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Category: Taxation

  • MIL-OSI USA: On Mother’s Day, Congresswoman Torres Reintroduces Pink Tax Repeal Act to End Unfair Price Hikes on Women

    Source: United States House of Representatives – Congresswoman Norma Torres (35th District of California)

    May 11, 2025

    Bill would protect women from paying more than men for the same products and services

    Washington, D.C. –  On Mother’s Day, Congresswoman Norma J. Torres reintroduced the Pink Tax Repeal Act, legislation that would prohibit gender-based price discrimination on consumer goods and services that are substantially similar. The legislation targets unjust pricing practices that disproportionately impact mothers and women.

    “It’s outrageous that in 2025, women, especially mothers, are still paying more than men for everyday items like razors, shampoo, and dry cleaning — simply because they’re marketed to women. This Mother’s Day, we need to acknowledge that the Pink Tax isn’t just about price tags — it’s a matter of respect, equality, and economic justice. No woman, mother, or family should be forced to pay more for the same products and services just because they are a woman.”

    “With this bill, we are sending a strong message: pricing that discriminates against women is unfair, and we will no longer stand by while companies exploit their gender for profit. Women are already suffering under Trump’s economy — facing wage gaps, rising costs, and financial insecurity. We shouldn’t be adding insult to injury by making them pay more simply because they are women.”

    “The attacks on women, mothers, and families are real, and they need to end. This bill is about holding companies accountable and ensuring that all consumers, regardless of gender, are treated fairly. It’s time to end the Pink Tax, once and for all.”

    The Pink Tax Repeal Act would:

    • Prohibit manufacturers and service providers from charging different prices for substantially similar products or services based on gender.
    • Direct the Federal Trade Commission to enforce the legislation as an unfair or deceptive act or practice.
    • Empower state attorneys general to take civil action against violators on behalf of consumers.

    Studies have shown the existence of gender-based pricing disparities, costing women and girls hundreds of thousandsmore over their lifetimes compared to their male counterparts. Women make up as much as 85 percent of consumer purchases in the United States, but pay more for products marketed to women and girls 42 percent of the time. From toys to toiletries, the price differences are often hidden in plain sight and result in economic burden for women.

    Full bill text

    ###

    MIL OSI USA News –

    May 8, 2025

  • MIL-OSI USA: Senator Marshall on Fox Business: No Tax on Overtime Is Good for Hardworking Americans

    US Senate News:

    Source: United States Senator for Kansas Roger Marshall
    Washington – U.S. Senator Roger Marshall, M.D. (R-Kansas) today joined Kudlow on Fox Business to discuss the Overtime Wages Tax Relief Act, the bill he introduced today to cut taxes on overtime wages and deliver on one of President Donald Trump’s key promises to give tax relief to lower and middle-class American workers.
    Senator Marshall also discussed the “No Tax on Tips” proposal and the timeline for the Senate to get President Trump’s “One, Big, Beautiful” budget reconciliation bill across the finish line.
    Click HERE to watch Senator Marshall’s full interview.
    Highlights from Senator Marshall’s interview include:        
    On the Overtime Wages Tax Relief Act:
    “We have to get his One Big, Beautiful Bill across the floor, and we have to prioritize President Trump’s priorities, which includes this no tax on overtime. This is something good for hard-working Americans, those people who bring a lunch pail to work.
    “Look, we’re going to limit it to their first $10,000 for an individual, $20,000 for a couple. What that could mean is $4,000 more of take-home pay for those people out there who are working extra hard to make this economy grow.
    “I think it could be something that actually improves the growth of America. We have numerous jobs back home that we can’t fill because we don’t have enough people, at least, who are qualified to do them. This will give us a chance for them to make a little extra money and also put some money back into the economy.”
    On ensuring Americans can keep more of their hard-earned money:
    “I remember my first job. I was actually working in a sale barn, sorting heifers and steers. We would work 12-16 hours a day, and we got that overtime check. And to my surprise, the government was taking out more than they did on the other part of it, and it never made any sense to me. So, it is a big chunk of change. Again, a person may be making $80,000-$100,000 a year if they get to keep $4,000 more of their hard-earned money, then that’s a win for hard workers across the country.”
    On No Tax on Tips:
    “We’re going to get that one across the finish line… We need to keep the price tag, I think, on my overtime wages, under $100 billion over 10 years. And I’m going to guess the no tax on tips is the same place as well, but President Trump wants it. He is the person that’s signing this bill, so we get to use his priorities, and I’m looking forward to making that happen.”
    On getting President Trump’s “One, Big, Beautiful Bill” across the finish line:
    “I think the next step is for the House to give us what they can get passed. I think the big issue for them is, how much are they willing to cut on the spending. They need to probably get to $2 trillion of… savings for Americans in order for us to accomplish all of President Trump’s goals.
    “When we see that, then we can move much more quickly. We got to be prepared, though, for whatever different softballs or fastballs they throw at us. I still think our goal is to get something to the president’s desk by July the fourth.”

    MIL OSI USA News –

    May 8, 2025

  • MIL-OSI USA: Senator Marshall Leads Press Conference on His Bill to Codify Trump’s Key Promise – No Tax on Overtime

    US Senate News:

