth, we closed and onboarded the acquisition of The Investment Center in March, continue to prepare to onboard our Atria advisors, and lastly, entered into an agreement to acquire Commonwealth Financial Network. Looking ahead, our business momentum and financial strength position us well to continue delivering shareholder value.”

Dividend Declaration

The Company’s Board of Directors declared a $0.30 per share dividend to be paid on June 12, 2025 to all stockholders of record as of May 30, 2025.

Conference Call and Additional Information

The Company will hold a conference call to discuss its results at 5:00 p.m. ET on Thursday, May 8, 2025. The conference call will be accessible and available for replay at investor.lpl.com/events.

Contacts

Investor Relations
investor.relations@lplfinancial.com

Media Relations
media.relations@lplfinancial.com

About LPL Financial

LPL Financial Holdings Inc. (Nasdaq: LPLA) is among the fastest growing wealth management firms in the U.S. As a leader in the financial advisor-mediated marketplace⁽⁴⁾, LPL supports over 29,000 financial advisors and the wealth management practices of approximately 1,200 financial institutions, servicing and custodying approximately $1.8 trillion in brokerage and advisory assets on behalf of approximately 7 million Americans. The firm provides a wide range of advisor affiliation models, investment solutions, fintech tools and practice management services, ensuring that advisors and institutions have the flexibility to choose the business model, services, and technology resources they need to run thriving businesses. For further information about LPL, please visit www.lpl.com.

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

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

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

Forward-Looking Statements

This press release contains statements regarding:

the expected closing of the Company’s acquisition of Commonwealth;
the use of proceeds from the issuance of common stock and senior notes to fund a portion of the cash consideration payable in connection with the acquisition of Commonwealth;
the amount and timing of the onboarding of acquired, recruited or transitioned brokerage and advisory assets, including Atria, Commonwealth, First Horizon and The Investment Center;
the Company’s future financial and operating results, growth, plans, priorities and business strategies, including forecasts and statements related to the Company’s ICA yield, service and fee revenue, transaction revenue, core G&A expense, promotional expense, interest expense and income, depreciation and amortization, leverage ratio (including plans to reduce leverage) and share repurchases; and
future capabilities, future advisor service experience, future investments and capital deployment, including share repurchase activity and dividends, if any, and long-term shareholder value.

These and any other statements that are not related to present facts or current conditions, or that are not purely historical, constitute forward-looking statements. They reflect the Company’s expectations and objectives as of May 8, 2025 and are not guarantees that expectations or objectives expressed or implied will be achieved. The achievement of such expectations and objectives involves risks and uncertainties that may cause actual results, levels of activity or the timing of events to differ materially from those expressed or implied by forward-looking statements. Important factors that could cause or contribute to such differences include:

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

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

LPL Financial Holdings Inc. Condensed Consolidated Statements of Income (In thousands, except per share data) (Unaudited)

	Three Months Ended							Three Months Ended
	March 31,			December 31,				March 31,
		2025			2024	Change			2024	Change
REVENUE
Advisory	$	1,689,245		$	1,595,834	6	%	$	1,199,811	41	%
Commission:
Sales-based		610,038			525,795	16	%		385,235	58	%
Trailing		437,719			439,668	—	%		361,211	21	%
Total commission		1,047,757			965,463	9	%		746,446	40	%
Asset-based:
Client cash		392,031			378,816	3	%		352,382	11	%
Other asset-based		303,210			290,962	4	%		248,339	22	%
Total asset-based		695,241			669,778	4	%		600,721	16	%
Service and fee		145,199			139,119	4	%		132,172	10	%
Transaction		67,864			61,535	10	%		57,258	19	%
Interest income, net		43,851			46,680	(6	%)		43,525	1	%
Other		(19,150	)		33,942	n/m			52,660	n/m
Total revenue		3,670,007			3,512,351	4	%		2,832,593	30	%
EXPENSE
Advisory and commission		2,353,925			2,250,427	5	%		1,733,487	36	%
Compensation and benefits		305,546			321,933	(5	%)		274,369	11	%
Promotional		145,645			162,057	(10	%)		126,619	15	%
Depreciation and amortization		92,356			92,032	—	%		67,158	38	%
Interest expense on borrowings		85,862			81,979	5	%		60,082	43	%
Occupancy and equipment		77,240			75,538	2	%		66,264	17	%
Brokerage, clearing and exchange		44,138			34,789	27	%		30,532	45	%
Amortization of other intangibles		43,521			42,614	2	%		29,552	47	%
Professional services		36,326			32,055	13	%		13,279	174	%
Communications and data processing		19,506			18,772	4	%		19,744	(1	%)
Other		48,689			58,874	(17	%)		37,315	30	%
Total expense		3,252,754			3,171,070	3	%		2,458,401	32	%
INCOME BEFORE PROVISION FOR INCOME TAXES		417,253			341,281	22	%		374,192	12	%
PROVISION FOR INCOME TAXES		98,680			70,532	40	%		85,428	16	%
NET INCOME	$	318,573		$	270,749	18	%	$	288,764	10	%
EARNINGS PER SHARE
Earnings per share, basic	$	4.27		$	3.62	18	%	$	3.87	10	%
Earnings per share, diluted	$	4.24		$	3.59	18	%	$	3.83	11	%
Weighted-average shares outstanding, basic		74,600			74,785	—	%		74,562	—	%
Weighted-average shares outstanding, diluted		75,112			75,337	—	%		75,463	—	%

LPL Financial Holdings Inc. Condensed Consolidated Statements of Financial Condition (In thousands, except share data) (Unaudited)

	March 31, 2025			December 31, 2024
ASSETS
Cash and equivalents	$	1,229,181		$	967,079
Cash and equivalents segregated under federal or other regulations		1,513,037			1,597,249
Restricted cash		112,458			119,724
Receivables from clients, net		613,766			633,834
Receivables from brokers, dealers and clearing organizations		112,249			76,545
Advisor loans, net		2,468,033			2,281,088
Other receivables, net		939,411			902,777
Investment securities ($122,729 and $42,267 at fair value at March 31, 2025 and December 31, 2024, respectively)		138,007			57,481
Property and equipment, net		1,237,693			1,210,027
Goodwill		2,213,100			2,172,873
Other intangibles, net		1,570,558			1,482,988
Other assets		1,815,729			1,815,739
Total assets	$	13,963,222		$	13,317,404
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
Client payables	$	2,045,285		$	1,898,665
Payables to brokers, dealers and clearing organizations		252,035			129,228
Accrued advisory and commission expenses payable		303,837			323,996
Corporate debt and other borrowings, net		5,686,678			5,494,724
Accounts payable and accrued liabilities		479,803			588,450
Other liabilities		2,071,801			1,951,739
Total liabilities		10,839,439			10,386,802
STOCKHOLDERS’ EQUITY:
Common stock, $0.001 par value; 600,000,000 shares authorized; 131,194,549 shares and 130,914,541 shares issued at March 31, 2025 and December 31, 2024, respectively		131			131
Additional paid-in capital		2,089,155			2,066,268
Treasury stock, at cost — 56,611,181 shares and 56,253,909 shares at March 31, 2025 and December 31, 2024, respectively		(4,331,582	)		(4,202,322	)
Retained earnings		5,366,079			5,066,525
Total stockholders’ equity		3,123,783			2,930,602
Total liabilities and stockholders’ equity	$	13,963,222		$	13,317,404

LPL Financial Holdings Inc.
Management’s Statements of Operations
(In thousands, except per share data)
(Unaudited)

Certain information in this release is presented as reviewed by the Company’s management and includes information derived from the Company’s unaudited condensed consolidated statements of income, non-GAAP financial measures and operational and performance metrics. For information on non-GAAP financial measures, please see the section titled “Non-GAAP Financial Measures” in this release.

	Quarterly Results
	Q1 2025			Q4 2024			Change		Q1 2024			Change
Gross Profit₍₅₎
Advisory	$	1,689,245		$	1,595,834		6	%	$	1,199,811		41	%
Trailing commissions		437,719			439,668		—	%		361,211		21	%
Sales-based commissions		610,038			525,795		16	%		385,235		58	%
Advisory fees and commissions		2,737,002			2,561,297		7	%		1,946,257		41	%
Production-based payout₍₆₎		(2,374,368	)		(2,248,674	)	6	%		(1,686,332	)	41	%
Advisory fees and commissions, net of payout		362,634			312,623		16	%		259,925		40	%
Client cash₍₇₎		408,224			397,001		3	%		373,408		9	%
Other asset-based₍₈₎		303,210			290,962		4	%		248,339		22	%
Service and fee		145,199			139,119		4	%		132,172		10	%
Transaction		67,864			61,535		10	%		57,258		19	%
Interest income, net₍₉₎		27,637			28,481		(3	%)		22,482		23	%
Other revenue₍₁₀₎		2,023			32,705		(94	%)		3,382		(40	%)
Total net advisory fees and commissions and attachment revenue		1,316,791			1,262,426		4	%		1,096,966		20	%
Brokerage, clearing and exchange expense		(44,138	)		(34,789	)	27	%		(30,532	)	45	%
Gross Profit₍₅₎		1,272,653			1,227,637		4	%		1,066,434		19	%
G&A Expense
Core G&A₍₁₁₎		413,069			421,894		(2	%)		363,513		14	%
Regulatory charges		6,887			7,335		(6	%)		7,469		(8	%)
Promotional (ongoing)₍₁₂₎₍₁₃₎		151,932			173,191		(12	%)		132,311		15	%
Acquisition costs excluding interest₍₁₃₎		43,407			37,261		16	%		9,524		n/m
Employee share-based compensation		18,366			26,067		(30	%)		22,633		(19	%)
Total G&A		633,661			665,748		(5	%)		535,450		18	%
Loss on extinguishment of debt		—			3,983		(100	%)		—		—	%
EBITDA₍₁₄₎		638,992			557,906		15	%		530,984		20	%
Depreciation and amortization		92,356			92,032		—	%		67,158		38	%
Amortization of other intangibles		43,521			42,614		2	%		29,552		47	%
Interest expense on borrowings₍₁₅₎		80,725			81,979		(2	%)		60,082		34	%
Acquisition costs – interest₍₁₃₎		5,137			—		100	%		—		100	%
INCOME BEFORE PROVISION FOR INCOME TAXES		417,253			341,281		22	%		374,192		12	%
PROVISION FOR INCOME TAXES		98,680			70,532		40	%		85,428		16	%
NET INCOME	$	318,573		$	270,749		18	%	$	288,764		10	%
Earnings per share, diluted	$	4.24		$	3.59		18	%	$	3.83		11	%
Weighted-average shares outstanding, diluted		75,112			75,337		—	%		75,463		—	%
Adjusted EBITDA₍₁₄₎	$	682,399		$	584,783		17	%	$	540,508		26	%
Adjusted pre-tax income₍₁₆₎	$	509,318		$	410,772		24	%	$	413,268		23	%
Adjusted EPS₍₁₇₎	$	5.15		$	4.25		21	%	$	4.21		22	%

LPL Financial Holdings Inc. Operating Metrics (Dollars in billions, except where noted) (Unaudited)

	Q1 2025			Q4 2024			Change	Q1 2024			Change
Market Drivers
S&P 500 Index (end of period)		5,612			5,882		(5%)		5,254		7%
Russell 2000 Index (end of period)		2,012			2,230		(10%)		2,125		(5%)
Fed Funds daily effective rate (average bps)		433			466		(33bps)		533		(100bps)

Advisory and Brokerage Assets₍₁₈₎
Advisory assets	$	977.4		$	957.0		2%	$	793.0		23%
Brokerage assets		817.5			783.7		4%		647.9		26%
Total Advisory and Brokerage Assets	$	1,794.9		$	1,740.7		3%	$	1,440.9		25%
Advisory as a % of Total Advisory and Brokerage Assets		54.5	%		55.0	%	(50bps)		55.0	%	(50bps)

Assets by Platform
Corporate advisory assets₍₁₉₎	$	699.1		$	678.3		3%	$	537.6		30%
Independent RIA advisory assets₍₁₉₎		278.3			278.7		—%		255.4		9%
Brokerage assets		817.5			783.7		4%		647.9		26%
Total Advisory and Brokerage Assets	$	1,794.9		$	1,740.7		3%	$	1,440.9		25%

Centrally Managed Assets
Centrally managed assets₍₂₀₎	$	164.4		$	160.0		3%	$	121.7		35%
Centrally Managed as a % of Total Advisory Assets		16.8	%		16.7	%	10bps		15.3	%	150bps

LPL Financial Holdings Inc. Operating Metrics (Dollars in billions, except where noted) (Unaudited)

	Q1 2025			Q4 2024			Change	Q1 2024			Change
Organic Net New Assets (NNA)₍₂₁₎
Organic net new advisory assets	$	35.7		$	49.3		n/m	$	16.2		n/m
Organic net new brokerage assets		35.2			18.8		n/m		0.5		n/m
Total Organic Net New Assets	$	70.9		$	68.0		n/m	$	16.7		n/m

Acquired Net New Assets₍₂₁₎
Acquired net new advisory assets	$	1.9		$	21.8		n/m	$	—		n/m
Acquired net new brokerage assets		6.0			67.5		n/m		—		n/m
Total Acquired Net New Assets	$	7.9		$	89.3		n/m	$	—		n/m

Total Net New Assets₍₂₁₎
Net new advisory assets	$	37.6		$	71.1		n/m	$	16.2		n/m
Net new brokerage assets		41.2			86.2		n/m		0.5		n/m
Total Net New Assets	$	78.8		$	157.3		n/m	$	16.7		n/m

Net brokerage to advisory conversions₍₂₂₎	$	5.9		$	4.8		n/m	$	3.6		n/m
Organic advisory NNA annualized growth₍₂₃₎		14.9	%		22.1	%	n/m		8.8	%	n/m
Total organic NNA annualized growth₍₂₃₎		16.3	%		17.1	%	n/m		4.9	%	n/m

Net New Advisory Assets₍₂₁₎
Corporate RIA net new advisory assets	$	31.7		$	64.5		n/m	$	13.9		n/m
Independent RIA net new advisory assets		5.9			6.6		n/m		2.3		n/m
Total Net New Advisory Assets	$	37.6		$	71.1		n/m	$	16.2		n/m
Centrally managed net new advisory assets₍₂₁₎	$	6.5		$	24.9		n/m	$	3.6		n/m

Net buy (sell) activity₍₂₄₎	$	42.0		$	38.3		n/m	$	37.8		n/m

_{Note: Totals may not foot due to rounding.}

LPL Financial Holdings Inc. Client Cash Data (Dollars in thousands, except where noted) (Unaudited)

	Q1 2025			Q4 2024			Change	Q1 2024			Change
Client Cash Balances (in billions)₍₂₅₎
Insured cash account sweep	$	36.1		$	38.3		(6%)	$	32.6		11%
Deposit cash account sweep		10.7			10.7		—%		9.2		16%
Total Bank Sweep		46.8			49.0		(4%)		41.8		12%
Money market sweep		4.3			4.3		—%		2.4		79%
Total Client Cash Sweep Held by Third Parties		51.1			53.3		(4%)		44.2		16%
Client cash account (CCA)		1.9			1.8		6%		2.1		(10%)
Total Client Cash Balances	$	53.1		$	55.1		(4%)	$	46.3		15%
Client Cash Balances as a % of Total Assets		3.0	%		3.2	%	(20bps)		3.2	%	(20bps)

_{Note: Totals may not foot due to rounding.}

	Three Months Ended
	March 31, 2025					December 31, 2024					March 31, 2024
Interest-Earnings Assets	Average Balance (in billions)		Revenue		Net Yield (bps)₍₂₆₎	Average Balance (in billions)		Revenue		Net Yield (bps)₍₂₆₎	Average Balance (in billions)		Revenue		Net Yield (bps)₍₂₆₎
Insured cash account sweep	$	36.0	$	299,618	337	$	34.8	$	292,661	335	$	33.2	$	266,792	323
Deposit cash account sweep		10.2		89,728	356		9.8		83,879	340		8.9		83,978	378
Total Bank Sweep		46.2		389,346	341		44.6		376,540	336		42.1		350,770	335
Money market sweep		4.1		2,685	26		3.3		2,277	28		2.3		1,612	28
Total Client Cash Held By Third Parties		50.4		392,031	316		47.9		378,817	315		44.4		352,382	319
Client cash account (CCA)		1.8		16,193	368		1.8		18,184	407		1.8		21,026	467
Total Client Cash		52.2		408,224	317		49.7		397,001	318		46.2		373,408	325
Margin receivables		0.6		11,444	789		0.6		11,506	829		0.5		10,249	890
Other interest revenue		1.3		16,193	512		1.3		16,975	524		0.9		12,233	535
Total Client Cash and Interest Income, Net	$	54.0	$	435,861	327	$	51.6	$	425,482	329	$	47.6	$	395,890	334

_{Note: Totals may not foot due to rounding.}

LPL Financial Holdings Inc. Monthly Metrics (Dollars in billions, except where noted) (Unaudited)

	March 2025		February 2025		Change	January 2025		December 2024
Advisory and Brokerage Assets₍₁₈₎
Advisory assets	$	977.4	$	995.0	(2%)	$	992.4	$	957.0
Brokerage assets		817.5		828.2	(1%)		819.4		783.7
Total Advisory and Brokerage Assets	$	1,794.9	$	1,823.1	(2%)	$	1,811.8	$	1,740.7

Organic Net New Assets (NNA)₍₂₁₎
Organic net new advisory assets	$	12.7	$	9.6	n/m	$	13.4	$	12.5
Organic net new brokerage assets		0.5		14.1	n/m		20.5		12.9
Total Organic Net New Assets	$	13.1	$	23.8	n/m	$	34.0	$	25.5

Acquired Net New Assets₍₂₁₎
Acquired net new advisory assets	$	1.8	$	—	n/m	$	0.1	$	—
Acquired net new brokerage assets		5.3		0.7	n/m		—	$	0.2
Total Acquired Net New Assets	$	7.1	$	0.7	n/m	$	0.1	$	0.3

Total Net New Assets₍₂₁₎
Net new advisory assets	$	14.5	$	9.6	n/m	$	13.5	$	12.6
Net new brokerage assets		5.8		14.8	n/m		20.6		13.2
Total Net New Assets	$	20.2	$	24.5	n/m	$	34.1	$	25.8
Net brokerage to advisory conversions₍₂₂₎	$	1.9	$	1.9	n/m	$	2.1	$	2.0

Client Cash Balances₍₂₅₎
Insured cash account sweep	$	36.1	$	35.6	1%	$	36.2	$	38.3
Deposit cash account sweep		10.7		10.2	5%		10.0		10.7
Total Bank Sweep		46.8		45.8	2%		46.3		49.0
Money market sweep		4.3		4.0	8%		4.1		4.3
Total Client Cash Sweep Held by Third Parties		51.1		49.8	3%		50.4		53.3
Client cash account (CCA)		1.9		1.5	27%		1.8		1.8
Total Client Cash Balances	$	53.1	$	51.3	4%	$	52.2	$	55.1

Net buy (sell) activity₍₂₄₎	$	13.2	$	14.3	n/m	$	14.5	$	13.5

Market Drivers
S&P 500 Index (end of period)		5,612		5,955	(6%)		6,041		5,882
Russell 2000 Index (end of period)		2,012		2,163	(7%)		2,288		2,230
Fed Funds effective rate (average bps)		433		433	—bps		433		448

_{Note: Totals may not foot due to rounding.}

LPL Financial Holdings Inc. Financial Measures (Dollars in thousands, except where noted) (Unaudited)

	Q1 2025			Q4 2024			Change	Q1 2024			Change
Commission Revenue by Product
Annuities	$	615,594		$	561,918		10%	$	436,473		41%
Mutual funds		233,895			232,529		1%		186,540		25%
Fixed income		61,553			59,332		4%		48,641		27%
Equities		49,074			45,829		7%		35,451		38%
Other		87,641			65,855		33%		39,341		123%
Total commission revenue	$	1,047,757		$	965,463		9%	$	746,446		40%

Commission Revenue by Sales-based and Trailing
Sales-based commissions
Annuities	$	365,767		$	314,591		16%	$	229,077		60%
Mutual funds		55,607			52,908		5%		43,496		28%
Fixed income		61,553			59,332		4%		48,641		27%
Equities		49,074			45,829		7%		35,451		38%
Other		78,037			53,135		47%		28,570		173%
Total sales-based commissions	$	610,038		$	525,795		16%	$	385,235		58%
Trailing commissions
Annuities	$	249,827		$	247,327		1%	$	207,396		20%
Mutual funds		178,288			179,621		(1%)		143,044		25%
Other		9,604			12,720		(24%)		10,771		(11%)
Total trailing commissions	$	437,719		$	439,668		—%	$	361,211		21%
Total commission revenue	$	1,047,757		$	965,463		9%	$	746,446		40%

Payout Rate₍₆₎		86.75	%		87.79	%	(104bps)		86.64	%	11bps

LPL Financial Holdings Inc. Capital Management Measures (Dollars in thousands, except where noted) (Unaudited)

	Q1 2025			Q4 2024
Cash and equivalents	$	1,229,181		$	967,079
Cash at regulated subsidiaries		(1,085,459	)		(884,779	)
Excess cash at regulated subsidiaries per the Credit Agreement		476,908			397,138
Corporate Cash₍₂₎	$	620,630		$	479,438

Corporate Cash₍₂₎
Cash at LPL Holdings, Inc.	$	104,080		$	39,782
Excess cash at regulated subsidiaries per the Credit Agreement		476,908			397,138
Cash at non-regulated subsidiaries		39,642			42,518
Corporate Cash	$	620,630		$	479,438

Leverage Ratio
Total debt	$	5,720,000		$	5,517,000
Total corporate cash		620,630			479,438
Credit Agreement Net Debt	$	5,099,370		$	5,037,562
Credit Agreement EBITDA (trailing twelve months)₍₂₇₎	$	2,797,285		$	2,665,033
Leverage Ratio	1.82x			1.89x

	March 31, 2025
Total Debt	Balance		Current Applicable Margin	Interest Rate		Maturity
Revolving Credit Facility_(a)	$	—	ABR+37.5 bps / SOFR+147.5 bps	5.794	%	5/20/2029
Broker-Dealer Revolving Credit Facility		—	SOFR+135 bps	5.760	%	5/19/2025
Senior Unsecured Term Loan A		1,020,000	SOFR+147.5 bps_(b)	5.798	%	12/5/2026
Senior Unsecured Notes		500,000	5.700% Fixed	5.700	%	5/20/2027
Senior Unsecured Notes		400,000	4.625% Fixed	4.625	%	11/15/2027
Senior Unsecured Notes		750,000	6.750% Fixed	6.750	%	11/17/2028
Senior Unsecured Notes		900,000	4.000% Fixed	4.000	%	3/15/2029
Senior Unsecured Notes		750,000	5.200% Fixed	5.200	%	3/15/2030
Senior Unsecured Notes		400,000	4.375% Fixed	4.375	%	5/15/2031
Senior Unsecured Notes		500,000	6.000% Fixed	6.000	%	5/20/2034
Senior Unsecured Notes		500,000	5.650% Fixed	5.650	%	3/15/2035
Total / Weighted Average	$	5,720,000		5.376	%

_{(a) Unsecured borrowing capacity of $2.25 billion at LPL Holdings, Inc.}
_{(b) The SOFR rate option is a one-month SOFR rate and subject to an interest rate floor of 0 bps.}

LPL Financial Holdings Inc. Key Business and Financial Metrics (Dollars in thousands, except where noted) (Unaudited)

	Q1 2025			Q4 2024			Change	Q1 2024			Change
Business Metrics
Advisors		29,493			28,888		2%		22,884		29%
Net new advisors		605			5,202		(88%)		224		170%
Annualized advisory fees and commissions per advisor₍₂₈₎	$	375		$	390		(4%)	$	342		10%
Average total assets per advisor ($ in millions)₍₂₉₎	$	60.9		$	60.3		1%	$	63.0		(3%)
Transition assistance loan amortization ($ in millions)₍₃₀₎	$	81.8		$	76.3		7%	$	58.3		40%
Total client accounts (in millions)		10.4			10.0		4%		8.4		24%
Recruited AUM ($ in billions)		38.6			78.7		(51%)		20.2		91%

Employees₍₃₁₎		9,118			9,051		1%		8,252		10%

AUM retention rate (quarterly annualized)₍₃₂₎		98.2	%		97.3	%	90bps		97.4	%	80bps

Capital Management
Capital expenditures ($ in millions)₍₃₃₎	$	119.5		$	165.5		(28%)	$	121.0		(1%)
Acquisitions, net ($ in millions)₍₃₄₎	$	95.1		$	847.9		(89%)	$	10.2		n/m

Share repurchases ($ in millions)	$	100.0		$	100.0		—%	$	70.0		43%
Dividends ($ in millions)		22.4			22.5		—%		22.4		—%
Total Capital Returned ($ in millions)	$	122.4		$	122.5		—%	$	92.4		32%

Non-GAAP Financial Measures

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

Adjusted EPS and Adjusted net income

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

Gross profit

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

Core G&A

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

EBITDA and Adjusted EBITDA

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

Adjusted pre-tax income

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

Credit Agreement EBITDA

Credit Agreement EBITDA is defined in, and calculated by management in accordance with, the Company’s amended and restated credit agreement (“Credit Agreement”) as “Consolidated EBITDA,” which is Consolidated Net Income (as defined in the Credit Agreement) plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles, and is further adjusted to exclude certain non-cash charges and other adjustments, and to include future expected cost savings, operating expense reductions or other synergies from certain transactions. The Company presents Credit Agreement EBITDA because management believes that it can be a useful financial metric in understanding the Company’s debt capacity and covenant compliance under its Credit Agreement. Credit Agreement EBITDA is not a measure of the Company’s financial performance under GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP. For a reconciliation of net income to Credit Agreement EBITDA, please see the endnote disclosures in this release.

Endnote Disclosures

(1)	Represents the estimated total advisory and brokerage assets expected to transition to the Company’s primary broker-dealer subsidiary, LPL Financial, in connection with advisors who transferred their licenses to LPL Financial during the period. The estimate is based on prior business reported by the advisors, which has not been independently and fully verified by LPL Financial. The actual transition of assets to LPL Financial generally occurs over several quarters and the actual amount transitioned may vary from the estimate.
(2)	Corporate cash, a component of cash and equivalents, is the sum of cash and equivalents from the following: (1) cash and equivalents held at LPL Holdings, Inc., (2) cash and equivalents held at regulated subsidiaries as defined by the Company’s Credit Agreement, which include LPL Financial, LPL Enterprise, LLC, The Private Trust Company, N.A. and certain of Atria’s introducing broker-dealer subsidiaries, in excess of the capital requirements of the Company’s Credit Agreement and (3) cash and equivalents held at non-regulated subsidiaries.
(3)	Compliance with the Leverage Ratio is only required under the Company’s revolving credit facility.
(4)	The Company was named a Top RIA custodian (Cerulli Associates, 2024 U.S. RIA Marketplace Report); No. 1 Independent Broker-Dealer in the U.S. (based on total revenues, Financial Planning magazine 1996-2022); and, among third-party providers of brokerage services to banks and credit unions, No. 1 in AUM Growth from Financial Institutions; No. 1 in Market Share of AUM from Financial Institutions; No. 1 in Market Share of Revenue from Financial Institutions; No. 1 on Financial Institution Market Share; No. 1 on Share of Advisors (2021-2022 Kehrer Bielan Research and Consulting Annual TPM Report). Fortune 500 as of June 2021.
(5)	Gross profit is a non-GAAP financial measure. Please see a description of gross profit under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a calculation of gross profit for the periods presented (in thousands):

	Q1 2025			Q4 2024			Q1 2024
Total revenue_(a)	$	3,670,007		$	3,512,351		$	2,832,593
Advisory and commission expense		2,353,925			2,250,427			1,733,487
Brokerage, clearing and exchange expense		44,138			34,789			30,532
Employee deferred compensation		(709	)		(502	)		2,140
Gross profit_(a)	$	1,272,653		$	1,227,637		$	1,066,434

	(a)	The departure of the Company’s former Chief Executive Officer resulted in other income of $26.4 million during the three months ended December 31, 2024 related to the clawback of share-based compensation awards.

(6)

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

	Q1 2025			Q4 2024			Q1 2024
Advisory and commission expense	$	2,353,925		$	2,250,427		$	1,733,487
Plus (Less): Advisor deferred compensation		20,443			(1,753	)		(47,155	)
Production-based payout	$	2,374,368		$	2,248,674		$	1,686,332

Advisory and commission revenue	$	2,737,002		$	2,561,297		$	1,946,257

Payout rate		86.75	%		87.79	%		86.64	%

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


	Q1 2025			Q4 2024			Q1 2024
Client cash on Management’s Statement of Operations	$	408,224		$	397,001		$	373,408
Interest income on CCA balances segregated under federal or other regulations₍₉₎		(16,193	)		(18,185	)		(21,026	)
Client cash on Condensed Consolidated Statements of Income	$	392,031		$	378,816		$	352,382

(8)	Consists of revenue from the Company’s sponsorship programs with financial product manufacturers, omnibus processing and networking services but does not include fees from client cash programs.
(9)	Below is a reconciliation of interest income, net per Management’s Statements of Operations to interest income, net on the Company’s condensed consolidated statements of income for the periods presented (in thousands):

	Q1 2025		Q4 2024		Q1 2024
Interest income, net on Management’s Statement of Operations	$	27,637	$	28,481	$	22,482
Interest income on CCA balances segregated under federal or other regulations₍₇₎		16,193		18,185		21,026
Interest income on deferred compensation		21		14		17
Interest income, net on Condensed Consolidated Statements of Income	$	43,851	$	46,680	$	43,525

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

	Q1 2025			Q4 2024			Q1 2024
Other revenue on Management’s Statement of Operations_(a)	$	2,023		$	32,705		$	3.382
Interest income on deferred compensation		(21	)		(14	)		(17	)
Deferred compensation		(21,152	)		1,251			49,295
Other revenue on Condensed Consolidated Statements of Income	$	(19,150	)	$	33,942		$	52,660

	(a)	The departure of the Company’s former Chief Executive Officer resulted in other income of $26.4 million during the three months ended December 31, 2024 related to the clawback of share-based compensation awards.

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

	Q1 2025			Q4 2024			Q1 2024
Core G&A Reconciliation
Total expense	$	3,252,754		$	3,171,070		$	2,458,401
Advisory and commission		(2,353,925	)		(2,250,427	)		(1,733,487	)
Depreciation and amortization		(92,356	)		(92,032	)		(67,158	)
Interest expense on borrowings₍₁₅₎		(85,862	)		(81,979	)		(60,082	)
Brokerage, clearing and exchange		(44,138	)		(34,789	)		(30,532	)
Amortization of other intangibles		(43,521	)		(42,614	)		(29,552	)
Employee deferred compensation		709			502			(2,140	)
Loss on extinguishment of debt		—			(3,983	)		(—	)
Total G&A		633,661			665,748			535,450
Promotional (ongoing)₍₁₂₎₍₁₃₎		(151,932	)		(173,191	)		(132,311	)
Acquisition costs excluding interest₍₁₃₎		(43,407	)		(37,261	)		(9,524	)
Employee share-based compensation		(18,366	)		(26,067	)		(22,633	)
Regulatory charges		(6,887	)		(7,335	)		(7,469	)
Core G&A	$	413,069		$	421,894		$	363,513

(12)	Promotional (ongoing) includes $14.8 million, $13.4 million and $8.0 million for the three months ended March 31, 2025, December 31, 2024 and March 31, 2024, respectively, of support costs related to full-time employees that are classified within Compensation and benefits expense in the condensed consolidated statements of income and excludes costs that have been incurred as part of acquisitions that have been classified within acquisition costs.
(13)	Acquisition costs include the costs to setup, onboard and integrate acquired entities and other costs that were incurred as a result of the acquisitions. The below table summarizes the primary components of acquisition costs for the periods presented (in thousands):

	Q1 2025		Q4 2024		Q1 2024
Acquisition costs
Fair value mark on contingent consideration₍₃₅₎	$	6,594	$	11,249	$	—
Compensation and benefits		17,417		15,950		3,850
Professional services		6,145		7,357		3,246
Promotional₍₁₂₎		8,538		2,235		2,268
Interest₍₁₅₎		5,137		—		—
Other		4,713		470		160
Acquisition costs	$	48,544	$	37,261	$	9,524

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

	Q1 2025		Q4 2024			Q1 2024
EBITDA and adjusted EBITDA Reconciliation
Net income	$	318,573	$	270,749		$	288,764
Interest expense on borrowings₍₁₅₎		85,862		81,979			60,082
Provision for income taxes		98,680		70,532			85,428
Depreciation and amortization		92,356		92,032			67,158
Amortization of other intangibles		43,521		42,614			29,552
EBITDA	$	638,992	$	557,906		$	530,984
Acquisition costs excluding interest₍₁₃₎		43,407		37,261			9,524
Departure of former Chief Executive Officer_(a)		—		(14,367	)		—
Loss on extinguishment of debt		—		3,983			—
Adjusted EBITDA	$	682,399	$	584,783		$	540,508

	(a)	The departure of the Company’s former Chief Executive Officer resulted in other income of $26.4 million during the three months ended December 31, 2024 related to the clawback of share-based compensation awards which was offset by share-based compensation expense of $12.0 million related to the modification of certain stock options that were retained as per the settlement agreement that the Company reached with the former Chief Executive Officer.

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

	Q1 2025		Q4 2024		Q1 2024
Interest expense on borrowings on Management’s Statement of Operations	$	80,725	$	81,979	$	60,082
Cost of debt issuance related to Commonwealth acquisition₍₁₃₎		5,137		—		—
Interest expense on borrowings on Condensed Consolidated Statements of Income	$	85,862	$	81,979	$	60,082

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

	Q1 2025		Q4 2024			Q1 2024
Income before provision for income taxes	$	417,253	$	341,281		$	374,192
Amortization of other intangibles		43,521		42,614			29,552
Acquisition costs₍₁₃₎		48,544		37,261			9,524
Departure of former Chief Executive Officer_(a)		—		(14,367	)		—
Loss on extinguishment of debt		—		3,983			—
Adjusted pre-tax income	$	509,318	$	410,772		$	413,268

	(a)	The departure of the Company’s former Chief Executive Officer resulted in other income of $26.4 million during the three months ended December 31, 2024 related to the clawback of share-based compensation awards which was offset by share-based compensation expense of $12.0 million related to the modification of certain stock options that were retained as per the settlement agreement that the Company reached with the former Chief Executive Officer.

(17)

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

	Q1 2025						Q4 2024						Q1 2024
	Amount			Per Share			Amount			Per Share			Amount			Per Share
Net income / earnings per diluted share	$	318,573		$	4.24		$	270,749		$	3.59		$	288,764		$	3.83
Amortization of other intangibles		43,521			0.58			42,614			0.57			29,552			0.39
Acquisition costs₍₁₃₎		48,544			0.65			37,261			0.49			9,524			0.13
Departure of former Chief Executive Officer_(a)		—			—			(14,367	)		(0.19	)		—			—
Loss on extinguishment of debt		—			—			3,983			0.05			—			—
Tax benefit		(23,937	)		(0.32	)		(19,978	)		(0.27	)		(10,340	)		(0.14	)
Adjusted net income / adjusted EPS	$	386,701		$	5.15		$	320,262		$	4.25		$	317,500		$	4.21
Diluted share count		75,112						75,337						75,463
Note: Totals may not foot due to rounding.

	(a)	The departure of the Company’s former Chief Executive Officer resulted in other income of $26.4 million during the three months ended December 31, 2024 related to the clawback of share-based compensation awards which was offset by share-based compensation expense of $12.0 million related to the modification of certain stock options that were retained as per the settlement agreement that the Company reached with the former Chief Executive Officer.