    Source: United States Senator for Kansas Roger Marshall
    Washington –U.S. Senator Roger Marshall, M.D. (R-Kansas), member of the U.S. Senate Finance Committee, today led a press conference alongside U.S. Senators Tommy Tuberville (R-Alabama), Pete Ricketts (R-Nebraska), and Jim Justice (R-West Virginia) to highlight their bill, the Overtime Wages Tax Relief Act. 
    This legislation thoughtfully puts pen to paper to deliver on President Donald Trump’s key campaign promise to give tax relief to American workers. Specifically, the Overtime Wages Tax Relief Act creates an income tax deduction for overtime wage earners, targeted to help lower and middle-income Americans. Senator Marshall is advocating for this legislation to be included in the FY2025 budget reconciliation package. 
    Click HERE watch Senator Marshall’s full press conference
    Highlights from the press conference include:
    What inspired Senator Marshall to introduce the legislation:
    “I was born and raised on a farm. My first job off the farm was at a sale barn outside of El Dorado, Kansas. Every Saturday, the farmers bring in their cattle. We would sell 1,000 head, 2,000, or 3,000 head on a Saturday. A 12-hour day would be a short day there. Many days my brother and I worked 24 – 36 hours at a time. But the greatest thing I looked forward to was that time and a half after eight hours.
    “And I just remember like it was yesterday – I was making $2.30 an hour, that was the standard wage there at the sale barn… that time and a half overtime really incentivized a young person who was looking forward to buying his first car. But to my surprise, that first time I got my paycheck with that overtime, I was shocked to see how much money the government was taking out of my paycheck…”
    Senator Marshall shares stories of Kansans who would benefit from this legislation:
    “I want to share the story of a couple other people here from back home. The first is Steve Hewitt, and Steve is here in his UPS uniform. He works for the Teamsters local 696, in Topeka, Kansas, obviously a UPS driver. And this is a quote from Steve, ‘Working overtime means I’m spending more time on the road and away from my family. But thanks to this bill, being able to keep more my paycheck in my pocket would be life changing – not just for me, but for blue collar workers across the nation.’
    “The other one is from Brandon Switzer – a corrections officer at the Shawnee County Department of Corrections. Teamsters, local 696 in Topeka, Kansas, again. And this is a quote from Brandon, ‘As the Chief Steward and a corrections specialist at the Shawnee County Department of Corrections, I believe being able to deduct overtime pay from taxes would allow workers to better afford day-to-day living. New legislation like this would also allow workers like me to possibly contribute more to our deferred compensation plan.’
    “The people that were constantly reaching out to me were hard working men and women saying we need someone fighting for us, someone fighting for Main Street, not just Wall Street. And I’m so proud of President Trump that he’s made this a priority, to be the President for the hard-working Americans, for people who carry a lunch pail to work.”
    On why this legislation is critical:
    “This is one of President Trump’s priorities, and it’s one of my priorities as well. You know what this would mean to a family, and I’ll turn it over to Coach Tuberville. Look, the Trump tax cuts – if we don’t make that permanent, families back home are going to get a tax increase of $2,000 a year. So, if we let this go off the books, that’s going to cost Kansas taxpayers $2,000 a year. Potentially, for a person that’s working overtime, they could save another $4,000 on taxes if this legislation is signed into law by the president. So, to me, this is like a $6,000 opportunity for hard-working folks back home. If you’re making 80, 90, or $100,000 a year back home, $6,000 is nothing to sneeze at. That will go a long way in taking care of Joe Biden’s inflation.”
    On the additional benefits of the Overtime Wages Tax Relief Act:
    “I think that we should incentivize hard work, like several of us have said, addressing work shortages. I don’t know back in your states, but all I hear is we don’t have enough employees for the jobs we have. And I see American manufacturing companies starting to really spike back home as well. And again, their big challenge is a lack of people for the jobs we have. The Tax Foundation estimates this will increase economic growth by 0.2 to 0.5% annually. So, I think it actually will help grow the economy and pay for itself in its own way.”
    On how this legislation would be paid for:
    “We should never look at any issue just in a silo. I look at this one, big, beautiful bill, and think that we need to come up with $2 trillion in savings for American taxpayers. And then I think if there’s an opportunity to take some of those savings and reward hard-working men and women that we should do that. And much like the Trump tax cuts, I really think that this will accelerate the economy and add to the GDP.”
    On government revenues and spending:
    “I still think, to me, there’s even a bigger discussion here, is when the appropriation process is starting, is America willing to go on a diet and get off this sugar high that we’ve been on the last four years. We need to reprioritize where we’re spending money. We have a spending problem, much more so than a tax revenue problem.”

    MIL OSI USA News –

    May 8, 2025

  • MIL-OSI Africa: Digital government can benefit citizens: how South Africa can reduce the risks and get it right

    Source: The Conversation – Africa – By Busani Ngcaweni, Visiting Adjunct Professor, Wits School of Governance, University of the Witwatersrand

    The digital revolution is reshaping governance worldwide. From the electronic filing of taxes to digital visa applications, technology is making government services more accessible, efficient and transparent.

    South Africa is making progress in its digital journey. In 2024 it climbed to 40th place out of 193 countries, from 65th place in 2022, in the United Nations e-Government Index. This improvement makes the country one of Africa’s digital leaders, surpassing Mauritius and Tunisia.

    South Africa has identified more than 255 government services for digitisation. Already, 134 are available on the National e-Government Portal. This achievement is remarkable. Nevertheless, the shift to digitisation comes with challenges and risks.

    Some countries have weakened the state’s role by rapidly outsourcing key government functions. But South Africa has the opportunity to build a model of digital transformation that strengthens public institutions rather than diminishes them.

    New technologies must bring tangible benefits for citizens. Digital transformation can improve public administration. But, if mismanaged, it could burden taxpayers with costs.

    Benefits

    Digital transformation comes at a cost. This is particularly true if the state fails to use its procurement power to negotiate reasonable prices. Infrastructure upgrades, cybersecurity measures, software licensing and system maintenance require substantial financial investment.

    The question is whether these expenses are a necessary step towards a more efficient and accessible government.

    Two South African examples illustrate that digital transformation can save money and enhance service delivery quality.

    The first is the South African Revenue Service. Its goal is to ensure that taxpayers and tax advisers can use the service from anywhere and at any time. The changes made more than a decade ago show that digital systems can yield substantial financial gains. After introducing e-filing in 2006, the revenue service streamlined tax processes, reduced inefficiencies and led to higher compliance rates. Ultimately this led to improved revenue collection.

    Similarly, digitising social grant payments has had a number of positive effects. In a chapter of a recent edited volume on public governance, my colleagues and I wrote a case study about how the South African Social Security Agency used basic technologies and platforms like WhatsApp and email to process a grant during the COVID pandemic. It allowed over 14 million people to apply, paid grants to over 6 million beneficiaries during the first phase of the project.

    South African Social Security Agency annual reports show that over 95% of grant beneficiaries receive their payouts electronically through debit cards, instead of going to cash points. This improves security and lets beneficiaries decide when to get and spend their money.

    There are fears that automation could result in massive job losses. But global experience has shown that digitalisation does not necessarily lead to large-scale retrenchments. Instead it can shift the nature of work to other responsibilities.

    The South African Social Security Agency provides a compelling case. Its transition to digital grant payments did not lead to job losses. Similarly, the expansion of e-filing at the revenue service has not resulted in workforce reductions. In both cases efficiencies improved.

    These cases highlight that digital transformation is reshaping roles rather than displacing employees. Public servants are moving into areas such as cybersecurity, data analysis and AI-driven decision-making.

    Shortcomings and pitfalls

    A number of inefficiencies are at play in government services.

    Firstly, most government digital operations still work with outdated paper-based systems. The lack of a uniform digital identity creates bureaucratic inefficiencies and delays.

    Secondly, fragmented procurement of equipment in government has led to duplicated efforts, increased costs and fruitless expenditure.

    Thirdly, different departments often use isolated and incompatible digital systems. This reduce the mutual benefits of digital transformation. The State IT Agency has been blamed for inefficiencies, procurement failures and questionable spending.

    Fourthly, South Africa’s public service remains fragmented. Citizens still struggle to access government services seamlessly. They often move between departments to complete what should be a single transaction.

    Without a centralised system, departments operate in isolation, duplicating efforts, increasing costs and eroding public trust.

    Read more: South Africa’s civil servants are missing skills, especially when it comes to technology – report

    Fifth, a lack of skills. Increasing reliance on digital tools requires expertise in data analytics, cloud computing and automation. Many public servants lack the training to take on these new roles. The National Digital and Future Skills Strategy was introduced in September 2020 to bridge this gap, but its effectiveness depends on its implementation.

    Introducing it in 2020 at the height of the COVID-19 pandemic forced government to make digital leaps which otherwise might have taken longer. To sustain services, technology had to be rapidly adopted, including basic things like holding Cabinet meetings online, using a system rapidly developed by the State Information Technology Agency.

    Sixth, security concerns complicate the transformation. As government systems become digital, they become vulnerable to cyberattacks. South Africa must put in place cybersecurity infrastructure to prevent identity theft, data breaches and service disruptions. A cyberattack on one department could affect the entire public sector.

    What needs to be done

    Government must streamline procurement, improve coordination and eliminate inefficiencies to ensure interdepartmental collaboration.

    A single, integrated e-government platform would:

    • cut red tape

    • reduce queues

    • increase efficiency.

    Government needs to upskill civil servants and improve their digital literacy.

    Government must create a seamless e-government system that connects services while protecting citizens’ personal information. The success of digitalisation depends on technological advancements as well as the level of trust citizens have in government systems. Without strong security measures, transparency and accountability, even the most sophisticated digital tools will fail to gain public confidence.

    South Africa has the chance to demonstrate that a strong, capable state can successfully integrate technology while safeguarding public interests. It should take full advantage of offers by Microsoft, Amazon and Huawei to support digital skills training in the public sector in a way that does not advantage one company’s technologies over others. Choices of technology must be user-centric, not based on preferences of accounting officers and chief information officers. Leaders of public institutions must be measured on their ability to digitally transform their organisations.

    – Digital government can benefit citizens: how South Africa can reduce the risks and get it right
    – https://theconversation.com/digital-government-can-benefit-citizens-how-south-africa-can-reduce-the-risks-and-get-it-right-254089

    MIL OSI Africa –

    May 8, 2025

  • MIL-OSI Global: Digital government can benefit citizens: how South Africa can reduce the risks and get it right

    Source: The Conversation – Africa – By Busani Ngcaweni, Visiting Adjunct Professor, Wits School of Governance, University of the Witwatersrand

    The digital revolution is reshaping governance worldwide. From the electronic filing of taxes to digital visa applications, technology is making government services more accessible, efficient and transparent.

    South Africa is making progress in its digital journey. In 2024 it climbed to 40th place out of 193 countries, from 65th place in 2022, in the United Nations e-Government Index. This improvement makes the country one of Africa’s digital leaders, surpassing Mauritius and Tunisia.

    South Africa has identified more than 255 government services for digitisation. Already, 134 are available on the National e-Government Portal. This achievement is remarkable. Nevertheless, the shift to digitisation comes with challenges and risks.

    Some countries have weakened the state’s role by rapidly outsourcing key government functions. But South Africa has the opportunity to build a model of digital transformation that strengthens public institutions rather than diminishes them.

    New technologies must bring tangible benefits for citizens. Digital transformation can improve public administration. But, if mismanaged, it could burden taxpayers with costs.

    Benefits

    Digital transformation comes at a cost. This is particularly true if the state fails to use its procurement power to negotiate reasonable prices. Infrastructure upgrades, cybersecurity measures, software licensing and system maintenance require substantial financial investment.

    The question is whether these expenses are a necessary step towards a more efficient and accessible government.

    Two South African examples illustrate that digital transformation can save money and enhance service delivery quality.

    The first is the South African Revenue Service. Its goal is to ensure that taxpayers and tax advisers can use the service from anywhere and at any time. The changes made more than a decade ago show that digital systems can yield substantial financial gains. After introducing e-filing in 2006, the revenue service streamlined tax processes, reduced inefficiencies and led to higher compliance rates. Ultimately this led to improved revenue collection.

    Similarly, digitising social grant payments has had a number of positive effects. In a chapter of a recent edited volume on public governance, my colleagues and I wrote a case study about how the South African Social Security Agency used basic technologies and platforms like WhatsApp and email to process a grant during the COVID pandemic. It allowed over 14 million people to apply, paid grants to over 6 million beneficiaries during the first phase of the project.

    South African Social Security Agency annual reports show that over 95% of grant beneficiaries receive their payouts electronically through debit cards, instead of going to cash points. This improves security and lets beneficiaries decide when to get and spend their money.

    There are fears that automation could result in massive job losses. But global experience has shown that digitalisation does not necessarily lead to large-scale retrenchments. Instead it can shift the nature of work to other responsibilities.

    The South African Social Security Agency provides a compelling case. Its transition to digital grant payments did not lead to job losses. Similarly, the expansion of e-filing at the revenue service has not resulted in workforce reductions. In both cases efficiencies improved.

    These cases highlight that digital transformation is reshaping roles rather than displacing employees. Public servants are moving into areas such as cybersecurity, data analysis and AI-driven decision-making.

    Shortcomings and pitfalls

    A number of inefficiencies are at play in government services.

    Firstly, most government digital operations still work with outdated paper-based systems. The lack of a uniform digital identity creates bureaucratic inefficiencies and delays.

    Secondly, fragmented procurement of equipment in government has led to duplicated efforts, increased costs and fruitless expenditure.

    Thirdly, different departments often use isolated and incompatible digital systems. This reduce the mutual benefits of digital transformation. The State IT Agency has been blamed for inefficiencies, procurement failures and questionable spending.

    Fourthly, South Africa’s public service remains fragmented. Citizens still struggle to access government services seamlessly. They often move between departments to complete what should be a single transaction.

    Without a centralised system, departments operate in isolation, duplicating efforts, increasing costs and eroding public trust.



    Read more:
    South Africa’s civil servants are missing skills, especially when it comes to technology – report

    Fifth, a lack of skills. Increasing reliance on digital tools requires expertise in data analytics, cloud computing and automation. Many public servants lack the training to take on these new roles. The National Digital and Future Skills Strategy was introduced in September 2020 to bridge this gap, but its effectiveness depends on its implementation.

    Introducing it in 2020 at the height of the COVID-19 pandemic forced government to make digital leaps which otherwise might have taken longer. To sustain services, technology had to be rapidly adopted, including basic things like holding Cabinet meetings online, using a system rapidly developed by the State Information Technology Agency.

    Sixth, security concerns complicate the transformation. As government systems become digital, they become vulnerable to cyberattacks. South Africa must put in place cybersecurity infrastructure to prevent identity theft, data breaches and service disruptions. A cyberattack on one department could affect the entire public sector.

    What needs to be done

    Government must streamline procurement, improve coordination and eliminate inefficiencies to ensure interdepartmental collaboration.

    A single, integrated e-government platform would:

    • cut red tape

    • reduce queues

    • increase efficiency.

    Government needs to upskill civil servants and improve their digital literacy.

    Government must create a seamless e-government system that connects services while protecting citizens’ personal information. The success of digitalisation depends on technological advancements as well as the level of trust citizens have in government systems. Without strong security measures, transparency and accountability, even the most sophisticated digital tools will fail to gain public confidence.

    South Africa has the chance to demonstrate that a strong, capable state can successfully integrate technology while safeguarding public interests. It should take full advantage of offers by Microsoft, Amazon and Huawei to support digital skills training in the public sector in a way that does not advantage one company’s technologies over others. Choices of technology must be user-centric, not based on preferences of accounting officers and chief information officers. Leaders of public institutions must be measured on their ability to digitally transform their organisations.

    Busani Ngcaweni is affiliated with the National School of Government, Wits and Johannesburg Universities.

    – ref. Digital government can benefit citizens: how South Africa can reduce the risks and get it right – https://theconversation.com/digital-government-can-benefit-citizens-how-south-africa-can-reduce-the-risks-and-get-it-right-254089

    MIL OSI – Global Reports –

    May 8, 2025

  • MIL-OSI Security: Final Sentencing Announced in Multi-State Mail and Bank Fraud Conspiracy Involving Postal Workers

    Source: Office of United States Attorneys

    Montgomery, AL – Today, Acting United States Attorney Kevin Davidson announced the final sentencing in a wide-ranging conspiracy involving eight defendants convicted of wire, bank, and mail fraud. The convictions stem from an investigation into widespread mail theft and check fraud, which included the earlier prosecutions of two Montgomery-area postal workers.