(18)	Consists of total advisory and brokerage assets under custody at the Company’s primary broker-dealer subsidiary, LPL Financial, as well as assets under custody of a third-party custodian related to Atria’s seven introducing broker-dealer subsidiaries.
(19)	Assets on the Company’s corporate advisory platform are serviced by investment advisor representatives of LPL Financial. Assets on the Company’s independent RIA advisory platform are serviced by investment advisor representatives of separate registered investment advisor firms rather than representatives of LPL Financial.
(20)	Consists of advisory assets in LPL Financial’s Model Wealth Portfolios, Optimum Market Portfolios, Personal Wealth Portfolios and Guided Wealth Portfolios platforms.
(21)	Consists of total client deposits into advisory or brokerage accounts less total client withdrawals from advisory or brokerage accounts, plus dividends, plus interest, minus advisory fees. The Company considers conversions from and to brokerage or advisory accounts as deposits and withdrawals, respectively.
(22)	Consists of existing custodied assets that converted from brokerage to advisory, less existing custodied assets that converted from advisory to brokerage.
(23)	Calculated as annualized current period organic net new assets divided by preceding period assets in their respective categories of advisory assets or total advisory and brokerage assets.
(24)	Represents the amount of securities purchased less the amount of securities sold in client accounts custodied with LPL Financial.
(25)	Client cash balances include CCA and exclude purchased money market funds. CCA balances include cash that clients have deposited with LPL Financial that is included in Client payables in the condensed consolidated balance sheets. The following table presents purchased money market funds for the periods presented (in billions):

		Q1 2025		Q4 2024		Q1 2024
	Purchased money market funds	$	44.7	$	41.0	$	32.6

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

	Q1 2025		Q4 2024
EBITDA and Credit Agreement EBITDA Reconciliations
Net income	$	1,088,425	$	1,058,616
Interest expense on borrowings		299,961		274,181
Provision for income taxes		347,528		334,276
Depreciation and amortization		333,725		308,527
Amortization of other intangibles		149,203		135,234
EBITDA	$	2,218,842	$	2,110,834
Credit Agreement Adjustments:
Acquisition costs and other₍₁₃₎₍₃₆₎	$	249,870	$	223,614
Employee share-based compensation		84,690		88,957
M&A accretion₍₃₇₎		237,160		235,048
Advisor share-based compensation		2,740		2,597
Loss on extinguishment of debt		3,983		3,983
Credit Agreement EBITDA	$	2,797,285	$	2,665,033

(28)	Calculated based on the average advisor count from the current period and prior periods.
(29)	Calculated based on the end of period total advisory and brokerage assets divided by end of period advisor count.
(30)	Represents amortization expense on forgivable loans for transition assistance to advisors and institutions.
(31)	During the first quarter of 2025, the Company updated its reporting of employees to include all full-time employees, including those reflected in Core G&A, promotional (ongoing) and advisory and commission expense. Prior period disclosures have been updated to reflect this change as applicable.
(32)	Reflects retention of total advisory and brokerage assets, calculated by deducting quarterly annualized attrition from total advisory and brokerage assets, divided by the prior quarter total advisory and brokerage assets.
(33)	Capital expenditures represent cash payments for property and equipment during the period.
(34)	Acquisitions, net represent cash paid for acquisitions, net of cash acquired during the period. Acquisitions, net for the three months ended March 31, 2025 excludes $70.2 million related to The Investment Center, which was prefunded on October 1, 2024 in conjunction with the close of the Atria acquisition, as well as cash inflows associated with working capital and other post-closing adjustments.
(35)	Represents a fair value adjustment to our contingent consideration liabilities that is reflected in other expense in the condensed consolidated statements of income.
(36)	Acquisition costs and other primarily include acquisition costs related to Atria, costs incurred related to the integration of the strategic relationship with Prudential, a $26.4 million reduction related to the departure of the Company’s former Chief Executive Officer and related clawback of share-based compensation awards, and an $18.0 million regulatory charge recognized during the three months ended September 30, 2024 reflecting the amount of a penalty proposed by the SEC as part of its civil investigation of the Company’s compliance with certain elements of the Company’s AML compliance program.
(37)	M&A accretion is an adjustment to reflect the annualized expected run rate EBITDA of an acquisition as permitted by the Credit Agreement for up to eight fiscal quarters following the close of such acquisition.

The MIL Network –

May 9, 2025

MIL-OSI: American Coastal Insurance Corporation Reports Financial Results for its First Quarter Ended March 31, 2025

Source: GlobeNewswire (MIL-OSI)

Company to Host Quarterly Conference Call at 5:00 P.M. ET on May 8, 2025

The information in this press release should be read in conjunction with an earnings presentation that is available on the Company’s website at investors.amcoastal.com/Presentations.

ST. PETERSBURG, Fla., May 08, 2025 (GLOBE NEWSWIRE) — American Coastal Insurance Corporation (Nasdaq: ACIC) (“ACIC” or the “Company”), a property and casualty insurance holding company, today reported its financial results for the first quarter ended March 31, 2025.


($ in thousands, except for per share data)	Three Months Ended
($ in thousands, except for per share data)	March 31,
		2025			2024		Change
Gross premiums written	$	197,852		$	184,601		7.2		%
Gross premiums earned		162,101			160,270		1.1
Net premiums earned		68,272			62,631		9.0
Total revenue		72,202			66,598		8.4
Income from continuing operations, net of tax		19,711			23,709		(16.9	)
Income (loss) from discontinued operations, net of tax		1,637			(110	)	NM
Consolidated net income	$	21,348		$	23,599		(9.5	)

Net income available to ACIC stockholders per diluted share
Continuing Operations	$	0.40		$	0.48		(16.7	)	%
Discontinued Operations		0.03			—		100.0		%
Total	$	0.43		$	0.48		(10.4	)	%

Reconciliation of net income to core income:
Plus: Non-cash amortization of intangible assets	$	609		$	812		(25.0	)	%
Less: Income (loss) from discontinued operations, net of tax		1,637			(110	)	NM
Less: Net realized gains on investment portfolio		1,382			—		100.0		%
Less: Unrealized losses on equity securities		(1,963	)		(50	)	NM
Less: Net tax impact⁽¹⁾		250			181		38.1
Core income⁽²⁾		20,651			24,390		(15.3	)
Core income per diluted share⁽²⁾	$	0.42		$	0.50		(16.0	)	%

Book value per share	$	5.40		$	4.27		26.5		%

NM = Not Meaningful
⁽¹⁾ In order to reconcile net income to the core income measures, the Company included the tax impact of all adjustments using the 21% federal corporate tax rate.
⁽²⁾ Core income and core income per diluted share, both of which are measures that are not based on generally accepted accounting principles (“GAAP”), are reconciled above to net income and net income per diluted share, respectively, the most directly comparable GAAP measures. Additional information regarding non-GAAP financial measures presented in this press release can be found in the “Definitions of Non-GAAP Measures” section below.

Comments from Chief Executive Officer, B. Bradford Martz:

“We achieved our target combined ratio of 65% and delivered a return on equity over 30% in the first quarter of 2025. Strong account retention and selective new business production combined with our strategy to retain more of our business resulted in net premiums earned increasing 9% and net loss and loss adjustment expenses decreasing slightly compared to the same period last year. The Company remains focused on disciplined underwriting to support sustainable profitability and value creation for our shareholders throughout the cycle.”

Return on Equity and Core Return on Equity

The calculations of the Company’s return on equity and core return on equity are shown below.


($ in thousands)	Three Months Ended
($ in thousands)	March 31,
		2025			2024
Income from continuing operations, net of tax	$	19,711		$	23,709
Return on equity based on GAAP income from continuing operations, net of tax⁽¹⁾		32.7	%		68.0	%

Income (loss) from discontinued operations, net of tax	$	1,637		$	(110	)
Return on equity based on GAAP income (loss) from discontinued operations, net of tax⁽¹⁾		2.7	%	(0.3		)%

Consolidated net income	$	21,348		$	23,599
Return on equity based on GAAP net income⁽¹⁾		35.4	%		67.7	%

Core income	$	20,651		$	24,390
Core return on equity⁽¹⁾⁽²⁾		34.2	%		70.0	%

⁽¹⁾ Return on equity for the three months ended March 31, 2025 and 2024 is calculated on an annualized basis by dividing the net income or core income for the period by the average stockholders’ equity for the trailing twelve months.
⁽²⁾ Core return on equity, a measure that is not based on GAAP, is calculated based on core income, which is reconciled on the first page of this press release to net income, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this press release can be found in the “Definitions of Non-GAAP Measures” section below.

Combined Ratio and Underlying Ratio

The calculations of the Company’s combined ratio and underlying combined ratio are shown below.


($ in thousands)	Three Months Ended
($ in thousands)	March 31,
	2025		2024		Change
Consolidated
Loss ratio, net⁽¹⁾	16.7	%	19.9	%	(3.2	)	pts
Expense ratio, net⁽²⁾	48.3	%	33.3	%	15.0		pts
Combined ratio (CR)⁽³⁾	65.0	%	53.2	%	11.8		pts
Effect of current year catastrophe losses on CR	—	%	0.3	%	(0.3	)	pts
Effect of prior year (favorable) unfavorable development on CR	(3.2	)%	—	%	(3.2	)	pts
Underlying combined ratio⁽⁴⁾	68.2	%	52.9	%	15.3		pts

⁽¹⁾ Loss ratio, net is calculated as losses and loss adjustment expenses (“LAE”), net of losses ceded to reinsurers, relative to net premiums earned.
⁽²⁾ Expense ratio, net is calculated as the sum of all operating expenses, less interest expense relative to net premiums earned.
⁽³⁾ Combined ratio is the sum of the loss ratio, net and expense ratio, net.
⁽⁴⁾ Underlying combined ratio, a measure that is not based on GAAP, is reconciled above to the combined ratio, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this press release can be found in the “Definitions of Non-GAAP Measures” section below.

Combined Ratio Analysis

The calculations of the Company’s loss ratios and underlying loss ratios are shown below.


($ in thousands)	Three Months Ended
	March 31,
		2025			2024		Change
Loss and LAE	$	11,389		$	12,474		$	(1,085	)
% of Gross earned premiums		7.0	%		7.8	%		(0.8	)	pts
% of Net earned premiums		16.7	%		19.9	%		(3.2	)	pts
Less:
Current year catastrophe losses	$	—		$	211		$	(211	)
Prior year reserve (favorable) unfavorable development		(2,194	)		24			(2,218	)
Underlying loss and LAE⁽¹⁾	$	13,583		$	12,239		$	1,344
% of Gross earned premiums		8.4	%		7.6	%		0.8		pts
% of Net earned premiums		19.9	%		19.6	%		0.3		pts

⁽¹⁾ Underlying loss and LAE is a non-GAAP financial measure and is reconciled above to loss and LAE, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this press release can be found in the “Definitions of Non-GAAP Measures” section, below.

The calculations of the Company’s expense ratios are shown below.


($ in thousands)	Three Months Ended
	March 31,
		2025			2024		Change
Policy acquisition costs	$	23,466		$	9,595		$	13,871
General and administrative		9,506			11,252			(1,746	)
Total Operating Expenses	$	32,972		$	20,847		$	12,125
% of Gross earned premiums		20.3	%		13.0	%		7.3	pts
% of Net earned premiums		48.3	%		33.3	%		15.0	pts

Quarter to Date Financial Results

Net income attributable to the Company for the quarter ended March 31, 2025 was $21.3 million, or $0.43 per diluted share, compared to net income of $23.6 million, or $0.48 per diluted share, for the quarter ended March 31, 2024. Drivers of net income during the first quarter of 2025 included increased gross premiums earned and decreased ceded premiums earned, driving an overall increase in revenues. This increase in revenue was offset by increased policy acquisition costs quarter-over-quarter, partially offset by decreased losses and LAE incurred and general and administrative expenses. During the first quarter of 2025, the Company’s net income attributable to discontinued operations was $1.6 million, compared to a net loss of $110 thousand attributable to discontinued operations during the first quarter of 2024.

The Company’s total gross written premium increased by $13.3 million, or 7.2%, to $197.9 million for the quarter ended March 31, 2025, from $184.6 million for the quarter ended March 31, 2024. The breakdown of the quarter-over-quarter changes in both direct written and assumed premiums are shown in the table below.


($ in thousands)	Three Months Ended March 31,
	2025			2024		Change $			Change %
Direct Written and Assumed Premium
Direct premium	$	197,902		$	184,601	$	13,301		7.2	%
Assumed premium⁽¹⁾		(50	)		—		(50	)	100.0
Total commercial property gross written premium	$	197,852		$	184,601	$	13,251		7.2	%

⁽¹⁾ Assumed premium written for 2025 primarily included commercial property business assumed from unaffiliated insurers subsequently cancelled.

Loss and LAE decreased by $1.1 million, or 8.8%, to $11.4 million for the quarter ended March 31, 2025, from $12.5 million for the quarter ended March 31, 2024. Loss and LAE expense as a percentage of net earned premiums decreased 3.2 points to 16.7% for the quarter ended March 31, 2025, compared to 19.9% for the quarter ended March 31, 2024. Excluding catastrophe losses and reserve development, the Company’s gross underlying loss and LAE ratio for the quarter ended March 31, 2025, would have been 8.4%, an increase of 0.8 points from 7.6% for the quarter ended March 31, 2024.

Policy acquisition costs increased by $13.9 million, or 144.8%, to $23.5 million for the quarter ended March 31, 2025, from $9.6 million for the quarter ended March 31, 2024, primarily due to a decrease in ceding commission income as the result of the Company’s decrease in quota share reinsurance coverage from 40% to 20%, effective June 1, 2024. External management fees also increased as a result of a one percent increase in the management fee agreed to in our contract renewal with AmRisc in 2024 and the increase in direct written premiums shown above.

General and administrative expenses decreased by $1.8 million, or 15.9%, to $9.5 million for the quarter ended March 31, 2025, from $11.3 million for the quarter ended March 31, 2024, driven by a non-recurring employee retention tax credit refund submitted to the Internal Revenue Service in 2022 and received during the first quarter of 2025. This non-recurring refund was previously disclosed in our Annual Report on Form 10-K, filed on March 10, 2025 as a gain contingency. In addition, external spending for audit, actuarial and legal services decreased quarter-over-quarter.

Reinsurance Costs as a Percentage of Gross Earned Premium

Reinsurance costs as a percentage of gross earned premium in the first quarter of 2025 and 2024 were as follows:


	2025		2024
Non-at-Risk	(0.3)	%	(0.2)	%
Quota Share	(16.2)	%	(31.5)	%
All Other	(41.4)	%	(29.3)	%
Total Ceding Ratio	(57.9)	%	(61.0)	%

Ceded premiums earned related to the Company’s catastrophe excess of loss contracts increased year-over-year, driven by a decrease in quota share reinsurance coverage from 40% to 20% effective June 1, 2024, which then required additional excess-of-loss coverage to be purchased by the Company. This decrease in quota share reinsurance coverage lowered the Company’s overall ceding ratio, as replacement excess of loss coverage was more cost effective than the 20% quota share contract that was not renewed.

Investment Portfolio Highlights

The Company’s cash, restricted cash and investment holdings increased from $540.8 million at December 31, 2024, to $568.8 million at March 31, 2025. This increase was driven by positive cash flows from operations. The Company’s cash and investment holdings consist of investments in U.S. government and agency securities, corporate debt and investment grade money market instruments. Fixed maturities represented approximately 84.3% of total investments at March 31, 2025, compared to 82.3% of total investments at December 31, 2024. The Company’s fixed maturity investments had a modified duration of 2.0 years at March 31, 2025, compared to 2.2 years at December 31, 2024.

Book Value Analysis

Book value per common share increased 10.4% from $4.89 at December 31, 2024, to $5.40 at March 31, 2025. Underlying book value per common share increased 8.8% from $5.21 at December 31, 2024, to $5.67 at March 31, 2025. An increase in the Company’s retained earnings as a result of net income for the quarter ended March 31, 2025, drove the increase in the Company’s book value per share. As shown in the table below, removing the effect of Accumulated Other Comprehensive Income (“AOCI”), caused by capital market conditions, increases the Company’s book value per common share at March 31, 2025.


($ in thousands, except for share and per share data)	March 31, 2025			December 31, 2024
	March 31, 2025			December 31, 2024
Book Value per Share
Numerator:
Common stockholders’ equity	$	260,880		$	235,660
Denominator:
Total Shares Outstanding		48,308,466			48,204,962
Book Value Per Common Share	$	5.40		$	4.89

Book Value per Share, Excluding the Impact of AOCI
Numerator:
Common stockholders’ equity	$	260,880		$	235,660
Less: Accumulated other comprehensive loss		(12,836	)		(15,666	)
Stockholders’ Equity, excluding AOCI	$	273,716		$	251,326
Denominator:
Total Shares Outstanding		48,308,466			48,204,962
Underlying Book Value Per Common Share⁽¹⁾	$	5.67		$	5.21

⁽¹⁾ Underlying book value per common share is a non-GAAP financial measure and is reconciled above to book value per common share, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this press release can be found in the “Definitions of Non-GAAP Measures” section below.

Conference Call Details

About American Coastal Insurance Corporation

American Coastal Insurance Corporation (amcoastal.com) is the holding company of the insurance carrier, American Coastal Insurance Company, which was founded in 2007 for the purpose of insuring Condominium and Homeowner Association properties, and Apartments in the state of Florida. American Coastal Insurance Company has an exclusive partnership for distribution of Condominium Association properties in the state of Florida with AmRisc Group (amriscgroup.com), one of the largest Managing General Agents in the country specializing in hurricane-exposed properties. American Coastal Insurance Company has earned a Financial Stability Rating of “A”, “Exceptional” from Demotech, and maintains an “A-” insurance financial strength rating with a Stable outlook by Kroll. ACIC maintains a ‘BB+’ issuer rating with a Stable outlook by Kroll.

Contact Information:

Alexander Baty

Vice President, Finance & Investor Relations, American Coastal Insurance Corp.

investorrelations@amcoastal.com

(727) 425-8076

Karin Daly

Investor Relations, Vice President, The Equity Group

kdaly@equityny.com

(212) 836-9623

Definitions of Non-GAAP Measures

The Company believes that investors’ understanding of ACIC’s performance is enhanced by the Company’s disclosure of the following non-GAAP measures. The Company’s methods for calculating these measures may differ from those used by other companies and therefore comparability may be limited.

Net income (loss) excluding the effects of amortization of intangible assets, income (loss) from discontinued operations, realized gains (losses) and unrealized gains (losses) on equity securities, net of tax (core income (loss)) is a non-GAAP measure that is computed by adding amortization, net of tax, to net income (loss) and subtracting income (loss) from discontinued operations, net of tax, realized gains (losses) on the Company’s investment portfolio, net of tax, and unrealized gains (losses) on the Company’s equity securities, net of tax, from net income (loss). Amortization expense is related to the amortization of intangible assets acquired, including goodwill, through mergers and, therefore, the expense does not arise through normal operations. Investment portfolio gains (losses) and unrealized equity security gains (losses) vary independent of the Company’s operations. The Company believes it is useful for investors to evaluate these components both separately and in the aggregate when reviewing the Company’s performance. The most directly comparable GAAP measure is net income (loss). The core income (loss) measure should not be considered a substitute for net income (loss) and does not reflect the overall profitability of the Company’s business.

Core return on equity is a non-GAAP ratio calculated using non-GAAP measures. It is calculated by dividing the core income (loss) for the period by the average stockholders’ equity for the trailing twelve months (or one quarter of such average, in the case of quarterly periods). Core income (loss) is an after-tax non-GAAP measure that is calculated by excluding from net income (loss) the effect of income (loss) from discontinued operations, net of tax, non-cash amortization of intangible assets, including goodwill, unrealized gains or losses on the Company’s equity security investments and net realized gains or losses on the Company’s investment portfolio. In the opinion of the Company’s management, core income (loss), core income (loss) per share and core return on equity are meaningful indicators to investors of the Company’s underwriting and operating results, since the excluded items are not necessarily indicative of operating trends. Internally, the Company’s management uses core income (loss), core income (loss) per share and core return on equity to evaluate performance against historical results and establish financial targets on a consolidated basis. The most directly comparable GAAP measure is return on equity. The core return on equity measure should not be considered a substitute for return on equity and does not reflect the overall profitability of the Company’s business.

Combined ratio excluding the effects of current year catastrophe losses and prior year reserve development (underlying combined ratio) is a non-GAAP measure, that is computed by subtracting the effect of current year catastrophe losses and prior year development from the combined ratio. The Company believes that this ratio is useful to investors, and it is used by management to highlight the trends in the Company’s business that may be obscured by current year catastrophe losses and prior year development. Current year catastrophe losses cause the Company’s loss trends to vary significantly between periods as a result of their frequency of occurrence and severity and can have a significant impact on the combined ratio. Prior year development is caused by unexpected loss development on historical reserves. The Company believes it is useful for investors to evaluate these components both separately and in the aggregate when reviewing the Company’s performance. The most directly comparable GAAP measure is the combined ratio. The underlying combined ratio should not be considered as a substitute for the combined ratio and does not reflect the overall profitability of the Company’s business.

Net loss and LAE excluding the effects of current year catastrophe losses and prior year reserve development (underlying loss and LAE) is a non-GAAP measure that is computed by subtracting the effect of current year catastrophe losses and prior year reserve development from net loss and LAE. The Company uses underlying loss and LAE figures to analyze the Company’s loss trends that may be impacted by current year catastrophe losses and prior year development on the Company’s reserves. As discussed previously, these two items can have a significant impact on the Company’s loss trends in a given period. The Company believes it is useful for investors to evaluate these components both separately and in the aggregate when reviewing the Company’s performance. The most directly comparable GAAP measure is net loss and LAE. The underlying loss and LAE measure should not be considered a substitute for net loss and LAE and does not reflect the overall profitability of the Company’s business.

Book value per common share, excluding the impact of accumulated other comprehensive loss (underlying book value per common share), is a non-GAAP measure that is computed by dividing common stockholders’ equity after excluding accumulated other comprehensive income (loss), by total common shares outstanding plus dilutive potential common shares outstanding. The Company uses the trend in book value per common share, excluding the impact of accumulated other comprehensive income (loss), in conjunction with book value per common share to identify and analyze the change in net worth attributable to management efforts between periods. The Company believes this non-GAAP measure is useful to investors because it eliminates the effect of interest rates that can fluctuate significantly from period to period and are generally driven by economic and financial factors that are not influenced by management. Book value per common share is the most directly comparable GAAP measure. Book value per common share, excluding the impact of accumulated other comprehensive income (loss), should not be considered a substitute for book value per common share and does not reflect the recorded net worth of the Company’s business.

Discontinued Operations

On May 9, 2024, the Company entered into the Sale Agreement with Forza Insurance Holdings, LLC (“Forza”) in which ACIC agreed to sell and Forza agreed to acquire 100% of the issued and outstanding stock of the Company’s subsidiary, Interboro Insurance Company (“IIC”). Forza’s application to acquire IIC was approved by the New York Department of Financial Services on February 13, 2025 and closed on April 1, 2025. The Company received cash proceeds totaling approximately $26,500,000 from the sale. We do not anticipate that the gain or loss from the deconsolidation of IIC will be material to the financial statements.

Forward-Looking Statements

Statements made in this press release, or on the conference call identified above, and otherwise, that are not historical facts are “forward-looking statements”. The Company believes these statements are based on reasonable estimates, assumptions and plans. However, if the estimates, assumptions, or plans underlying the forward-looking statements prove inaccurate or if other risks or uncertainties arise, actual results could differ materially from those expressed in, or implied by, the forward-looking statements. These statements are made subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements do not relate strictly to historical or current facts and may be identified by their use of words such as “may,” “will,” “expect,” “endeavor,” “project,” “believe,” “plan,” “anticipate,” “intend,” “could,” “would,” “estimate” or “continue” or the negative variations thereof or comparable terminology. Factors that could cause actual results to differ materially may be found in the Company’s filings with the U.S. Securities and Exchange Commission, in the “Risk Factors” section in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date on which they are made, and, except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements.


Consolidated Statements of Comprehensive Income
In thousands, except share and per share amounts
	Three Months Ended
	March 31,
		2025			2024
REVENUE:
Gross premiums written	$	197,852		$	184,601
Change in gross unearned premiums		(35,751	)		(24,331	)
Gross premiums earned		162,101			160,270
Ceded premiums earned		(93,829	)		(97,639	)
Net premiums earned		68,272			62,631
Net investment income		4,511			4,017
Net realized investment gains		1,382			—
Net unrealized losses on equity securities		(1,963	)		(50	)
Total revenues	$	72,202		$	66,598
EXPENSES:
Losses and loss adjustment expenses		11,389			12,474
Policy acquisition costs		23,466			9,595
General and administrative expenses		9,506			11,252
Interest expense		2,717			2,719
Total expenses		47,078			36,040
Income before other income		25,124			30,558
Other income		1,070			810
Income before income taxes		26,194			31,368
Provision for income taxes		6,483			7,659
Income from continuing operations, net of tax	$	19,711		$	23,709
Income (loss) from discontinued operations, net of tax		1,637			(110	)
Net income	$	21,348		$	23,599
OTHER COMPREHENSIVE INCOME:
Change in net unrealized gains (losses) on investments		4,212			(198	)
Reclassification adjustment for net realized investment gains		(1,382	)		—
Total comprehensive income	$	24,178		$	23,401

Weighted average shares outstanding
Basic		48,135,231			47,323,356
Diluted		49,564,721			48,969,550

Earnings available to ACIC common stockholders per share
Basic
Continuing operations	$	0.41		$	0.50
Discontinued operations		0.03			—
Total	$	0.44		$	0.50
Diluted
Continuing operations	$	0.40		$	0.48
Discontinued operations		0.03			—
Total	$	0.43		$	0.48

Dividends declared per share	$	—		$	—

Consolidated Balance Sheets
In thousands, except share amounts
	March 31, 2025			December 31, 2024
ASSETS
Investments, at fair value:
Fixed maturities, available-for-sale	$	282,960		$	281,001
Equity securities		29,210			36,794
Other investments		23,617			23,623
Total investments	$	335,787		$	341,418
Cash and cash equivalents		167,155			137,036
Restricted cash		65,885			62,357
Accrued investment income		2,990			2,964
Property and equipment, net		4,803			5,736
Premiums receivable, net		61,749			46,564
Reinsurance recoverable on paid and unpaid losses		202,391			263,419
Ceded unearned premiums		121,138			160,893
Goodwill		59,476			59,476
Deferred policy acquisition costs		46,342			40,282
Intangible assets, net		5,299			5,908
Other assets		12,147			16,816
Assets held for sale		74,484			73,243
Total Assets	$	1,159,646		$	1,216,112
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Unpaid losses and loss adjustment expenses	$	256,289		$	322,087
Unearned premiums		321,105			285,354
Reinsurance payable on premiums		53,761			83,130
Accounts payable and accrued expenses		65,883			86,140
Operating lease liability		3,302			3,323
Notes payable, net		149,104			149,020
Other liabilities		986			1,456
Liabilities held for sale		48,336			49,942
Total Liabilities	$	898,766		$	980,452
Commitments and contingencies
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued or outstanding		—			—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 48,520,549 and 48,417,045 issued, respectively; 48,308,466 and 48,204,962 outstanding, respectively		5			5
Additional paid-in capital		437,566			436,524
Treasury shares, at cost; 212,083 shares		(431	)		(431	)
Accumulated other comprehensive loss		(12,836	)		(15,666	)
Retained earnings (deficit)		(163,424	)		(184,772	)
Total Stockholders’ Equity	$	260,880		$	235,660
Total Liabilities and Stockholders’ Equity	$	1,159,646		$	1,216,112

The MIL Network –

May 9, 2025

MIL-OSI: CarGurus Announces First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

Marketplace revenue grew 13% YoY

Q1’25 Net Income of $39.0 million; Non-GAAP Adjusted EBITDA of $66.3 million, up 32% YoY

Repurchased $184.2 million worth of shares in Q1’25, representing 6% of our outstanding capital

BOSTON, May 08, 2025 (GLOBE NEWSWIRE) — CarGurus, Inc. (Nasdaq: CARG), the No. 1 visited digital auto platform for shopping, buying, and selling new and used vehicles*, today announced financial results for the first quarter ended March 31, 2025.

“Our strong momentum in our Marketplace business continued into 2025, which grew 13% year-over-year,” said Jason Trevisan, Chief Executive Officer at CarGurus. “Across the company, we advanced our 2025 core drivers of value creation: expanding data-driven solutions that help dealers drive more profitable businesses, meeting the evolving needs of car shoppers with a more intelligent and seamless experience, and enabling customers to do more of the transaction online. As a result, this focused execution has translated into deeper consumer and dealer engagement and has expanded our market share.”

First Quarter Financial Highlights

	Three Months Ended
	March 31, 2025
	Results (in millions)			Variance from Prior Year
Revenue
Marketplace Revenue	$	212.2			13	%
Wholesale Revenue		7.7			(52	)%
Product Revenue		5.2			(58	)%
Total Revenue	$	225.2			4	%

Gross Profit	$	199.7			14	%
% Margin		89	%	762 bps

Operating Expenses	$	154.0			4	%

GAAP Net Income	$	39.0			83	%
% Margin		17	%	747 bps

Non-GAAP Adjusted EBITDA ⁽¹⁾	$	66.3			32	%
% Margin ⁽¹⁾		29	%	609 bps

Cash and Cash Equivalents at period end ⁽²⁾	$	172.9			(43	)%

^{(1) For more information regarding our use of non-GAAP Adjusted EBITDA and other non-GAAP financial measures, please see the reconciliations of GAAP financial measures to non-GAAP financial measures and the section titled “Non-GAAP Financial Measures and Other Business Metrics” below.}
^{(2) Variance represents the change from December 31, 2024.}

	Three Months Ended
	March 31, 2025
	Results			Variance from Prior Year
Key Performance Indicators ⁽¹⁾
U.S. Paying Dealers ⁽²⁾		25,153			3	%
International Paying Dealers ⁽²⁾		7,219			7	%
Total Paying Dealers ⁽²⁾		32,372			4	%

U.S. QARSD ⁽²⁾	$	7,369			10	%
International QARSD ⁽²⁾	$	2,073			10	%
Consolidated QARSD ⁽²⁾	$	6,173			9	%

Transactions		5,209			(49	)%

U.S. Average Monthly Unique Users (in millions) ⁽³⁾		35.0		N/A⁽⁴⁾
U.S. Average Monthly Sessions (in millions) ⁽³⁾		85.7		N/A⁽⁴⁾

International Average Monthly Unique Users (in millions) ⁽³⁾		10.6		N/A⁽⁴⁾
International Average Monthly Sessions (in millions) ⁽³⁾		22.2		N/A⁽⁴⁾

Segment Reporting *(in millions)*
U.S. Marketplace Segment Revenue	$	195.2			13	%
U.S. Marketplace Segment Operating Income	$	49.8			45	%
Digital Wholesale Segment Revenue	$	12.9			(55	)%
Digital Wholesale Segment Operating Loss	$	(5.8	)		44	%

^{(1) For more information regarding our use of Key Performance Indicators, please see the section titled “Non-GAAP Financial Measures and Other Business Metrics” below.}
^{(2) Metrics presented as of March 31, 2025.}
^{(3) CarOffer website is excluded from the metrics presented for users and sessions.}
^{(4) As a result of the change from Google Universal Analytics (“Google Analytics”) to Google Analytics 4 (“GA4”) on July 1, 2024, we are unable to provide comparable monthly unique users or monthly sessions information for this period. For more information regarding the change in methodology for monthly unique users or monthly sessions, please see the section titled “Non-GAAP Financial Measures and Other Business Metrics” below.}

Second Quarter 2025 Guidance

The table below provides CarGurus’ guidance, which is based on recent market trends, industry conditions, and management’s expectations and assumptions as of today.

Second Quarter 2025 Guidance Metrics	Values
Total Revenue	$222.0 million to $242.0 million
Marketplace Revenue	$219.5 million to $224.5 million
Non-GAAP Adjusted EBITDA	$71.5 million to $79.5 million
Non-GAAP Earnings per Share	$0.52 to $0.58

The second quarter 2025 non-GAAP earnings per share calculation assumes 100.0 million diluted weighted-average common shares outstanding.

The assumptions that are built into guidance for the second quarter 2025 regarding our pace of paid dealer acquisition, churn, and expansion activity for the relevant period are based on recent market trends and industry conditions. Guidance for the second quarter 2025 excludes macro-level industry issues that result in dealers and consumers materially changing their recent market trends or that cause us to enact measures to assist dealers. Guidance also excludes any potential impact of future foreign currency exchange gains or losses. CarGurus may incur charges, realize gains or losses, or experience other events or circumstances in 2025 that could cause any of these assumptions to change and/or actual results to vary from this guidance.

CarGurus has not reconciled its guidance of non-GAAP adjusted EBITDA to GAAP net income or non-GAAP earnings per share to GAAP earnings per share because reconciling items between such GAAP and non-GAAP financial measures, which include, as applicable, stock-based compensation, amortization of intangible assets, depreciation expenses, non-intangible amortization, transaction-related expenses, other income, net, the provision for income taxes, and income tax effects, cannot be reasonably predicted due to, as applicable, the timing, amount, valuation, and number of future employee equity awards and the uncertainty relating to the timing, frequency, and effect of acquisitions and the significance of the resulting transaction-related expenses, and therefore cannot be determined without unreasonable effort.

Conference Call and Webcast Information

CarGurus will host a conference call and live webcast to discuss its first quarter 2025 financial results and business outlook at 5:00 p.m. Eastern Time today, May 8, 2025. To access the conference call, dial (877) 451-6152 for callers in the U.S. or Canada, or (201) 389-0879 for international callers. The webcast will be available live on the Investors section of CarGurus’ website at https://investors.cargurus.com.

An audio replay of the call will also be available to investors beginning at approximately 8:00 p.m. Eastern Time today, May 8, 2025, until 11:59 p.m. Eastern Time on May 22, 2025, by dialing (844) 512-2921 for callers in the U.S. or Canada, or (412) 317-6671 for international callers, and entering passcode 13752230. In addition, an archived webcast will be available on the Investors section of CarGurus’ website at https://investors.cargurus.com.

About CarGurus

CarGurus (Nasdaq: CARG) is a multinational, online automotive platform for buying and selling vehicles that is building upon its industry-leading listings marketplace with both digital retail solutions and the CarOffer online wholesale platform. The CarGurus platform gives consumers the confidence to purchase and/or sell a vehicle either online or in person, and it gives dealerships the power to accurately price, effectively market, instantly acquire, and quickly sell vehicles, all with a nationwide reach. The Company uses proprietary technology, search algorithms, and data analytics to bring trust, transparency, and competitive pricing to the automotive shopping experience. CarGurus is the most visited automotive shopping site in the U.S.*

In addition to the U.S. marketplace, the Company operates online marketplaces under the CarGurus brand in Canada and the U.K., as well as independent online marketplace brands Autolist in the U.S. and PistonHeads in the U.K.

To learn more about CarGurus, visit www.cargurus.com, and for more information about CarOffer, visit www.caroffer.com.

*Source: Similarweb, Traffic Report (Cars.com, Autotrader, TrueCar, CARFAX Listings
(defined as CARFAX Total visits minus Vehicle History Reports traffic)), Q1 2025, U.S.

CarGurus® and Autolist® are each a registered trademark of CarGurus, Inc., and CarOffer® is a registered trademark of CarOffer, LLC. PistonHeads® is a registered trademark of CarGurus Ireland Limited in the U.K. and the European Union. All other product names, trademarks, and registered trademarks are property of their respective owners.

Cautionary Language Concerning Forward-Looking Statements

This press release includes forward-looking statements. Other than statements of historical facts, all statements contained in this press release, including statements regarding our future financial and operating results; our second quarter 2025 financial and business performance, including guidance; our business and growth strategy and our plans to execute on our growth strategy; our ability to grow our business profitably and efficiently; our capital allocation and investment strategy; the attractiveness and value proposition of our current offerings and other product opportunities; our ability to maintain existing and acquire new customers; addressable opportunities; our expectation that we will continue to invest in growth initiatives; our ability to quickly make transformations necessary for our business to achieve long-term goals; and our ability to overcome challenges facing the automotive industry ecosystem, including inventory supply problems, global supply chain challenges, including disruptions to pre-existing supply chains and vendor relations, changes to trade policies or tariff regulations, financial market volatility and disruption, increased interest rates, inflationary concerns, and other macroeconomic issues, including uncertain or volatile economic conditions in the U.S. and abroad, are forward-looking statements. The words “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “goal,” “guide,” “guidance,” “intend,” “may,” “might,” “plan,” “potential,” “predicts,” “projects,” “seeks,” “should,” “strive,” “target,” “will,” “would,” and similar expressions and their negatives are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. You should not rely upon forward-looking statements as predictions of future events.

These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such statements, including risks related to our growth and our ability to grow our revenue; our relationships with dealers; competition in the markets in which we operate; market growth; our ability to innovate; our ability to realize benefits from our acquisitions and successfully implement the integration strategies in connection therewith; impairment of the carrying value of our goodwill, intangible assets, right-of-use assets, or other assets; increased inflation and interest rates, global supply chain challenges, changes in international trade policies, including tariffs, volatile economic conditions, and other macroeconomic issues; changes in our key personnel; natural disasters, epidemics, or pandemics; and our ability to operate in compliance with applicable laws as well as other risks and uncertainties as may be detailed from time to time in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other reports we file with the U.S. Securities and Exchange Commission. Moreover, we operate in very competitive and rapidly changing environments. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, we cannot guarantee that future results, levels of activity, performance, achievements, or events and circumstances reflected in the forward-looking statements will occur. We are under no duty to update any of these forward-looking statements after the date of this press release to conform these statements to actual results or revised expectations, except as required by law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.