    On May 6, 2025, 25-year-old Hunter Hudson, Jr., also known as “Hunnid K,” from Montgomery, Alabama, received a sentence of 92 months in prison after pleading guilty to wire, bank, and mail fraud. Hudson was identified as a manager within the conspiracy and based on his conduct, caused an intended loss amount of more than $1.5 million. He was ordered to pay $987,883.50 in restitution and to forfeit $91,020.41.

    The conspiracy, which took place between 2022 and 2024, involved the theft and alteration of checks that were then deposited into numerous fraudulent bank accounts. Part of the conspiracy was coordinated through a group chat titled “Fraud Academy,” as named by one of the conspirators.

    The other individuals involved in the conspiracy previously received the following sentences:

    • Brandon Michael Gage, 27, also from Montgomery, was sentenced to 135 months in prison. He was also identified as a manager within the conspiracy, with an intended loss amount exceeding $550,000. Gage was fined $25,000 and ordered to pay $65,000 in restitution.
    • Joey Payne, 26, a resident of Opelika, Alabama, received a sentence of 108 months in prison. Like Hudson and Gage, Payne was also a manager in the scheme with an intended loss amount over $550,000. He was fined $15,000 and ordered to pay $101,556.97 in restitution.
    • Reuben Kristian Brown, 26, another Montgomery resident, was sentenced to 87 months in prison. He acted as a manager in the conspiracy and had an intended loss amount of more than $1.5 million. Brown was fined $15,000 and ordered to pay $17,500 in restitution.
    • Keenan Rashaad Watson, 26, also from Montgomery, was sentenced to 60 months in prison. A manager in the conspiracy, Watson was associated with an intended loss of over $550,000. He was fined $15,000.
    • Kerry O’Shay Hawthorne, 26, another resident of Montgomery, received a sentence of 40 months in prison and was ordered to pay $49,008.95 in restitution.
    • Ethan Alexander Brown, 23, a former bank teller from Montgomery, was sentenced to 34 months in prison. He was directly involved in depositing 61 altered checks worth more than $2 million. He was ordered to pay $973,692.05 in restitution to his employer.
    • Destinie Janan James, 23, a resident of Auburn, Alabama, was sentenced to 22 months in prison. She was fined $25,000 and ordered to pay $89,000 in restitution.

    Although these sentences mark the conclusion of this indictment, the investigation is ongoing.

    “This case demonstrates the serious consequences for those who exploit public institutions and financial systems for personal gain,” said Acting U.S. Attorney Davidson. “Thanks to the dedication of our law enforcement partners, we were able to dismantle a complex criminal network and hold each participant accountable. We remain committed to pursuing those who defraud the public and threaten the integrity of our postal and banking systems.”

    “These convictions are a testament to the dedication of the investigative and legal teams and should send a strong message to any employee who thinks of conspiring with others to steal mail and commit check fraud,” said Tammy Hull, Inspector General U.S. Postal Service. “Our special agents, working with our federal and local law enforcement partners, will continue to aggressively investigate these criminal activities, protecting the integrity of the Postal Service and the U.S. Mail.”

    “The United States Postal Service is a vital and trusted institution,” said Timothy J. O’Malley, Acting Special Agent in Charge with the Federal Bureau of Investigation (FBI). “Any attempt to exploit our postal or banking systems is a serious violation of the public’s trust. These actions will not be tolerated and will be prosecuted to the fullest extent of the law. Protecting the integrity of our postal and financial systems is essential and non-negotiable.”

    “The sentencing in this case should serve notice to criminals that the U.S. Postal Inspection Service is dedicated to defending the nation’s mail system from unlawful activity,” said Shameka Jackson, Acting Inspector-in-Charge of the U.S. Postal Inspection Service’s Houston Division. “I fully commend the hard work and countless hours put forth by all of the law enforcement agencies involved, which resulted in bringing Hunter Hudson, Jr. and the other co-defendants to justice.”

    This extensive investigation was led by the United States Postal Service’s Office of Inspector General, Federal Bureau of Investigation (FBI), United States Postal Inspection Service, Office of Inspector General for the Federal Deposit Insurance Corporation (FDIC), and United States Treasury Inspector General for Tax Administration, with Assistant United States Attorney J. Patrick Lamb prosecuting the case.

    Additional support was provided by the Alabama Attorney General’s Office, Montgomery Police Department, Auburn Police Department, Opelika Police Department, Lee County Sheriff’s Office, Prattville Police Department, Harris County (GA) Sheriff’s Office, Meriwether County (GA) Sheriff’s Office, Georgia State Troopers, Venice (FL) Police Department, and the Sarasota County (FL) Sheriff’s Office.

    MIL Security OSI –

    May 8, 2025

  • MIL-OSI: LPL Financial Welcomes Women-Led West Texas Investments

    Source: GlobeNewswire (MIL-OSI)

    SAN DIEGO, May 07, 2025 (GLOBE NEWSWIRE) — LPL Financial LLC announced today that financial advisors Stephanie Stewart, Debra Hedgcoth, CFP®, RICP®, and Madison Wentland, CPA, of West Texas Investments have joined LPL Financial’s broker-dealer, Registered Investment Advisor (RIA) and custodial platforms. They reported serving approximately $170 million in advisory, brokerage and retirement plan assets* and join LPL from B. Riley Wealth Advisors, Inc.

    Based in Lubbock, Texas, Stewart founded West Texas Investments in 2012 with her late partner, David Barber. Hedgcoth joined the team in 2018 following a 25-year career with the IRS, and Wentland joined two years later in 2019. With more than 40 years of combined industry experience, the all-female team takes a holistic and team approach to helping clients work towards their fiscal goals.

    “We understand that finances are a deeply personal topic, and we use a ‘Discover, Design and Deliver’ approach to help our clients pursue their financial goals,” Hedgcoth said. “First, we take the time to understand our clients’ dreams, goals and values. Then we work with them to design a financial plan with those in mind. After we share their customized plan, we work with them every step of the way, making changes as necessary, to help them work towards realizing their short- and long-term financial vision.”

    Looking to enhance their offerings and provide an elevated client experience, the West Texas Investments team turned to LPL.

    “I was taught that you design your own life, and part of that means working towards a future that aligns with your values and aspirations. Moving our business to LPL will help us achieve that goal,” Wentland said. “With LPL’s impressive integrated and streamlined technology and their extensive back-office services, like Marketing and Paraplanning Solutions, I am confident we will be able to provide our clients with a next-level customer experience.”

    Stewart added, “Our transition to LPL has been seamless, and I have been impressed with the constant communication and step-by-step instructions we’ve received from our transition team as we move our accounts over and answer our clients’ questions. It’s been a best-in-class experience.”

    Scott Posner, LPL Managing Director, Business Development, said, “We welcome Stephanie, Debra and Madison to LPL and look forward to helping them with this next chapter of their business. Just as the West Texas Investments team walks in lockstep with their clients to help them meet their goals, we are committed to helping our advisors differentiate themselves and enhance the client experience. We look forward to supporting the West Texas Investments team for years to come.”

    Related
    Advisors, learn how LPL Financial can help take your business to the next level.