Investor Contact:
Kirndeep Singh
Vice President, Head of Investor Relations
investors@cargurus.com

Media Contact:
Maggie Meluzio
Director, Public Relations and External Communications
pr@cargurus.com

Unaudited Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)

	As of March 31, 2025			As of December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	172,862		$	304,193
Accounts receivable, net of allowance for doubtful accounts of $808 and $788, respectively		40,703			44,248
Inventory		810			338
Prepaid expenses, prepaid income taxes, and other current assets		21,107			27,868
Deferred contract costs		13,640			12,523
Restricted cash		2,848			2,036
Total current assets		251,970			391,206
Property and equipment, net		132,383			130,010
Intangible assets, net		11,318			11,767
Goodwill		46,714			46,167
Operating lease right-of-use assets		119,589			121,484
Deferred tax assets		110,050			106,672
Deferred contract costs, net of current portion		13,088			13,196
Other non-current assets		4,003			4,034
Total assets	$	689,115		$	824,536
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	29,891		$	26,410
Accrued expenses, accrued income taxes, and other current liabilities		32,240			35,975
Deferred revenue		22,407			21,661
Operating lease liabilities		9,969			9,005
Total current liabilities		94,507			93,051
Operating lease liabilities		185,463			183,739
Deferred tax liabilities		15			26
Other non–current liabilities		7,080			6,031
Total liabilities		287,065			282,847
Stockholders’ equity:
Preferred stock, $0.001 par value per share; 10,000,000 shares authorized; no shares issued and outstanding		—			—
Class A common stock, $0.001 par value per share; 500,000,000 shares authorized; 84,334,642 and 89,002,571 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		84			89
Class B common stock, $0.001 par value per share; 100,000,000 shares authorized; 14,216,250 and 14,986,745 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		14			15
Additional paid-in capital		6,775			169,013
Retained earnings		396,486			375,119
Accumulated other comprehensive loss		(1,309	)		(2,547	)
Total stockholders’ equity		402,050			541,689
Total liabilities and stockholders’ equity	$	689,115		$	824,536

Unaudited Condensed Consolidated Income Statements
(in thousands, except share and per share data)

	Three Months Ended
	March 31,
	2025			2024
Revenue
Marketplace	$	212,235		$	187,219
Wholesale		7,747			16,125
Product		5,176			12,452
Total revenue		225,158			215,796
Cost of revenue ⁽¹⁾
Marketplace		14,248			14,385
Wholesale		6,170			14,224
Product		5,033			12,226
Total cost of revenue		25,451			40,835
Gross profit		199,707			174,961
Operating expenses
Sales and marketing		86,716			82,274
Product, technology, and development		36,250			35,545
General and administrative		26,780			28,066
Depreciation and amortization		4,206			2,792
Total operating expenses		153,952			148,677
Income from operations		45,755			26,284
Other income, net
Interest income		3,098			3,906
Other expense, net		(302	)		(505	)
Total other income, net		2,796			3,401
Income before income taxes		48,551			29,685
Provision for income taxes		9,506			8,384
Net income		39,045			21,301
Net income per share attributable to common stockholders:
Basic	$	0.38		$	0.20
Diluted	$	0.37		$	0.20
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders:
Basic		103,094,690			107,174,812
Diluted		105,068,046			108,632,159

^{(1) Includes depreciation and amortization expense for the three months ended March 31, 2025 and 2024 of $2,348 and $4,689, respectively.}

Unaudited Segment Revenue
(in thousands)

	Three Months Ended
	March 31,
	2025		2024
Segment Revenue:
U.S. Marketplace	$	195,228	$	172,988
Digital Wholesale		12,923		28,577
Other		17,007		14,231
Total	$	225,158	$	215,796

Unaudited Segment Income (Loss) from Operations
(in thousands)

	Three Months Ended
	March 31,
	2025			2024
Segment Income (Loss) from Operations:
U.S. Marketplace	$	49,781		$	34,217
Digital Wholesale		(5,779	)		(10,340	)
Other		1,753			2,407
Total	$	45,755		$	26,284

Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)

	Three Months Ended
	March 31,
	2025			2024
Operating Activities
Net income	$	39,045		$	21,301
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		6,554			7,481
Currency (gain) loss on foreign denominated transactions		(165	)		384
Deferred taxes		(3,389	)		(9,052	)
Provision for doubtful accounts		424			290
Stock-based compensation expense		12,900			15,822
Amortization of deferred financing costs		129			129
Amortization of deferred contract costs		3,810			3,258
Changes in operating assets and liabilities:
Accounts receivable		3,070			(4,182	)
Inventory		(353	)		(319	)
Prepaid expenses, prepaid income taxes, and other assets		6,801			5,974
Deferred contract costs		(4,744	)		(3,326	)
Accounts payable		4,075			707
Accrued expenses, accrued income taxes, and other liabilities		(5,592	)		681
Deferred revenue		731			120
Lease obligations		4,583			12,696
Net cash provided by operating activities		67,879			51,964
Investing Activities
Purchases of property and equipment		(2,240	)		(28,665	)
Capitalization of website development costs		(5,391	)		(5,465	)
Purchases of short-term investments		—			(494	)
Sale of short-term investments		—			21,218
Advance payments to customers, net of collections		—			259
Net cash used in investing activities		(7,631	)		(13,147	)
Financing Activities
Proceeds from issuance of common stock upon exercise of stock options		394			11
Payment of withholding taxes on net share settlements of restricted stock units		(8,985	)		(5,115	)
Repurchases of common stock		(182,828	)		(77,442	)
Payment of finance lease obligations		(20	)		(18	)
Change in gross advance payments received from third-party transaction processor		(38	)		(474	)
Net cash used in financing activities		(191,477	)		(83,038	)
Impact of foreign currency on cash, cash equivalents, and restricted cash		710			(577	)
Net decrease in cash, cash equivalents, and restricted cash		(130,519	)		(44,798	)
Cash, cash equivalents, and restricted cash at beginning of period		306,229			293,926
Cash, cash equivalents, and restricted cash at end of period	$	175,710		$	249,128

Unaudited Reconciliation of GAAP Net Income to Non-GAAP Net Income and Non-GAAP Net Income Attributable to Common Stockholders and GAAP Net Income Per Share Attributable to Common Stockholders to Non-GAAP Net Income Per Share Attributable to Common Stockholders:
(in thousands, except per share data)

	Three Months Ended
	March 31,
	2025			2024⁽¹⁾
GAAP net income	$	39,045		$	21,301
Stock-based compensation expense		12,900			15,822
Amortization of intangible assets		505			1,882
Transaction-related expenses		1,087			811
Income tax effects and adjustments		(5,174	)		(3,422	)
Non-GAAP net income	$	48,363		$	36,394
GAAP net income per share attributable to common stockholders:
Basic	$	0.38		$	0.20
Diluted	$	0.37		$	0.20
Non-GAAP net income per share attributable to common stockholders:
Basic	$	0.47		$	0.34
Diluted	$	0.46		$	0.34
Shares used in GAAP and Non-GAAP per share calculations
Basic		103,095			107,175
Diluted		105,068			108,632

^{(1) During the three months ended March 31, 2025, we identified an immaterial error to our non-GAAP net income calculation related to the income tax effects and adjustments and have updated the table to correct the calculation for the three months ended March 31, 2024. This resulted in an increase in the non-GAAP net income per share attributable to common stockholders from $0.32 per share to $0.34 per share.}

Unaudited Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA and GAAP Net Income Margin to Non-GAAP Adjusted EBITDA Margin
(in thousands)

	Three Months Ended
	March 31,
	2025			2024
GAAP net income	$	39,045		$	21,301
Depreciation and amortization		6,554			7,481
Stock-based compensation expense		12,900			15,822
Transaction-related expenses		1,087			811
Other income, net		(2,796	)		(3,401	)
Provision for income taxes		9,506			8,384
Non-GAAP adjusted EBITDA	$	66,296		$	50,398

GAAP net income margin		17	%		10	%
Non-GAAP adjusted EBITDA margin		29	%		23	%

Unaudited Reconciliation of GAAP Gross Profit to Non-GAAP Gross Profit and GAAP Gross Profit Margin to Non-GAAP Gross Profit Margin
(in thousands, except percentages)

	Three Months Ended
	March 31,
	2025			2024
Revenue	$	225,158		$	215,796
Cost of revenue		25,451			40,835
GAAP gross profit		199,707			174,961
Stock-based compensation expense included in Cost of revenue		60			231
Amortization of intangible assets included in Cost of revenue		—			875
Transaction-related expenses included in Cost of revenue		269			92
Non-GAAP gross profit	$	200,036		$	176,159

GAAP gross profit margin		89	%		81	%
Non-GAAP gross profit margin		89	%		82	%

Unaudited Reconciliation of GAAP Expense to Non-GAAP Expense
(in thousands)

	Three Months Ended March 31, 2025
	GAAP expense		Stock-based compensation expense			Amortization of intangible assets			Transaction-related expenses			Non-GAAP expense
Cost of revenue	$	25,451	$	(60	)	$	—		$	(269	)	$	25,122
Sales and marketing		86,716		(2,833	)		—			(491	)		83,392
Product, technology, and development		36,250		(5,565	)		—			(151	)		30,534
General and administrative		26,780		(4,442	)		—			(176	)		22,162
Depreciation & amortization		4,206		—			(505	)		—			3,701
Operating expenses⁽¹⁾	$	153,952	$	(12,840	)	$	(505	)	$	(818	)	$	139,789
Total cost of revenue and operating expenses	$	179,403	$	(12,900	)	$	(505	)	$	(1,087	)	$	164,911

	Three Months Ended March 31, 2024
	GAAP expense		Stock-based compensation expense			Amortization of intangible assets			Transaction-related expenses			Non-GAAP expense
Cost of revenue	$	40,835	$	(231	)	$	(875	)	$	(92	)	$	39,637
Sales and marketing		82,274		(2,874	)		—			(394	)		79,006
Product, technology, and development		35,545		(5,977	)		—			(1	)		29,567
General and administrative		28,066		(6,740	)		—			(324	)		21,002
Depreciation & amortization		2,792		—			(1,007	)		—			1,785
Operating expenses⁽¹⁾	$	148,677	$	(15,591	)	$	(1,007	)	$	(719	)	$	131,360
Total cost of revenue and operating expenses	$	189,512	$	(15,822	)	$	(1,882	)	$	(811	)	$	170,997

^{(1) Operating expenses include sales and marketing, product, technology, and development, general and administrative, and depreciation & amortization.}

Unaudited Reconciliation of GAAP Net Cash and Cash Equivalents Provided by Operating Activities to Non-GAAP Free Cash Flow
(in thousands)

	Three Months Ended
	March 31,
	2025			2024
GAAP net cash and cash equivalents provided by operating activities	$	67,879		$	51,964
Purchases of property and equipment		(2,240	)		(28,665	)
Capitalization of website development costs		(5,391	)		(5,465	)
Non-GAAP free cash flow	$	60,248		$	17,834

Non-GAAP Financial Measures and Other Business Metrics

To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the U.S. (“GAAP”), we provide investors with certain non-GAAP financial measures and other business metrics, which we believe are helpful to our investors. We use these non-GAAP financial measures and other business metrics for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. We believe that these non-GAAP financial measures and other business metrics provide useful information about our operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to metrics used by our management in its financial and operational decision-making.

The presentation of non-GAAP financial information and other business metrics is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. While our non-GAAP financial measures and other business metrics are an important tool for financial and operational decision-making and for evaluating our own operating results over different periods of time, we urge investors to review the reconciliation of these financial measures to the comparable GAAP financial measures included above, and not to rely on any single financial measure to evaluate our business.

While a reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to, as applicable, the timing, amount, valuation, and number of future employee equity awards and the uncertainty relating to the timing, frequency, and effect of acquisitions and the significance of the resulting transaction-related expenses, we have provided a reconciliation of non-GAAP financial measures and other business metrics to the nearest comparable GAAP measures in the accompanying financial statement tables included in this press release.

We monitor operating measures of certain non-GAAP items including non-GAAP gross profit, non-GAAP gross margin, non-GAAP expense, non-GAAP net income, non-GAAP net income attributable to common stockholders, and non-GAAP net income per share attributable to common stockholders. These non-GAAP financial measures exclude the effect of stock-based compensation expense, amortization of intangible assets, and transaction related-expenses. Non-GAAP net income, non-GAAP net income attributable to common stockholders, and non-GAAP net income per share attributable to common stockholders also exclude certain income tax effects and adjustments. Our calculations of non-GAAP net income per share attributable to common stockholders utilize applicable GAAP share counts as included in the accompanying financial statement tables included in this press release. In addition, we evaluate our non-GAAP gross profit in relation to our revenue. We refer to this as non-GAAP gross profit margin and define it as non-GAAP gross profit divided by total revenue. We believe that these non-GAAP financial measures provide useful information about our operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to metrics used by our management in its financial and operational decision-making.

We define Adjusted EBITDA as net income, adjusted to exclude: depreciation and amortization, stock-based compensation expense, transaction-related expenses, other income, net, and provision for income taxes.

In addition, we evaluate our Non-GAAP Adjusted EBITDA in relation to our revenue. We refer to this as Non-GAAP Adjusted EBITDA margin and define it as Non-GAAP Adjusted EBITDA divided by total revenue.

We have presented Adjusted EBITDA and Adjusted EBITDA margin because they are key measures used by our management and Board of Directors to understand and evaluate our operating performance, generate future operating plans, and make strategic decisions regarding the allocation of capital. We believe Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by our management in its financial and operational decision making.

We define Free Cash Flow as cash flow from operations adjusted to include: purchases of property and equipment and capitalization of website development costs. We have presented Free Cash Flow because it is a measure of our financial performance that represents the cash that we are able to generate after expenditures required to maintain or expand our asset base.

We define a paying dealer as a dealer account with an active, paid marketplace subscription at the end of a defined period. The number of paying dealers we have is important to us and we believe it provides valuable information to investors because it is indicative of the value proposition of our marketplace products, as well as our sales and marketing success and opportunity, including our ability to retain paying dealers and develop new dealer relationships.

We define Quarterly Average Revenue per Subscribing Dealer (“QARSD”), which is measured at the end of a fiscal quarter, as the marketplace revenue primarily from subscriptions to our Listings packages and Real-time Performance Marketing, our digital advertising suite, and other digital add-on products during that trailing quarter divided by the average number of paying dealers in that marketplace during the quarter. We calculate the average number of paying dealers for a period by adding the number of paying dealers at the end of such period and the end of the prior period and dividing by two. This information is important to us, and we believe it provides useful information to investors, because we believe that our ability to grow QARSD is an indicator of the value proposition of our products and the return on investment that our paying dealers realize from our products. In addition, increases in QARSD, which we believe reflect the value of exposure to our engaged audience in relation to subscription cost, are driven in part by our ability to grow the volume of connections to our users and the quality of those connections, which result in increased opportunity to upsell package levels and cross-sell additional products to our paying dealers.

We define Transactions within the Digital Wholesale segment as the number of vehicles processed from car dealers, consumers, and other marketplaces through the CarOffer website within the defined period. Transactions consists of each unique vehicle (based on vehicle identification number) that reaches “sold and invoiced” status on the CarOffer website within the defined period, including vehicles sold to car dealers, vehicles sold at third-party auctions, vehicles ultimately sold to a different buyer, and vehicles that are returned to their owners without completion of a sale transaction. We exclude vehicles processed within CarOffer’s intra-group trading solution (Group Trade) from the definition of Transactions, and we only count any unique vehicle once even if it reaches sold status multiple times. The Digital Wholesale segment includes the purchase and sale of vehicles between dealers, or Dealer-to-Dealer transactions, and Sell My Car – Instant Max Cash Offer transactions. We view Transactions as a key business metric, and we believe it provides useful information to investors, because it provides insight into growth and revenue for the Digital Wholesale segment. Transactions drive a significant portion of Digital Wholesale segment revenue. We believe growth in Transactions demonstrates consumer and dealer utilization and our market share penetration in the Digital Wholesale segment.

Historically, we have used data from Google Analytics to measure two of our key business metrics: monthly unique users and monthly sessions. Effective July 1, 2024, GA4 replaced Google Analytics. The methodologies used in GA4 are different and not comparable to the methodologies used in Google Analytics. As discussed below, we also make certain adjustments to the GA4 data in order to improve the accuracy of the reported monthly unique users and monthly sessions. Due to the change in methodology, we are unable to provide comparable monthly unique user and monthly session information for prior periods, including any periods prior to June 30, 2024.

For each of our websites (excluding the CarOffer website), we define a monthly unique user as an individual who has visited any such website and taken a Visitor Action (as defined below) within a calendar month, based on data as measured by GA4. We calculate average monthly unique users as the sum of the monthly unique users of each of our websites in a defined period, divided by the number of months in that period. Effective July 1, 2024, we count a unique user the first time a computer or mobile device with a unique device identifier accesses any of our websites or application during a calendar month and takes an action on such website or in such application, such as performing a search, visiting vehicle detail pages, and connecting with a dealer (“Visitor Action”). If an individual accesses a website or application using a different device within a given month, the first Visitor Action taken by each such device is counted as a separate unique user. If an individual uses multiple browsers on a single device and/or clears their cookies and returns to our website or application and takes a Visitor Action within a calendar month, each such Visitor Action is counted as a separate unique user. We eliminate any duplicate unique users that may arise when users visit a webview within our native application. We view our average monthly unique users as a key indicator of the quality of our user experience, the effectiveness of our advertising and traffic acquisition, and the strength of our brand awareness. Measuring unique users is important to us and we believe it provides useful information to our investors because our marketplace revenue depends, in part, on our ability to provide dealers with connections to our users and exposure to our marketplace audience. We define connections as interactions between consumers and dealers on our marketplace through phone calls, email, managed text and chat, and clicks to access the dealer’s website or map directions to the dealership.

We define monthly sessions as the number of distinct visits to our websites (excluding the CarOffer website) that include a Visitor Action that take place each month within a given time frame, as measured and defined by GA4. We calculate average monthly sessions as the sum of the monthly sessions in a defined period, divided by the number of months in that period. Effective July 1, 2024, a session is defined as beginning with the first Visitor Action from a computer or mobile device and ending at the earliest of when a user closes their browser window or after 30 minutes of inactivity. We eliminate any duplicate monthly sessions that may arise when users visit a webview within our native application. We believe that measuring the volume of sessions in a time period, when considered in conjunction with the number of unique users in that time period, is an important indicator to us of consumer satisfaction and engagement with our marketplace, and we believe it provides useful information to our investors because the more satisfied and engaged consumers we have, the more valuable our service is to dealers.

The MIL Network –

May 9, 2025

MIL-OSI: Sprout Social Announces First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

CHICAGO, May 08, 2025 (GLOBE NEWSWIRE) — Sprout Social, Inc. (“Sprout Social”, the “Company”) (Nasdaq: SPT), an industry-leading provider of cloud-based social media management software, today announced financial results for its first quarter ended March 31, 2025.

“Our team delivered strong results in the first quarter, highlighted by 13% revenue growth, a 21% increase in cRPO, and profitability expansion,” said Ryan Barretto, CEO of Sprout Social. “We remain focused on winning in the enterprise, deepening customer adoption, scaling through partnerships, and driving expansion within accounts. With the rapid shift toward social as a primary channel for discovery and engagement, we believe our investments in customer care, AI, and influencer marketing uniquely position us to lead brands through this transformation.”

First Quarter 2025 Financial Highlights

Revenue

Revenue was $109.3 million, up 13% compared to the first quarter of 2024.
Total remaining performance obligations (RPO) of $360.2 million as of March 31, 2025, up 24% year-over-year.
Current remaining performance obligations (cRPO) of $255.8 million as of March 31, 2025, up 21% year-over-year.

Operating Income (Loss)

GAAP operating loss was ($11.2) million, compared to ($13.3) million in the first quarter of 2024.
Non-GAAP operating income was $12.5 million, compared to $6.0 million in the first quarter of 2024.

Net Loss

GAAP net loss was ($11.2) million, compared to ($13.6) million in the first quarter of 2024.
Non-GAAP net income was $12.5 million, compared to $5.7 million in the first quarter of 2024.
GAAP net loss per share was ($0.19) based on 57.9 million weighted-average shares of common stock outstanding, compared to ($0.24) based on 56.3 million weighted-average shares of common stock outstanding in the first quarter of 2024.
Non-GAAP net income per share was $0.22 based on 57.9 million weighted-average shares of common stock outstanding, compared to $0.10 based on 56.3 million weighted-average shares of common stock outstanding in the first quarter of 2024.

Cash

Cash and equivalents and marketable securities totaled $101.9 million as of March 31, 2025, compared to $90.2 million as of December 31, 2024.
Net cash provided by operating activities was $18.1 million, compared to $11.2 million in the first quarter of 2024.
Non-GAAP free cash flow was $19.5 million, compared to $11.3 million in the first quarter of 2024.

See “Use of Non-GAAP Financial Measures” below for definitions of Non-GAAP operating income (loss), Non-GAAP net income (loss), Non-GAAP net income (loss) per share and Non-GAAP free cash flow and the financial tables that accompany this release for reconciliations of our non-GAAP measures to their closest comparable GAAP measures. See “Key Business Metrics” below for how Sprout Social defines RPO, cRPO, the number of customers contributing over $10,000 in ARR and the number of customers contributing over $50,000 in ARR.

Customer Metrics

Grew number of customers contributing over $10,000 in ARR to 9,381 customers as of March 31, 2025, up 6% compared to March 31, 2024.
Grew number of customers contributing over $50,000 in ARR to 1,766 customers as of March 31, 2025, up 22% compared to March 31, 2024.

Recent Customer Highlights

During the first quarter, we had the opportunity to grow with new and existing customers like: Palo Alto, NASCAR, Interscope Records, Avis Budget Car Rental, and Axos Bank.

Recent Business Highlights

Sprout Social recently:

Announced a refreshed, intuitive design along with powerful AI-driven natural language discovery and data analysis capabilities for the Sprout Social Influencer Marketing platform (link)
Celebrated 15 years of Sprout empowering brands to drive business-wide impact with social (link)

Second Quarter and 2025 Financial Outlook

For the second quarter of 2025, the Company currently expects:

Total revenue between $110.4 million and $111.2 million.
Non-GAAP operating income between $8.4 million and $9.4 million.
Non-GAAP net income per share between $0.14 and $0.16 based on approximately 58.8 million weighted-average shares of common stock outstanding.

For the full year 2025, the Company currently expects:

Total revenue between $448.9 million and $453.9 million.
Non-GAAP operating income between $40.7 million and $45.7 million.
Non-GAAP net income per share between $0.69 and $0.77 based on approximately 59.1 million weighted-average shares of common stock outstanding.

The Company’s second quarter and 2025 financial outlook is based on a number of assumptions that are subject to change and many of which are outside the Company’s control. If actual results vary from these assumptions, the Company’s expectations may change. There can be no assurance that the Company will achieve these results.

The Company does not provide guidance for operating loss, the most directly comparable GAAP measure to non-GAAP operating income, or net loss per share, the most directly comparable GAAP measure to non-GAAP net income per share, and similarly cannot provide a reconciliation between its forecasted non-GAAP operating income and non-GAAP net income per share and these comparable GAAP measures without unreasonable effort due to the unavailability of reliable estimates for certain items. These items are not within the Company’s control and may vary greatly between periods and could significantly impact future financial results.

Conference Call Information

The financial results and business highlights will be discussed on a conference call and webcast scheduled at 4:00 p.m. Central Time (5:00 p.m. Eastern Time) today, May 8, 2025. Online registration for this event conference call can be found at https://registrations.events/direct/Q4I191310. The live webcast of the conference call can be accessed from Sprout Social’s investor relations website at http://investors.sproutsocial.com.

Following completion of the events, a webcast replay will also be available at http://investors.sproutsocial.com for 12 months.

About Sprout Social
Sprout Social is a global leader in social media management and analytics software. Sprout’s unified platform puts powerful social data into the hands of approximately 30,000 brands so they can make strategic decisions that drive business growth and innovation. With a full suite of social media management solutions, Sprout offers comprehensive publishing and engagement functionality, customer care, connected workflows and AI-powered business intelligence. Sprout’s award-winning software operates across all major social media networks and digital platforms. For more information about Sprout Social (NASDAQ: SPT), visit sproutsocial.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “explore,” ”future,” “intend,” “long-term model,” “may,” “medium to longer term goals,” “might,” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “strategy,” “target,” “will,” “would,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. These statements may relate to our market size and growth strategy, our estimated and projected costs, margins, revenue, expenditures and customer and financial growth rates, our Q2 2025 and full year 2025 financial outlook, our plans and objectives for future operations, growth, initiatives or strategies. By their nature, these statements are subject to numerous uncertainties and risks, including factors beyond our control, that could cause actual results, performance or achievement to differ materially and adversely from those anticipated or implied in the forward-looking statements. These assumptions, uncertainties and risks include that, among others: we may not be able to sustain our revenue and customer growth rate in the future, including due to risks associated with our strategic focus on enterprise customers; price increases have and may continue to negatively impact demand for our products, customer acquisition and retention and reduce the total number of customers or customer additions; our business would be harmed by any significant interruptions, delays or outages in services from our platform, our API providers, or certain social media platforms; if we are unable to attract potential customers through unpaid channels, convert this traffic to free trials or convert free trials to paid subscriptions, our business and results of operations may be adversely affected; we may be unable to successfully enter new markets, manage our international expansion and comply with any applicable international laws and regulations; we may be unable to integrate acquired businesses or technologies successfully or achieve the expected benefits of such acquisitions and investments; unstable market, economic, and political conditions, such as recession risks, effects of inflation, trade tensions, changes in government spending, labor shortages, supply chain issues, high interest rates, and the impacts of current and potential future bank failures and ongoing overseas conflicts, have and could continue to adversely impact our business and that of our existing and prospective customers, which may result in reduced demand for our products; we may not be able to generate sufficient cash to service our indebtedness; covenants in our credit agreement may restrict our operations, and if we do not effectively manage our business to comply with these covenants, our financial condition could be adversely impacted; any cybersecurity-related attack, significant data breach or disruption of the information technology systems or networks on which we rely could negatively affect our business; changing regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and harm our brand; and risks related to ongoing legal proceedings. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 26, 2025 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, to be filed with the SEC as well as any future reports that we file with the SEC. Moreover, you should interpret many of the risks identified in those reports as being heightened as a result of the current and ongoing instability in market, economic, and political conditions. Forward-looking statements speak only as of the date the statements are made and are based on information available to Sprout Social at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. Sprout Social assumes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by law.

Use of Non-GAAP Financial Measures

We have provided in this press release certain financial information that has not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Our management uses these non-GAAP financial measures internally in analyzing our financial results and believes that use of these non-GAAP financial measures is useful to investors as an additional tool to evaluate 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. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable financial measures prepared in accordance with GAAP and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. A reconciliation of our historical non-GAAP financial measures to the most directly comparable GAAP measures has been provided in the financial statement tables included in this press release, and investors are encouraged to review these reconciliations.

Non-GAAP gross profit. We define non-GAAP gross profit as GAAP gross profit, excluding stock-based compensation expense, amortization expense associated with the acquired developed technology from our acquisition of Tagger Media, Inc. (the “Tagger acquisition”) and restructuring charges. We believe non-GAAP gross profit provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as it eliminates the effect of stock-based compensation, amortization expense and restructuring charges, which are often unrelated to overall operating performance.

Non-GAAP gross margin. We define non-GAAP gross margin as non-GAAP gross profit as a percentage of revenue.

Non-GAAP operating income. We define non-GAAP operating income as GAAP loss from operations, excluding stock-based compensation expense, amortization expense associated with the acquired intangible assets from the Tagger acquisition and restructuring charges. We believe non-GAAP operating income provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as it eliminates the effect of stock-based compensation, amortization expense and restructuring charges, which are often unrelated to overall operating performance.

Non-GAAP operating margin. We define non-GAAP operating margin as non-GAAP operating income (loss) as a percentage of revenue.

Non-GAAP net income. We define non-GAAP net income as GAAP net loss, excluding stock-based compensation expense, amortization expense associated with the acquired intangible assets from the Tagger acquisition and restructuring charges. We believe non-GAAP net income provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as this non-GAAP financial measure eliminates the effect of stock-based compensation, amortization expense and restructuring charges, which are often unrelated to overall operating performance.

Non-GAAP net income per share. We define non-GAAP net income per share as GAAP net loss per share attributable to common shareholders, basic and diluted, excluding stock-based compensation expense, amortization expense associated with the acquired intangible assets from the Tagger acquisition and restructuring charges. We believe non-GAAP net income per share provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as this non-GAAP financial measure eliminates the effect of stock-based compensation, amortization expense and restructuring charges, which are often unrelated to overall operating performance.

Non-GAAP free cash flow. We define non-GAAP free cash flow as net cash provided by operating activities less expenditures for property and equipment, interest payments on our revolving credit facility and payments related to restructuring charges. Non-GAAP free cash flow does not reflect our future contractual obligations or represent the total increase or decrease in our cash balance for a given period. We believe non-GAAP free cash flow is a useful indicator of liquidity that provides information to management and investors about the amount of cash provided by our core operations that, after expenditures for property and equipment, interest payments on our revolving credit facility and payments related to restructuring charges, is available for strategic initiatives.

Non-GAAP free cash flow margin. We define non-GAAP free cash flow margin as non-GAAP free cash flow as a percentage of revenue.

Non-GAAP sales and marketing expenses, non-GAAP research and development expenses and non-GAAP general and administrative expenses. Non-GAAP sales and marketing expenses, non-GAAP research and development expenses and non-GAAP general and administrative expenses are defined as sales and marketing expenses, research and development expenses and general and administrative expenses, respectively, less stock-based compensation expense, amortization expense associated with the acquired intangible assets from the Tagger acquisition and restructuring charges. We believe these non-GAAP measures provide our management and investors with insight into day-to-day operating expenses given that these measures eliminate the effect of stock-based compensation, amortization expense associated with the acquired intangible assets from the Tagger acquisition and restructuring charges.

Key Business Metrics

Remaining performance obligations (“RPO”). RPO, or remaining performance obligations, represents contracted revenue that has not yet been recognized, and includes deferred revenue and amounts that will be invoiced and recognized in future periods.

Current remaining performance obligations (“cRPO”). cRPO, or current RPO, represents contracted revenue that has not yet been recognized, and includes deferred revenue and amounts that will be invoiced and recognized in the next 12 months.

Number of customers contributing more than $10,000 in ARR. We define number of customers contributing more than $10,000 in ARR as those on a paid subscription plan that had more than $10,000 in ARR as of a period end. We view the number of customers that contribute more than $10,000 in ARR as a measure of our ability to scale with our customers and attract larger organizations. We believe this represents potential for future growth, including expanding within our current customer base.

Number of customers contributing more than $50,000 in ARR. We define number of customers contributing more than $50,000 in ARR as those on a paid subscription plan that had more than $50,000 in ARR as of a period end. We view the number of customers that contribute more than $50,000 in ARR as a measure of our ability to scale with large customers and attract sophisticated organizations. We believe this represents potential for future growth, including expanding within our current customer base.

While we no longer believe that ARR and number of customers are key performance indicators of Sprout Social’s business, these metrics are necessary for an understanding of how we define number of customers contributing over $10,000 in ARR and number of customers contributing over $50,000 in ARR. For this purpose, we define ARR as the annualized revenue run-rate of subscription agreements from all customers as of the last date of the specified period and we define a customer as a unique account, multiple accounts containing a common non-personal email domain, or multiple accounts governed by a single agreement or entity.

Availability of Information on Sprout Social’s Website and Social Media Profiles

Investors and others should note that Sprout Social routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the Sprout Social Investors website. We also intend to use the social media profiles listed below as a means of disclosing information about us to our customers, investors and the public. While not all of the information that the Company posts to the Sprout Social Investors website or to social media profiles is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in Sprout Social to review the information that it shares at the Investors link located at the bottom of the page on www.sproutsocial.com and to regularly follow our social media profiles. Users may automatically receive email alerts and other information about Sprout Social when enrolling an email address by visiting “Email Alerts” in the “Shareholder Services” section of Sprout Social’s Investor website at https://investors.sproutsocial.com/.

Social Media Profiles:
www.twitter.com/SproutSocial
www.twitter.com/SproutSocialIR
www.facebook.com/SproutSocialInc
www.linkedin.com/company/sprout-social-inc-/
www.instagram.com/sproutsocial

Contact

Media:
Layla Revis
Email: pr@sproutsocial.com
Phone: (866) 878-3231

Investors:
Alex Kurtz
Twitter: @SproutSocialIR
Email: investors@sproutsocial.com
Phone: (312) 528-9166

Sprout Social, Inc.
Consolidated Statements of Operations (Unaudited)
*(in thousands, except share and per share data)*

	Three Months Ended March 31,
		2025			2024
Revenue
Subscription	$	108,680		$	95,789
Professional services and other		609			995
Total revenue		109,289			96,784
Cost of revenue(1)
Subscription		24,473			22,205
Professional services and other		365			223
Total cost of revenue		24,838			22,428
Gross profit		84,451			74,356
Operating expenses
Research and development(1)		23,229			23,769
Sales and marketing(1)		47,452			44,540
General and administrative(1)		24,972			19,334
Total operating expenses		95,653			87,643
Loss from operations		(11,202	)		(13,287	)
Interest expense		(514	)		(1,046	)
Interest income		895			1,035
Other expense, net		(168	)		(406	)
Loss before income taxes		(10,989	)		(13,704	)
Income tax expense (benefit)		231			(129	)
Net loss	$	(11,220	)	$	(13,575	)
Net loss per share attributable to common shareholders, basic and diluted	$	(0.19	)	$	(0.24	)
Weighted-average shares outstanding used to compute net loss per share, basic and diluted		57,890,898			56,344,242

(1) Includes stock-based compensation expense as follows:
	Three Months Ended March 31,
		2025			2024
Cost of revenue	$	746		$	925
Research and development		6,206			5,450
Sales and marketing		5,936			7,376
General and administrative		6,907			4,315
Total stock-based compensation expense	$	19,795		$	18,066

Sprout Social, Inc.
Consolidated Balance Sheets (Unaudited)
*(in thousands, except share and per share data)*

	March 31, 2025			December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	100,902		$	86,437
Marketable securities		1,000			3,745
Accounts receivable, net of allowances of $3,119 and $2,169 at March 31, 2025 and December 31, 2024, respectively		64,783			84,033
Deferred Commissions		21,803			20,184
Prepaid expenses and other assets		19,057			15,816
Total current assets		207,545			210,215
Property and equipment, net		10,902			10,951
Deferred commissions, net of current portion		52,327			51,653
Operating lease, right-of-use asset		10,985			11,326
Goodwill		121,315			121,315
Intangible assets, net		20,621			21,914
Other assets, net		962			967
Total assets	$	424,657		$	428,341
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	7,260		$	6,984
Deferred revenue		173,952			178,585
Operating lease liability		3,504			3,747
Accrued wages and payroll related benefits		16,002			20,567
Accrued expenses and other		13,378			10,869
Total current liabilities		214,096			220,752
Revolving credit facility		20,000			25,000
Deferred revenue, net of current portion		944			1,101
Operating lease liability, net of current portion		13,960			14,543
Other non-current liabilities		348			351
Total liabilities		249,348			261,747

Stockholders’ equity

Class A common stock, par value $0.0001 per share; 1,000,000,000 shares authorized; 54,787,894 and 51,845,950 shares issued and outstanding, respectively, at March 31, 2025; 54,219,684 and 51,277,740 shares issued and outstanding, respectively, at December 31, 2024		4			4
Class B common stock, par value $0.0001 per share; 25,000,000 shares authorized; 6,536,301 and 6,329,357 shares issued and outstanding, respectively, at March 31, 2025; 6,687,582 and 6,480,638 shares issued and outstanding, respectively, at December 31, 2024		1			1
Additional paid-in capital		578,328			558,391
Treasury stock, at cost		(37,422	)		(37,422	)
Accumulated other comprehensive income		1			3
Accumulated deficit		(365,603	)		(354,383	)
Total stockholders’ equity		175,309			166,594
Total liabilities and stockholders’ equity	$	424,657		$	428,341

Sprout Social, Inc.
Consolidated Statements of Cash Flows (Unaudited)
*(in thousands)*

	Three Months Ended March 31,
		2025			2024
Cash flows from operating activities
Net loss	$	(11,220	)	$	(13,575	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization of property, equipment and software		1,225			887
Amortization of line of credit issuance costs		52			52
Accretion of discount on marketable securities		(7	)		(223	)
Amortization of acquired intangible assets		1,293			1,570
Amortization of deferred commissions		5,283			3,523
Amortization of right-of-use operating lease asset		341			436
Stock-based compensation expense		19,795			18,066
Provision for accounts receivable allowances		1,129			56
Changes in operating assets and liabilities, excluding impact from business acquisition
Accounts receivable		18,122			13,017
Prepaid expenses and other current assets		(3,229	)		(7,670	)
Deferred commissions		(7,577	)		(6,783	)
Accounts payable and accrued expenses		(1,487	)		(2,865	)
Deferred revenue		(4,790	)		5,648
Lease liabilities		(826	)		(975	)
Net cash provided by operating activities		18,104			11,164
Cash flows from investing activities
Expenditures for property and equipment		(1,357	)		(1,092	)
Payments for business acquisition, net of cash acquired		–			(1,409	)
Proceeds from maturity of marketable securities		2,750			22,555
Net cash provided by investing activities		1,393			20,054
Cash flows from financing activities
Repayments of line of credit		(5,000	)		(10,000	)
Employee taxes paid related to the net share settlement of stock-based awards		–			(1,476	)
Net cash used in financing activities		(5,000	)		(11,476	)
Net increase in cash, cash equivalents, and restricted cash		14,497			19,742
Cash, cash equivalents, and restricted cash
Beginning of period		90,418			53,695
End of period	$	104,915		$	73,437

The following schedule reflects our non-GAAP financial measures and reconciles our non-GAAP financial measures to the related GAAP financial measures (in thousands, except per share data):

Reconciliation of Non-GAAP Financial Measures

	Three Months Ended March 31,
		2025			2024
Reconciliation of Non-GAAP gross profit
Gross profit	$	84,451		$	74,356
Stock-based compensation expense		746			925
Amortization of acquired developed technology		705			705
Restructuring charges		416			–
Non-GAAP gross profit	$	86,318		$	75,986

Reconciliation of Non-GAAP operating income
Loss from operations	$	(11,202	)	$	(13,287	)
Stock-based compensation expense		19,795			18,066
Amortization of acquired intangible assets		1,213			1,213
Restructuring charges		2,731			–
Non-GAAP operating income	$	12,537		$	5,992

Reconciliation of Non-GAAP net income
Net loss	$	(11,220	)	$	(13,575	)
Stock-based compensation expense		19,795			18,066
Amortization of acquired intangible assets		1,213			1,213
Restructuring charges		2,731			–
Non-GAAP net income	$	12,519		$	5,704

Reconciliation of Non-GAAP net income per share
Net loss per share attributable to common shareholders, basic and diluted	$	(0.19	)	$	(0.24	)
Stock-based compensation expense		0.34			0.32
Amortization of acquired intangible assets		0.02			0.02
Restructuring charges		0.05			–
Non-GAAP net income per share	$	0.22		$	0.10

Reconciliation of Non-GAAP free cash flow
Net cash provided by operating activities	$	18,104		$	11,164
Expenditures for property and equipment		(1,357	)		(1,092	)
Interest paid on credit facility		484			1,260
Payments related to restructuring charges		2,249			–
Non-GAAP free cash flow	$	19,480		$	11,332

The MIL Network –

May 9, 2025

MIL-OSI: PubMatic Announces First Quarter 2025 Financial Results; Board of Directors Authorizes $100M Expansion of Share Repurchase Program

Source: GlobeNewswire (MIL-OSI)

Delivered revenue and adjusted EBITDA ahead of guidance;

Revenue from omnichannel video, including CTV, grew 20% and was 40% of total revenue;

CTV revenue grew over 50% year-over-year; and

Supply Path Optimization represented a record 55%+ of total activity

NO-HEADQUARTERS/REDWOOD CITY, Calif., May 08, 2025 (GLOBE NEWSWIRE) — PubMatic, Inc. (Nasdaq: PUBM), an independent technology company delivering digital advertising’s supply chain of the future, today reported financial results for the first quarter ending March 31, 2025.

“We are pleased with our Q1 performance, exceeding guidance on both the top and bottom line driven by the secular growth areas in our business. Ongoing investments in product innovation and go to market teams drove 21% year over year growth in our underlying business, with momentum carrying into April,” said Rajeev Goel, co-founder and CEO at PubMatic. “We firmly believe the current environment serves as a catalyst to accelerate the shift to programmatic and AI-driven solutions. Sell-side activation is emerging as the preferred model across the open internet as advertiser demand for more transparent, performant paths to inventory and data continues to increase. PubMatic sits at the forefront of this transformation while creating value for the entire supply chain.”

First Quarter 2025 Financial Highlights

Revenue in the first quarter of 2025 was $63.8 million, compared to $66.7 million in the same period of 2024;
Net dollar-based retention¹ was 102% for the trailing twelve-months ended March 31, 2025, compared to 106% in the comparable trailing twelve-month period a year ago;
GAAP net loss was $(9.5) million with a margin of (15)%, or $(0.20) per diluted share in the first quarter, compared to GAAP net loss of $(2.5) million with a margin of (4)%, or $(0.05) per diluted share in the same period of 2024;
Adjusted EBITDA was $8.5 million, or 13% margin, compared to $15.1 million, or a 23% margin, in the same period of 2024;
Non-GAAP net loss was $(1.8) million, or $(0.04) per diluted share in the first quarter, compared to Non-GAAP net income of $4.8 million, or $0.09 per diluted share in the same period of 2024;
Net cash provided by operating activities was $15.6 million, compared to $24.3 million in the same period of 2024;
Total cash, cash equivalents, and marketable securities of $144.1 million as of March 31, 2025 with no debt;
Through March 31, 2025, used $138.2 million to repurchase 8.7 million shares of Class A common stock, representing 17% of fully diluted shares as of the program’s inception. PubMatic’s Board of Directors has authorized a $100.0 million expansion of the share repurchase program through 2026.

The section titled “Non-GAAP Financial Measures” below describes our usage of non-GAAP financial measures. Reconciliations between historical GAAP and non-GAAP information are contained at the end of this press release following the accompanying financial data.

Business Highlights

Omnichannel platform drives revenue in key secular growth areas

Revenue from CTV grew over 50% year-over-year. PubMatic partners with 80% of the top 30 streaming publishers.
Revenue from omnichannel video, which includes CTV, grew 20% year-over-year and represented 40% of total revenue.

PubMatic’s Sell-Side Platform continues to scale; deliver performance

Premium CTV inventory continues to scale, with new and expanded partnerships across the globe including Spectrum Reach, the advertising division of Charter Communications, TCL for live sports streaming content and the BBC’s free ad supported streaming channels.
Supply Path Optimization represented a record 55%+ of total activity on our platform in Q1 2025, up from 50% a year ago, driven by Activate, CTV Marketplace, and robust sell-side targeting capabilities. PubMatic received the The Supply Path Optimization (SPO) Award as part of AdExchanger’s 2025 Programmatic Impact Awards, highlighting the performance impact of Activate.
Activity from mid-market DSPs that specialize in performance marketing almost tripled on a year-over-year basis. These buyers are rapidly scaling ad spend on PubMatic as they prioritize access to premium supply, addressable audiences, and full-funnel sell-side solutions.
Kroger Precision Marketing (KPM) consolidated activity on PubMatic as part of their effort to improve media performance by reducing the number of supply partners by 70%. As a result of the partnership, KPM saw a 20% increase in click through rates in campaigns transacted via PubMatic.
Publishers using PubMatic’s audience curation tools see up to a 10% increase in advertising revenue, due to an increased diversity of ad buyers and higher CPMs.

Launched upgraded Gen AI buyer platform

This end-to-end platform combines proprietary supply-side intelligence with AI-powered buying tools. It delivers efficiency gains and superior outcomes for advertisers, agencies and curators, while streamlining every stage of the media buying process—from audience and inventory discovery and forecasting to curation, activation, and performance optimization.
Offers ad buyers direct access to nearly the entire open internet – approximately 1,950 premium publishers, privacy-safe audience data from 190 data partners, and over 829 billion daily ad impressions.

Owned and operated infrastructure drives operational efficiencies

Infrastructure optimization initiatives combined with limited capex drove nearly 75 trillion impressions processed in Q1 2025, an increase of 29% over Q1 2024.
Cost of revenue per million impressions processed decreased 20% on a trailing twelve month period, as compared to the prior period.

“We delivered a strong first quarter and our 36th consecutive quarter of adjusted EBITDA profitability. Looking to the second half of the year, based on the strong momentum we are seeing in our underlying business, combined with our go-to-market and innovation investments, we expect our underlying revenues to continue growing 15%+,” said Steve Pantelick, CFO at PubMatic. “Additionally, we have implemented a prudent operational plan that will allow us to continue investing behind the fastest growing programmatic opportunities, while also protecting our profitability and balance sheet. This, coupled with our durable business model, gives us confidence that we can successfully navigate the current environment and be well positioned for future market share gains.”

Financial Outlook

Our outlook assumes that general market conditions do not significantly deteriorate as it relates to current macroeconomic and geopolitical conditions.

Accordingly, we estimate the following for the second quarter of 2025:

Revenue to be between $66 million to $70 million, inclusive of the impact from one of our top DSP buyers that revised its auction approach in mid 2024.
Adjusted EBITDA to be in the range of $9 million to $12 million, representing approximately a 17% margin at the midpoint. Adjusted EBITDA expectation assumes a negative foreign currency exchange impact predominantly from Euro and Pound Sterling expenses.

Although we provide guidance for adjusted EBITDA, we are not able to provide guidance for net income, the most directly comparable GAAP measure. Certain elements of the composition of GAAP net income, including stock-based compensation expenses, are not predictable, making it impractical for us to provide guidance on net income or to reconcile our adjusted EBITDA guidance to net income without unreasonable efforts. For the same reason, we are unable to address the probable significance of the unavailable information.

Conference Call and Webcast details

PubMatic will host a conference call to discuss its financial results on Tuesday, May 8, 2025 at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time). A live webcast of the call can be accessed from PubMatic’s Investor Relations website at https://investors.pubmatic.com. An archived version of the webcast will be available from the same website after the call.

Non-GAAP Financial Measures

In addition to our results determined in accordance with U.S. generally accepted accounting principles (GAAP), including, in particular operating income (loss), net cash provided by operating activities, and net income (loss), we believe that adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income (loss), non-GAAP net income (loss) per diluted share and free cash flow, each a non-GAAP measure, are useful in evaluating our operating performance. We define adjusted EBITDA as net income (loss) adjusted for stock-based compensation expense, depreciation and amortization, interest income, and benefit from income taxes. Adjusted EBITDA margin represents adjusted EBITDA calculated as a percentage of revenue. We define non-GAAP net income (loss) as net income (loss) adjusted for stock-based compensation expense and adjustments for income taxes. We define non-GAAP free cash flow as net cash provided by operating activities reduced by purchases of property and equipment and capitalized software development costs.

In addition to operating income (loss) and net income (loss), we use adjusted EBITDA, non-GAAP net income (loss), and free cash flow as measures of operational efficiency. We believe that these non-GAAP financial measures are useful to investors for period to period comparisons of our business and in understanding and evaluating our operating results for the following reasons:

Adjusted EBITDA and non-GAAP net income (loss) are widely used by investors and securities analysts to measure a company’s operating performance without regard to items such as stock-based compensation expense, depreciation and amortization, interest expense, and benefit from income taxes that can vary substantially from company to company depending upon their financing, capital structures and the method by which assets were acquired; and,
Our management uses adjusted EBITDA, non-GAAP net income (loss), and free cash flow in conjunction with GAAP financial measures for planning purposes, including the preparation of our annual operating budget, as a measure of operating performance or, in the case of free cash flow, as a measure of liquidity, and the effectiveness of our business strategies and in communications with our board of directors concerning our financial performance; and adjusted EBITDA provides consistency and comparability with our past financial performance, facilitates period-to-period comparisons of operations, and also facilitates comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results.

Our use of non-GAAP financial measures has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are as follows:

Adjusted EBITDA does not reflect: (a) changes in, or cash requirements for, our working capital needs; (b) the potentially dilutive impact of stock-based compensation; or (c) tax payments that may represent a reduction in cash available to us;
Although depreciation and amortization expense are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; and
Non-GAAP net income (loss) does not include: (a) the potentially dilutive impact of stock-based compensation; and (b) income tax effects for stock-based compensation

Because of these and other limitations, you should consider adjusted EBITDA, non-GAAP net income, and free cash flow along with other GAAP-based financial measures, including net income (loss) and cash flow from operating activities, and our GAAP financial results.

Forward Looking Statements

This press release contains “forward-looking statements” regarding our future business expectations, including our guidance relating to our revenue and adjusted EBITDA for the second quarter of 2025 and capex for the full year 2025, our expectations regarding our total addressable market, future market growth, and our ability to gain market share. These forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions and may differ materially from actual results due to a variety of factors including: our dependency on the overall demand for advertising and the channels we rely on; our existing customers not expanding their usage of our platform, or our failure to attract new publishers and buyers; our ability to maintain and expand access to spend from buyers and valuable ad impressions from publishers; the rejection of the use of digital advertising by consumers through opt-in, opt-out or ad-blocking technologies or other means; our failure to innovate and develop new solutions that are adopted by publishers; the war between Ukraine and Russia and the ongoing conflict between Israel and Palestine, and the related measures taken in response by the global community; the impacts of inflation, tariffs and recessionary fears as well as fiscal tightening, changes in the interest rate environment and continuing volatility in global capital markets; global macroeconomic uncertainty; limitations imposed on our collection, use or disclosure of data about advertisements; the lack of similar or better alternatives to the use of third-party cookies, mobile device IDs or other tracking technologies if such uses are restricted; any failure to scale our platform infrastructure to support anticipated growth and transaction volume; liabilities or fines due to publishers, buyers, and data providers not obtaining consents from consumers for us to process their personal data; any failure to comply with laws and regulations related to data privacy, data protection, information security, and consumer protection; and our ability to manage our growth. Moreover, we operate in a competitive and rapidly changing market, and new risks may emerge from time to time. For more information about risks and uncertainties associated with our business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of our SEC filings, including but not limited to, our annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which are available on our investor relations website at https://investors.pubmatic.com and on the SEC website at www.sec.gov. Additional information will also be set forth in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. All information in this press release is as of May 8, 2025. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

About PubMatic

PubMatic is an independent technology company maximizing customer value by delivering digital advertising’s supply chain of the future. PubMatic’s sell-side platform empowers the world’s leading digital content creators across the open internet to control access to their inventory and increase monetization by enabling marketers to drive return on investment and reach addressable audiences across ad formats and devices. Since 2006, PubMatic’s infrastructure-driven approach has allowed for the efficient processing and utilization of data in real time. By delivering scalable and flexible programmatic innovation, PubMatic improves outcomes for its customers while championing a vibrant and transparent digital advertising supply chain.


CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (unaudited)

	March 31, 2025			December 31, 2024
ASSETS
Current assets
Cash and cash equivalents	$	101,811		$	100,452
Marketable securities		42,315			40,135
Accounts receivable, net		349,123			424,814
Prepaid expenses and other current assets		12,018			10,145
Total current assets		505,267			575,546
Property, equipment and software, net		54,386			58,522
Operating lease right-of-use assets		42,575			44,402
Acquisition-related intangible assets, net		3,889			4,284
Goodwill		29,577			29,577
Deferred tax assets		29,619			24,864
Other assets, non-current		3,289			2,324
TOTAL ASSETS	$	668,602		$	739,519
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	323,611		$	386,602
Accrued liabilities		20,309			26,365
Operating lease liabilities, current		6,241			5,843
Total current liabilities		350,161			418,810
Operating lease liabilities, non-current		38,649			39,538
Other liabilities, non-current		4,191			3,908
TOTAL LIABILITIES		393,001			462,256
Stockholders’ equity
Common stock		6			6
Treasury stock		(150,409	)		(146,796	)
Additional paid-in capital		286,471			275,304
Accumulated other comprehensive loss		(366	)		(636	)
Retained earnings		139,899			149,385
TOTAL STOCKHOLDERS’ EQUITY		275,601			277,263
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	668,602		$	739,519


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (unaudited)

	Three Months Ended March 31,
		2025			2024
Revenue	$	63,825		$	66,701
Cost of revenue⁽¹⁾		25,588			25,424
Gross profit		38,237			41,277
Operating expenses:⁽¹⁾
Technology and development		8,772			7,960
Sales and marketing		26,799			24,815
General and administrative		14,569			14,027
Total operating expenses		50,140			46,802
Operating loss		(11,903	)		(5,525	)
Interest income		1,593			2,564
Other income (expense), net		(1,014	)		258
Loss before income taxes		(11,324	)		(2,703	)
Benefit from income taxes		(1,838	)		(249	)
Net loss	$	(9,486	)	$	(2,454	)

Basic and diluted net loss per share of Class A and Class B stock	$	(0.20	)	$	(0.05	)
Weighted-average shares used to compute net loss per share attributable to common stockholders:
Basic		48,346			50,039
Diluted		48,346			50,039

⁽¹⁾Stock-based compensation expense includes the following:


STOCK-BASED COMPENSATION EXPENSE (In thousands) (unaudited)

	Three Months Ended March 31,
		2025		2024
Cost of revenue	$	474	$	437
Technology and development		1,585		1,441
Sales and marketing		3,463		3,238
General and administrative		4,176		3,995
Total stock-based compensation expense	$	9,698	$	9,111


CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (In thousands) (unaudited)

	Three Months Ended March 31,
		2025			2024
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(9,486	)	$	(2,454	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		11,676			11,212
Stock-based compensation		9,698			9,111
Deferred income taxes		(4,754	)		(4,667	)
Accretion of discount on marketable securities		(454	)		(1,234	)
Non-cash operating lease expense		1,928			1,690
Other		(223	)		(1	)
Changes in operating assets and liabilities:
Accounts receivable		75,691			72,184
Prepaid expenses and other assets		5,681			(196	)
Accounts payable		(62,578	)		(58,444	)
Accrued liabilities		(11,287	)		(1,784	)
Operating lease liabilities		(590	)		(1,380	)
Other liabilities, non-current		319			257
Net cash provided by operating activities		15,621			24,294
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(1,441	)		(801	)
Capitalized software development costs		(6,880	)		(7,231	)
Purchases of marketable securities		(15,307	)		(34,336	)
Proceeds from maturities of marketable securities		13,559			38,500
Net cash used in investing activities		(10,069	)		(3,868	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of business combination indemnification claims holdback		—			(2,148	)
Proceeds from exercise of stock options		563			939
Principal payments on finance lease obligations		(35	)		(32	)
Payments to acquire treasury stock		(5,000	)		(17,500	)
Net cash used in financing activities		(4,472	)		(18,741	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		1,080			1,685
Effect of foreign currency on cash		279			—
CASH AND CASH EQUIVALENTS – Beginning of period		100,452			78,509
CASH AND CASH EQUIVALENTS – End of period	$	101,811		$	80,194


RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (In thousands, except per share amounts) (unaudited)

	Three Months Ended March 31,
		2025			2024
Reconciliation of net loss:
Net loss	$	(9,486	)	$	(2,454	)
Add back (deduct):
Stock-based compensation		9,698			9,111
Depreciation and amortization		11,676			11,212
Interest income		(1,593	)		(2,564	)
Benefit from income taxes		(1,838	)		(249	)
Adjusted EBITDA	$	8,457		$	15,056
Revenue	$	63,825		$	66,701
Adjusted EBITDA margin		13	%		23	%


	Three Months Ended March 31,
		2025			2024
Reconciliation of net loss per share:
Net loss	$	(9,486	)	$	(2,454	)
Add back (deduct):
Stock-based compensation		9,698			9,111
Adjustment for income taxes		(2,055	)		(1,886	)
Non-GAAP net income (loss)	$	(1,843	)	$	4,771
GAAP diluted EPS	$	(0.20	)	$	(0.05	)
Non-GAAP diluted EPS	$	(0.04	)	$	0.09
GAAP weighted average shares outstanding—diluted		48,346			50,039
Non-GAAP weighted average shares outstanding—diluted		48,346			55,006

Reported GAAP diluted loss and Non-GAAP diluted loss per share for the three months ended March 31, 2025, and reported GAAP diluted loss per share for the three months ended March 31, 2024 were calculated using basic share count. Non-GAAP diluted earnings per share for the three months ended March 31, 2024 was calculated using diluted share count which includes approximately 5 million shares of dilutive securities related to employee stock awards.


SUPPLEMENTAL CASH FLOW INFORMATION COMPUTATION OF FREE CASH FLOW, A NON-GAAP MEASURE (In thousands) (unaudited)

	Three Months Ended March 31,
		2025			2024
Reconciliation of cash provided by operating activities:
Net cash provided by operating activities	$	15,621		$	24,294
Less: Purchases of property and equipment		(1,441	)		(801	)
Less: Capitalized software development costs		(6,880	)		(7,231	)
Free cash flow	$	7,300		$	16,262

^¹ Net dollar-based retention is calculated by starting with the revenue from publishers in the trailing twelve months ended March 31, 2024 (Prior Period Revenue). We then calculate the revenue from these same publishers in the trailing twelve months ended March 31, 2025 (Current Period Revenue). Current Period Revenue includes any upsells and is net of contraction or attrition, but excludes revenue from new publishers. Our net dollar-based retention rate equals the Current Period Revenue divided by Prior Period Revenue. Net dollar-based retention rate is an important indicator of publisher satisfaction and usage of our platform, as well as potential revenue for future periods

The MIL Network –

May 9, 2025

MIL-OSI: ARKO Corp. Reports First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

RICHMOND, Va., May 08, 2025 (GLOBE NEWSWIRE) — ARKO Corp. (Nasdaq: ARKO) (“ARKO” or the “Company”), a Fortune 500 company and one of the largest convenience store operators in the United States, today announced financial results for the first quarter ended March 31, 2025.

First Quarter 2025 Key Highlights (vs. Year-Ago Quarter) ^1,2

Net loss for the quarter was $12.7 million compared to a net loss of $0.6 million.
Adjusted EBITDA for the quarter was $30.9 million compared to $33.2 million.
Merchandise margin for the quarter increased to 33.2% compared to 32.5%.
Merchandise contribution for the quarter was $117.6 million compared to $134.9 million; more than half of the merchandise contribution decline for the quarter was associated with the Company’s accretive dealerization program.
Retail fuel margin for the quarter was 37.9 cents per gallon compared to 36.4 cents per gallon.
Retail fuel contribution for the quarter was $85.3 million compared to $92.9 million; more than half of the retail fuel contribution decline for the quarter was associated with the Company’s accretive dealerization program.

Other Key Highlights

As part of the Company’s developing transformation plan, the Company converted 59 retail stores to dealer sites during the three months ended March 31, 2025. In April of 2025, the Company converted 18 additional retail stores to dealer sites and plans to convert a meaningful number of additional stores throughout 2025. The Company continues to expect that, at scale, this channel optimization will yield a cumulative annualized operating income benefit in excess of $20 million.
The Company advanced its store remodeling initiative, which is expected to include an expanded and refined merchandise assortment with an enhanced in-store experience and a focus on food. These remodels are designed to elevate the customer experience through improved store layout and convenience. The Company began construction of the first of its seven planned pilot remodels in early May 2025 and expects to begin construction on the second pilot remodel in mid-May 2025.
In the first quarter of 2025, the Company opened a new Dunkin’ store and a fastmarket^(R) location. Additionally, the Company expects to open four NTI (new-to-industry) stores in the second half of 2025. Three of these NTIs have started construction, with one store awaiting a final permit.
On March 12, 2025, the Company started its Fueling America’s Future campaign in its stores, centered around providing enrolled loyalty customers with both value promotions inside the store and significant discounts at the pump.
The Board declared a quarterly dividend of $0.03 per share of common stock to be paid on May 30, 2025 to stockholders of record as of May 19, 2025.

¹ See Use of Non-GAAP Measures below.
² All figures for fuel costs, fuel contribution and fuel margin per gallon exclude the estimated fixed margin or fixed fee paid to the Company’s wholesale fuel distribution subsidiary, GPM Petroleum LP (“GPMP”) for the cost of fuel (intercompany charges by GPMP).

“Despite a pressured consumer environment, we effectively navigated ongoing macroeconomic headwinds in the first quarter,” said Arie Kotler, Chairman, President and Chief Executive Officer of ARKO. “We delivered results above the midpoint of our guidance, underscoring our commitment to execution with discipline and remaining focused on what we can control. This quarter, we also faced incremental pressure from adverse weather conditions in January and February, which impacted sales and increased snow removal expenses across key regions, and from lapping of a leap day in the first quarter of the prior year. We also continued to advance key elements of our transformation strategy – converting company-operated retail stores to dealer sites, advancing our NTI store rollout, and enhancing customer engagement through food service and targeted loyalty initiatives both in-store and at the pump. We remain focused on executing across the business while keeping our long-term strategic priorities firmly in view.”

Mr. Kotler continued: “As we move forward in 2025, we remain committed to driving shareholder returns. We repurchased 1.3 million shares during the first quarter, with substantially all of those repurchases executed in March. We are focused on using all available tools to support long-term value creation and taking a disciplined approach to capital deployment. These actions reflect our commitment to shareholders and represent a strategic and thoughtful path to delivering meaningful returns.”

First Quarter 2025 Segment Highlights

Retail

	For the Three Months Ended March 31,
	2025			2024
	(in thousands)
Fuel gallons sold		225,063			255,464
Same store fuel gallons sold decrease (%) ¹		(6.2	%)		(6.7	%)
Fuel contribution ²	$	85,273		$	92,933
Fuel margin, cents per gallon ³		37.9			36.4
Same store fuel contribution ^1,2	$	83,027		$	86,275
Same store merchandise sales decrease (%) ¹		(6.9	%)		(4.1	%)
Same store merchandise sales excluding cigarettes decrease (%) ¹		(5.2	%)		(3.0	%)
Merchandise revenue	$	354,485		$	414,655
Merchandise contribution ⁴	$	117,570		$	134,918
Merchandise margin ⁵		33.2	%		32.5	%
Same store merchandise contribution ^1,4	$	114,046		$	120,666
Same store site operating expenses ¹	$	169,994		$	172,325

¹Same store is a common metric used in the convenience store industry. The Company considers a store a same store beginning in the first quarter in which the store had a full quarter of activity in the prior year. Refer to Use of Non-GAAP Measures below for discussion of this measure.
²Calculated as fuel revenue less fuel costs; excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel.
³Calculated as fuel contribution divided by fuel gallons sold.
⁴Calculated as merchandise revenue less merchandise costs.
⁵Calculated as merchandise contribution divided by merchandise revenue.

Merchandise contribution for the first quarter of 2025 decreased $17.3 million, or 12.9%, compared to the first quarter of 2024, while merchandise margin increased to 33.2% in the first quarter of 2025 compared to 32.5% in the prior year period. The decrease in merchandise contribution was due to a decrease of $12.8 million related to retail stores that were closed or converted to dealers in the trailing 12 month period and a decrease in same store merchandise contribution of $6.6 million, primarily caused by a decline in customer transactions reflecting the challenging macroeconomic environment as well as severe weather conditions in January and February 2025 in certain of the markets in which the Company operates. These decreases were partially offset by an increase in merchandise contribution of $1.8 million from the SpeedyQ acquisition that closed in April 2024. Merchandise contribution at same stores decreased in the first quarter of 2025 primarily due to lower contribution from several core destination categories and cigarettes.

Fuel contribution for the first quarter of 2025 decreased $7.7 million, or 8.2%, compared to the first quarter of 2024, with a same store fuel contribution decrease of $3.2 million attributable to gallon demand declines, reflecting the challenging macroeconomic environment as well as severe weather conditions in January and February 2025 in certain of the markets in which the Company operates. Fuel margin of 37.9 cents per gallon was up 1.5 cents per gallon compared to the first quarter of 2024. In addition, a decrease in retail fuel contribution of $5.8 million was related to retail stores that were closed or converted to dealers in the trailing 12 month period, partially offset by incremental fuel contribution from the SpeedyQ acquisition of approximately $1.3 million.

Wholesale

	For the Three Months Ended March 31,
	2025		2024
	(in thousands)
Fuel gallons sold – fuel supply locations		191,077		186,731
Fuel gallons sold – consignment agent locations		36,515		37,504
Fuel contribution ¹– fuel supply locations	$	11,453	$	11,562
Fuel contribution ¹– consignment agent locations	$	8,594	$	9,168
Fuel margin, cents per gallon ²– fuel supply locations		6.0		6.2
Fuel margin, cents per gallon ²– consignment agent locations		23.5		24.4

¹Calculated as fuel revenue less fuel costs; excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel.
²Calculated as fuel contribution divided by fuel gallons sold.
Note: Comparable wholesale sites exclude retail stores converted to dealers, until the first quarter in which these sites had a full quarter of wholesale activity in the prior year.

For the first quarter of 2025, wholesale operating income increased $0.3 million, compared to the first quarter of 2024. Additional operating income from retail sites converted to dealers in the trailing 12 month period more than offset reduced operating income at comparable wholesale sites.

Fuel contribution was $20.0 million for the first quarter of 2025 compared to $20.7 million for the first quarter of 2024. Fuel contribution for the first quarter of 2025 at fuel supply locations decreased by $0.1 million, and fuel contribution at consignment agent locations decreased by $0.6 million, as compared to the prior year period, with fuel margin decreases of 0.2 cents per gallon and 0.9 cents per gallon, respectively, due principally to lower volumes at comparable wholesale sites primarily due to severe weather conditions in January and February 2025 in certain of the markets in which the Company operates, which was partially offset by incremental contribution from retail stores converted to dealers. For the first quarter of 2025, other revenues, net increased by approximately $3.5 million, and site operating expenses increased by $2.5 million in each case as compared to the first quarter of 2024, resulting primarily from retail stores which converted to dealers in the trailing 12 month period.

Fleet Fueling

	For the Three Months Ended March 31,
	2025		2024
	(in thousands)
Fuel gallons sold – proprietary cardlock locations		31,918		33,449
Fuel gallons sold – third-party cardlock locations		3,175		3,199
Fuel contribution ¹– proprietary cardlock locations	$	14,706	$	13,669
Fuel contribution ¹– third-party cardlock locations	$	596	$	247
Fuel margin, cents per gallon ²– proprietary cardlock locations		46.1		40.9
Fuel margin, cents per gallon ²– third-party cardlock locations		18.7		7.7

¹Calculated as fuel revenue less fuel costs; excludes the estimated fixed fee paid to GPMP for the cost of fuel.
²Calculated as fuel contribution divided by fuel gallons sold.

Fuel contribution for the first quarter of 2025 increased by $1.4 million compared to the first quarter of 2024. At proprietary cardlocks, fuel contribution increased by $1.0 million, and fuel margin per gallon also increased for the first quarter of 2025 compared to the first quarter of 2024 primarily due to favorable diesel margins. At third-party cardlock locations, fuel contribution increased by $0.4 million, and fuel margin per gallon also increased for the first quarter of 2025 compared to the first quarter of 2024, primarily due to the closure of underperforming third-party locations.

Site Operating Expenses

For the three months ended March 31, 2025, convenience store operating expenses decreased $20.8 million, or 10.5%, compared to the prior year period primarily due to a decrease of $22.2 million from retail stores that were closed or converted to dealers and a decrease in same store operating expenses of $2.3 million, or 1.4%, related to lower personnel costs and credit card fees, partially offset by higher snow removal expenses resulting from severe weather conditions in certain of the markets in which the Company operates. These decreases were partially offset by $3.3 million of incremental expenses related to the SpeedyQ acquisition that closed in April 2024.

Liquidity and Capital Expenditures

As of March 31, 2025, the Company’s total liquidity was approximately $847 million, consisting of approximately $265 million of cash and cash equivalents and approximately $582 million of availability under lines of credit. Outstanding debt was $880 million, resulting in net debt, excluding lease related financing liabilities, of approximately $615 million. Capital expenditures were approximately $27.4 million for the quarter ended March 31, 2025, including the purchase of a fee property, investments in NTI stores, EV chargers, upgrades to fuel dispensers and other investments in stores.

Quarterly Dividend and Share Repurchase Program

The Company’s ability to return cash to its stockholders through its cash dividend program and share repurchase program is consistent with its capital allocation framework and reflects the Company’s confidence in the strength of its cash generation ability and strong financial position.

The Board declared a quarterly dividend of $0.03 per share of common stock to be paid on May 30, 2025 to stockholders of record as of May 19, 2025.

During the quarter, the Company repurchased approximately 1.3 million shares of common stock under its previously announced repurchase program for approximately $5.2 million, or an average price of $4.01 per share. There was approximately $20.5 million remaining under the share repurchase program as of March 31, 2025.

Company-Operated Retail Store Count and Segment Update

The following tables present certain information regarding changes in the retail, wholesale and fleet fueling segments for the periods presented:

	For the Three Months Ended March 31,
Retail Segment	2025			2024
Number of sites at beginning of period		1,389			1,543
Newly opened or reopened sites		2			1
Company-controlled sites converted to
consignment or fuel supply locations, net		(59	)		—
Sites closed, divested or converted to rentals		(3	)		(4	)
Number of sites at end of period		1,329			1,540

	For the Three Months Ended March 31,
Wholesale Segment ¹	2025			2024
Number of sites at beginning of period		1,922			1,825
Newly opened or reopened sites ²		6			9
Consignment or fuel supply locations converted
from Company-controlled sites, net		59			—
Closed or divested sites		(26	)		(18	)
Number of sites at end of period		1,961			1,816

¹Excludes bulk and spot purchasers.
²Includes all signed fuel supply agreements irrespective of fuel distribution commencement date.

	For the Three Months Ended March 31,
Fleet Fueling Segment	2025			2024
Number of sites at beginning of period		280			298
Newly opened or reopened sites		1			—
Closed or divested sites		(1	)		(2	)
Number of sites at end of period		280			296

Full Year and Second Quarter 2025 Guidance Range

The Company currently expects second quarter 2025 Adjusted EBITDA to range between $70 million and $80 million, with an assumed range of average total retail fuel margin from 42.5 to 44.5 cents per gallon. The Company is maintaining its full year 2025 Adjusted EBITDA range of $233 million to $253 million, with an assumed range of average total retail fuel margin from 40 to 42 cents per gallon.

The Company is not providing guidance on net income at this time due to the volatility of certain required inputs that are not available without unreasonable efforts, including future fair value adjustments associated with its stock price, as well as depreciation and amortization related to its capital allocation as part of its focus on accelerating organic growth.

Conference Call and Webcast Details

The Company will host a conference call today, May 8, 2025, to discuss these results at 5:00 p.m. Eastern Time. Investors and analysts interested in participating in the live call can dial 888-396-8049 or 416-764-8646.

A simultaneous, live webcast will also be available on the Investor Relations section of the Company’s website at https://www.arkocorp.com/news-events/ir-calendar. The webcast will be archived for 30 days.

About ARKO Corp.

ARKO Corp. (Nasdaq: ARKO) is a Fortune 500 company that owns 100% of GPM Investments, LLC and is one of the largest operators of convenience stores and wholesalers of fuel in the United States. Based in Richmond, VA, our highly recognizable Family of Community Brands offers delicious, prepared foods, beer, snacks, candy, hot and cold beverages, and multiple popular quick serve restaurant brands. We operate in four reportable segments: retail, which includes convenience stores selling merchandise and fuel products to retail customers; wholesale, which supplies fuel to independent dealers and consignment agents; fleet fueling, which includes the operation of proprietary and third-party cardlock locations, and issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites; and GPM Petroleum, which sells and supplies fuel to our retail and wholesale sites and charges a fixed fee, primarily to our fleet fueling sites. To learn more about GPM stores, visit: www.gpminvestments.com. To learn more about ARKO, visit: www.arkocorp.com.

Forward-Looking Statements

This document includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, the Company’s expected financial and operational results and the related assumptions underlying its expected results. These forward-looking statements are distinguished by use of words such as “accretive,” “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “guidance,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and the negative of these terms, and similar references to future periods. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things, changes in economic, business and market conditions; the Company’s ability to maintain the listing of its common stock and warrants on the Nasdaq Stock Market; changes in its strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; expansion plans and opportunities; changes in the markets in which it competes; changes in applicable laws or regulations, including those relating to environmental matters; market conditions and global and economic factors beyond its control; and the outcome of any known or unknown litigation and regulatory proceedings. Detailed information about these factors and additional important factors can be found in the documents that the Company files with the Securities and Exchange Commission, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. The Company does not undertake an obligation to update forward-looking information, except to the extent required by applicable law.

Use of Non-GAAP Measures

The Company discloses certain measures on a “same store basis,” which is a non-GAAP measure. Information disclosed on a “same store basis” excludes the results of any store that is not a “same store” for the applicable period. A store is considered a same store beginning in the first quarter in which the store had a full quarter of activity in the prior year. The Company believes that this information provides greater comparability regarding its ongoing operating performance. Neither this measure nor those described below should be considered an alternative to measurements presented in accordance with generally accepted accounting principles in the United States (“GAAP”).

The Company defines EBITDA as net income (loss) before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further adjusts EBITDA by excluding the gain or loss on disposal of assets, impairment charges, acquisition and divestiture costs, share-based compensation expense, other non-cash items, and other unusual or non-recurring charges. Both EBITDA and Adjusted EBITDA are non-GAAP financial measures.

The Company uses EBITDA and Adjusted EBITDA for operational and financial decision-making and believe these measures are useful in evaluating its performance because they eliminate certain items that it does not consider indicators of its operating performance. EBITDA and Adjusted EBITDA are also used by many of its investors, securities analysts, and other interested parties in evaluating its operational and financial performance across reporting periods. The Company believes that the presentation of EBITDA and Adjusted EBITDA provides useful information to investors by allowing an understanding of key measures that it uses internally for operational decision-making, budgeting, evaluating acquisition targets, and assessing its operating performance.

EBITDA and Adjusted EBITDA are not recognized terms under GAAP and should not be considered as a substitute for net income (loss) or any other financial measure presented in accordance with GAAP. These measures have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of its results as reported under GAAP. The Company strongly encourages investors to review its financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

Because non-GAAP financial measures are not standardized, same store measures, EBITDA and Adjusted EBITDA, as defined by the Company, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare the Company’s use of these non-GAAP financial measures with those used by other companies.