    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, LPL supports nearly 29,000 financial advisors and the wealth management practices of approximately 1,200 financial institutions, servicing and custodying approximately $1.7 trillion in brokerage and advisory assets on behalf of approximately 6 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”), a registered investment advisor and broker-dealer, member FINRA/SIPC. West Texas Investments and LPL Financial are separate entities.

    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.

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

    *Value approximated based on asset and holding details provided to LPL from end of year, 2024.

    Media Contact: 
    Media.relations@LPLFinancial.com 

    Tracking #734052

    The MIL Network –

    May 8, 2025

  • MIL-OSI: Conifers.ai Unveils Program to Transform SOC Operations for Managed Security Service Providers

    Source: GlobeNewswire (MIL-OSI)

    DALLAS, May 07, 2025 (GLOBE NEWSWIRE) — Conifers.ai, the agentic AI platform designed to transform security operations, today unveiled a new program designed to address the greatest challenges of managed security service providers (MSSPs). With industry-leading AI capabilities, disruptive pricing, and unique multi-tenancy features, Conifers improves service delivery, enabling MSSPs to scale and profitably expand their business.

    Threats have become more persistent and sophisticated as attackers leverage AI, leaving companies demanding more from MSSPs and managed detection and response (MDR) providers. These teams are under immense pressure to deliver services faster with more accuracy, while continuously growing their businesses and increasing revenue. Conifers’ MSSP program addresses these pain points with a strategic approach blending industry-leading technology, phased onboarding, seamless integration, and competitive, predictable pricing. With Conifers, service providers become more innovative, and they can scale to support more customers with less financial impact, ultimately increasing their margins and quality.

    “Our team has extensive experience working with service providers. We understand their pain points and the constant pressure to safeguard customers while growing their businesses,” said Tom Findling, co-founder and CEO of Conifers. “With this knowledge, we designed our patent-pending agentic AI platform to boost their effectiveness and efficiency with high-quality investigations so they can meet demand head-on, delivering excellence for customers and accelerating business growth.”

    Tackling Complex Threats at the Speed of AI
    The Conifers CognitiveSOC™ was designed with service providers’ unique needs in mind, empowering managed SOC teams to tackle complex, multi-tier security incidents with unparalleled speed, accuracy, and confidence. The platform continuously ingests security incidents and, in conjunction with tenant-based institutional knowledge, provides deep, contextual investigations for each client. Centralized tenant management and nested multi-tenancy capabilities with seamless integration to any tech stack facilitate expansion. Strategic, customer-specific dashboards deliver meaningful insights that translate tactical results into outcomes that prove value. With Conifers, managed SOC and MDR teams can be more proactive, expand incident coverage, reduce resolution times, and focus on higher-value tasks.

    While competitors focus on just solving low-tier incidents, Conifers provides solutions for all issues encountered by SOC teams — from basic tier one to complex tier three incidents and everything in between. It has been proven to reduce end-to-end investigation times by up to 87%, solving complex incidents and freeing up analysts responsible for these triage processes, enhancing both SOC effectiveness and efficiency. For service providers, this scalability allows them to handle more clients without increasing resources, directly improving margins and competitiveness. Other benefits include:

    • Expand customer contracts via multi-tier service offerings and support for a large variety of security products
    • Improve retention and increase revenue with more accuracy and consistency in incident resolution, which results in more predictable overall costs
    • Grow business overall by increasing productivity and efficiency through unique multi-tenancy features and the smart use of AI
    • Improve the ability to measure real impact and risk reduction to more effectively demonstrate ROI, which is key for retention and expansion and a critical differentiator for MSSPs
    • Expand profit margins more easily with predictable, MSSP-friendly pricing
    • Integrate seamlessly with existing tools and processes
    • Onboard many customers seamlessly and at your own pace with dedicated, white-glove support for MSSPs

    Conifers was recently listed as a Sample Vendor in a Gartner emerging trends report titled, “Emerging Tech: Emerging MDR Trends to Grow Your Security Service Revenue.” Topics discussed include the integration of advanced AI for managed detection and response, and use of AI for prioritization and enhanced effectiveness.

    The Benefits of Agentic AI for MSSPs
    “The Conifers platform’s ability to manage dozens of tenants, each with its own baseline and customer-specific knowledge base, has significantly improved the quality of our operations, reducing investigation times in a way that’s both efficient and effective.” – Rutger de Boer, CTO, Dutch Technology eXperts

    “Broader detection coverage can result in higher alert volumes and false positives, but reducing the noise can cause teams to miss real threats. AI presents an opportunity to eliminate the compromise between effectiveness and efficiency. With Conifers it’s possible to maintain comprehensive detection coverage while conducting deep, high-quality investigations, ensuring faster and more accurate responses to incidents.” – Randy Watkins, CTO, Critical Start

    “Conifers is transforming how we run our SOC. Instead of drowning in alerts or hiring more analysts, we now have agentic AI that acts with context, scales our expertise, and adapts in real time. It’s more than what automation provides—it’s intelligence we can trust. With Conifers, we’re delivering faster, smarter, and more precise security outcomes for every customer.” – Edmund How, Founder & CEO, ONESECURE

    Visit the website or the company blog to learn more about Conifers CognitiveSOC™ program for MSSPs.

    About Conifers.ai
    Conifers.ai is transforming security operations centers (SOCs) with its AI-native Conifers CognitiveSOC™ platform, enabling enterprises and managed security service providers (MSSPs) to achieve SOC excellence. By leveraging agentic AI, Conifers empowers security teams to investigate complex, multi-tier incidents at scale with confidence, efficiency, and accuracy. Led by seasoned industry veterans and supported by SYN Ventures, Conifers is committed to addressing critical SecOps challenges through innovative solutions that enhance operational effectiveness, advanced investigation reasoning, and decision-making capabilities. With its unique staged implementation framework and patent-pending architecture, Conifers.ai builds trust in AI adoption, delivering measurable ROI and business impact. Learn more at https://www.conifers.ai/.

    Media Contact
    Geena Pickering
    Look Left Marketing
    conifers@lookleftmarketing.com

    The MIL Network –

    May 8, 2025

  • MIL-OSI: First Pacific Bancorp Reports First Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    WHITTIER, Calif., May 07, 2025 (GLOBE NEWSWIRE) — First Pacific Bancorp (the “Company”) (OTC Pink: FPBC), the holding company for First Pacific Bank (the “Bank”), today reported consolidated results for the first quarter ending March 31, 2025, marking its eighth consecutive quarter of profitability. The Company remains well-capitalized, with a healthy liquidity position supported by a stable core deposit base and access to substantial sources of liquidity.

    Highlights for the first quarter of 2025 include:

    • Total assets ended the first quarter 2025 at $456 million, up $23 million from $433 million at year end 2024.
    • Total deposits ended the first quarter 2025 at $390 million, up $39 million since year end 2024.
    • Total loans ended the first quarter 2025 at $294 million, up $17 million from year end 2024.
    • Asset quality remains excellent with minimal levels of classified or non-performing assets.
    • The Bank ended the first quarter with a strong capital position, with a leverage capital ratio of 9.0% and a total risk-based capital ratio of 12.7%.
    • As of March 31, 2025, cash and cash equivalents totaled $47 million, including funds invested overnight, up $6 million since year end 2024.
    • Unused borrowing capacity from credit facilities on March 31, 2025, totaled $187 million.