Company Contact
Jordan Mann
ARKO Corp.
investors@gpminvestments.com

Investor Contact
Sean Mansouri, CFA
Elevate IR
(720) 330-2829
ARKO@elevate-ir.com


	Condensed Consolidated Statements of Operations
	For the Three Months Ended March 31,
	2025			2024
	(in thousands)
Revenues:
Fuel revenue	$	1,446,916		$	1,631,332
Merchandise revenue		354,485			414,655
Other revenues, net		27,504			26,467
Total revenues		1,828,905			2,072,454
Operating expenses:
Fuel costs		1,325,056			1,502,302
Merchandise costs		236,915			279,737
Site operating expenses		199,981			218,931
General and administrative expenses		41,613			42,158
Depreciation and amortization		34,887			31,716
Total operating expenses		1,838,452			2,074,844
Other expenses, net		2,217			2,476
Operating loss		(11,764	)		(4,866	)
Interest and other financial income		9,475			22,014
Interest and other financial expenses		(23,326	)		(24,471	)
Loss before income taxes		(25,615	)		(7,323	)
Income tax benefit		12,922			6,707
Income from equity investment		21			22
Net loss attributable to ARKO Corp.	$	(12,672	)	$	(594	)
Series A redeemable preferred stock dividends		(1,418	)		(1,414	)
Net loss attributable to common shareholders	$	(14,090	)	$	(2,008	)
Net loss per share attributable to common shareholders – basic and diluted	$	(0.12	)	$	(0.02	)
Weighted average shares outstanding:
Basic and diluted		115,883			117,275


	Condensed Consolidated Balance Sheets
	March 31, 2025			December 31, 2024
	(in thousands)
Assets
Current assets:
Cash and cash equivalents	$	265,420		$	261,758
Restricted cash		24,117			30,650
Short-term investments		5,665			5,330
Trade receivables, net		110,046			95,832
Inventory		220,650			231,225
Other current assets		93,332			97,413
Total current assets		719,230			722,208
Non-current assets:
Property and equipment, net		744,524			747,548
Right-of-use assets under operating leases		1,366,100			1,386,244
Right-of-use assets under financing leases, net		155,360			157,999
Goodwill		299,973			299,973
Intangible assets, net		176,755			182,355
Equity investment		3,029			3,009
Deferred tax asset		83,075			67,689
Other non-current assets		54,509			53,633
Total assets	$	3,602,555		$	3,620,658
Liabilities
Current liabilities:
Long-term debt, current portion	$	14,011		$	12,944
Accounts payable		196,847			190,212
Other current liabilities		167,337			159,239
Operating leases, current portion		73,250			71,580
Financing leases, current portion		11,486			11,515
Total current liabilities		462,931			445,490
Non-current liabilities:
Long-term debt, net		866,097			868,055
Asset retirement obligation		87,712			87,375
Operating leases		1,390,419			1,408,293
Financing leases		209,536			211,051
Other non-current liabilities		230,634			223,528
Total liabilities		3,247,329			3,243,792

Series A redeemable preferred stock		100,000			100,000

Shareholders’ equity:
Common stock		12			12
Treasury stock		(113,514	)		(106,123	)
Additional paid-in capital		280,017			276,681
Accumulated other comprehensive income		9,119			9,119
Retained earnings		79,592			97,177
Total shareholders’ equity		255,226			276,866
Total liabilities, redeemable preferred stock and equity	$	3,602,555		$	3,620,658


	Condensed Consolidated Statements of Cash Flows
	For the Three Months Ended March 31,
	2025			2024
	(in thousands)
Cash flows from operating activities:
Net loss	$	(12,672	)	$	(594	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		34,887			31,716
Deferred income taxes		(15,386	)		(10,075	)
Loss on disposal of assets and impairment charges		1,528			2,664
Foreign currency loss		16			27
Gain from issuance of shares as payment of deferred consideration related to business acquisition		—			(2,681	)
Gain from settlement related to business acquisition		—			(6,356	)
Amortization of deferred financing costs and debt discount		664			664
Amortization of deferred income		(4,990	)		(1,946	)
Accretion of asset retirement obligation		608			616
Non-cash rent		3,307			3,484
Charges to allowance for credit losses		217			327
Income from equity investment		(21	)		(22	)
Share-based compensation		3,336			3,329
Fair value adjustment of financial assets and liabilities		(7,059	)		(10,772	)
Other operating activities, net		20			624
Changes in assets and liabilities:
Increase in trade receivables		(14,431	)		(24,304	)
Decrease in inventory		10,575			188
Decrease in other assets		5,325			5,095
Increase in accounts payable		6,694			21,347
Increase (decrease) in other current liabilities		17,370			(4,152	)
Decrease in asset retirement obligation		(317	)		(55	)
Increase in non-current liabilities		13,731			3,631
Net cash provided by operating activities		43,402			12,755
Cash flows from investing activities:
Purchase of property and equipment		(27,392	)		(29,228	)
Proceeds from sale of property and equipment		473			2,039
Prepayment for acquisition		—			(1,000	)
Loans to equity investment, net		15			14
Net cash used in investing activities		(26,904	)		(28,175	)
Cash flows from financing activities:
Receipt of long-term debt, net		—			41,588
Repayment of debt		(5,690	)		(6,635	)
Principal payments on financing leases		(1,380	)		(1,135	)
Early settlement of deferred consideration related to business acquisition		—			(17,155	)
Common stock repurchased		(7,382	)		(31,921	)
Dividends paid on common stock		(3,495	)		(3,596	)
Dividends paid on redeemable preferred stock		(1,418	)		(1,414	)
Net cash used in financing activities		(19,365	)		(20,268	)
Net decrease in cash and cash equivalents and restricted cash		(2,867	)		(35,688	)
Effect of exchange rate on cash and cash equivalents and restricted cash		(4	)		(19	)
Cash and cash equivalents and restricted cash, beginning of period		292,408			241,421
Cash and cash equivalents and restricted cash, end of period	$	289,537		$	205,714

Supplemental Disclosure of Non-GAAP Financial Information

	Reconciliation of EBITDA and Adjusted EBITDA
	For the Three Months Ended March 31,
	2025			2024
	(in thousands)
Net loss	$	(12,672	)	$	(594	)
Interest and other financing expenses, net		13,851			2,457
Income tax benefit		(12,922	)		(6,707	)
Depreciation and amortization		34,887			31,716
EBITDA		23,144			26,872
Acquisition and divestiture costs (a)		1,150			680
Loss on disposal of assets and impairment charges (b)		1,528			2,664
Share-based compensation expense (c)		3,336			3,329
Income from equity investment (d)		(21	)		(22	)
Fuel and franchise taxes received in arrears (e)		—			(565	)
Adjustment to contingent consideration (f)		(66	)		18
Accrual related to potential wage and hour claim (g)		2,023			—
Other (h)		(239	)		189
Adjusted EBITDA	$	30,855		$	33,165

Additional information
Non-cash rent expense (i)	$	3,307		$	3,484

(a) Eliminates costs incurred that are directly attributable to business acquisitions and divestitures (including conversion of retail stores to dealer sites) and salaries of employees whose primary job function is to execute the Company’s acquisition and divestiture strategy and facilitate integration of acquired operations.
(b) Eliminates the non-cash loss from the sale or disposal of property and equipment, the loss recognized upon the sale of related leased assets, and impairment charges on property and equipment and right-of-use assets related to closed and non-performing sites.
(c) Eliminates non-cash share-based compensation expense related to the equity incentive program in place to incentivize, retain, and motivate our employees and members of the Board.
(d) Eliminates our share of income attributable to our unconsolidated equity investment.
(e) Eliminates the receipt of historical fuel and franchise tax amounts for multiple prior periods.
(f) Eliminates fair value adjustments to the contingent consideration owed to the seller for the 2020 Empire acquisition.
(g) Eliminates non-recurring expenses accrued in net loss related to a potential wage and hour collective action.
(h) Eliminates other unusual or non-recurring items that we do not consider to be meaningful in assessing operating performance.
(i) Non-cash rent expense reflects the extent to which GAAP rent expense recognized exceeded (or was less than) cash rent payments. GAAP rent expense varies depending on the terms of the Company’s lease portfolio. For newer leases, rent expense recognized typically exceeds cash rent payments, whereas, for more mature leases, rent expense recognized is typically less than cash rent payments.

Supplemental Disclosures of Segment Information

Retail Segment

	For the Three Months Ended March 31,
	2025		2024
	(in thousands)
Revenues:
Fuel revenue	$	690,686	$	824,428
Merchandise revenue		354,485		414,655
Other revenues, net		14,547		16,679
Total revenues		1,059,718		1,255,762
Operating expenses:
Fuel costs ¹		605,413		731,495
Merchandise costs		236,915		279,737
Site operating expenses		177,239		198,017
Total operating expenses		1,019,567		1,209,249
Operating income	$	40,151	$	46,513

¹Excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel.

The table below shows financial information and certain key metrics of the SpeedyQ Acquisition in the retail segment, for which there is no comparable information for the prior period.

	For the Three Months Ended March 31, 2025
	SpeedyQ ¹
	(in thousands)
Date of Acquisition:	Apr 9, 2024
Revenues:
Fuel revenue	$	9,220
Merchandise revenue		5,679
Other revenues, net		254
Total revenues		15,153
Operating expenses:
Fuel costs ²		7,951
Merchandise costs		3,874
Site operating expenses		3,281
Total operating expenses		15,106
Operating income	$	47
Fuel gallons sold		3,091
Fuel contribution ³	$	1,269
Merchandise contribution ⁴	$	1,805
Merchandise margin ⁵		31.8	%

¹Acquisition of 21 SpeedyQ retail stores.
²Excludes the estimated fixed margin paid to GPMP for the cost of fuel.
³Calculated as fuel revenue less fuel costs.
⁴Calculated as merchandise revenue less merchandise costs.
⁵Calculated as merchandise contribution divided by merchandise revenue.

Wholesale Segment

	For the Three Months Ended March 31,
	2025		2024
	(in thousands)
Revenues:
Fuel revenue	$	629,492	$	664,514
Other revenues, net		10,352		6,858
Total revenues		639,844		671,372
Operating expenses:
Fuel costs ¹		609,445		643,784
Site operating expenses		11,769		9,299
Total operating expenses		621,214		653,083
Operating income	$	18,630	$	18,289

¹Excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel.

Fleet Fueling Segment

	For the Three Months Ended March 31,
	2025		2024
	(in thousands)
Revenues:
Fuel revenue	$	118,406	$	132,193
Other revenues, net		2,118		2,385
Total revenues		120,524		134,578
Operating expenses:
Fuel costs ¹		103,104		118,277
Site operating expenses		6,428		6,543
Total operating expenses		109,532		124,820
Operating income	$	10,992	$	9,758

¹Excludes the estimated fixed fee paid to GPMP for the cost of fuel.

The MIL Network –

May 9, 2025

MIL-OSI: Altus Group Reports Q1 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

TORONTO, May 08, 2025 (GLOBE NEWSWIRE) — Altus Group Limited (“Altus Group” or “the Company”) (TSX: AIF), a leading provider of commercial real estate (“CRE”) intelligence, announced today its financial and operating results for the first quarter ended March 31, 2025.

“Our strong performance in Q1 demonstrates the continued execution of our growth initiatives and our commitment to delivering value to stakeholders,” said Jim Hannon, Chief Executive Officer. “We successfully launched Benchmark Manager, signed dozens of asset-based pricing agreements, and achieved significant software bookings growth despite lower CRE transaction volumes year-over-year. Margin expanded across all business units and we improved cash flow, highlighting our operating leverage. In addition, we returned over $76 million to shareholders through buybacks this quarter. We look forward to building on this momentum.”

Selected Q1 2025 Information

C$M	Q1 2025	Q1 2024	% change
Revenue	$129.2	$125.4	(1.5%)	Constant Currency*
Recurring Revenue*	$98.8	$91.7	2.1%	Constant Currency
Profit (Loss) from continuing operations	($6.4)	($12.2)	47.1%	As Reported
Adjusted EBITDA*	$15.7	$10.9	29.7%	Constant Currency
Analytics Adjusted EBITDA margin*	26.2%	23.3%	200 bps	Constant Currency
Net cash provided by operating activities	$0.7	($3.0)	123.7%	As Reported
Free Cash Flow*	$(0.6)	($5.7)	89.3%	As Reported
Investment in share repurchases**	$76.3	$0.0	n/a
Funded debt to EBITDA ratio	1.44:1	2.15:1	n/a

*Denotes non-GAAP financial measure, non-GAAP ratio, total of segments measure, capital management measure, and/or supplementary and other financial measures as defined in National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure (“NI 52-112”). Please refer to the “Non-GAAP and Other Measures” section of this press release for further information.

**Investment in share repurchases represents the total cash consideration of the shares purchased for cancellation during the quarter under the Company’s Normal Course Issuer Bid.

Business Outlook

The Company maintains previously issued guidance for fiscal 2025. Additionally, given the macro environment, the Company is providing guidance for Q2 2025 as follows:

	FY 2025	Q2 2025
Analytics	4-7% total Analytics revenue growth 6-9% Recurring Revenue growth 250-350 bps of Adjusted EBITDA margin expansion	1-3% total Analytics revenue growth 3-5% Recurring Revenue growth 200-300 bps of Adjusted EBITDA margin expansion
Appraisals and Development Advisory	Low single digit revenue growth Adjusted EBITDA margin expansion	Flat revenue Adjusted EBITDA margin expansion
Consolidated	3-5% revenue growth 300-400 bps of Adjusted EBITDA margin expansion	1-3% revenue growth 200-300 bps of Adjusted EBITDA margin expansion

Note: Business Outlook presented on a Constant Currency basis over the corresponding period in 2024. Future acquisitions are not factored into this outlook.

Key assumptions for the business outlook by segment: Analytics: consistency and growth in number of assets on the Valuation Management Solutions platform, continued ARGUS cloud conversions, new sales (including New Bookings converting to revenue within Management’s expected timeline and uptake on new product functionality), client and software retention consistent with 2024 levels, pricing action, improved operating leverage, as well as consistent and gradually improving economic conditions in financial and CRE markets, in particular a stronger recovery in the second half of the year. Appraisal & Development Advisory: improved client profitability and improved operating leverage. The Consolidated outlook assumes that corporate costs will remain elevated throughout 2025 consistent with 2024 levels.

About Altus Group

Altus connects data, analytics, and expertise to deliver the intelligence necessary to drive optimal CRE performance. The industry’s top leaders rely on our market-leading solutions and expertise to power performance and mitigate risk. Our global team of ~2,000 experts are making a lasting impact on an industry undergoing unprecedented change – helping shape the cities where we live, work, and build thriving communities. For more information about Altus (TSX: AIF) please visit www.altusgroup.com.

Non-GAAP and Other Measures

Altus Group uses certain non-GAAP financial measures, non-GAAP ratios, total of segments measures, capital management measures, and supplementary and other financial measures as defined in NI 52-112. These non-GAAP and other financial measures include Adjusted Earnings (Loss), and Constant Currency; non-GAAP ratios such as Adjusted EPS; total of segments measures such as Adjusted EBITDA; capital management measures such as Free Cash Flow; and supplementary financial and other measures such as Adjusted EBITDA margin, Recurring Revenue. Management believes that these measures may assist investors in assessing an investment in the Company’s shares as they provide additional insight into the Company’s performance. Readers are cautioned that they are not defined performance measures, and do not have any standardized meaning under IFRS and may differ from similar computations as reported by other similar entities and, accordingly, may not be comparable to financial measures as reported by those entities. These measures should not be considered in isolation or as a substitute for financial measures prepared in accordance with IFRS. Refer to the “Non-GAAP and Other Measures” section on Page 3 of the Management’s Discussion & Analysis dated May 8, 2025 for the period ended March 31, 2025 (the “MD&A”), which is incorporated by reference in this press release and which is available on SEDAR+ at www.sedarplus.ca for more information on each measure, including definitions and methods of calculation. A reconciliation of Adjusted EBITDA and Adjusted Earnings (Loss) to Profit (Loss) and Free Cash Flow to Net cash provided by (used in) operating activities is included at the end of this press release.

Forward-looking Information

Certain information in this press release may constitute “forward-looking information” within the meaning of applicable securities legislation. All information contained in this press release, other than statements of current and historical fact, is forward-looking information. Forward-looking information includes, but is not limited to, statements relating to expected financial and other benefits of acquisitions and the closing of acquisitions (including the expected timing of closing), as well as the discussion of our business, strategies and leverage (including the commitment to increase borrowing capacity), expectations of future performance, including any guidance on financial expectations, and our expectations with respect to cash flows and liquidity. Generally, forward-looking information can be identified by use of words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate”, “intend”, “plan”, “would”, “could”, “should”, “continue”, “goal”, “objective”, “remain” and other similar terminology.

Forward-looking information is not, and cannot be, a guarantee of future results or events. Forward-looking information is based on, among other things, opinions, assumptions, estimates and analyses that, while considered reasonable by us at the date the forward-looking information is provided, inherently are subject to significant risks, uncertainties, contingencies and other factors that may not be known and may cause actual results, performance or achievements, industry results or events to be materially different from those expressed or implied by the forward-looking information. The material factors or assumptions that we identified and applied in drawing conclusions or making forecasts or projections set out in the forward-looking information (including sections entitled “Business Outlook”) include, but are not limited to: no significant impact on our business from changes or potential changes to trade regulations, including tariffs; engagement and product pipeline opportunities in Analytics will result in associated definitive agreements; continued adoption of cloud subscriptions by our customers; retention of material clients and bookings; sustaining our software and subscription renewals; successful execution of our business strategies; consistent and stable economic conditions or conditions in the financial markets including stable interest rates and credit availability for CRE; consistent and stable legislation in the various countries in which we operate; consistent and stable foreign exchange conditions; no disruptive changes in the technology environment; opportunity to acquire accretive businesses and the absence of negative financial and other impacts resulting from strategic investments or acquisitions on short term results; successful integration of acquired businesses; and continued availability of qualified professionals.

Inherent in the forward-looking information are known and unknown risks, uncertainties and other factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking information. Those risks include, but are not limited to: the CRE market conditions; the general state of the economy; our financial performance; our financial targets; our international operations; acquisitions, joint ventures and strategic investments; business interruption events; third party information and data; cybersecurity; industry competition; professional talent; our subscription renewals; our sales pipeline; client concentration and loss of material clients; product enhancements and new product introductions; technology strategy; our use of technology; intellectual property; compliance with laws and regulations; privacy and data protection; artificial intelligence; our leverage and financial covenants; interest rates; inflation; our brand and reputation; our cloud transition; fixed price engagements; currency fluctuations; credit; tax matters; our contractual obligations; legal proceedings; regulatory review; health and safety hazards; our insurance limits; dividend payments; our share price; share repurchase programs; our capital investments; equity and debt financings; our internal and disclosure controls; and environmental, social and governance (“ESG”) matters and climate change, as well as those described in our annual publicly filed documents, including the Annual Information Form for the year ended December 31, 2024 (which are available on SEDAR+ at www.sedarplus.ca). 

Investors should not place undue reliance on forward-looking information as a prediction of actual results. The forward-looking information reflects management’s current expectations and beliefs regarding future events and operating performance and is based on information currently available to management. Although we have attempted to identify important factors that could cause actual results to differ materially from the forward-looking information contained herein, there are other factors that could cause results not to be as anticipated, estimated or intended. The forward-looking information contained herein is current as of the date of this press release and, except as required under applicable law, we do not undertake to update or revise it to reflect new events or circumstances. Additionally, we undertake no obligation to comment on analyses, expectations or statements made by third parties in respect of Altus Group, our financial or operating results, or our securities.

Certain information in this press release, including sections entitled “2025 Business Outlook”, may be considered as “financial outlook” within the meaning of applicable securities legislation. The purpose of this financial outlook is to provide readers with disclosure regarding Altus Group’s reasonable expectations as to the anticipated results of its proposed business activities for the periods indicated. Readers are cautioned that the financial outlook may not be appropriate for other purposes.

FOR FURTHER INFORMATION PLEASE CONTACT:

Camilla Bartosiewicz
Chief Communications Officer, Altus Group
(416) 641-9773
camilla.bartosiewicz@altusgroup.com

Martin Miasko
Sr. Director, Investor Relations and Strategy, Altus Group
(416) 204-5136
martin.miasko@altusgroup.com

Interim Condensed Consolidated Statements of Comprehensive Income (Loss)
For the Three Months Ended March 31, 2025 and 2024
(Unaudited)
(Expressed in Thousands of Canadian Dollars, Except for Per Share Amounts)

	Three months ended March 31
	2025		2024 ⁽¹⁾
Revenues	$	129,165		$	125,418
Expenses
Employee compensation	88,306		88,110
Occupancy	1,496		1,216
Other operating	25,864		23,796
Depreciation of right-of-use assets	2,094		2,060
Depreciation of property, plant and equipment	948		951
Amortization of intangibles	7,349		8,410
Acquisition and related transition costs (income)	18		3,496
Share of (profit) loss of joint venture	231		158
Restructuring costs (recovery)	6,217		5,176
(Gain) loss on investments	138		186
Finance costs (income), net – leases	245		164
Finance costs (income), net – other	(1,512)		4,126
Profit (loss) before income taxes from continuing operations	(2,229)		(12,431)
Income tax expense (recovery)	4,194		(279)
Profit (loss) from continuing operations, net of tax	$	(6,423)		$	(12,152)
Profit (loss) from discontinued operations, net of tax	382,207		11,999
Profit (loss) for the period	$	375,784		$	(153)
Other comprehensive income (loss):
Items that may be reclassified to profit or loss in subsequent periods:
Currency translation differences	3,229		5,499
Other comprehensive income (loss), net of tax	3,229		5,499
Total comprehensive income (loss) for the period, net of tax	$	379,013		$	5,346

Earnings (loss) per share attributable to the shareholders of the Company during the period
Basic earnings (loss) per share:
Continuing operations	$(0.14)			$(0.27)
Discontinued operations	$8.34			$0.26
Diluted earnings (loss) per share:
Continuing operations	$(0.14)			$(0.27)
Discontinued operations	$8.34			$0.26

⁽¹⁾ Comparative figures have been restated to reflect discontinued operations.

Interim Condensed Consolidated Balance Sheets
As at March 31, 2025 and December 31, 2024
(Unaudited)
(Expressed in Thousands of Canadian Dollars)

	March 31, 2025		December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	491,913		$	41,876
Trade receivables and other	146,346		144,812
Income taxes recoverable	3,175		5,099
Derivative financial instruments	1,013		8,928
	642,447		200,715
Assets held for sale	–		282,233
Total current assets	642,447		482,948
Non-current assets
Trade receivables and other	9,598		9,620
Derivative financial instruments	10,990		9,984
Investments	14,489		14,580
Investment in joint venture	25,374		25,605
Deferred tax assets	22,565		56,797
Right-of-use assets	17,235		19,420
Property, plant and equipment	13,213		13,217
Intangibles	210,319		214,614
Goodwill	407,636		404,176
Total non-current assets	731,419		768,013
Total assets	$	1,373,866		$	1,250,961
Liabilities
Current liabilities
Trade payables and other	$	221,630		$	216,390
Income taxes payable	40,743		3,017
Lease liabilities	14,726		11,009
	277,099		230,416
Liabilities directly associated with assets held for sale	–		57,680
Total current liabilities	277,099		288,096
Non-current liabilities
Trade payables and other	18,077		19,828
Lease liabilities	23,347		26,751
Borrowings	157,596		281,887
Deferred tax liabilities	20,653		17,179
Total non-current liabilities	219,673		345,645
Total liabilities	496,772		633,741
Shareholders’ equity
Share capital	739,172		798,087
Contributed surplus	(14,646)		21,394
Accumulated other comprehensive income (loss)	59,472		56,243
Retained earnings (deficit)	93,096		(275,935)
Reserves of assets held for sale	–		17,431
Total shareholders’ equity	877,094		617,220
Total liabilities and shareholders’ equity	$	1,373,866		$	1,250,961

Interim Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2025 and 2024
(Unaudited)
(Expressed in Thousands of Canadian Dollars)

	Three months ended March 31
	2025		2024
Cash flows from operating activities
Profit (loss) before income taxes from continuing operations	$	(2,229)		$	(12,431)
Profit (loss) before income taxes from discontinued operations	454,686		13,446
Profit (loss) before income taxes	$	452,457		$	1,015
Adjustments for:
Depreciation of right-of-use assets	2,094		2,773
Depreciation of property, plant and equipment	948		1,420
Amortization of intangibles	7,349		10,314
Finance costs (income), net – leases	245		279
Finance costs (income), net – other	(1,512)		4,132
Share-based compensation	3,596		5,776
Unrealized foreign exchange (gain) loss	(1,826)		(1,326)
(Gain) loss on investments	138		186
(Gain) loss on disposal of right-of-use assets, property, plant and equipment and intangibles	12		983
(Gain) loss on disposal of assets	(457,986)		–
(Gain) loss on equity derivatives	6,176		(6,453)
Share of (profit) loss of joint venture	231		158
Impairment of right-of-use assets, net of (gain) loss on sub-leases	3,534		12
Net changes in:
Operating working capital	(7,201)		(19,787)
Liabilities for cash-settled share-based compensation	(7,305)		4,831
Deferred consideration payables	–		81
Net cash generated by (used in) operations	950		4,394
Interest paid on borrowings	(1,790)		(4,828)
Interest paid on leases	(245)		(279)
Interest received	3,008		–
Income taxes paid	(1,218)		(2,259)
Income taxes refunded	–		3
Net cash provided by (used in) operating activities	705		(2,969)
Cash flows from financing activities
Proceeds from exercise of options	10,017		5,116
Financing fees paid	(513)		–
Proceeds from borrowings	–		20,000
Repayment of borrowings	(127,000)		(3,000)
Payments of principal on lease liabilities	(3,088)		(4,235)
Dividends paid	(6,507)		(6,042)
Treasury shares purchased for share-based compensation	(11,358)		(3,561)
Cancellation of shares	(76,304)		–
Net cash provided by (used in) financing activities	(214,753)		8,278
Cash flows from investing activities
Purchase of investments	(39)		(212)
Purchase of intangibles	(388)		(2,477)
Purchase of property, plant and equipment	(927)		(238)
Proceeds from sale of discontinued operations, net of cash disposed	655,811		–
Net cash provided by (used in) investing activities	654,457		(2,927)
Effect of foreign currency translation	912		3
Net increase (decrease) in cash and cash equivalents	441,321		2,385
Cash and cash equivalents, beginning of period	50,592		41,892
Cash and cash equivalents, end of period	$	491,913		$	44,277

Reconciliation of Profit (Loss) to Adjusted EBITDA and Adjusted Earnings (Loss)

The following table provides a reconciliation of Profit (Loss) to Adjusted EBITDA and Adjusted Earnings (Loss):

	Quarter ended March 31,
In thousands of dollars, except for per share amounts	2025		2024 ⁽¹⁾
Profit (loss) for the period	$	375,784		$	(153)
(Profit) loss from discontinued operations, net of tax	(382,207)		(11,999)
Occupancy costs calculated on a similar basis prior to the adoption of IFRS 16 ⁽²⁾	(2,213)		(2,443)
Depreciation of right-of-use assets	2,094		2,060
Depreciation of property, plant and equipment and amortization of intangibles ⁽⁸⁾	8,297		9,361
Acquisition and related transition costs (income)	18		3,496
Unrealized foreign exchange (gain) loss ⁽³⁾	(1,826)		(1,271)
(Gain) loss on disposal of right-of-use assets, property, plant and equipment and intangibles ⁽³⁾	12		515
Share of (profit) loss of joint venture	231		158
Non-cash share-based compensation costs ⁽⁴⁾	2,472		3,533
(Gain) loss on equity derivatives net of mark-to-market adjustments on related RSUs and DSUs ⁽⁴⁾	2,566		(2,591)
Restructuring costs (recovery)	6,217		5,176
(Gain) loss on investments ⁽⁵⁾	138		186
Other non-operating and/or non-recurring (income) costs ⁽⁶⁾	1,233		883
Finance costs (income), net – leases	245		164
Finance costs (income), net – other ⁽⁹⁾	(1,512)		4,126
Income tax expense (recovery) ⁽¹⁰⁾	4,194		(279)
Adjusted EBITDA	$	15,743		$	10,922
Depreciation of property, plant and equipment and amortization of intangibles of non-acquired businesses ⁽⁸⁾	(948)		(1,717)
Finance (costs) income, net – other ⁽⁹⁾	1,512		(4,126)
(Gain) loss on hedging transactions, including currency forward contracts and interest expense (income) on swaps ⁽⁹⁾	850		(897)
Tax effect of adjusted earnings (loss) adjustments ⁽¹⁰⁾	(8,305)		(4,539)
Adjusted earnings (loss)*	$	8,852		$	(357)
Weighted average number of shares – basic	45,817,956		45,533,236
Weighted average number of restricted shares	92,321		418,458
Weighted average number of shares – adjusted	45,910,277		45,951,694
Adjusted earnings (loss) per share ⁽⁷⁾	$0.19			$(0.01)

⁽¹⁾ Comparative figures have been restated to reflect discontinued operations.
⁽²⁾ Management uses the non-GAAP occupancy costs calculated on a similar basis prior to the adoption of IFRS 16 when analyzing financial and operating performance.
⁽³⁾ Included in other operating expenses in the interim condensed consolidated statements of comprehensive income (loss).
⁽⁴⁾ Included in employee compensation expenses in the interim condensed consolidated statements of comprehensive income (loss).
⁽⁵⁾ (Gain) loss on investments relates to changes in the fair value of investments in partnerships.
⁽⁶⁾ Other non-operating and/or non-recurring (income) costs for the quarter ended March 31, 2025 relate to legal, advisory, consulting, and other professional fees related to organizational and strategic initiatives. These are included in other operating expenses in the interim condensed consolidated statements of comprehensive income (loss).
⁽⁷⁾ Refer to page 4 of the MD&A for the definition of Adjusted EPS.
⁽⁸⁾ For the purposes of reconciling to Adjusted Earnings (Loss), the amortization of intangibles of acquired businesses is adjusted from Profit (loss) for the period. Per the quantitative reconciliation above, we have added back depreciation of property, plant and equipment and amortization of intangibles and then deducted the depreciation of property, plant and equipment and amortization of intangibles of non-acquired businesses to arrive at the amortization of intangibles of acquired businesses.
⁽⁹⁾ For the purposes of reconciling to Adjusted Earnings (Loss), the interest accretion on contingent consideration payables and (gains) losses on hedging transactions and interest expense (income) on swaps is adjusted from Profit (loss) for the period. Per the quantitative reconciliation above, we have added back finance costs (income), net – other and then deducted finance costs (income), net – other prior to adjusting for interest accretion on contingent consideration payables and (gains) losses on hedging transactions and interest expense (income) on swaps.
⁽¹⁰⁾ For the purposes of reconciling to Adjusted Earnings (Loss), only the tax impacts for the reconciling items noted in the definition of Adjusted Earnings (Loss) is adjusted from profit (loss) for the period.

Reconciliation of Free Cash Flow

Free Cash Flow	Quarter ended March 31,
In thousands of dollars	2025		2024
Net cash provided by (used in) operating activities	$	705		$	(2,969)
Less: Capital Expenditures	(1,315)		(2,715)
Free Cash Flow	$	(610)		$	(5,684)

Constant Currency

	Quarter ended March 31, 2025
	As presented	For Constant Currency
Canadian Dollar	1.000	1.000
United States Dollar	1.435	1.348
Pound Sterling	1.807	1.709
Euro	1.509	1.463
Australian Dollar	0.900	0.886

	Quarter ended March 31, 2024
	As presented	For Constant Currency
Canadian Dollar	1.000	1.000
United States Dollar	1.348	1.352
Pound Sterling	1.709	1.642
Euro	1.463	1.450
Australian Dollar	0.886	0.924

The MIL Network –

May 9, 2025

MIL-OSI: Microchip Technology Announces Financial Results For Fourth Quarter and Fiscal Year 2025

Source: GlobeNewswire (MIL-OSI)

For the quarter ended March 31, 2025

Net sales of $970.5 million, declined 5.4% sequentially and 26.8% from the year ago quarter. The midpoint of our guidance provided on February 6, 2025 was net sales of $960.0 million.
On a GAAP basis: gross profit of 51.6%; operating loss of $100.3 million and 10.3% of net sales; net loss attributable to common stockholders of $156.8 million; and loss of $0.29 per diluted share. Our guidance provided on February 6, 2025 was for GAAP loss per diluted share of $0.24 to $0.14 and did not include the restructuring charges that we announced on March 3, 2025 or the preferred stock dividend related to our mandatory convertible preferred stock financing in March 2025.
On a Non-GAAP basis: gross profit of 52.0%; operating income of $136.0 million and 14.0% of net sales; net income of $61.4 million; and EPS of $0.11 per diluted share. Our guidance provided on February 6, 2025 was for Non-GAAP EPS per diluted share of $0.05 to $0.15.
Returned approximately $244.8 million to stockholders in the March quarter through dividends.
Quarterly dividend on common stock declared for the June quarter of 45.5 cents per share.

For fiscal year 2025

Net sales of $4.402 billion decreased 42.3% over the prior year.
On a GAAP basis: gross profit of 56.1%; operating income of $296.3 million; net loss attributable to common stockholders of $2.7 million, adversely impacted by purchase accounting adjustments associated with our previous acquisitions, restructuring charges and the preferred stock dividend related to our mandatory convertible preferred stock financing in March 2025 and loss of $0.01 per diluted share.
On a Non-GAAP basis: gross profit of 57.0%; operating income of $1.078 billion and 24.5% of net sales; net income of $708.8 million and EPS of $1.31 per diluted share.
Paid down $356.2 million of total debt and returned $1.066 billion to shareholders through dividends and share repurchases.

CHANDLER, Ariz., May 08, 2025 (GLOBE NEWSWIRE) — – (NASDAQ: MCHP) – Microchip Technology Incorporated, a leading provider of smart, connected, and secure embedded control solutions, today reported results for the three months and fiscal year ended March 31, 2025.

Steve Sanghi, Microchip’s CEO and President commented that “Our March quarter revenue of $970.5 million exceeded the midpoint of our guidance, and we believe marks the bottom of this prolonged industry down cycle for Microchip. The decisive actions we have taken under our nine-point-plan are enhancing our operational capabilities through more efficient manufacturing, improving inventory management, and a renewed strategic focus. As we move forward from a challenging fiscal year, we believe Microchip is better positioned to capitalize on growth opportunities as market conditions evolve.”

Mr. Sanghi added, “A key highlight this quarter has been our inventory reduction strategy, with overall inventory dollars down $62.8 million, distribution inventory days reduced by 4 days to 33 days, and inventory days on our balance sheet decreased by 15 days from levels at December 31, 2024. We expect even more substantial inventory reduction in the June quarter as our manufacturing optimization actions are near completion.”

Eric Bjornholt, Microchip’s Chief Financial Officer, said, “During the quarter, we executed multiple financial actions that strengthened our balance sheet. These included reducing our total net debt by roughly $1.30 billion with a mandatory convertible preferred offering. We also amended and extended our revolving line of credit with more favorable terms and financial flexibility. Our financing actions are helping to maintain our investment grade rating. We believe these strategic financial moves, alongside our disciplined cost management initiatives, position us well to navigate current market challenges while maintaining financial flexibility for future growth.”

Rich Simoncic, Microchip’s Chief Operating Officer, said, “Our strategic initiatives continue to deliver value across markets, with our new Switchtec PCIe switches, advanced touchscreen controllers, and AI Coding software assistant demonstrating our commitment to innovation. By expanding our offerings in atomic clock technology, enhancing our microprocessors, and expanding our 10Base-T1S solutions, we believe we are well-positioned to address emerging opportunities in automotive, industrial, and e-mobility markets while accelerating our customers’ development cycles.”

Mr. Sanghi concluded, “In the March 2025 quarter, we achieved our first positive book-to-bill ratio in nearly three years; and we have clearly reached an inflection point. Additionally, our bookings in the month of April were higher than any month in the March quarter. Balancing this with geopolitical concerns and the non-quantifiable impact of tariffs, we expect our net sales in the June 2025 quarter to be between $1.02 billion and $1.07 billion. Our focus is on translating the momentum we are seeing in our business into enhanced shareholder value while maintaining our dividend commitment as we return to growth.”

The following table summarizes Microchip’s reported results for the three months and fiscal year ended March 31, 2025.

	Three Months Ended March 31, 2025⁽¹⁾				Twelve Months Ended March 31, 2025⁽¹⁾
Net sales	$970.5				$4,401.6
	GAAP	%	Non-GAAP⁽²⁾	%	GAAP	%	Non-GAAP⁽²⁾	%
Gross profit	$501.1	51.6%	$504.6	52.0%	$2,467.9	56.1%	$2,509.8	57.0%
Operating (loss) income	$(100.3)	(10.3)%	$136.0	14.0%	$296.3	6.7%	$1,078.0	24.5%
Other expense	$(68.0)		$(64.9)		$(257.4)		$(252.2)
Income tax (benefit) provision	$(13.7)		$9.7		$39.4		$117.0
Net (loss) income	$(154.6)		$61.4		$(0.5)		$708.8
Dividends on preferred stock	$(2.2)		—		$(2.2)		—
Net (loss) income attributable to common stockholders	$(156.8)	(16.2)%	$61.4	6.3%	$(2.7)	(0.1)%	$708.8	16.1%
Diluted net (loss) income per common share	$(0.29)		$0.11		$(0.01)		$1.31

_{⁽¹⁾ In millions, except per share amounts and percentages of net sales.}
_{⁽²⁾ See the “Use of Non-GAAP Financial Measures” section of this release.}

Net sales for the fourth quarter of fiscal 2025 were $970.5 million, down 26.8% from net sales of $1.326 billion in the prior year’s fourth fiscal quarter.

GAAP net loss attributable to common stockholders for the fourth quarter of fiscal 2025 was $156.8 million, or $0.29 per diluted share, down from GAAP net income attributable to common stockholders of $154.7 million, or $0.28 per diluted share, in the prior year’s fourth fiscal quarter. For the fourth quarters of fiscal 2025 and fiscal 2024, GAAP results were adversely impacted by amortization of acquired intangible assets associated with our previous acquisitions. The fourth quarter of fiscal 2025 GAAP results were adversely impacted by the restructuring charges that were announced on March 3, 2025 and the preferred stock dividend related to our mandatory convertible preferred stock financing in March 2025.

Non-GAAP net income for the fourth quarter of fiscal 2025 was $61.4 million, or $0.11 per diluted share, down from non-GAAP net income of $310.3 million, or $0.57 per diluted share, in the prior year’s fourth fiscal quarter. For the fourth quarters of fiscal 2025 and fiscal 2024, our non-GAAP results exclude the effect of share-based compensation, restructuring charges, expenses related to our acquisition activities (including intangible asset amortization, severance, and other restructuring costs, and legal and other general and administrative expenses associated with acquisitions including legal fees and expenses for litigation and investigations related to our Microsemi acquisition), professional services associated with certain legal matters, losses on the settlement of debt, and dividends on preferred stock. For the fourth quarters of fiscal 2025 and fiscal 2024, our non-GAAP income tax expense is presented based on projected cash taxes for the applicable fiscal year, excluding transition tax payments under the Tax Cuts and Jobs Act. A reconciliation of our non-GAAP and GAAP results is included in this press release.

Net sales for the fiscal year ended March 31, 2025 were $4.402 billion, a decrease of 42.3% from net sales of $7.634 billion in the prior fiscal year.

GAAP net loss attributable to common stockholders for the fiscal year ended March 31, 2025 was $2.7 million, or $0.01 per diluted share, a decrease from net income of $1.907 billion, or $3.48 per diluted share in the prior fiscal year. Fiscal 2025 and fiscal 2024, GAAP net loss and GAAP net income results were significantly adversely impacted by amortization of acquired intangible assets associated with our previous acquisitions and loss on debt settlement associated with our debt refinancing activities. The fiscal 2025 GAAP net loss was adversely impacted by the restructuring charges that were announced on March 3, 2025, cybersecurity incident expenses and the preferred stock dividend related to our mandatory convertible preferred stock financing in March 2025.

Non-GAAP net income for the fiscal year ended March 31, 2025 was $708.8 million, a decrease of 73.7% from net income of $2.698 billion in the prior fiscal year. Non-GAAP earnings per diluted share for the fiscal year ended March 31, 2025 were $1.31, a decrease of 73.4% from the $4.92 per diluted share in the prior fiscal year. See the “Use of Non-GAAP Financial Measures” section of this release.

Microchip announced today that its Board of Directors declared a quarterly cash dividend on its common stock of 45.5 cents per share, which is payable on June 5, 2025 to stockholders of record on May 22, 2025. The Microchip Board also declared a quarterly cash dividend on its 7.50% Series A Mandatory Convertible Preferred Stock of $16.875 per share (which represents $0.8438 per depositary share) which is payable on June 15, 2025 to stockholders of record on June 1, 2025.

First Quarter Fiscal Year 2026 Outlook:

The following statements are based on current expectations. These statements are forward-looking, and actual results may differ materially.

	Microchip Consolidated Guidance
Net Sales	$1.020 to $1.070 billion
	GAAP⁽⁵⁾	Non-GAAP Adjustments⁽¹⁾	Non-GAAP⁽¹⁾
Gross Profit	51.2% to 53.2%	$9.8 to $10.8 million	52.2% to 54.2%
Operating Expenses⁽²⁾	49.3% to 51.1%	$166.1 to $170.1 million	33.4% to 34.8%
Operating Income	0.2% to 3.9%	$175.9 to $180.9 million	17.4% to 20.8%
Other Expense, net	$53.2 to $54.8 million	$(0.2) to $0.2 million	$53.0 to $55.0 million
Income Tax (Benefit) Provision	$(5.3) to $(1.7) million⁽³⁾	$20.0 to $22.0 million	$14.7 to $20.3 million⁽⁴⁾
Net (loss) income	$(47.9) to $(9.8) million	$155.7 to $159.0 million	$107.8 to $149.2 million
Dividends on preferred stock	$(27.8) million	$27.8 million	—
Net (loss) income attributable to common stockholders	$(75.7) to $(37.6) million	$183.5 to $186.8 million	$107.8 to $149.2 million
Diluted Common Shares Outstanding	Approximately 538.9 million shares	31.4 to 32.4 million shares	Approximately 570.3 to 571.3 million shares
Diluted net (loss) per common share	$(0.15) to $(0.07)	$0.33	$0.18 to $0.26

_{⁽¹⁾ See the “Use of Non-GAAP Financial Measures” section of this release for information regarding our non-GAAP guidance.}
_{⁽²⁾ We are not able to estimate the amount of certain Special Charges and Other, net that may be incurred during the quarter ending June 30, 2025. Therefore, our estimate of GAAP operating expenses excludes certain amounts that may be recognized as Special Charges and Other, net in the quarter ending June 30, 2025.}
_{⁽³⁾ The forecast for GAAP tax expense excludes any unexpected tax events that may occur during the quarter, as these amounts cannot be forecasted.}
_{⁽⁴⁾ Represents the expected cash tax rate for fiscal 2026, excluding any transition tax payments associated with the Tax Cuts and Jobs Act.}
_{⁽⁵⁾ Our GAAP guidance excludes the impact of any potential charges related to our ongoing evaluation of restructuring activities.}

Capital expenditures for the quarter ending June 30, 2025 are expected to be between $20 million and $25 million. Capital expenditures for all of fiscal 2026 are expected to be at or below $100 million. Consistent with the slowing macroeconomic environment in fiscal 2025, we have paused most of our factory expansion actions and reduced our planned capital investments through fiscal 2026. However, we are adding capital equipment to selectively expand our production capacity and add research and development equipment.

Under the GAAP revenue recognition standard, we are required to recognize revenue when control of the product changes from us to a customer or distributor. We focus our sales and marketing efforts on creating demand for our products in the end markets we serve and not on moving inventory into our distribution network. We also manage our manufacturing and supply chain operations, including our distributor relationships, towards the goal of having our products available at the time and location the end customer desires.

Use of Non-GAAP Financial Measures: Our non-GAAP adjustments, where applicable, include the effect of share-based compensation, restructuring charges, expenses related to our acquisition activities (including intangible asset amortization, severance, and other restructuring costs, and legal and other general and administrative expenses associated with acquisitions including legal fees and expenses for litigation and investigations related to our Microsemi acquisition), professional services associated with certain legal matters, losses on the settlement of debt, and dividends on preferred stock. For the fourth quarters of fiscal 2025 and fiscal 2024, our non-GAAP income tax expense is presented based on projected cash taxes for the fiscal year, excluding transition tax payments under the Tax Cuts and Jobs Act.

We are required to estimate the cost of certain forms of share-based compensation, including restricted stock units, and our employee stock purchase plan, and to record a commensurate expense in our income statement. Share-based compensation expense is a non-cash expense that varies in amount from period to period and is affected by the price of our stock at the date of grant. The price of our stock is affected by market forces that are difficult to predict and are not within the control of management. Our other non-GAAP adjustments are either non-cash expenses, unusual or infrequent items, or other expenses related to transactions. Management excludes all of these items from its internal operating forecasts and models.

We are using non-GAAP operating expenses in dollars, including non-GAAP research and development expenses and non-GAAP selling, general and administrative expenses, non-GAAP other expense, net, and non-GAAP income tax rate, which exclude the items noted above, as applicable, to permit additional analysis of our performance.

Management believes these non-GAAP measures are useful to investors because they enhance the understanding of our historical financial performance and comparability between periods. Many of our investors have requested that we disclose this non-GAAP information because they believe it is useful in understanding our performance as it excludes non-cash and other charges that many investors feel may obscure our underlying operating results. Management uses non-GAAP measures to manage and assess the profitability of our business and for compensation purposes. We also use our non-GAAP results when developing and monitoring our budgets and spending. Our determination of these non-GAAP measures might not be the same as similarly titled measures used by other companies, and it should not be construed as a substitute for amounts determined in accordance with GAAP. There are limitations associated with using these non-GAAP measures, including that they exclude financial information that some may consider important in evaluating our performance. Management compensates for this by presenting information on both a GAAP and non-GAAP basis for investors and providing reconciliations of the GAAP and non-GAAP results.

Generally, gross profit fluctuates over time, driven primarily by the mix of products sold and licensing revenue; variances in manufacturing yields; fixed cost absorption; wafer fab loading levels; costs of wafers from foundries; inventory reserves; pricing pressures in our non-proprietary product lines; and competitive and economic conditions. Operating expenses fluctuate over time, primarily due to net sales and profit levels.

Diluted Common Shares Outstanding can vary for, among other things, the trading price of our common stock, the vesting of restricted stock units, the potential for incremental dilutive shares from our convertible debentures and our mandatory convertible preferred stock (additional information regarding our share count is available in the investor relations section of our website under the heading “Supplemental Information”), and repurchases or issuances of shares of our common stock. The diluted common shares outstanding presented in the guidance table above assumes an average Microchip stock price in the June 2025 quarter between $45 and $55 per share (however, we make no prediction as to what our actual share price will be for such period or any other period).

MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share amounts)

	Three Months Ended March 31,						Twelve Months Ended March 31,
		2025			2024			2025			2024
Net sales	$	970.5		$	1,325.8		$	4,401.6		$	7,634.4
Cost of sales		469.4			535.9			1,933.7			2,638.7
Gross profit		501.1			789.9			2,467.9			4,995.7

Research and development		255.2			240.3			983.8			1,097.4
Selling, general and administrative		152.0			161.8			617.7			734.2
Amortization of acquired intangible assets		122.6			151.2			490.9			605.4
Special charges (income) and other, net		71.6			(16.9	)		79.2			(12.3	)
Operating expenses		601.4			536.4			2,171.6			2,424.7

Operating (loss) income		(100.3	)		253.5			296.3			2,571.0

Other expense, net		(68.0	)		(53.8	)		(257.4	)		(205.1	)
(Loss) income before income taxes		(168.3	)		199.7			38.9			2,365.9
Income tax (benefit) provision		(13.7	)		45.0			39.4			459.0
Net (loss) income		(154.6	)		154.7			(0.5	)		1,906.9
Dividends on preferred stock		(2.2	)		—			(2.2	)		—
Net (loss) income attributable to common stockholders	$	(156.8	)	$	154.7		$	(2.7	)	$	1,906.9

Basic net (loss) income per common share	$	(0.29	)	$	0.29		$	(0.01	)	$	3.52
Diluted net (loss) income per common share	$	(0.29	)	$	0.28		$	(0.01	)	$	3.48

Basic common shares outstanding		538.2			538.9			537.3			542.0
Diluted common shares outstanding		538.2			544.8			537.3			548.0

MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in millions)

ASSETS
	March 31,		March 31,
	2025		2024
Cash and short-term investments	$	771.7	$	319.7
Accounts receivable, net		689.7		1,143.7
Inventories		1,293.5		1,316.0
Other current assets		236.4		233.6
Total current assets		2,991.3		3,013.0

Property, plant and equipment, net		1,183.7		1,194.6
Other assets		11,199.6		11,665.6
Total assets	$	15,374.6	$	15,873.2

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable and accrued liabilities	$	1,155.1	$	1,520.0
Current portion of long-term debt		—		999.4
Total current liabilities		1,155.1		2,519.4

Long-term debt		5,630.4		5,000.4
Long-term income tax payable		633.4		649.2
Long-term deferred tax liability		33.8		28.8
Other long-term liabilities		843.6		1,017.6

Stockholders’ equity		7,078.3		6,657.8
Total liabilities and stockholders’ equity	$	15,374.6	$	15,873.2

MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(in millions, except per share amounts and percentages; unaudited)

RECONCILIATION OF GAAP GROSS PROFIT TO NON-GAAP GROSS PROFIT

	Three Months Ended March 31,						Twelve Months Ended March 31,
		2025			2024			2025			2024
Gross profit, as reported	$	501.1		$	789.9		$	2,467.9		$	4,995.7
Share-based compensation expense		3.5			5.4			21.8			25.6
Cybersecurity incident expenses		—			—			20.1			—
Other manufacturing adjustments		—			4.3			—			4.3
Non-GAAP gross profit	$	504.6		$	799.6		$	2,509.8		$	5,025.6
GAAP gross profit percentage		51.6	%		59.6	%		56.1	%		65.4	%
Non-GAAP gross profit percentage		52.0	%		60.3	%		57.0	%		65.8	%

RECONCILIATION OF GAAP RESEARCH AND DEVELOPMENT EXPENSES TO NON-GAAP RESEARCH AND DEVELOPMENT EXPENSES

	Three Months Ended March 31,						Twelve Months Ended March 31,
		2025			2024			2025			2024
Research and development expenses, as reported	$	255.2		$	240.3		$	983.8		$	1,097.4
Share-based compensation expense		(25.6	)		(23.3	)		(104.6	)		(94.3	)
Other adjustments		—			—			—			(0.5	)
Non-GAAP research and development expenses	$	229.6		$	217.0		$	879.2		$	1,002.6
GAAP research and development expenses as a percentage of net sales		26.3	%		18.1	%		22.4	%		14.4	%
Non-GAAP research and development expenses as a percentage of net sales		23.7	%		16.4	%		20.0	%		13.1	%

RECONCILIATION OF GAAP SELLING, GENERAL AND ADMINISTRATIVE EXPENSES TO NON-GAAP SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

	Three Months Ended March 31,						Twelve Months Ended March 31,
		2025			2024			2025			2024
Selling, general and administrative expenses, as reported	$	152.0		$	161.8		$	617.7		$	734.2
Share-based compensation expense		(11.6	)		(14.1	)		(54.0	)		(57.6	)
Cybersecurity incident expenses		—			—			(1.3	)		—
Other adjustments		—			(0.8	)		(7.3	)		(1.3	)
Professional services associated with certain legal matters		(1.4	)		(0.3	)		(2.5	)		(1.5	)
Non-GAAP selling, general and administrative expenses	$	139.0		$	146.6		$	552.6		$	673.8
GAAP selling, general and administrative expenses as a percentage of net sales		15.7	%		12.2	%		14.0	%		9.6	%
Non-GAAP selling, general and administrative expenses as a percentage of net sales		14.3	%		11.1	%		12.6	%		8.8	%

RECONCILIATION OF GAAP OPERATING EXPENSES TO NON-GAAP OPERATING EXPENSES

	Three Months Ended March 31,						Twelve Months Ended March 31,
		2025			2024			2025			2024
Operating expenses, as reported	$	601.4		$	536.4		$	2,171.6		$	2,424.7
Share-based compensation expense		(37.2	)		(37.4	)		(158.6	)		(151.9	)
Cybersecurity incident expenses		—			—			(1.3	)		—
Other adjustments		—			(0.8	)		(7.3	)		(1.8	)
Professional services associated with certain legal matters		(1.4	)		(0.3	)		(2.5	)		(1.5	)
Amortization of acquired intangible assets ⁽¹⁾		(122.6	)		(151.2	)		(490.9	)		(605.4	)
Special charges (income) and other, net		(71.6	)		16.9			(79.2	)		12.3
Non-GAAP operating expenses	$	368.6		$	363.6		$	1,431.8		$	1,676.4
GAAP operating expenses as a percentage of net sales		62.0	%		40.5	%		49.3	%		31.8	%
Non-GAAP operating expenses as a percentage of net sales		38.0	%		27.4	%		32.5	%		22.0	%

_{⁽¹⁾ Amortization of acquired intangible assets consists of core and developed technology and customer-related acquired intangible assets in connection with business combinations. Such charges are excluded for purposes of calculating certain non-GAAP measures.}

RECONCILIATION OF GAAP OPERATING (LOSS) INCOME TO NON-GAAP OPERATING INCOME

	Three Months Ended March 31,						Twelve Months Ended March 31,
		2025			2024			2025			2024
Operating (loss) income, as reported	$	(100.3	)	$	253.5		$	296.3		$	2,571.0
Share-based compensation expense		40.7			42.8			180.4			177.5
Cybersecurity incident expenses		—			—			21.4			—
Other adjustments		—			0.8			7.3			1.8
Professional services associated with certain legal matters		1.4			0.3			2.5			1.5
Other manufacturing adjustments		—			4.3			—			4.3
Amortization of acquired intangible assets⁽¹⁾		122.6			151.2			490.9			605.4
Special charges (income) and other, net		71.6			(16.9	)		79.2			(12.3	)
Non-GAAP operating income	$	136.0		$	436.0		$	1,078.0		$	3,349.2
GAAP operating (loss) income as a percentage of net sales	(10.3) %				19.1	%		6.7	%		33.7	%
Non-GAAP operating income as a percentage of net sales		14.0	%		32.9	%		24.5	%		43.9	%

_{⁽¹⁾ Amortization of acquired intangible assets consists of core and developed technology and customer-related acquired intangible assets in connection with business combinations. Such charges are excluded for purposes of calculating certain non-GAAP measures. The use of acquired intangible assets contributed to our revenues earned during the periods presented.}

RECONCILIATION OF GAAP OTHER EXPENSE, NET TO NON-GAAP OTHER EXPENSE, NET

	Three Months Ended March 31,						Twelve Months Ended March 31,
		2025			2024			2025			2024
Other expense, net, as reported	$	(68.0	)	$	(53.8	)	$	(257.4	)	$	(205.1	)
Loss on settlement of debt		1.4			—			1.7			12.2
Loss on available-for-sale investments		1.7			—			3.5			—
Non-GAAP other expense, net	$	(64.9	)	$	(53.8	)	$	(252.2	)	$	(192.9	)
GAAP other expense, net, as a percentage of net sales	(7.0) %			(4.1) %			(5.8) %			(2.7) %
Non-GAAP other expense, net, as a percentage of net sales	(6.7) %			(4.1) %			(5.7) %			(2.5) %

RECONCILIATION OF GAAP INCOME TAX (BENEFIT) PROVISION TO NON-GAAP INCOME TAX PROVISION

	Three Months Ended March 31,						Twelve Months Ended March 31,
		2025			2024			2025			2024
Income tax (benefit) provision as reported	$	(13.7	)	$	45.0		$	39.4		$	459.0
Income tax rate, as reported		8.1	%		22.5	%		101.3	%		19.4	%
Other non-GAAP tax adjustment		23.4			26.9			77.6			(0.3	)
Non-GAAP income tax provision	$	9.7		$	71.9		$	117.0		$	458.7
Non-GAAP income tax rate		13.6	%		18.8	%		14.2	%		14.5	%

RECONCILIATION OF GAAP NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS AND GAAP DILUTED NET (LOSS) INCOME PER COMMON SHARE TO NON-GAAP NET INCOME AND NON-GAAP DILUTED NET INCOME PER COMMON SHARE

	Three Months Ended March 31,						Twelve Months Ended March 31,
		2025			2024			2025			2024
Net (loss) income attributable to common stockholders, as reported	$	(156.8	)	$	154.7		$	(2.7	)	$	1,906.9
Dividends on preferred stock		2.2			—			2.2			—
Share-based compensation expense		40.7			42.8			180.4			177.5
Cybersecurity incident expenses		—			—			21.4			—
Other adjustments		—			0.8			7.3			1.8
Professional services associated with certain legal matters		1.4			0.3			2.5			1.5
Other manufacturing adjustments		—			4.3			—			4.3
Amortization of acquired intangible assets		122.6			151.2			490.9			605.4
Special charges (income) and other, net		71.6			(16.9	)		79.2			(12.3	)
Loss on settlement of debt		1.4			—			1.7			12.2
Loss on available-for-sale investments		1.7			—			3.5			—
Other non-GAAP tax adjustment		(23.4	)		(26.9	)		(77.6	)		0.3
Non-GAAP net income	$	61.4		$	310.3		$	708.8		$	2,697.6
GAAP net (loss) income attributable to common stockholders as a percentage of net sales	(16.2)%				11.7	%	(0.1)%				25.0	%
Non-GAAP net income as a percentage of net sales		6.3	%		23.4	%		16.1	%		35.3	%
Diluted net (loss) income per common share, as reported	$	(0.29	)	$	0.28		$	(0.01	)	$	3.48
Non-GAAP diluted net income per common share	$	0.11		$	0.57		$	1.31		$	4.92
Diluted common shares outstanding, as reported		538.2			544.8			537.3			548.0
Diluted common shares outstanding non-GAAP		543.5			544.8			542.5			548.0

RECONCILIATION OF GAAP DILUTED COMMON SHARES OUTSTANDING TO NON-GAAP DILUTED COMMON SHARES OUTSTANDING

	Three Months Ended March 31,		Twelve Months Ended March 31,
	2025	2024	2025	2024
Diluted common shares outstanding, as reported	538.2	544.8	537.3	548.0
Dilutive effect of RSUs⁽¹⁾	2.7	—	4.0	—
Dilutive effect of 2015 Senior Convertible Debt⁽¹⁾	—	—	0.1	—
Dilutive effect of 2017 Senior Convertible Debt⁽¹⁾	0.3	—	0.5	—
Dilutive effect of preferred stock⁽¹⁾	2.3	—	0.6	—
Diluted common shares outstanding non-GAAP	543.5	544.8	542.5	548.0

_{⁽¹⁾The non-GAAP adjustment includes the impact that is anti-dilutive on a GAAP basis for the fiscal quarter ended March 31, 2025 and fiscal year ended March 31, 2025 as the Company generated a GAAP net loss in the respective periods.}

RECONCILIATION OF GAAP CASH FLOW FROM OPERATIONS TO FREE CASH FLOW

	Three Months Ended March 31,						Twelve Months Ended March 31,
		2025			2024			2025			2024
GAAP cash flow from operations, as reported	$	205.9		$	430.0		$	898.1		$	2,892.7
Capital expenditures		(14.2	)		(40.1	)		(126.0	)		(285.1	)
Free cash flow	$	191.7		$	389.9		$	772.1		$	2,607.6
GAAP cash flow from operations as a percentage of net sales		21.2	%		32.4	%		20.4	%		37.9	%
Free cash flow as a percentage of net sales		19.8	%		29.4	%		17.5	%		34.2	%

Microchip will host a conference call today, May 8, 2025 at 5:00 p.m. (Eastern Time) to discuss this release. This call will be simulcast over the Internet at www.microchip.com. The webcast will be available for replay until June 6, 2025.

A telephonic replay of the conference call will be available at approximately 8:00 p.m. (Eastern Time) on May 8, 2025 and will remain available until 5:00 p.m. (Eastern Time) on June 6, 2025. Interested parties may listen to the replay by dialing 201-612-7415/877-660-6853 and entering access code 13752601.

Cautionary Statement:

The statements in this release relating to our belief that this marks the bottom of this prolonged industry down cycle for Microchip, that the decisive actions we have taken are enhancing our operational capabilities through more efficient manufacturing, improving inventory management, and a renewed strategic focus, that we believe Microchip is better positioned to capitalize on growth opportunities as market conditions evolve, that we expect even more substantial inventory reduction in the June quarter as our manufacturing optimization actions are near completion, that our financing actions are helping to maintain our investment grade rating, that we believe these strategic financial moves, alongside our disciplined cost management initiatives, position us well to navigate current market challenges while maintaining financial flexibility for future growth, that our strategic initiatives continue to deliver value across markets, our commitment to innovation, that we believe we are well-positioned to address emerging opportunities in automotive, industrial, and e-mobility markets while accelerating our customers’ development cycles, that we have clearly reached an inflection point, that we expect our net sales in the June 2025 quarter to be between $1.020 billion and $1.070 billion, that our focus is on translating the momentum we are seeing on our business into enhanced shareholder value while maintaining our dividend commitment as we return to growth, our first quarter fiscal 2026 guidance for net sales and GAAP and non-GAAP gross profit, operating expenses, operating income, other expense, net, income tax (benefit) provision, net (loss) income, dividends on preferred stock, net (loss) income attributable to common stockholders, diluted common shares outstanding, diluted net (loss) per common share, capital expenditures for the June 2025 quarter and for all of fiscal 2026, adding capital equipment to selectively expand our production capacity and add research and development equipment, our belief that non-GAAP measures are useful to investors and our assumed average stock price in the June 2025 quarter are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause our actual results to differ materially, including, but not limited to: any continued uncertainty, fluctuations or weakness in the U.S. and world economies (including China and Europe) due to changes in the scope and level of tariffs, interest rates or high inflation, actions taken or which may be taken by the Trump administration or the U.S. Congress, monetary policy, political, geopolitical, trade or other issues in the U.S. or internationally (including the military conflicts in Ukraine-Russia and the Middle East), further changes in demand or market acceptance of our products and the products of our customers and our ability to respond to any increases or decreases in market demand or customer requests to reschedule or cancel orders; the mix of inventory we hold, our ability to satisfy any short-term orders from our inventory and our ability to effectively manage our inventory levels; foreign currency effects on our business; changes in utilization of our manufacturing capacity and our ability to effectively manage our production levels to meet any increases or decreases in market demand or any customer requests to reschedule or cancel orders; the impact of inflation on our business; competitive developments including pricing pressures; the level of orders that are received and can be shipped in a quarter; our ability to realize the expected benefits of our long-term supply assurance program; changes or fluctuations in customer order patterns and seasonality; our ability to effectively manage our supply of wafers from third party wafer foundries to meet any decreases or increases in our needs and the cost of such wafers, our ability to obtain additional capacity from our suppliers to increase production to meet any future increases in market demand; our ability to successfully integrate the operations and employees, retain key employees and customers and otherwise realize the expected synergies and benefits of our acquisitions; the impact of any future significant acquisitions or strategic transactions we may make; the costs and outcome of any current or future litigation or other matters involving our acquisitions (including the acquired business, intellectual property, customers, or other issues); the costs and outcome of any current or future tax audit or investigation regarding our business or our acquired businesses; the impact that the CHIPS Act will have on increasing manufacturing capacity in our industry by providing incentives for us, our competitors and foundries to build new wafer manufacturing facilities or expand existing facilities; the amount and timing of any incentives we may receive under the CHIPS Act, the impact of current and future changes in U.S. corporate tax laws (including the Inflation Reduction Act of 2022 and the Tax Cuts and Jobs Act of 2017); fluctuations in our stock price and trading volume which could impact the number of shares we acquire under our share repurchase program and the timing of such repurchases; disruptions in our business or the businesses of our customers or suppliers due to natural disasters (including any floods in Thailand), terrorist activity, armed conflict, war, worldwide oil prices and supply, public health concerns or disruptions in the transportation system; and general economic, industry or political conditions in the United States or internationally.

For a detailed discussion of these and other risk factors, please refer to Microchip’s filings on Forms 10-K and 10-Q. You can obtain copies of Forms 10-K and 10-Q and other relevant documents for free at Microchip’s website (www.microchip.com) or the SEC’s website (www.sec.gov) or from commercial document retrieval services.

Stockholders of Microchip are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. Microchip does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after this May 8, 2025 press release, or to reflect the occurrence of unanticipated events.

About Microchip:

Microchip Technology Incorporated is a leading provider of smart, connected and secure embedded control solutions. Its easy-to-use development tools and comprehensive product portfolio enable customers to create optimal designs, which reduce risk while lowering total system cost and time to market. Our solutions serve approximately 109,000 customers across the industrial, automotive, consumer, aerospace and defense, communications and computing markets. Headquartered in Chandler, Arizona, Microchip offers outstanding technical support along with dependable delivery and quality. For more information, visit the Microchip website at www.microchip.com.

Note: The Microchip name and logo are registered trademarks of Microchip Technology Incorporated in the U.S.A. and other countries. All other trademarks mentioned herein are the property of their respective companies.

INVESTOR RELATIONS CONTACT:
Sajid Daudi — Head of Investor Relations….. (480) 792-7385

The MIL Network –

May 9, 2025

MIL-OSI: Abacus Global Management Reports First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

– First Quarter 2025 Total Revenue More Than Doubled Year-over-Year to $44.1 Million –

– Longevity Funds Attracted $122.8 Million in Capital Inflows –

– GAAP Net Income of $4.6 Million –

– Adjusted Net Income Grew 158% Year-over-Year to $17.3 Million –

– Adjusted EBITDA More Than Doubled Year-over-Year to $24.5 Million –

ORLANDO, Fla., May 08, 2025 (GLOBE NEWSWIRE) — Abacus Global Management, Inc. (“Abacus” or the “Company”) (NASDAQ: ABL), a leader in the alternative asset management space, today reported results for the first quarter ended March 31, 2025.

“We delivered exceptional results in the first quarter of 2025, more than doubling our revenue and adjusted earnings year-over-year while strengthening our market position,” said Jay Jackson, Chief Executive Officer of Abacus. “Our unique business model continues to demonstrate its resilience and appeal in today’s uncertain market environment, serving both policyholders seeking liquidity and investors pursuing uncorrelated alternative assets. Additionally, our asset management business is gaining significant momentum, as evidenced by our newly launched funds attracting $122.8 million in capital inflows in just the first month. With our robust balance sheet, expanded product offerings, and growing brand presence, we are well-positioned to achieve our growth targets for 2025 and beyond.”

First Quarter 2025 Highlights

Total revenue for the first quarter more than doubled to $44.1 million, compared to $21.5 million in the prior-year period. The increase was primarily driven by higher revenues from Life Solutions (formerly active management and origination), as well as a full quarter of asset management fees from the acquisitions that were completed in the fourth quarter of 2024.

Origination capital deployment for the first quarter of 2025 was $124.9 million, compared to $54.6 million in the prior-year period; number of policies held as of the end of the first quarter of 2025 stood at 753, compared to 322 in the prior-year period.

GAAP net income attributable to shareholders for the first quarter of 2025 was $4.6 million, compared to net loss of $1.3 million in the prior-year period. The increase was primarily driven by higher revenues, partially offset by increased operating expenses related to the acquisitions completed in the fourth quarter of 2024.

Adjusted net income (a non-GAAP financial measure) for the first quarter of 2025 grew 158% to $17.3 million, compared to $6.7 million in the prior-year period. Adjusted diluted earnings per share for the first quarter of 2025 was $0.18, compared to $0.11 in the prior-year period.

Adjusted EBITDA (a non-GAAP financial measure) for the first quarter of 2025 more than doubled to $24.5 million, compared to $11.6 million in the prior-year period. Adjusted EBITDA margin (a non-GAAP financial measure) for the first quarter of 2025 was 55.6%, compared to 53.9% in the prior-year period.

Annualized return on invested capital (ROIC) (a non-GAAP financial measure) for the first quarter of 2025 was 16.7%.

Annualized Return on equity (ROE) (a non-GAAP financial measure) for the first quarter of 2025 was 16.0%.

Liquidity and Capital

As of March 31, 2025, the Company had cash and cash equivalents of $43.8 million, balance sheet policy assets of $448.1 million and outstanding long-term debt of $238.0 million.

2025 Outlook

The company is maintaining its full year 2025 outlook for Adjusted net income of between $70 million and $78 million. The range implies growth of between 51% to 68% compared to full year 2024 Adjusted net income of $46.5 million.

For a definition of Adjusted net income, see “Non-GAAP Financial Information” below.

Webcast and Conference Call

A webcast and conference call to discuss the Company’s results will be held today beginning at 5:00 p.m. (Eastern Time). A live webcast of the conference call will be available on Abacus’ investor relations website at ir.abacuslife.com. The dial-in number for the conference call is (877) 407-9716 (toll-free) or (201) 493-6779 (international). Please dial the number 10 minutes prior to the scheduled start time.

A webcast replay of the call will be available at ir.abacusgm.com for one year following the call.

Non-GAAP Financial Information

Adjusted Net Income, a non-GAAP financial measure, is defined as net income (loss) attributable to Abacus adjusted for non-controlling interest income, amortization, change in fair value of warrants and non-cash stock-based compensation and the related tax effect of those adjustments. Management believes that Adjusted Net Income is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance. A reconciliation of Adjusted Net Income to Net income attributable to Abacus, the most directly comparable GAAP measure, appears below.

The Company is unable to provide a comparable FY 2025 outlook for, or a reconciliation to net income because it cannot provide a meaningful or accurate calculation or estimation of certain reconciling items without unreasonable effort. Its inability to do so is due to the inherent difficulty in forecasting the timing of items that have not yet occurred and quantifying certain amounts that are necessary for such reconciliation, including variations in effective tax rate, expenses to be incurred for acquisition activities, and other one-time or exceptional items.

Adjusted EBITDA, a non-GAAP financial measure, is defined as net income (loss) attributable to Abacus adjusted for depreciation expense, amortization, interest expense, income tax and other non-cash and certain 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 Abacus’ control. A reconciliation of Adjusted EBITDA to Net income attributable to Abacus Life, the most directly comparable GAAP measure, appears below.

Adjusted EBITDA margin, a non-GAAP financial measure, is defined as Adjusted EBITDA divided by Total revenues. A reconciliation of Adjusted EBITDA margin to Net income margin, the most directly comparable GAAP measure, appears below.

Annualized return on invested capital (ROIC), a non-GAAP financial measure, is defined as Adjusted net income for the quarter divided by the result of Total Assets less Intangible assets, net, Goodwill and Current Liabilities multiplied by four. ROIC is not a measure of financial performance under GAAP. We believe ROIC should be considered in addition to, not as a substitute for, operating income or loss, net income or loss, cash flows provided by or used in operating, investing and financing activities or other income statement or cash flow statement line items reported in accordance with GAAP.

Annualized return on equity (ROE), a non-GAAP financial measure, is defined as Adjusted net income divided by total shareholder equity multiplied by four. ROE is not a measure of financial performance under GAAP. We believe ROE should be considered in addition to, not as a substitute for, operating income or loss, net income or loss, cash flows provided by or used in operating, investing and financing activities or other income statement or cash flow statement line items reported in accordance with GAAP. The below table presents our calculation of ROE.

Forward-Looking Statements

All statements in this press release (and oral statements made regarding the subjects of this press release) other than historical facts are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. 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 Abacus. Forward-looking information includes but is not limited to statements regarding: Abacus’s financial and operational outlook; Abacus’s operational and financial strategies, including planned growth initiatives and the benefits thereof, Abacus’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 Abacus 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: the fact that Abacus’s loss reserves are bases on estimates and may be inadequate to cover its actual losses; the failure to properly price Abacus’s insurance policies; the geographic concentration of Abacus’s business; the cyclical nature of Abacus’s industry; the impact of regulation on Abacus’s business; the effects of competition on Abacus’s business; the failure of Abacus’s relationships with independent agencies; the failure to meet Abacus’s investment objectives; the inability to raise capital on favorable terms or at all; the effects of acts of terrorism; and the effectiveness of Abacus’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 Abacus 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. Abacus 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 Abacus 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. Abacus does not give any assurance that it will achieve its expectations.

About Abacus

Abacus Global Management (NASDAQ: ABL) is a leading financial services company specializing in alternative asset management, data-driven wealth solutions, technology innovations, and institutional services. With a focus on longevity-based assets and personalized financial planning, Abacus leverages proprietary data analytics and decades of industry expertise to deliver innovative solutions that optimize financial outcomes for individuals and institutions worldwide.

Contacts:

Investor Relations
Robert F. Phillips – SVP Investor Relations and Corporate Affairs
rob@abacusgm.com
(321) 290-1198

David Jackson – Director of IR/Capital Markets
david@abacusgm.com
(321) 299-0716

Abacus Global Management Public Relations
press@abacusgm.com


ABACUS GLOBAL MANAGEMENT, INC. CONSOLIDATED BALANCE SHEET

	March 31, 2025 (unaudited)	December 31, 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$43,761,731	$131,944,282
Accounts receivable	6,251,043	15,785,531
Accounts receivable, related party	6,196,493	7,113,369
Due from affiliates	1,666,047	1,527,062
Income taxes receivable	1,946,728	2,099,673
Prepaid expenses and other current assets	1,639,257	1,094,729
Total current assets	61,461,299	159,564,646
Property and equipment, net	1,182,611	1,025,066
Intangible assets, net	75,110,105	79,786,793
Goodwill	238,296,200	238,296,200
Operating right-of-use assets	4,673,433	4,722,573
Management and performance fee receivable, related party	14,037,322	13,379,301
Life settlement policies, at cost	1,096,866	1,083,977
Life settlement policies, at fair value	446,207,963	370,398,447
Available-for-sale securities, at fair value	2,743,338	2,205,904
Other investments, at cost	9,850,000	1,850,000
Other assets	1,850,148	1,851,845
TOTAL ASSETS	$856,509,285	$874,164,752
LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt, at fair value	$117,094,610	$37,430,336
Current portion of long-term debt	1,000,000	1,000,000
Accrued expenses	2,756,688	6,139,472
Operating lease liabilities	514,137	515,597
Contract liabilities, deposits on pending settlements	600,295	2,473,543
Accrued transaction costs	—	483,206
Other current liabilities	8,834,692	14,423,925
Total current liabilities	130,800,422	62,466,079
Long-term debt, net	225,065,112	224,742,029
Long-term debt, at fair value	—	105,120,100
Long-term debt, related party	12,905,174	12,525,635
Retrocession fees payable	5,361,714	5,312,214
Operating lease liabilities	4,460,924	4,580,158
Deferred tax liability	28,185,913	26,778,865
Warrant liability	14,151,000	9,345,000
TOTAL LIABILITIES	420,930,259	450,870,080
COMMITMENTS AND CONTINGENCIES
MEZZANINE EQUITY
Series A convertible preferred stock, $0.0001 par value; 5,000 shares authorized; 5,000 issued and outstanding	5,000,000	—
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; — issued or outstanding	—	—
Class A common stock, $0.0001 par value; 200,000,000 authorized shares; 96,853,039 and 96,731,194 shares issued at March 31, 2025 and December 31, 2024, respectively	10,246	10,133
Treasury stock – at cost; 1,048,226 and 1,048,226 shares repurchased at March 31, 2025 and December 31, 2024, respectively	(12,025,137)	(12,025,137)
Additional paid-in capital	495,949,331	494,064,113
Accumulated deficit	(53,242,325)	(57,896,606)
Noncontrolling interest	(113,089)	(857,831)
Total stockholders’ equity	430,579,026	423,294,672
TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY	$856,509,285	$874,164,752

ABACUS GLOBAL MANAGEMENT, INC. UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)

	Three Months Ended
	March 31,
	2025	2024
REVENUES:
Asset management	$7,773,077	$217,935
Life solutions	36,298,657	21,269,249
Technology services	67,612	—
Total revenues	44,139,346	21,487,184
COST OF REVENUES (excluding depreciation and amortization stated below):
Cost of revenue (including stock-based compensation)	7,108,407	2,720,212
Related party cost of revenue	—	685
Total cost of revenue	7,108,407	2,720,897
GROSS PROFIT	37,030,939	18,766,287
OPERATING EXPENSES:
Sales and marketing	2,616,000	1,929,944
General and administrative (including stock-based compensation)	12,263,786	11,353,499
Change in fair value of debt	(3,362,103)	2,712,627
Unrealized gain on investments	(272,254)	(1,164,966)
Depreciation and amortization expense	4,758,546	1,682,054
Total operating expenses	16,003,975	16,513,158
OPERATING INCOME	$21,026,964	$2,253,129
OTHER INCOME (EXPENSE):
Change in fair value of warrant liability	(4,806,000)	946,960
Interest expense	(9,618,330)	(3,670,445)
Interest income	1,175,001	421,426
Other expense	(44,524)	(53,028)
Total other (expense)	(13,293,853)	(2,355,087)
Net income (loss) before provision for income taxes	7,733,111	(101,958)
Income tax expense	2,334,085	1,173,513
NET INCOME (LOSS)	5,399,026	(1,275,471)
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST	759,443	73,274
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$4,639,583	($1,348,745)
EARNINGS (LOSS) PER SHARE:
Earnings (loss) per share – basic	$0.05	($0.02)
Earnings (loss) per share – diluted	$0.05	($0.02)
Weighted-average stock outstanding—basic	96,193,199	63,027,246
Weighted-average stock outstanding—diluted	97,498,923	63,027,246

NET (LOSS) INCOME	5,399,026	(1,275,471)
Other comprehensive income (loss), net of tax or tax benefit:
Change in fair value of debt (risk adjusted)	—	7,436
Comprehensive (loss) income before non-controlling interests	5,399,026	(1,268,035)
Net and comprehensive income (loss) attributable to non-controlling interests	759,443	68,760
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$4,639,583	($1,336,795)

ABACUS GLOBAL MANAGEMENT, INC. ADJUSTED NET INCOME

	Three Months Ended March 31,
	2025		2024
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	4,639,583	$	(1,348,745)
Net income (loss) attributable to noncontrolling interests	759,443		73,274
Stock based compensation	2,355,395		6,093,371
Amortization expense	4,691,720		1,667,109
Change in fair value of warrant liability	4,806,000		(946,960)
Tax impact ^[1]	—		1,165,902
ADJUSTED NET INCOME	$	17,252,141	$	6,703,951
^[1] Tax impact represents the permanent difference in tax expense related to the restricted stock awards granted to certain executives due to IRC 162(m) limitations.