    For the first quarter ending March 31, 2025, the Company realized a pre-tax, pre-provision profit of $550 thousand, compared to a pre-tax, pre-provision profit of $702 thousand in Q4 2024 and $222 thousand in Q1 2024. Net income for the first quarter of 2025 was $393 thousand, up from $162 thousand in Q1 2024.    

    Asset quality remains excellent with minimal non-performing assets, an allowance for credit losses of 1.08% of total loans, and zero loan losses.

    “We are pleased with the momentum we’ve carried into 2025. Our diversified business model, prudent risk management, and focus on operational discipline continue to position us for sustained performance in a dynamic environment,” said Joe Matranga, Chairman of the Board.

    “We delivered strong first quarter results, driven by consistent performance across our markets and continued growth in both loans and deposits,” said Nathan Rogge, President and Chief Executive Officer. “As we execute our client-focused strategy and invest in infrastructure and technology, we are well positioned for long-term success. Our recent move to a larger San Diego regional office reflects our confidence in future growth and our ongoing commitment to serving our clients.”

    ABOUT FIRST PACIFIC BANK

    First Pacific Bank is a wholly owned subsidiary of First Pacific Bancorp (OTC Pink: FPBC) and is a growing community bank catering to individuals, professionals, and small-to-medium sized businesses throughout Southern California. Since opening in 2006, the Bank has offered a personalized approach, access to decision makers, a broad range of solutions, and a commitment to delivering an exceptional customer experience. First Pacific Bank operates locations in Los Angeles County, Orange County, San Diego County, and the Inland Empire. For more information, visit firstpacbank.com or call 888.BNK.AT.FPB.

    FORWARD-LOOKING STATEMENTS

    This news release may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, and First Pacific Bancorp intends for such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Future events are difficult to predict, and the expectations described above are necessarily subject to risk and uncertainty that may cause actual results to differ materially and adversely. Forward-looking statements relate to, among other things, our business plan, and strategies, and can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may” and similar expressions. These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. Factors that might cause such differences include, but are not limited to: successfully realizing the benefits of our business strategy and plans,; changes in general economic and financial market conditions, either nationally or locally, in areas in which First Pacific Bank conducts its operations; effects of inflation and changes in interest rates; continuing consolidation in the financial services industry; new litigation or changes in existing litigation; increased competitive challenges and expanding product and pricing pressures among financial institutions; impact of any natural disasters, including earthquakes; effect of governmental supervision and regulation, including any regulatory or other enforcement actions; legislation or regulatory changes which adversely affect First Pacific Bank’s operations or business; loss of key personnel; and changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies. The Company does not undertake, and specifically disclaims any obligation to update any forward-looking statements to reflect occurrences or unanticipated events, or circumstances after the date of such statements except as required by law.  

    — Summary Financial Tables Follow —

    First Pacific Bancorp 
    Consolidated Balance Sheets
    (Unaudited)
      Mar 31, 2025 Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024
    ASSETS          
    Cash and due from banks $ 8,042,164   $ 4,708,926   $ 23,584,084   $ 4,671,483   $ 7,317,500  
    Fed funds sold & int-bearing balances   39,250,000     36,290,000     25,520,000     37,860,000     37,575,000  
    Total cash and cash equivalents   47,292,164     40,998,926     49,104,084     42,531,483     44,892,500  
               
    Debt securities (AFS)   1,859,740     1,866,022     3,041,852     3,077,666     5,138,340  
    Debt securities (HTM)   99,099,346     100,257,560     101,260,391     102,202,926     103,474,749  
    Total debt securities   100,959,086     102,123,582     104,302,243     105,280,592     108,613,089  
               
    Construction & land development   25,245,823     23,320,351     23,067,204     24,651,513     25,480,398  
    1-4 Family residential   63,536,698     58,588,090     58,082,570     68,588,393     68,521,663  
    Multifamily residential   30,452,183     28,561,276     28,966,811     26,800,829     26,947,419  
    Nonfarm, nonresidential real estate   105,299,777     100,066,570     99,715,860     94,643,169     97,893,840  
    Commercial & industrial   64,956,570     62,322,690     57,342,017     53,504,969     54,785,564  
    Consumer & Other   4,572,607     4,525,108     780,639     1,831,036     1,123,918  
    Total loans   294,063,658     277,384,085     267,955,101     270,019,909     274,752,802  
    Allowance for credit losses (loans)   (3,179,637 )   (3,179,637 )   (3,109,975 )   (3,109,975 )   (3,109,975 )
    Total loans, net   290,884,021     274,204,448     264,845,126     266,909,934     271,642,827  
               
    Premises, equipment, and ROU net   2,822,403     1,328,964     1,452,886     1,714,833     1,992,588  
    Goodwill, core deposit & other intangibles   1,259,139     1,273,134     1,287,129     1,298,084     1,313,367  
    Bank owned life insurance   5,317,491     5,287,738     5,257,550     5,227,763     5,198,654  
    Accrued interest and other assets   7,703,693     7,755,355     7,505,380     7,476,554     7,415,609  
               
    Total Assets $ 456,237,997   $ 432,972,147   $ 433,754,398   $ 430,439,243   $ 441,068,634  
               
    LIABILITIES AND SHAREHOLDERS’ EQUITY          
    Deposits:          
    Noninterest-bearing demand $ 143,205,484   $ 131,515,568   $ 129,473,091   $ 144,240,187   $ 133,945,262  
    Interest-bearing transaction accounts   39,203,360     28,454,639     24,660,000     24,797,108     28,166,207  
    Money market and savings   162,563,677     146,423,126     143,270,628     143,497,864     148,732,230  
    Time deposits   44,568,676     44,302,867     44,388,137     41,060,590     38,662,227  
    Total deposits   389,541,197     350,696,200     341,791,856     353,595,749     349,505,926  
               
    Borrowings   23,000,000     40,000,000     50,000,000     35,000,000     50,000,000  
    Accrued interest and other liabilities   3,952,095     3,122,902     3,430,132     3,781,444     3,936,909  
    Total liabilities   416,493,292     393,819,102     395,221,988     392,377,193     403,442,835  
               
    Shareholders’ Equity:          
    Capital stock and APIC   37,389,068     37,272,567     37,117,627     36,970,386     36,788,606  
    Retained earnings   3,043,502     2,650,877     2,151,305     1,902,788     1,705,174  
    Accum other comprehensive income   (687,865 )   (770,399 )   (736,522 )   (811,124 )   (867,981 )
    Total shareholders’ equity   39,744,705     39,153,045     38,532,410     38,062,050     37,625,799  
               
    Total Liabilities and Shareholders’ Equity $ 456,237,997   $ 432,972,147   $ 433,754,398   $ 430,439,243   $ 441,068,634  
               
    First Pacific Bancorp
    Consolidated Income Statements – Quarterly
    (Unaudited)
               
      Mar 31, 2025 Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024
    INTEREST INCOME          
    Loans, including fees $ 4,788,107   $ 4,814,128   $ 4,817,174   $ 4,655,844   $ 4,700,535  
    Debt securities   462,472     484,508     499,268     514,613     543,857  
    Fed funds & int-bearing balances   339,864     419,597     450,166     573,022     410,685  
    Total interest income   5,590,443     5,718,233     5,766,608     5,743,479     5,655,077  
               