ABACUS GLOBAL MANAGEMENT, INC. ADJUSTED EBITDA

	Three Months Ended March 31,
	2025		2024
NET INCOME (LOSS)	$	5,399,026	$	(1,275,471)
Depreciation and amortization expense	4,758,546		1,682,054
Income tax expense	2,334,085		1,173,513
Interest expense	9,618,330		3,670,445
Other expense	44,524		53,028
Interest income	(1,175,001)		(421,426)
Change in fair value of warrant liability	4,806,000		(946,960)
Stock based compensation	2,355,395		6,093,371
Unrealized gain on investments	(272,254)		(1,164,966)
Change in fair value of debt	(3,362,103)		2,712,627
ADJUSTED EBITDA	$	24,506,548	$	11,576,215
Adjusted EBITDA margin	55.50%		53.90%
Net Income (Loss) margin	12.20%		-5.90%

ABACUS GLOBAL MANAGEMENT, INC. ADJUSTED RETURN ON INVESTED CAPITAL (ROIC)

	For the Period Ended			For the Period Ended
	March 31, 2025			March 31, 2024
Total Assets	$	856,509,285		$	376,719,400
Less:
Intangible assets, net		(75,110,105	)		(28,048,028	)
Goodwill		(238,296,200	)		(140,287,000	)
Current Liabilities		(130,800,422	)		(23,835,352	)
Total Invested Capital	$	412,302,558		$	184,549,020


Adjusted Net income	$	17,252,141		$	6,703,951
Adjusted Annualized ROIC		16.7	%		14.5	%


ABACUS GLOBAL MANAGEMENT, INC. ADJUSTED RETURN ON EQUITY (ROE)

	For the Period Ended			For the Period Ended
	March 31, 2025			March 31, 2024
Total Shareholder Equity	$	430,579,026		$	165,340,772

Adjusted Net income	$	17,252,141		$	6,703,951
Adjusted Annualized ROE		16.0	%		16.2	%

The MIL Network –

May 9, 2025

MIL-OSI: Turtle Beach Corporation Announces Growth in Revenue, Adjusted EBITDA and Gross Margins in First Quarter 2025 Results and $75 Million Share Repurchase Program

Source: GlobeNewswire (MIL-OSI)

–Net Revenue of $63.9 million, up 14% compared to prior year–
–Gross Margin improved to 36.6%, an increase of approximately 470 basis points compared to prior year–
–Net Loss of $(0.7) million compared to Net Income of $0.2 million in prior year–
–Adjusted EBITDA of $4.1 million, up from $1.4 million in prior year–
–Generated $40.5 million in cash flow from operations, the highest level since 2019–
–Authorized a new $75 million stock repurchase program–

SAN DIEGO, May 08, 2025 (GLOBE NEWSWIRE) — Turtle Beach Corporation (Nasdaq: TBCH), a leading gaming accessories brand, today reported strong financial results, including growth in revenue, Adjusted EBITDA, and gross margins in the first quarter ended March 31, 2025.

First Quarter Highlights

Net revenue was $63.9 million, an increase of 14% compared to the prior year period.
Gross margin improved approximately 470 basis points to 36.6% compared to 31.8% in the prior year.
Net loss was $(0.7) million or ($0.03) per diluted share compared to net income of $0.2 million or $0.01 per diluted share in the prior year period.
Adjusted EBITDA was $4.1 million, compared to $1.4 million in the prior year period.
Generated $40.5 million in cash flow from operations, the highest level since 2019.
Authorized a new $75 million stock repurchase program.

“With incremental revenue and margin from our March 2024 acquisition of PDP, we delivered strong Q1 growth over the prior year, despite a year-to-date decline in gaming accessories markets due to current macroeconomic headwinds. Our Adjusted EBITDA growth reflects the benefits from our expanded portfolio of next-generation gaming accessories and highlights the accretive advantages of our M&A strategy and strong execution,” said Cris Keirn, CEO, Turtle Beach Corporation.

“As we have entered into a dynamic and complex macroeconomic environment, we have rapidly adapted our operations to better position the Company for the future. We have been prepared for the potential shift in tariffs and have quickly responded. We proactively increased inventory levels at the start of the year, and following the announcement in early April of new tariffs, we took immediate and decisive action. We are pleased to report that because of our early planning and preparedness, we are transitioning significant production out of China. As such, following the first quarter, less than 10% of our supply for the U.S. will come from China. For the remainder of 2025, our U.S. supply will primarily come from Vietnam, and we will continue evaluating and implementing further diversification of our end-to-end supply chain. Additionally, we have mitigation plans in place should additional changes occur to the current tariff environment for Vietnam. The portion of our supply chain that we continue maintaining in China will primarily be dedicated to producing goods for non-U.S. shipments.

“Our commitment to long-term value creation extends beyond product innovation. Over the past year, we implemented the largest share repurchase program in the Company’s history, as we continue to opportunistically return capital to shareholders. The recent decision by our board of directors to authorize the repurchase of up to $75 million of our stock over the next two years signals our continued confidence in our prospects and our continued willingness to repurchase the Company’s shares.

“Given recent events in the broader macroeconomic environment, we’ve made thoughtful revisions in our financial outlook. We remain confident in our near-term initiatives, the expertise of our team, and our ability to drive value for shareholders. Our focus on profitability, operational efficiency, and growth continues to drive our efforts as we adapt to these evolving conditions. We appreciate the ongoing support of our shareholders and stakeholders as we work toward more growth in 2026 and execute our strategy for sustainable, long-term success.”

Share Repurchase Update
For the first quarter ended March 31, 2025, the Company repurchased $1.8 million of common stock. Since the Company began repurchasing shares under the prior stock repurchase authorization program in the second quarter of 2024, the Company has repurchased 1.9 million shares for an aggregate purchase price of $29.5 million. In line with its continued commitment to return capital to shareholders, the Company is opportunistically assessing various potential share repurchase strategies. The Company has authorized a new stock repurchase program of up to $75 million over the next two years. The amount and timing of specific repurchases are subject to market conditions, applicable legal requirements, restrictions in the Company’s debt agreements and other factors. The Company intends to fund the share repurchases using cash from operations or short-term borrowings and may suspend or discontinue repurchases at any time. The share repurchase program is scheduled to expire on May 6, 2027.

Balance Sheet and Cash Flow Summary
As of March 31, 2025, the Company had net debt of $43.6 million, comprised of $55.2 million of borrowings less $11.7 million of cash. During the first quarter ended March 31, 2025, the Company generated $40.5 million in cash flow from operations, the highest level since 2019.

Financial Outlook
Due to the ongoing macroeconomic uncertainty and the recent industry announcements regarding new game releases, the Company is revising its financial outlook for the full year 2025. The Company currently expects gaming accessories markets to improve throughout 2025 but remain down for the full year compared to 2024, resulting in Company net revenues in the range of $340 million and $360 million. As the Company continues to execute on its profitability initiatives, it currently expects Adjusted EBITDA to be between $47 million and $53 million.

Earnings Conference Call and Webcast Details
Turtle Beach will host a conference call and audio webcast today, May 8, at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time), during which management will discuss first quarter results and provide commentary on business performance and its current outlook for 2025. A question-and-answer session will follow the prepared remarks.

The conference call may be accessed by telephone by dialing 877-407-0792 or 201-689-8263.

A live audio webcast of the earnings conference call may be accessed on Turtle Beach’s website at corp.turtlebeach.com, along with a copy of this press release and an updated investor presentation. A telephone replay of the call will be available through May 22, 2025, and can be accessed by dialing 1-844-512-2921 or 1-412-317-6671 and entering passcode 13752645. A replay of the webcast will also be available on the investor relations website for a limited time.

About Turtle Beach Corporation
Turtle Beach Corporation (the “Company”) (corp.turtlebeach.com) is one of the world’s leading gaming accessory providers. The Company’s namesake Turtle Beach brand (www.turtlebeach.com) is known for designing best-selling gaming headsets, top-rated game controllers, award-winning PC gaming peripherals, and groundbreaking gaming simulation accessories. Innovation, first-to-market features, a broad range of products for all types of gamers, and top-rated customer support have made Turtle Beach a fan-favorite brand and the market leader in console gaming audio for over a decade. Turtle Beach Corporation acquired Performance Designed Products LLC (www.pdp.com) in 2024. Turtle Beach’s shares are traded on the Nasdaq Exchange under the symbol: TBCH.

Non-GAAP Financial Measures
In addition to its reported results, the Company has included in this earnings release certain financial metrics, including Adjusted EBITDA, that the Securities and Exchange Commission define as “non-GAAP financial measures.” Management believes that such non-GAAP financial measures, when read in conjunction with the Company’s reported results, can provide useful supplemental information for investors analyzing period-to-period comparisons of the Company’s results. Non-GAAP financial measures are not an alternative to the Company’s GAAP financial results and may not be calculated in the same manner as similar measures presented by other companies. “Adjusted EBITDA” is defined by the Company as net income (loss) before interest, taxes, depreciation and amortization, stock-based compensation (non-cash), and certain non-recurring special items that we believe are not representative of core operations, as further described in Table 4. These non-GAAP financial measures are presented because management uses non-GAAP financial measures to evaluate the Company’s operating performance, to perform financial planning, and to determine incentive compensation. Therefore, the Company believes that the presentation of non-GAAP financial measures provides useful supplementary information to, and facilitates additional analysis by, investors. The non-GAAP financial measures included herein exclude items that management does not believe reflect the Company’s core operating performance because such items are inherently unusual, non-operating, unpredictable, non-recurring, or non-cash. See a reconciliation of GAAP results to Adjusted EBITDA included as Table 4 below for the three months ended March 31, 2025, and March 31, 2024.

By providing full year 2025 Adjusted EBITDA guidance, the Company provided its expectation of a forward-looking non-GAAP financial measure. Information reconciling full year 2025 Adjusted EBITDA to its most directly comparable GAAP financial measure, net income (loss), is unavailable to the Company without unreasonable effort due to the variability, complexity, and lack of visibility with respect to certain reconciling items between Adjusted EBITDA and net income (loss), including other income (expense), provision for income taxes and stock-based compensation. These items cannot be reasonably and accurately predicted without the investment of undue time, cost and other resources and, accordingly, a reconciliation of the Company’s Adjusted EBITDA outlook to its net income (loss) outlook for such periods is not provided. These reconciling items could be material to the Company’s actual results for such periods.

Cautionary Note on Forward-Looking Statements
This press release includes forward-looking information and statements within the meaning of the federal securities laws. Except for historical information contained in this release, statements in this release may constitute forward-looking statements regarding assumptions, projections, expectations, targets, intentions, or beliefs about future events. Statements containing the words “may”, “could”, “would”, “should”, “believe”, “expect”, “anticipate”, “plan”, “estimate”, “target”, “goal”, “project”, “intend” and similar expressions, or the negatives thereof, constitute forward-looking statements. Forward-looking statements are only predictions and are not guarantees of performance. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. The inclusion of such information should not be regarded as a representation by the Company, or any person, that the objectives of the Company will be achieved. Forward-looking statements are based on management’s current beliefs and expectations, as well as assumptions made by, and information currently available to, management.

While the Company believes that its expectations are based upon reasonable assumptions, there can be no assurances that its goals and strategy will be realized. Numerous factors, including risks and uncertainties, may affect actual results and may cause results to differ materially from those expressed in forward-looking statements made by the Company or on its behalf. Some of these factors include, but are not limited to, risks related to trade policies, including the imposition of tariffs on imported goods and other trade restrictions, the release and availability of successful game titles, macroeconomic conditions affecting the demand for our products, logistic and supply chain challenges and costs, dependence on the success and availability of third-parties to manufacture and manage the logistics of transporting and distributing our products, the substantial uncertainties inherent in the acceptance of existing and future products, the difficulty of commercializing and protecting new technology, the impact of competitive products and pricing, general business and economic conditions, risks associated with the expansion of our business including the integration of any businesses we acquire and the integration of such businesses within our internal control over financial reporting and operations, our indebtedness, liquidity, and other factors discussed in our public filings, including the risk factors included in the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and the Company’s other periodic reports filed with the Securities and Exchange Commission. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission, the Company is under no obligation to publicly update or revise any forward-looking statement after the date of this release whether as a result of new information, future developments or otherwise.

CONTACTS

Investors:
tbch@icrinc.com
(646) 277-1285

Public Relations & Media:
MacLean Marshall
Sr. Director, Global Communications
Turtle Beach Corporation
(858) 914-5093
maclean.marshall@turtlebeach.com


Turtle Beach Corporation Condensed Consolidated Statements of Operations (in thousands, except per-share data) (unaudited)
Table 1.
	Three Months Ended
	March 31,			March 31,
	2025			2024
Net revenue	$	63,901		$	55,848
Cost of revenue		40,534			38,062
Gross profit		23,367			17,786
Operating expenses:
Selling and marketing		12,453			9,013
Research and development		3,993			3,902
General and administrative		8,216			5,674
Insurance recovery		(3,439	)		–
Acquisition-related cost		608			4,910
Total operating expenses		21,831			23,499
Operating income (loss)		1,536			(5,713	)
Interest expense		2,006			150
Other non-operating expense, net		303			370
Loss before income tax		(773	)		(6,233	)
Income tax expense (benefit)		(109	)		(6,388	)
Net income (loss)	$	(664	)	$	155

Net loss per share
Basic	$	(0.03	)	$	0.01
Diluted	$	(0.03	)	$	0.01
Weighted average number of shares:
Basic		20,506			18,321
Diluted		20,506			19,389



Turtle Beach Corporation Condensed Consolidated Balance Sheets (in thousands, except par value and share amounts)
Table 2.
	March 31,			December 31,
	2025			2024
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	11,684		$	12,995
Accounts receivable, net		42,354			93,118
Inventories		73,664			71,251
Prepaid expenses and other current assets		14,533			11,007
Total Current Assets		142,235			188,371
Property and equipment, net		4,884			5,844
Goodwill		50,428			52,942
Intangible assets, net		40,382			42,398
Other assets		9,095			9,306
Total Assets	$	247,024		$	298,861
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Revolving credit facility	$	6,592		$	49,412
Accounts payable		39,539			34,839
Other current liabilities		26,294			39,421
Total Current Liabilities		72,425			123,672
Debt, non-current		45,544			45,620
Income tax payable		1,367			1,362
Other liabilities		6,814			7,603
Total Liabilities		126,150			178,257
Commitments and Contingencies
Stockholders’ Equity
Common stock		20			20
Additional paid-in capital		240,150			239,983
Accumulated deficit		(118,758	)		(118,094	)
Accumulated other comprehensive loss		(538	)		(1,305	)
Total Stockholders’ Equity		120,874			120,604
Total Liabilities and Stockholders’ Equity	$	247,024		$	298,861



Turtle Beach Corporation Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited)
Table 3.
	Three Months Ended
	March 31, 2025			March 31, 2024

CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(664	)	$	155
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization		1,110			916
Amortization of intangible assets		2,016			560
Amortization of debt financing costs		276			70
Stock-based compensation		1,912			1,105
Deferred income taxes		(445	)		(6,716	)
Change in sales returns reserve		1,873			(2,410	)
Provision for obsolete inventory		486			794
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		48,891			35,918
Inventories		(2,899	)		(3,063	)
Accounts payable		4,716			8,065
Prepaid expenses and other assets		(3,473	)		(357	)
Income taxes payable		(1,401	)		2
Other liabilities		(11,946	)		(7,782	)
Net cash provided by operating activities		40,452			27,257
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(166	)		(731	)
Acquisition of a business, net of cash acquired		2,515			(75,494	)
Net cash provided by (used for) investing activities		2,349			(76,225	)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on revolving credit facilities		65,276			80,288
Repayment of revolving credit facilities		(108,096	)		(80,288	)
Proceeds of term loan		–			50,000
Repayment of term loan		(312	)		(104	)
Proceeds from exercise of stock options and warrants		5			1,257
Repurchase of common stock		(1,750	)		–
Debt issuance costs		–			(3,170	)
Net cash provided by (used for) financing activities		(44,877	)		47,983
Effect of exchange rate changes on cash and cash equivalents		765			75
Net decrease in cash and cash equivalents		(1,311	)		(910	)
Cash and cash equivalents – beginning of period		12,995			18,726
Cash and cash equivalents – end of period	$	11,684		$	17,816



Turtle Beach Corporation GAAP to Adjusted EBITDA Reconciliation (in thousands)
Table 4.
	Three Months Ended
	March 31,
	2025			2024
	(in thousands)
Net (loss) income	$	(664	)	$	155
Interest expense		2,006			150
Depreciation and amortization		3,126			1,476
Stock-based compensation		1,912			1,105
Income tax benefit (1)		(109	)		(6,388	)
Restructuring expense (2)		5			41
Acquisition-related expense (3)		608			4,910
Insurance recovery (4)		(3,439	)		—
Loss on inventory in transit and other costs (5)		605			—
Adjusted EBITDA	$	4,050		$	1,449

(1)	An income tax benefit of $7.0 million was recorded in the three months ended March 31, 2024 as a result of the reversal of a portion of the Company’s deferred tax asset valuation allowance.
(2)	Restructuring charges are expenses that are paid in connection with reorganization of our operations. These costs primarily include severance and related benefits.
(3)	Acquisition-related cost includes one-time costs we incurred in connection with acquisitions including warehouse lease impairment, professional fees such as legal and accounting along with other certain integration related costs.
(4)	Insurance proceeds from claims related to a loss of inventory while in transit that occurred in the fourth quarter of 2024.
(5)	Certain professional fees related to recovery initiatives in connection with a loss of Turtle Beach inventory while in transit that occurred in the fourth quarter of 2024.

The MIL Network –

May 9, 2025

MIL-OSI: HCI Group Reports First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

First Quarter Diluted EPS of $5.35
First Quarter Pre-Tax Income of $100.3 million
Exzeo Ready to be Standalone Company

TAMPA, Fla., May 08, 2025 (GLOBE NEWSWIRE) — HCI Group, Inc. (NYSE:HCI) reported pre-tax income of $100.3 million and net income of $74.2 million for the first quarter of 2025. Net income after noncontrolling interests was $69.7 million compared with $47.6 million in the first quarter of 2024. Diluted earnings per share were $5.35 in the first quarter of 2025, compared with $3.81 diluted earnings per share, in the first quarter of 2024.

Management Commentary
“HCI Group had a terrific first quarter,” said HCI Group Chairman and Chief Executive Officer Paresh Patel. “We are happy to announce that Exzeo is ready to be a standalone company. Consequently, our Board has determined to pursue a potential tax-free spin-off of Exzeo to existing HCI shareholders that, subject to customary conditions, is targeted for completion by the end of the year.”

First Quarter 2025 Commentary
Consolidated gross premiums earned in the first quarter of 2025 increased by 17.0% to $300.4 million from $256.6 million in the first quarter of 2024 driven primarily by assumptions of policies from Citizens Property Insurance Corporation.

Premiums ceded for reinsurance in the first quarter of 2025 were $99.6 million compared with $68.1 million in the first quarter of 2024. The increase was primarily attributable to higher reinsurance costs due to growth in the number of policies in force and total insured value.

Net investment income in the first quarter of 2025 was $13.8 million compared with $14.1 million in the first quarter of 2024. The decrease was primarily attributable to a decrease in income from limited partnership investments.

Losses and loss adjustment expenses in the first quarter of 2025 were $59.3 million compared with $79.9 million in the first quarter of 2024 despite the growth in gross premiums earned. The decrease is primarily driven by a decline in claims and litigation frequency. The gross loss ratio in the first quarter was 19.7% compared to 31.1% in the first quarter of 2024.

Policy acquisition and other underwriting expenses in the first quarter of 2025 were $27.3 million compared with $22.1 million in the first quarter of 2024 driven by higher gross premiums earned.

General and administrative personnel expenses in the first quarter of 2025 increased to $20.5 million from $16.3 million in the first quarter of 2024. The increase was primarily attributable to higher accrued discretionary bonus, stock-based compensation and employee health benefits.

Conference Call
HCI Group will hold a conference call later today, May 8, 2025, to discuss these financial results. Chairman and Chief Executive Officer Paresh Patel, Chief Operating Officer Karin Coleman and Chief Financial Officer Mark Harmsworth will host the call starting at 4:45 p.m. Eastern time.

Interested parties can listen to the live presentation by dialing the listen-only number below or by clicking the webcast link available on the Investor Information section of the company’s website at www.hcigroup.com.

Listen-only toll-free number: (888) 506-0062
Listen-only international number: (973) 528-0011
Entry Code: 325047

Please call the conference telephone number 10 minutes before the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at (949) 574-3860.

A replay of the call will be available by telephone after 8:00 p.m. Eastern time on the same day as the call and via the Investor Information section of the HCI Group website at www.hcigroup.com through May 8, 2026.

Toll-free replay number: (877) 481-4010
International replay number: (919) 882-2331
Replay ID: 52364

About HCI Group, Inc.
HCI Group, Inc. is a holding company with two distinct operating units. The first unit includes four top-performing insurance companies, a captive reinsurance company, and operations in claims management and real estate. The second unit, called Exzeo Group, is a leading innovator of insurance technology that utilizes advanced underwriting algorithms and data analytics. Exzeo empowers property and casualty insurers to transform underwriting outcomes and achieve industry-leading results.

The company’s common shares trade on the New York Stock Exchange under the ticker symbol “HCI” and are included in the Russell 2000 and S&P SmallCap 600 Index. HCI Group, Inc. regularly publishes financial and other information in the Investor Information section of the company’s website. For more information about HCI Group and its subsidiaries, visit www.hcigroup.com.

Forward-Looking Statements
This news release may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “confident,” “prospects” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions, but rather are subject to various risks and uncertainties. For example, the estimation of reserves for losses and loss adjustment expenses is an inherently imprecise process involving many assumptions and considerable management judgment. In addition, there can be no assurance the Internal Revenue Service will determine the company’s proposed spinoff will be tax free to HCI shareholders. Some of these risks and uncertainties are identified in the company’s filings with the Securities and Exchange Commission. Should any risks or uncertainties develop into actual events, these developments could have material adverse effects on the company’s business, financial condition and results of operations. HCI Group, Inc. disclaims all obligations to update any forward-looking statements.

Company Contact:
Bill Broomall, CFA
Investor Relations
HCI Group, Inc.
Tel (813) 776-1012
wbroomall@typtap.com

Investor Relations Contact:
Matt Glover
Gateway Group, Inc.
Tel (949) 574-3860
HCI@gateway-grp.com


– Tables to follow –

HCI GROUP, INC. AND SUBSIDIARIES Selected Financial Metrics (Dollar amounts in thousands, except per share amounts)

	Q1 2025			Q1 2024			FY 2024
	(Unaudited)			(Unaudited)
Insurance Operations
Gross Written Premiums:
Homeowners Choice	$	117,133		$	91,875		$	593,943
TypTap Insurance Company		142,396			143,624			491,413
Condo Owners Reciprocal Exchange		7,731			19,487			81,411
Tailrow Reciprocal Exchange		21,985			–			–
Total Gross Written Premiums		289,245			254,986			1,166,767

Gross Premiums Earned:
Homeowners Choice		156,489			149,271			589,137
TypTap Insurance Company		124,447			103,748			442,876
Condo Owners Reciprocal Exchange		15,325			3,625			51,207
Tailrow Reciprocal Exchange		4,122			–			–
Total Gross Premiums Earned		300,383			256,644			1,083,220

Gross Premiums Earned Loss Ratio		19.7	%		31.1	%		34.6	%

Per Share Metrics
Diluted EPS	$	5.35		$	3.81		$	8.89

Dividends per share	$	0.40		$	0.40		$	1.60

Book value per share at the end of period	$	48.55		$	38.50		$	42.10

Shares outstanding at the end of period		10,765,336			10,276,463			10,767,184


HCI GROUP, INC. AND SUBSIDIARIES Consolidated Balance Sheets (Dollar amounts in thousands)

	March 31, 2025		December 31, 2024
	(Unaudited)
Assets
Fixed-maturity securities, available for sale, at fair value (amortized cost: $651,071 and $719,536, respectively and allowance for credit losses: $0 and $0, respectively)	$	652,861	$	718,537
Equity securities, at fair value (cost: $52,962 and $52,030, respectively)		55,226		56,200
Limited partnership investments		20,176		20,802
Real estate investments		80,151		79,120
Total investments		808,414		874,659

Cash and cash equivalents		754,481		532,471
Restricted cash		3,722		3,714
Accrued interest and dividends receivable		7,650		6,008
Income taxes receivable		—		463
Deferred income taxes, net		1,502		72
Premiums receivable, net (allowance: $4,684 and $5,891, respectively)		54,704		50,582
Prepaid reinsurance premiums		38,009		92,060
Reinsurance recoverable, net of allowance for credit losses:
Paid losses and loss adjustment expenses (allowance: $0 and $0, respectively)		46,335		36,062
Unpaid losses and loss adjustment expenses (allowance: $151 and $186, respectively)		481,434		522,379
Deferred policy acquisition costs		56,398		54,303
Property and equipment, net		30,237		29,544
Right-of-use-assets – operating leases		1,124		1,182
Intangible assets, net		4,565		5,206
Funds withheld for assumed business		8,451		11,690
Other assets		9,642		9,818

Total assets	$	2,306,668	$	2,230,213

Liabilities and Equity
Losses and loss adjustment expenses	$	798,146	$	845,900
Unearned premiums		573,565		584,703
Advance premiums		37,807		18,867
Reinsurance payable on paid losses and loss adjustment expenses		—		2,496
Ceded reinsurance premiums payable		19,779		18,313
Assumed premiums payable		3,582		2,176
Accrued expenses		29,110		17,677
Income tax payable		33,378		5,451
Deferred income taxes, net		3,661		2,830
Revolving credit facility		42,000		44,000
Long-term debt		185,332		185,254
Lease liabilities – operating leases		1,131		1,185
Other liabilities		34,708		32,320

Total liabilities		1,762,199		1,761,172

Commitments and contingencies
Redeemable noncontrolling interest		1,637		1,691

Equity:
Common stock, (no par value, 40,000,000 shares authorized, 10,765,336 and 10,767,184 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively)		—		—
Additional paid-in capital		124,170		122,289
Retained income		397,171		331,793
Accumulated other comprehensive loss, net of taxes		1,342		(749	)
Total stockholders’ equity		522,683		453,333
Noncontrolling interests		20,149		14,017
Total equity		542,832		467,350

Total liabilities, redeemable noncontrolling interest, and equity	$	2,306,668	$	2,230,213


HCI GROUP, INC. AND SUBSIDIARIES Consolidated Statements of Income (Unaudited) (Dollar amounts in thousands, except per share amounts)

	Three Months Ended
	March 31,
	2025			2024
Revenue

Gross premiums earned	$	300,383		$	256,644
Premiums ceded		(99,635	)		(68,106	)

Net premiums earned		200,748			188,538

Net investment income		13,751			14,067
Net realized investment gains		1,167			—
Net unrealized investment (losses) gains		(1,906	)		2,635
Policy fee income		2,229			1,019
Other		444			355

Total revenue		216,433			206,614

Expenses

Losses and loss adjustment expenses		59,291			79,922
Policy acquisition and other underwriting expenses		27,287			22,139
General and administrative personnel expenses		20,483			16,274
Interest expense		3,384			3,149
Other operating expenses		5,649			7,700

Total expenses		116,094			129,184

Income before income taxes		100,339			77,430

Income tax expense		26,109			20,474

Net income	$	74,230		$	56,956
Net income attributable to redeemable noncontrolling interests		—			(10,149	)
Net (income) loss attributable to noncontrolling interests		(4,546	)		804

Net income after noncontrolling interests	$	69,684		$	47,611

Basic earnings per share	$	6.47		$	4.76

Diluted earnings per share	$	5.35		$	3.81

Dividends per share	$	0.40		$	0.40


HCI GROUP, INC. AND SUBSIDIARIES (Amounts in thousands, except per share amounts)

A summary of the numerator and denominator of basic and diluted earnings per common share calculated in accordance with GAAP is presented below.

	Three Months Ended							Three Months Ended
	March 31, 2025							March 31, 2024
	Income			Shares (a)		Per Share		Income			Shares (a)		Per Share
	(Numerator)			(Denominator)		Amount		(Numerator)			(Denominator)		Amount
Net income	$	74,230						$	56,956
Less: Net income attributable to redeemable noncontrolling interests		—							(10,149	)
Less: Net (income) loss attributable to noncontrolling interests		(4,546	)						804
Net income attributable to HCI		69,684							47,611
Less: Income attributable to participating securities		(3,103	)						(1,218	)
Basic Earnings Per Share:
Income allocated to common stockholders		66,581			10,286	$	6.47		46,393			9,751	$	4.76

Effect of Dilutive Securities:
Stock options		—			350				—			280
Convertible senior notes		1,873			2,142				1,640			2,282
Warrants		—			7				—			305

Diluted Earnings Per Share:
Income available to common stockholders and assumed conversions	$	68,454			12,785	$	5.35	$	48,033			12,618	$	3.81

(a) Shares in thousands.

The MIL Network –

May 9, 2025

MIL-OSI USA: Brownley and House Natural Resources Democrats Reject Republicans’ Plan to Sacrifice our Public Lands, Waters and Wildlife for Billionaire Tax Cuts

Source: United States House of Representatives – Julia Brownley (D-CA)

Washington, DC – On Tuesday, Congresswoman Julia Brownley (CA-26) and House Natural Resources Committee Democrats rejected House Republicans’ plan to sell off our lands, waters, and wildlife to fund tax cuts for billionaires in the Committee’s portion of the Republican reconciliation package. Democrats were united in the bipartisan opposition to a Republican amendment offered in the dead of night to sell off thousands of acres of public lands. While House Republicans remained silent, Democrats presented a unified front to protect communities, the American taxpayers, and our most cherished places.

“Republicans have launched one of the most egregious attacks on our public lands, our waters, and our health that we have ever witnessed. It hands over our national parks, forests, and precious natural resources to oil and gas corporations, putting their profits over the safety and well-being of the American people,” said Congresswoman Brownley. “In exchange for giveaways to the wealthiest polluters, American families will face higher energy costs, dirtier air and water, and more frequent environmental disasters. This is the same ‘polluters over people’ agenda that has defined the Trump Administration, where corporate greed comes first and the American people pay the price. This Republican proposal will add billions to the deficit while selling off our environment, our economy, and our future to the highest bidder. This bill is shameful, and the American people deserve better.”

“Republicans just rammed the most extreme, anti-environment legislation in American history through the Natural Resources Committee. It’s a billionaires-first, Americans-last giveaway to benefit Big Oil and polluters,” said Ranking Member Jared Huffman (CA-02). “It guts clean air and water protections, slashes funding for our national parks, and sells off, auctions off, and even allows for giving away our public lands to special interests. For the first time, Americans who simply want their voices heard on Big Oil projects on federal land will be slapped with fees for daring to protest. House Republicans not only voted in lock-step for this cartoonishly extreme bill, they refused to participate in any public debate or discussion about it. I’m sure they had plenty of discussion with their corporate polluter puppet masters, but in the only public hearing before this bill goes to the House Floor they refused to even discuss it. The American people deserve better policy and process than what they’re getting from this GOP Congress. I’m proud that Democrats showed up and fully engaged in debating and challenging this terrible bill. We fought back. And we’ll keep fighting for Americans’ basic freedoms, which include clean air, safe water, healthy communities, and a livable planet for future generations.”

“The only thing these budget gimmicks will do is drive up Big Oil profits, CEO pay, and shareholder dividends at the expense of our public lands and the American taxpayer,” said Congresswoman Yassamin Ansari (AZ-03). “We should be caring about the everyday Americans who are going to be suffering from the consequences of these decisions for years. Our constituents, who are already facing a climate crisis with heat wave after heat wave, who are getting sick from the pollution released by coal fired power plants and petrochemical facilities next door, all compounded by threats of serious cuts to Medicaid healthcare coverage.”

“House Republicans are once again putting polluters over people. But as a mother, I refuse to let my children’s future be auctioned off to Big Oil. I offered common-sense amendments that range from blocking funds to agencies that refuse to comply with the courts to stopping oil and gas drilling near schools and hospitals,” said Congresswoman Maxine Dexter (OR-03). “This bill is a giveaway to Big Oil and billionaires. My amendments demand House Republicans choose: people or polluters?”

“Instead of advancing a budget that helps address the challenges Americans are confronting, House Republicans are combining the most extreme attack on our nation’s natural resources with enormous cuts to Medicaid, Social Security, and other critical programs working families depend on every single day,” said Congresswoman Debbie Dingell (MI-06). “We should be focusing on expanding public access to federal lands, not auctioning them off. And we should be investing in our National Parks System and National Wildlife Refuges, not making it harder for Americans to visit these special places. This bill doesn’t put Americans first—it gives massive handouts to pad polluters’ pockets with no regard for the environment.”

“This is a fire sale on our federal land and waters,” said Congresswoman Sarah Elfreth (MD-03). “This bill reduces corporate fees and eliminates environmental and judicial safeguards that our constituents deserve. And, all for what? There is no guarantee that any of those resources will benefit Americans or lower the cost of energy for our taxpayers. We’ll still be exporting this oil just like before. We’ll still be importing oil to our refineries. We’re putting at real risk the natural resources and national security assets that I’ll address with my amendments. Taxpayers will once again be footing the bill for large corporations from all over the world who score a lease to pillage our land with no recourse. I believe that our taxpayers simply deserve better.”

“This bill is a giveaway to big oil and gas companies at the expense of our environment, workers, and communities,” said Congresswoman Val Hoyle (OR-04). “Instead of investing in bipartisan priorities like wildfire prevention or strengthening our coastal communities, it prioritizes polluters and weakens the very protections Americans rely on. I stand firmly against this reckless and misguided approach.”

“This bill is nothing more than a billion-dollar giveaway to corporations,” said Congresswoman Teresa Leger Fernández (NM-03). “House Republicans are selling off our lands, slashing corporate royalty rates, and raising fees on clean energy—all to pay for tax breaks for billionaires. They’re making our families pay the price in higher energy bills, polluted water, and more extreme climate disasters. I offered amendments to protect Tribal sovereignty, keep revenues in oil and gas producing states like New Mexico, and block foreign adversaries from exploiting our resources. These are common sense protections—but Republicans chose to protect polluters over working families.”

“The devastating effects of climate change will cost us trillions of dollars and lead to catastrophic threats to our civilization,” said Congressman Dave Min (CA-47). “We have both a moral and economic imperative to fight back and give our children the opportunity to grow up in a world where they can breathe clean air, drink clean water, and have the freedom to chase the American dream. That’s why I led four amendments to stand up for our environment and fight back against the Trump administration.”

“The GOP is trying to pass a massive tax break to billionaires, and it will cost the American people $7 trillion on the backs of the American people and the expense of the environment,” said Congresswoman Melanie Stansbury (NM-01). “I was truly shocked when I read this reconciliation package before the Natural Resources Committee. It has mandatory oil and gas leasing, mining, and logging requirements. It gives away public lands and resources, not to the highest bidder, but to the lowest bidder. And, it takes away the rights of the American people to participate in planning, permitting, and holding bad actors accountable. That means impacts on public lands and waters without accountability. Furthermore, it is based on a completely false premise that will undermine the protection of our economy, our communities, and the environment. That’s why I am prepared to sit here as long as it takes to fight this bill.”

Background

House Republicans are squandering Americans’ money, health, and safety to pad polluters’ pockets. The House Natural Resources Committee’s portion of the Republican reconciliation package, which was pushed through without support from Committee Democrats, does the following:

Instantly boosts big oil and gas company profits by letting them drill and frack at bargain-basement prices while robbing taxpayers blind.
Puts polluters before people by letting the wealthy companies pay for legal immunity for inadequate environmental reviews and slapping Americans with exorbitant fees to protest oil and gas pollution.
Slashes funding for critical and popular public services like NOAA’s coastal restoration and resilience efforts and the National Parks workforce, making it harder for Americans to protect their communities from natural hazards and visit our nation’s most scenic and inspiring places.
Locks up 4 million acres for unprofitable coal mining – more land than the entire state of Connecticut – taking our energy policy back to the 19th century.
Mandates dirty mining and drilling deals that will create toxic disasters in our nation’s most pristine lands and waters, permanently polluting places like the Boundary Waters and the Arctic National Wildlife Refuge.
Crushes clean energy development by jacking up fees for wind and solar while slashing fees for oil and coal.
Wipes out protections for endangered species, including dooming the planet’s most endangered whale to extinction by waiving all sensible safeguards for offshore oil and gas operations.
Sells off public lands to pay for handouts to big oil and tax cuts for billionaires – a surprise, late-night amendment paves the way for a fire sale of public lands.

Republicans had the opportunity to support common-sense safeguards and improve the bill. However, they rejected numerous Democratic amendments, including those to do the following:

Bolster essential and lifesaving public services:

Congresswoman Brownley’s amendment (#65) redirecting funding to NOAA climate monitoring, weather forecasts, and disaster preparedness.
Congressman Magaziner’s amendment (#213) striking recissions of IRA funds for National Oceanic and Atmospheric Administration investments in coastal communities and climate resilience and facilities.
Congresswoman Leger Fernandez (#69) and Representative Hoyle’s (#70) amendments to fund wildland firefighting and fuels reduction.
Congresswoman Randall’s amendment (#18) to fund the Bureau of Indian Education, and Congresswoman Ledger Fernandez’s amendment (#38) to fund the Indian Health Service.

Hold oil, gas, and mining companies accountable and ensure a fair return for taxpayers:

Congresswoman Brownley’s amendment (#61) to require DOI to assess a fee on oil and gas operators to pay for the decommissioning of offshore pipelines in the event of bankruptcy.
Congressman Min’s amendment (#44) to require DOI to increase financial assurances from oil and gas companies before reduced royalties can take effect.
Congresswoman Ansari’s amendment to (#19) to deny new leases for oil and gas companies if they have been found liable for collusion.
Congresswoman Stansbury’s amendment (#9) to prevent bad actor mining companies from operating on federal land if they are owned by foreign adversaries, have a history of using slave labor, or otherwise break the law.

Prevent dangerous pollution:

Congresswoman Elfreth’s amendment (#129) to prohibit offshore drilling where the Defense Department has determined it is incompatible with military readiness, including off the coast of Virginia, other Atlantic Coast states, and the Eastern Gulf.
Ranking Member Huffman’s amendments (#20 and #35) to protect the Arctic National Wildlife Refuge and the Boundary Waters.
Congresswoman Rivas’s amendment (#210) striking the rescission of funding for the Council on Environmental Quality’s environmental justice screening tool.

Stop corruption and illegal actions:

Congresswoman Rivas’s amendment (#183) prohibiting funding for new contracts with Elon Musk’s companies until Inspectors General determine there are no conflicts of interest.
Congresswoman Ansari’s amendment (#301) striking the text of the bill and inserting the STOCK Act 2.0, to prevent government officials from being able to trade individual stocks.
Congresswoman Stansbury’s amendment (#150) directing funds to applicable Inspectors General to report to Congress on the impacts of the Department of Government Efficiency (DOGE) actions on staffing, program services, funding, and data security.

Ensure healthy and accessible public lands and waters:

Congressman Neguse’s amendment (#139) striking the language that rescinds funding National Park Service staffing.
Congressman Soto’s amendment (#13) to redirect funding to coral reef conservation.
Congresswoman Randall’s amendment (#144) restoring funding for the Fish and Wildlife Service fish passage restoration program.
Congresswoman Dingell’s amendment (#82) to prohibit any recissions of funds for Great Lakes fisheries, harmful algal blooms, and resilience.

Protect Americans’ rights to provide public input:

Congresswoman Dexter’s amendment (#15) striking protest filing fees.
Ranking Member Huffman’s amendment (#247) striking the section creating a “pay-to-play” process for NEPA.

Advance clean and affordable energy:

Resident Commissioner Hernández’s amendment (#201) to ensure utility-scale solar financing is implemented on schedule.
Congressman Min’s amendment (#45) preventing lease sales until the Trump Administration’s national energy policy includes wind and solar energy.
Congresswoman Hoyle’s amendment (#186) to ensure the recent firings at the Power Marketing Administrations will not result in a loss of power for ratepayers.

A full list of amendments offered by Committee Democrats and blocked by Republicans can be found here.

###

Issues: 119th Congress, Climate Crisis, Disaster Relief, Energy and Environment

MIL OSI USA News –

May 9, 2025

MIL-OSI USA: Grothman Reintroduces Bipartisan Student Loan Marriage Penalty Elimination Act

Source: United States House of Representatives – Congressman Glenn Grothman (R-Glenbeulah 6th District Wisconsin)

Representative Glenn Grothman (R-WI) is joined by Representative Suzan DelBene (D-WA), Mary Miller (R-IL), and Danny K. Davis (D-IL) to reintroduce the Student Loan Marriage Penalty Elimination Act. This legislation will eliminate a government-imposed punishment for marriage and ease the burden of student loan debt by amending the tax code to ensure that student loan interest is tax-deductible for each spouse independently. This bill has received endorsements from the National Taxpayers Union (NTU), the Family Research Council, and Third Way.

Grothman, DelBene, Miller, and Davis are joined by six bipartisan cosponsors, including Representatives Andrew Clyde (R-GA), John Larson (D-CT), Rich McCormick (R-GA), Kevin Mullin (D-CA), David Rouzer (R-NC), and Michael Rulli (R-OH).

“The federal government has a troubling record of polices that discourage marriage, and the student loan interest deduction is no exception,” said Grothman. “This is why I’m reintroducing the Student Loan Marriage Penalty Elimination Act to end the unnecessary marriage penalty on student loans that punish marriage and undermine the nuclear family. This is an initial dent on the war the federal government has waged on marriage.

“If two unmarried individuals each have student loans, they can each receive up to a $2,500 tax deduction, for a total of $5,000. However, their collective deduction is capped at $2,500 when married and filing jointly. My bill will rectify this anti-marriage provision by allowing each spouse to claim their full $2,500 deduction.

“Separately applying the $2,500 deductible for each spouse in a marriage is a common-sense approach that reduces financial stress for young couples and removes yet another government-imposed barrier to marriage. Our policies should support, not penalize, American families. While this is only an initial dent in the federal government’s war on marriage, it’s a meaningful step toward protecting the institution of marriage from unfair discrimination.”

“Higher education is a critical path to economic security,” said Davis. “Unfortunately, Americans collectively struggle under $1.77 trillion in crushing student loan debt, with an average $38,375 in federal student loans. I am proud to join my colleagues in leading this bill that would double the student loan interest deduction for married couples filing jointly. Congress must take every opportunity to ease the heavy financial burden on student loan borrowers.”

“Young couples already face numerous financial challenges, and the federal government should not add to that burden simply because they choose to build a life together,” said Miller. “Rep. Grothman’s Student Loan Marriage Penalty Elimination Act brings much-needed fairness to the current tax system and supports both fiscal responsibility and strong families.”

“Student loan debt should not prevent couples from getting married. Yet, for many Americans, the cost of the marriage penalty outweighs the benefit of marriage,” said DelBene. “While making college more affordable remains a top priority, the Student Loan Marriage Penalty Elimination Act is a practical solution that would ease financial pressure on couples by ending the marriage penalty for student loan borrowers and remove an unnecessary barrier to building a future together.”

“National Taxpayers Union is proud to once again endorse the Student Loan Marriage Penalty Elimination Act,” said Thomas Aiello, Senior Director of Government Affairs at NTU. “Under current law, the tax code wrongly imposes burdens on certain taxpayers depending on if they choose to marry. Thankfully, this legislation ends that penalty and corrects the unequal tax burden that exists. We applaud Rep. Grothman for his leadership on this issue and look forward to helping this legislation become law.”

“FRC is grateful to Congressman Grothman for introducing the Student Loan Marriage Penalty Elimination Act,” said the Family Research Council. “Family is the foundation of society and family starts with a husband and wife joining in marriage. Marriage should be supported in federal legislation, not penalized.”

Background Information

Currently, interest on student loan debt, both public and private, is tax deductible up to $2,500. However, current law penalizes married couples by only allowing them to take one deduction– even if both spouses would separately qualify.

The Student Loan Marriage Penalty Elimination Act will end this unfair tax treatment of student loan interest against married couples by allowing married couples filing a joint tax return to apply the $2,500 limitation on the tax deduction for student loan interest separately to each spouse, ensuring they can receive a maximum of $5,000 in deductions and eliminating the penalty they are currently paying upon getting married.

Passing this bill will end an unfair marriage penalty in the tax code and ease the burden couples face when paying off student loan debt.

-30-

U.S. Rep. Glenn Grothman (R-Glenbeulah) serves the people of Wisconsin’s 6th Congressional District in the U.S. House of Representatives.

MIL OSI USA News –

May 9, 2025

MIL-OSI USA: Monthly Budget Review: April 2025

Source: US Congressional Budget Office

The federal budget deficit totaled $1.1 trillion in the first seven months of fiscal year 2025, the Congressional Budget Office estimates. That amount is $196 billion more than the deficit recorded during the same period last fiscal year. Revenues increased by $146 billion (or 5 percent), and outlays rose by $342 billion (or 9 percent).

The change in the deficit was influenced by the timing of outlays, which decreased the deficit during the first seven months of fiscal year 2024. Outlays in fiscal year 2024 were reduced by shifts in the timing of payments that were due on October 1, 2023, a Sunday. (The payments were made that September.) If not for those shifts, the deficit so far this fiscal year would have been $123 billion more than the shortfall at this point last year. In addition, part of the deficit increase in 2025 arises from the postponement of some tax deadlines from 2023 to 2024 (described below), which boosted receipts in 2024.

In January 2025, CBO projected a deficit of $1.9 trillion for fiscal year 2025, the same as the actual deficit for fiscal year 2024.

The statutory debt limit was reinstated on January 2, 2025, and set at $36.1 trillion, matching the amount of total debt that was outstanding on the prior day. On January 21, 2025, the Department of the Treasury announced a “debt issuance suspension period” and began taking “extraordinary measures” to continue financing government operations without breaching the debt limit. CBO estimates that if the debt limit remains unchanged, the government’s ability to borrow using extraordinary measures will probably be exhausted in August or September 2025.

MIL OSI USA News –

May 9, 2025

MIL-OSI: ASSOCIATED CAPITAL GROUP, INC. Reports First Quarter Results

Source: GlobeNewswire (MIL-OSI)

Performance for our Merger Arbitrage strategy in the first quarter was 3.8% before expenses and 2.8% after expenses
Assets Under Management (“AUM”): $1.27 billion at March 31, 2025 compared to $1.25 billion at December 31, 2024
Book Value per share ended the quarter at $42.51 per share vs $42.14 per share at December 31, 2024

GREENWICH, Conn., May 08, 2025 (GLOBE NEWSWIRE) — Associated Capital Group, Inc. (“AC” or the “Company”), a diversified financial services company, today reported its financial results for the first quarter ended March 31, 2025.

In March 2025, Doug Jamieson retired as our Chief Executive Officer and President but will continue serving the Company as a Director. We thank him for his years of dedicated service and look forward to his continued contributions as a member of the Board of Directors. Patrick Huvane was named Interim Chief Executive Officer upon Doug Jamieson’s retirement.

“The prospects for Associated Capital Group remain strong and we are well positioned to grow value in the face of an uncertain environment. I am privileged to take on this opportunity to serve AC shareholders.” Mr. Huvane said.

Financial Highlights
($ in 000’s except AUM and per share data)

(Unaudited)	Three months ended
	March 31,			December 31,			March 31,
	2025			2024			2024
AUM – end of period (in millions)	$	1,268		$	1,248		$	1,549
AUM – average (in millions)		1,261			1,291			1,556

Revenues		2,129			5,154			3,011
Operating loss before management fee (Non-GAAP)		(4,185	)		(3,059	)		(2,988	)
Investment and other non-operating income, net		15,834			4,372			22,625
Income before income taxes		10,546			1,179			17,655

Net income		7,669			4,280			13,821
Net income per share-diluted		0.36			0.20			0.64

Class A shares outstanding (000’s)		2,194			2,234			2,469
Class B ” “		18,951			18,951			18,951
Total ” “		21,145			21,185			21,420

Book value per share	$	42.51		$	42.14		$	42.80

First Quarter Financial Data

Assets under management ended the quarter at $1.27 billion versus $1.25 billion at December 31, 2024.
Book value was $42.51 per share at March 31, 2025 versus $42.14 per share at December 31, 2024.

First Quarter Results

Total revenues in the first quarter were $2.1 million compared to $3.0 million in the first quarter of 2024. Revenues generated by the GAMCO International SICAV – GAMCO Merger Arbitrage (the “SICAV”) were $0.9 million versus $1.7 million in the prior year period due to lower average AUM in 2025. All other revenues were $1.2 million compared to $1.3 million in the year-ago quarter.

Total operating expenses, excluding management fee, were $6.3 million in the first quarter of 2025 and $6.0 million in the first quarter of 2024. The increase is driven primarily by $0.9 million of mark to market expense on phantom RSA’s driven by an increase in AC’s stock price compared to 2024, partially offset by lower variable-based sales and marketing costs on the SICAV of $0.6 million.

Net investment and other non-operating income was $15.8 million for the first quarter of 2025 compared to $22.6 million in the first quarter of 2024. The primary driver of the 2025 quarter’s results was our merger arbitrage partnerships. Interest income was lower in the 2025 quarter due to lower average interest rates in the first quarter of 2025.

For the quarter ended March 31, 2025, the management fee was $1.1 million versus $2.0 million for the three months ended March 31, 2024.

The effective tax rate applied to our pre-tax income for the quarter ended March 31, 2025 was 26.3%. In the year ago quarter, the effective tax rate was 21.5%; 2024’s lower rate is primarily driven by deferred tax benefits from a foreign investment.

Assets Under Management (AUM)

Assets under management at March 31, 2025 were $1.27 billion, $21 million higher than year-end 2024 primarily due to market appreciation of $33 million and the impact of currency fluctuations in non-US dollar denominated classes of investment funds ($13 million). These increases were partially offset by net outflows of $25 million.

	March 31,		December 31,		March 31,
	2025		2024		2024
($ in millions)
Merger Arbitrage^(a)	$	1,012	$	1,003	$	1,262
Long/Short Value^(b)		221		209		251
Other		36		36		36
Total AUM	$	1,269	$	1,248	$	1,549

(a) Includes $401, $408, and $580 of sub-advisory AUM related to GAMCO International SICAV – GAMCO Merger Arbitrage, $70, $68, and $66 of sub-advisory AUM related to Gabelli Merchant Partners Plc (f/k/a Gabelli Merger Plus+ Trust Plc), respectively.
(b) Assets under management represent the assets invested in this strategy that are attributable to Associated Capital Group, Inc.

Alternative Investment Management

The alternative investment strategy offerings center around our merger arbitrage strategy which has an absolute return focus of generating returns independent of the broad equity and fixed income markets. We also offer strategies utilizing fundamental, active, event-driven and special situations investments.

Merger Arbitrage

For the first quarter of 2025, the longest continuously offered fund in the merger arbitrage strategy generated gross returns of 3.77% (2.81% net of fees). A summary of the performance is as follows:

Full Year

Performance%^(a)

1Q ’25

1Q ’24

2024

2023

2022

2021

5 Year^(b)

Since 1985^(b)(c)

Merger Arb

Gross

3.77

1.33

5.83

5.49

4.47

10.81

9.57

10.02

Net

2.81

0.87

3.82

3.56

2.75

7.78

7.09

^{(a) Net performance is net of fees and expenses, unless otherwise noted. Performance shown for an actual fund in this strategy. The performance of other funds in this strategy may vary. Past performance is no guarantee of future results.}
^{(b) Represents annualized returns through March 31, 2025}
^{(c) Inception Date: February 1985}

Global M&A activity for the first quarter of 2025 totaled $890 billion, an increase of 15% compared to the first quarter of 2024. Technology was the most active sector with $165 billion, accounting for 19% of total value, followed by Financials ($165 billion or 19%) and Energy & Power ($126 billion or 14%). Europe was a bright spot with M&A totaling $154 billion in Q1 2025, a 12% increase compared to Q1 2024, while Asia Pacific M&A increased 59% to $187 billion. Both of these regions experienced their strongest performance in 3 years. Private Equity remained active, accounting for 21% of deal volume overall, or about $185 billion. This was the third strongest opening quarter for private equity and is indicative of the values PE firms are finding and reflective of the approximately $3 trillion of “dry powder” private equity firms have to deploy. Despite recent market volatility creating uncertainty, we believe a more accommodative antitrust environment and pent-up demand from acquirers should be supportive of ongoing M&A activity.

The Merger Arbitrage strategy is offered by mandate and client type through partnerships and offshore corporations serving accredited as well as institutional investors. The strategy is also offered in separately managed accounts, a Luxembourg UCITS (an entity organized as an Undertaking for Collective Investment in Transferrable Securities) and a London Stock Exchange listed investment company, Gabelli Merchant Partners Plc (GMP-LN) (f/k/a Gabelli Merger Plus+ Trust Plc).

Acquisitions

Associated Capital Group’s plan is to accelerate the use of its capital. We intend to leverage our research and investment capabilities by pursuing acquisitions and alliances that will broaden our product offerings and add new sources of distribution. In addition, we may make direct investments in operating businesses using a variety of techniques and structures to accomplish our objectives.

Gabelli Private Equity Partners, LLC was created to launch a private equity business, somewhat akin to the success our predecessor PE firm had in the 1980s. We will continue our outreach initiatives with business owners, corporate management, and various financial sponsors. We are activating our program of buying privately owned, family started businesses, controlled and operated by the founding family.

Shareholder Compensation

On May 7, 2025, the Board of Directors declared a semi-annual dividend of $0.10 per share, which is payable on June 26, 2025 to shareholders of record on June 12, 2025.

During the first quarter of 2025, AC repurchased 39,018 Class A shares, for $1.4 million, at an average price of $36.32 per share. In the first quarter of 2024, AC repurchased 117,354 Class A shares, for $3.9 million, at an average price of $33.63 per share.

Since our spin-off from GAMCO on November 30, 2015, AC has returned $184.2 million to shareholders through share repurchases, exchange offers and dividends of $83.2 million.

At March 31, 2025, there were 21.145 million shares outstanding, consisting of 2.194 million Class A shares and 18.951 million Class B shares outstanding.

About Associated Capital Group, Inc.

Associated Capital Group, Inc. (NYSE:AC), based in Greenwich, Connecticut, is a diversified global financial services company that provides alternative investment management through Gabelli & Company Investment Advisers, Inc. (“GCIA”). We have also earmarked proprietary capital for our direct investment business that invests in new and existing businesses. The direct investment business is developing along several core pillars including Gabelli Private Equity Partners, LLC (“GPEP”), formed in August 2017 with $150 million of authorized capital as a “fund-less” sponsor. We also created Gabelli Principal Strategies Group, LLC (“GPS”) in December 2015 to pursue strategic operating initiatives.

Operating Loss Before Management Fee

Operating loss before management fee expense represents a non-GAAP financial measure used by management to evaluate its business operations. We believe this measure is useful in illustrating the operating results of the Company as management fee expense is based on pre-tax income before management fee expense, which includes non-operating items including investment gains and losses from the Company’s proprietary investment portfolio and interest expense.

	Three Months Ended March 31,
($ in 000’s)	2025			2024

Operating loss – GAAP	$	(5,288	)	$	(4,970	)

Add: management fee expense (1)		1,103			1,982

Operating loss before management fee – Non-GAAP	$	(4,185	)	$	(2,988	)

^{(1) Management fee expense is incentive-based and is equal to 10% of Income before management fee and income taxes and excludes the impact of consolidating entities. For the three months ended March 31, 2025 and 2024, Income before management fee, income taxes and excluding consolidated entities was $11,028 and $19,822, respectively. As a result, $1,103 and $1,982 was accrued for the 10% management fee expense in the first quarters 2025 and 2024, respectively.}


Table I

ASSOCIATED CAPITAL GROUP, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Amounts in thousands)

	March 31,		December 31,		March 31,
	2025		2024		2024
ASSETS

Cash, cash equivalents and US Treasury Bills⁽¹⁾	$	357,813	$	367,850	$	395,386
Investments in securities and partnerships⁽¹⁾		506,156		487,623		442,458
Investment in GAMCO stock⁽²⁾		15,599		16,920		51,026
Receivable from brokers⁽¹⁾		25,458		27,634		32,966
Income taxes receivable, including deferred tax assets, net⁽¹⁾		3,310		6,021		6,444
Other receivables⁽¹⁾		1,752		4,778		2,126
Other assets⁽¹⁾		23,169		24,463		23,776
Total assets	$	933,257	$	935,289	$	954,182

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

Payable to brokers⁽¹⁾	$	5,258	$	5,491	$	6,332
Income taxes payable, including deferred tax liabilities, net		–		–		1,723
Compensation payable⁽¹⁾		12,456		17,747		11,545
Securities sold short, not yet purchased⁽¹⁾		8,754		8,436		9,439
Accrued expenses and other liabilities⁽¹⁾		2,149		5,317		2,514
Total liabilities	$	28,617	$	36,991	$	31,553

Redeemable noncontrolling interests⁽¹⁾		5,682		5,592		5,779

Total equity		898,958		892,706		916,850

Total liabilities, redeemable noncontrolling interests and equity	$	933,257	$	935,289	$	954,182

^{(1) Certain captions include amounts related to a consolidated variable interest entity (“VIE”) and voting interest entity (“VOE”); refer to footnote 4 of the Condensed Consolidated Financial Statements included in the 10-Q report to be filed for the quarter ended March 31, 2025 for more details on the impact of consolidating these entities.}
^{(2) Investment in GAMCO stock: 674,700, 699,749 and 2,382,170 shares, respectively.}


Table II

ASSOCIATED CAPITAL GROUP, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands, except per share data)

	Three Months Ended March 31,
	2025			2024

Investment advisory and incentive fees	$	2,004		$	2,907
Other revenues		125			104
Total revenues		2,129			3,011

Compensation		4,448			3,820
Other operating expenses		1,866			2,179
Total expenses		6,314			5,999

Operating loss before management fee		(4,185	)		(2,988	)

Investment gain		10,892			16,794
Dividend income from GAMCO		54			95
Interest and dividend income, net		4,919			5,805
Shareholder-designated contribution		(31	)		(69	)
Investment and other non-operating income, net		15,834			22,625

Income before management fee and income taxes		11,649			19,637
Management fee		1,103			1,982
Income before income taxes		10,546			17,655
Income tax expense		2,777			3,798
Income before noncontrolling interests		7,769			13,857
Income attributable to noncontrolling interests		100			36
Net income attributable to Associated Capital Group, Inc.	$	7,669		$	13,821

Net income per share attributable to Associated Capital Group, Inc.:
Basic and Diluted	$	0.36		$	0.64

Weighted average shares outstanding:
Basic and Diluted		21,166			21,500

Shares outstanding – end of period		21,145			21,420

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

The financial results set forth in this press release are preliminary. Our disclosure and analysis in this press release, which do not present historical information, contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements convey our current expectations or forecasts of future events. You can identify these statements because they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning. They also appear in any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance of our products, expenses, the outcome of any legal proceedings, and financial results. Although we believe that we are basing our expectations and beliefs on reasonable assumptions within the bounds of what we currently know about our business and operations, the economy and other conditions, there can be no assurance that our actual results will not differ materially from what we expect or believe. Therefore, you should proceed with caution in relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance.

Forward-looking statements involve a number of known and unknown risks, uncertainties and other important factors, some of which are listed below, that are difficult to predict and could cause actual results and outcomes to differ materially from any future results or outcomes expressed or implied by such forward-looking statements. Some of the factors that could cause our actual results to differ from our expectations or beliefs include a decline in the securities markets that adversely affect our assets under management, negative performance of our products, the failure to perform as required under our investment management agreements, and a general downturn in the economy that negatively impacts our operations. We also direct your attention to the more specific discussions of these and other risks, uncertainties and other important factors contained in our Form 10 and other public filings. Other factors that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We do not undertake to update publicly any forward-looking statements if we subsequently learn that we are unlikely to achieve our expectations whether as a result of new information, future developments or otherwise, except as may be required by law.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/8f083310-4b5e-4b0f-8176-453a01cbd4c1

The MIL Network –

May 9, 2025

MIL-OSI USA: Wyden, Crapo Introduce Legislation to Modernize Short Line and Regional Railroad Tax Credit

US Senate News:

Source: United States Senator Ron Wyden (D-Ore)

May 08, 2025

Washington, D.C. — U.S. Senator Ron Wyden, D-Ore., said today he has reintroduced legislation with U.S. Sen. Mike Crapo, R-Idaho, to expand the Short Line Railroad Tax Credit that provides operators with essential resources to ensure communities and small businesses can rely on safe infrastructure.

The bipartisan Short Line Railroad Tax Credit Modernization Act would increase the tax credit available for track rehabilitation and maintenance from $3,500 per mile to $6,100 per mile. The bill would also make more tracks eligible for the credit. Under current law, eligibility is based on maps of track owned or leased by short line railroad operators as of 2015. The bill would expand eligibility to all tracks owned or leased as of 2025 and in accordance with modern maps.

“Short line and regional railroads are not just a mode of transportation, they are also a vital economic tool that connects local businesses with Oregonians and other people all across the nation,” said Wyden. “For years, Senator Crapo and I worked together to make railroad tax credits permanent, and the next step is to make these tax credits better for our operators. Our bipartisan bill will provide railroads with much needed resources to make vital upgrades that will bring our rural, suburban and urban communities and their local economies together.”

“Short line railroads are critical infrastructure that connect Idaho’s farmers, ranchers and manufacturers to national and global markets, supporting local jobs and driving economic growth in rural Idaho,” said Crapo. “Modernizing the Short Line Railroad Tax Credit will provide railroads with necessary certainty and resources to invest in safety, efficiency and long-term infrastructure improvements in our regional areas.”

Text of the bill is here.

MIL OSI USA News –

May 9, 2025

MIL-OSI USA: Making Homeownership More Affordable Statewide

Source: US State of New York

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Create $100 Million New York State Pro-Housing Supply Fund

Governor Hochul signed Executive Order 30 in July 2023 creating the Pro-Housing Community Program, which recognizes and rewards municipalities actively working to unlock their housing potential and encourages others to follow suit. In the State Fiscal Year 2025 Enacted Budget, Governor Hochul made the “Pro-Housing Community” designation a requirement for accessing up to $650 million in State discretionary programs. To date, nearly 470 localities have submitted letters of intent, and 300 municipalities from all corners of New York State have received Pro Housing certification. To further support localities that are doing their part to address the housing crisis, Governor Hochul is creating a $100 million Pro-Housing Supply fund for certified Pro-Housing Communities to assist with critical infrastructure projects necessary to create new housing, such as sewer and water infrastructure upgrades.

Provide Communities Technical Assistance to Become Pro-Housing

Without resources, some communities may not have the ability to design and adopt pro-housing policies such as master plans, zoning text updates, and streamlined permitting procedures. To help ensure more localities that want to promote housing growth have the ability to do so, Governor Hochul will provide $5.25 million in new grant funding to offer technical assistance to communities seeking to foster housing growth and associated municipal development.

Launch New York State’s First Mixed-Income Revolving Loan Fund

With major forthcoming economic investments in Upstate New York, such as Micron’s $100 billion investment in Clay, the state continues to need an all-of-the-above approach to the housing supply to address acute housing needs and accommodate job growth. Too often, however, Upstate communities do not have the tools to create mixed income rental housing, leaving many developments permit-ready but unable to secure financing. To bridge this gap and unlock more housing, Governor Hochul is launching the State’s first revolving loan fund to spur mixed-income rental development outside New York City. With a $50 million State investment, the fund will fill construction financing gaps by providing a lower-cost and more flexible form of capital than is generally available in market financing. The funding will revolve and self-sustain over time through repayments once projects have converted to permanent financing after construction.

Housing Access Voucher Program Pilot

As part of the FY26 Enacted Budget, Governor Hochul is investing $50 million for the first year of a four-year pilot program for state-funded vouchers for homeless families or families at imminent risk of losing their housing. Vouchers would be available to households making 50 percent of area median income. HCR will administer the program through local partners outside of New York City, with the NYC Housing Preservation and Development (HPD) and/or the New York City Housing Authority (NYCHA) administering the program within New York City. The vouchers will be a critical new tool to help New Yorkers escape or evade homelessness and housing insecurity.

Provide Starter Home Innovation Funding

Oftentimes, homes being built by the market today are larger and therefore less affordable than a traditional starter home. An undersupply of smaller, affordable homes limits mobility within the market, preventing young families from becoming homeowners and older New Yorkers from downsizing. Governor Hochul secured $50 million in capital funding to incentivize the building of more starter homes, including innovative approaches to homebuilding such as the use of factory-built and modular development.

$40 Million to Support the Homeowner Protection Program (HOPP)

The Homeowner Protection Program is a state-wide network of housing counseling and legal services organizations serving every county in New York. The network provides critical services to at-risk homeowners struggling to maintain their housing and avoid foreclosure. HOPP is also a front line defense in gentrifying neighborhoods helping to prevent fraud and deed theft for vulnerable homeowners. This funding will ensure that this network can continue to serve thousands of homeowners, preserving millions of dollars in equity and stabilizing communities.

Expand and Strengthen the Resilient and Ready Programs

Severe weather events are leaving New York homeowners in need of urgent repairs and long-term resilience measures. Governor Hochul secured $50 million in new funding for the Rapid Response Home Repair Program and Resilient Retrofits Program, which have provided vital assistance, helping over 1,300 homeowners to date recover and prepare for future disasters.

Disincentivizing Institutional Investors from Buying Up One- and Two-Family Homes

Nationally, private equity firms own more than 500,000 homes. According to some estimates, private equity firms are expected to own up to 40 percent of the single-family rental market by 2030. When large investors hold a disproportionate share of a local housing market it removes opportunities for homeownership, exacerbating the existing scarcity and driving up prices for remaining homes on the market. These consequences are felt most intensely by first-time and low- or moderate-income homebuyers.

To help level the playing field and increase the opportunities for everyday individuals and families to purchase a home, Governor Hochul signed legislation to disincentivize large investment entities who own 10+ single- and two-family homes and act as a fiduciary for at least $30 million in assets under management from buying single- and two-family homes en masse, and will require a 90-day waiting period for institutional investors to make an offer on one- or two-family homes.

The prohibition would also apply to an entity that receives funding from a covered institutional investor, other than in the form of a standard mortgage. Nonprofits, land banks, community land trusts, and foreclosure sales would be exempted. With the New York State Attorney General’s enforcement, covered entities that violate the waiting period would be subject to $250,000 penalties, and to $10,000 penalties for failing to provide required notices.

Additionally, Governor Hochul signed legislation to prohibit institutional investors from claiming depreciation tax deductions for single- and two-family homes, or claiming interest deductions with respect to such homes, to disincentivize their accumulation of single- and two-family homes. The legislation also requires the New York Department of State (DOS) to provide notice when establishing a “cease and desist zone” in which homeowners who opt into coverage are prohibited from being solicited to sell their homes. The notice requirements will require information about the zone to be posted on DOS’ website when a zone is established and annually included in a local newspaper within the area of the zone.

A safe and affordable home is a basic human right, and the only way to help New Yorkers achieve the American dream of homeownership is to build more housing and support our local communities.”

Governor Hochul

Strengthen Laws and Policies To Combat Home Appraisal Discrimination

For many New Yorkers, their largest investment and most valuable asset is their home. Homes provide families with a safe place to live and an opportunity to build generational wealth. For too long, pervasive appraisal bias throughout the housing industry has unjustly stripped families of color of this opportunity, widening racial homeownership and wealth gaps. Governor Hochul secured agreement on legislation that will make it a violation of the State’s Human Rights Law to discriminate when providing real estate appraisals or in making such services available. The law will further enable DOS to fine appraisers for violations, in addition to other existing remedies, with half of those fines going to a fund to support fair housing enforcement. Governor Hochul also will be taking other administrative actions to diversify the appraiser workforce.

Create an Affordable Homebuyer Tax Incentive

Even when homes are developed for the express purpose of being sold to low- and moderate-income homebuyers, local property tax assessments value the homes at fair market value, presenting challenges to creating homes these homebuyers can afford to purchase. The Governor secured an affordable homebuyer property tax incentive at local opt-in for homes built with assistance from governmental entities, nonprofits, land banks, or community land trusts, and sold to low- and moderate-income homebuyers. This will aid such homebuyers by making their dream of homeownership more attainable by bringing down costs and increasing the supply of these homes.

Double New York State Low Income Housing Credits Annually

Modeled after the federal Low Income Housing Tax Credit Program, the New York State Low Income Housing Tax Credit Program (SLIHC) was signed into law in 2000 and has been critical to supporting the development of housing for low-and middle-income households. Governor Hochul is building on this success by including legislation in the Enacted Budget to double the amount of the tax credits available each year through the SLIHC program, making it the largest state low-income housing tax credit program in America. This action alone will generate upwards of $210 million in private investment in affordable housing per year.

Unlock Historic Tax Credits by Decoupling and Expanding Eligibility

Currently, New York State law requires Federal and State Historic Tax credits to be coupled together to the same investor and be available only in certain census tracts. These factors depress the economic value of both tax credits and needlessly turn investment away from housing projects, a problem felt especially acutely in upstate New York communities. Governor Hochul signed legislation that can unlock the maximum value of the tax credits by allowing for transferring the State credit to a different entity than the federal credit, and by eliminating the census tract eligibility requirement for affordable housing.

Empower Communities to Redevelop Vacant Properties into Housing

Many municipalities struggle with vacant and abandoned buildings that are in a significant state of disrepair in neighborhoods that lack the local economic conditions necessary to incentivize redevelopment by the private sector. Consequently, the investment required to redevelop these properties can exceed their value and the resulting funding gap prevents the property from being rehabilitated. To help communities fight back against vacant properties and revitalize neighborhoods, Governor Hochul secured agreement to authorize localities across the state to adopt a tax exemption to incentivize redevelopment of these properties into affordable homes.

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Governor Hochul’s Housing Agenda

Governor Hochul is committed to addressing New York’s housing crisis and making the State more affordable and more livable for all New Yorkers. As part of the FY25 Enacted Budget, the Governor secured a landmark agreement to increase New York’s housing supply through new tax incentives for Upstate communities, new incentives and relief from certain state-imposed restrictions to create more housing in New York City, a $500 million capital fund to build up to 15,000 new homes on state-owned property, an additional $600 million in funding to support a variety of housing developments statewide and new protections for renters and homeowners. In addition, as part of the FY23 Enacted Budget, the Governor announced a five-year, $25 billion Housing Plan to create or preserve 100,000 affordable homes statewide, including 10,000 with support services for vulnerable populations, plus the electrification of an additional 50,000 homes. Nearly 60,000 homes have been created or preserved to date.

The FY25 Enacted Budget also strengthened the Pro-Housing Community Program which the Governor launched in 2023. Pro-Housing certification is now a requirement for localities to access up to $650 million in discretionary funding. Currently, more than 300 communities have been certified, including the city of Syracuse.

MIL OSI USA News –

May 9, 2025

MIL-OSI USA: Warner Unveils Latest Legislation in Push to Make Housing More Affordable for Virginians

US Senate News:

Source: United States Senator for Commonwealth of Virginia Mark R Warner
WASHINGTON — U.S. Sen. Mark R. Warner (D-VA) has introduced two new pieces of bipartisan legislation to encourage new development, expand supply, and make housing more affordable for Virginians.
“In communities across the Commonwealth, both rural and urban, too many families are struggling to find safe, affordable housing,” Sen. Warner said. “This crisis needs an all-hands-on-deck solution, and that’s why I am proud to continue to look for innovative solutions to help tackle this problem. These bipartisan bills offer commonsense solutions to help boost our housing supply by both protecting our current stock and supporting new investment.”
The Neighborhood Homes Investment Act, introduced with Sen. Todd Young (R-IN), would create a new tax incentive to build and preserve more than 500,000 affordable, single-family homes for homeownership over ten years in under-resourced communities. The tax credit will cover the cost between building or renovating a home in these areas and the price at which they can be sold. The credits would only be available after the homes have been completed and sold to a homeowner – ensuring the investors, not the government, bear the risk. Full text of the Neighborhood Homes Investment Act is available here.
The Preserving Rural Housing Investments Act, introduced with Sen. Jerry Moran (R-KS), will support more investment in rural and low-income housing by clarifying the tax-exempt controlled entity rules to ensure that Government Sponsored Enterprises (GSEs), such as Fannie Mae and Freddie Mac, are able to participate in partnerships that are crucial for low-income housing investments. Full text of the Preserving Rural Housing Investments Act is available here.
These bills are just the latest in Sen. Warner’s longstanding efforts to expand access to homeownership and make housing more affordable for Virginians. Since January, he has introduced multiple bills to amend the federal tax code to encourage new housing construction and rehabilitation, including the Affordable Housing Credit Improvement Act, New Markets Tax Credit Extension Act, the Rural Historic Tax Credit Improvement Act, and the Historic Tax Credit Growth and Opportunity Act – all bipartisan bills to encourage redevelopment and new construction in communities across the country. He is also the lead author of the Low-Income First Time Homebuyers (LIFT) Act to help qualified, first-generation homebuyers build equity in their homes by offering a 20-year mortgage for roughly the same monthly payment as a traditional 30-year loan. Warner has also joined his colleagues in sponsoring the Downpayment Toward Equity Act, which would provide federal grants to assist first-generation homebuyers with qualifying expenses toward purchasing their first home, including down payment costs, closing costs, and costs to reduce the rates of interest.

MIL OSI USA News –

May 9, 2025

Category: Taxation