    INTEREST EXPENSE          
    Deposits   1,812,760     1,777,351     1,790,578     1,687,121     1,746,032  
    Borrowings   219,832     332,375     444,250     524,599     507,390  
    Total interest expense   2,032,592     2,109,726     2,234,828     2,211,720     2,253,422  
               
    Net interest income   3,557,851     3,608,507     3,531,780     3,531,759     3,401,655  
               
    Provision for credit losses   –     –     –     –     –  
               
    Net interest income after provision   3,557,851     3,608,507     3,531,780     3,531,759     3,401,655  
               
    NONINTEREST INCOME          
    Service charges, fees and other income   122,610     119,173     106,628     96,460     108,365  
    Sublease income   45,222     –     53,975     52,970     53,872  
    Gains (losses) on sale of assets   –     –     15,335     –     –  
    Gains on early payoff of debt   –     54,125     –     144,325     –  
    Total noninterest income   167,832     173,298     175,938     293,755     162,237  
               
    NONINTEREST EXPENSE          
    Salaries and benefits   2,119,302     1,984,774     2,154,290     2,182,674     2,178,486  
    Occupancy and equipment   259,480     258,180     374,069     363,695     368,816  
    Other expense   797,261     836,692     834,281     1,007,247     794,158  
    Total noninterest expense   3,176,043     3,079,646     3,362,640     3,553,616     3,341,460  
               
    Income before income tax expense   549,640     702,159     345,078     271,898     222,432  
               
    Income tax expense (benefit)   157,015     202,586     96,563     74,281     60,524  
               
    Net Income $ 392,625   $ 499,573   $ 248,515   $ 197,617   $ 161,908  
               
    Earnings per share basic (QTR) $ 0.09   $ 0.12   $ 0.06   $ 0.05   $ 0.04  
    Weighted average shares outstanding (QTR)   4,333,735     4,293,829     4,288,851     4,283,351     4,281,653  
               
    First Pacific Bancorp
    Quarterly Financial Highlights
    (Unaudited)
                 
        Quarterly
        2025 2024 2024 2024 2024
    ($$ in thousands except per share data)   1st Qtr 4th Qtr 3rd Qtr 2nd Qtr 1st Qtr
    EARNINGS            
    Net interest income $ 3,558   3,609   3,532   3,532   3,402  
    Provision for loan losses $ 0   0   0   0   0  
    Noninterest income $ 168   173   176   294   162  
    Noninterest expense $ 3,176   3,080   3,363   3,554   3,341  
    Income tax expense $ 157   203   97   74   61  
    Net income $ 393   500   249   198   162  
                 
    Earnings per share basic $ 0.09   0.12   0.06   0.05   0.04  
    Weighted average shares outstanding   4,333,735   4,293,829   4,288,851   4,283,351   4,281,653  
    Ending shares outstanding   4,335,088   4,294,500   4,291,927   4,283,351   4,283,351  
                 
    PERFORMANCE RATIOS            
    Return on average assets   0.37 % 0.47 % 0.23 % 0.18 % 0.15 %
    Return on average common equity   4.05 % 5.12 % 2.58 % 2.10 % 1.73 %
    Yield on loans   6.79 % 6.91 % 6.98 % 6.97 % 6.84 %
    Yield on earning assets   5.44 % 5.50 % 5.58 % 5.52 % 5.49 %
    Cost of deposits   2.00 % 1.98 % 2.05 % 1.96 % 2.05 %
    Cost of funding   2.12 % 2.18 % 2.32 % 2.28 % 2.35 %
    Net interest margin   3.46 % 3.47 % 3.42 % 3.40 % 3.31 %
    Efficiency ratio   85.2 % 81.4 % 90.7 % 92.9 % 93.8 %
                 
    CAPITAL            
    Tangible equity to tangible assets   8.46 % 8.77 % 8.61 % 8.57 % 8.26 %
    Book value (BV) per common share $ 9.17   9.12   8.98   8.89   8.78  
    Tangible BV per common share $ 8.88   8.82   8.68   8.58   8.48  
                 
    ASSET QUALITY            
    Net loan charge-offs (recoveries) $ 0   0   0   0   0  
    Allowance for credit losses (loans) $ 3,180   3,180   3,110   3,110   3,110  
    Allowance to total loans   1.08 % 1.15 % 1.16 % 1.15 % 1.13 %
    Nonperforming loans $ 849   672   991   77   160  
                 
    END OF PERIOD BALANCES            
    Total loans $ 294,064   277,384   267,955   270,020   274,753  
    Total assets $ 456,238   432,972   433,754   430,439   441,069  
    Deposits $ 389,541   350,696   341,792   353,596   349,506  
    Loans to deposits   75.5 % 79.1 % 78.4 % 76.4 % 78.6 %
    Shareholders’ equity $ 39,745   39,153   38,532   38,062   37,626  
    Full-time equivalent employees   46   49   44   44   46  
                 
    AVERAGE BALANCES (QTRLY)            
    Total loans $ 286,119   276,301   273,960   267,766   275,578  
    Earning assets $ 416,486   412,424   410,298   416,965   412,791  
    Total assets $ 430,891   425,750   424,199   430,830   426,592  
    Deposits $ 368,363   355,369   346,142   346,032   341,226  
    Shareholders’ equity $ 39,326   38,746   38,267   37,788   37,443  
                           

    The MIL Network –

    May 8, 2025

  • MIL-OSI: Dino Psirogiannis, Former iCIMS SVP of Sales, Joins GoodTime as Chief Revenue Officer

    Source: GlobeNewswire (MIL-OSI)

    SAN FRANCISCO, May 07, 2025 (GLOBE NEWSWIRE) — GoodTime, a leader in human-centric AI for hiring, today announced the appointment of Dino Psirogiannis as the company’s Chief Revenue Officer (CRO). In his new role, Dino will lead GoodTime’s global revenue operations, bringing a strategic focus on scaling enterprise growth, expanding partnerships, and delivering exceptional value to customers.

    Advancing GoodTime’s vision for more efficient, human-centered hiring experiences

    Dino joins GoodTime after serving as Senior Vice President of North American Sales at iCIMS, where he played a key role in driving significant revenue growth and strengthening strategic partnerships. His deep background in enterprise software and human capital management — through leadership roles at Alight Solutions, Kronos, ADP, and Intuit — gives him a rich understanding of the challenges and opportunities facing today’s talent acquisition leaders.

    “Enterprise talent teams are under more pressure than ever to deliver results quickly while building strong, human-centered hiring experiences,” said Dino. “GoodTime’s focus on bringing human-centric AI to talent acquisition teams is exactly what the market needs right now. I’m thrilled to join a company that’s reimagining hiring in a way that elevates both efficiency and humanity in the hiring journey.”

    Empowering talent teams with a digital workforce of AI agents

    With Dino’s leadership, GoodTime is doubling down on its commitment to helping enterprise talent teams dramatically improve time-to-hire, reduce administrative burden, and create more meaningful candidate and interviewer experiences with the help of AI agents.

    “Dino deeply understands the world of enterprise talent teams — their goals, their challenges, and how to help them win,” said Ahryun Moon, CEO and Co-Founder of GoodTime. “With the rise of AI agents transforming the hiring process, his leadership is arriving at the perfect moment. Dino’s experience scaling enterprise solutions will be instrumental as we continue building the most advanced AI-powered hiring platform in the market.”

    About GoodTime
    GoodTime elevates the entire hiring experience with human-centric AI, powered by a digital workforce of intelligent AI agents. Trusted by global talent teams at companies like Hubspot, Spotify, Priceline, and Lyft, our platform not only automates interview scheduling but also keeps candidates and interviewers deeply engaged throughout the hiring journey. Gain access to powerful insights and AI-driven recommendations to streamline processes and ensure every interviewer is always well-prepared. The result? Exceptional hiring experiences that consistently land you top talent.

    Learn more at goodtime.io.

    Media Contact
    For more information or to arrange an interview with Ahryun Moon or Dino Psirogiannis, please contact:
    Jake Link
    press@goodtime.io

    The MIL Network –

    May 8, 2025

  • MIL-OSI: PubMatic Unveils AI-Powered Media Buying Platform

    Source: GlobeNewswire (MIL-OSI)

    NO-HEADQUARTERS/REDWOOD CITY, Calif., May 07, 2025 (GLOBE NEWSWIRE) — PubMatic, a leader in digital advertising technology, today announced the launch of its upgraded solution suite for buyers, powered by generative AI. PubMatic’s buyer platform streamlines every stage of the media buying process – from audience and inventory discovery and forecasting to curation, activation, and performance optimization. It is the only solution with direct access to nearly the entire open internet – 1,900 premium publishers, privacy-safe audience data from 190 data partners, and over 821 billion daily ad impressions.

    The buyer-facing platform combines proprietary supply-side intelligence with AI-powered buying tools, and by uniquely combining direct SSP access with seamless campaign activation capabilities, it offers supply-path transparency unavailable to DSPs. This is critical at a time when buyers demand greater control over and visibility into where and how their media dollars are spent.

    Announced on the two-year anniversary of PubMatic’s Activate product launch, this marks a milestone in PubMatic’s evolution from a traditional SSP into an innovative end-to-end technology company powering the future of programmatic advertising on the open internet. With Gen AI at its core, PubMatic’s buyer suite addresses an array of inefficiencies around supply paths, workflows, inventory discovery, audience strategy, and optimization.

    New Capabilities of the Upgraded Platform Include:

    • AI-Driven Efficiency: In PubMatic’s Gen AI-powered marketplace, buyers will describe their campaign goals, audience strategy, or inventory needs using natural language. The platform will instantly surface or create curated deals while built-in forecasting tools will recommend optimal budgets and bid CPMs to maximize performance, resulting in faster deal creation and more predictable, high-performing outcomes.
    • Unified Activation & Insights: Buyers will seamlessly activate curated deals through PubMatic’s Activate platform or their DSP of choice while benefiting from real-time supply insights.
    • Omnichannel Scale: Buyers will tap into premium streaming and omnichannel inventory across connected TVs, mobile apps and browsers, enriched with audience data from PubMatic’s Connect platform to drive better targeting and efficiency.
    • Real-Time, Always-On Optimization: PubMatic’s Gen AI monitoring agent will proactively track campaign and deal performance 24/7, surfacing actionable insights and optimization recommendations to ensure delivery goals are met. This always-on intelligence will reduce manual efforts, flag issues before they impact outcomes, and free up traders to focus on higher-value strategic tasks.
    • Privacy-First Approach: The platform will ensure compliance with privacy regulations while leveraging first-party data for precision targeting, addressing the growing demand for privacy-conscious advertising solutions.

    “Our goal is to give media buyers a smarter, faster path to campaign performance,” said Kyle Dozeman, Chief Revenue Officer, Americas, at PubMatic. “We’ve embedded Generative AI into the entire PubMatic experience, integrating the technology seamlessly into our proven tools – Activate, Connect, and our SSP – unlocking the full potential of data-driven decision-making, while bringing buyers closer to high-quality, performant supply that reaches across the breadth of the open internet. Early adopters of our buy-side tools have already seen remarkable improvements in campaign efficiency and ROI, and we’re excited to continue driving innovation in partnership with leading agencies and advertisers.”

    Currently in beta testing with long-standing partners, the combined suite has strong support from industry leaders. GroupM, a global partner and early adopter of PubMatic’s Activate platform, which delivered a 126% incremental sales lift for a client, implements PubMatic’s buy-side solutions worldwide. Andrew Meaden, Global Head of Investment at GroupM expressed enthusiasm for the new platform: “Our long-standing partnership with PubMatic is based on a shared commitment to privacy-first, AI-powered innovation and helps us stay ahead in a rapidly evolving industry. PubMatic’s new unified platform will help us deliver smarter, more efficient campaigns for our clients, bringing together discovery, curation and activation in a single easy-to-use solution.”

    Publishers also stand to gain from the platform’s success. By leveraging machine learning and curated deals, the platform helps publishers maximize yield, increase fill rates, and maintain control over inventory quality and pricing. Integration with first-party data and commerce media networks empowers publishers to deliver targeted, privacy-compliant advertising experiences that drive incremental revenue and long-term growth. PubMatic’s integrated supply chain brings buyers and sellers closer together, reduces complexity, and ensures more value flows directly to publishers.

    As the industry moves toward a fully integrated supply chain, PubMatic’s buyer platform emerges as a critical nexus – scaling partnerships and AI-driven innovation across curation, activation and measurement to unlock ecosystem-wide collaboration. PubMatic’s curation partner Attain, whose transaction insights power precision targeting and will be available immediately to buyers on the platform, highlights the platform’s opportunity: “PubMatic’s AI-first platform represents an exciting vision for aligning ad spend with curated purchasing behavior”, said Dave Constantino, SVP at Attain. “By integrating real-time transaction data directly into deal curation and activation workflows, buyers gain an unprecedented ability to target high-intent audiences while measuring and optimizing for true business outcomes. This is the future of technology-first, performance-driven programmatic, and we’re excited to be a part of it.”

    To preview the new platform’s user experience, click to watch the video below:
     https://vimeo.com/1082017337/63a02d270b?ts=0&share=copy

    For more information about PubMatic’s enhanced buyer suite or partnership opportunities, please visit: www.pubmatic.com/buyers

    About PubMatic:
    PubMatic (Nasdaq: PUBM) 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, our infrastructure-driven approach has allowed for the efficient processing and utilization of data in real time. By delivering scalable and flexible programmatic innovation, we improve outcomes for our customers while championing a vibrant and transparent digital advertising supply chain.

    Press Contact:
    Ashley Jacobson, Director of Corporate Marketing, press@pubmatic.com
    Broadsheet Communications for PubMatic, pubmaticteam@broadsheetcomms.com

    A video accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/a21bf614-d202-4e4f-a765-c3dca0defe02

    The MIL Network –

    May 8, 2025

  • MIL-OSI Global: Repealing the estate tax could create headaches for the rich – as well as worsen inequality

    Source: The Conversation – USA – By Reid Kress Weisbord, Distinguished Professor of Law and Judge Norma Shapiro Scholar, Rutgers University – Newark

    As it stands, only a tiny fraction of America’s wealthy are ever subjected to the estate tax. Krisanapong Detraphiphat/Getty Images

    Nothing is more certain than death and taxes, Benjamin Franklin famously declared. And, since 1916, the federal government has imposed an estate tax on the transfer of property owned at death.

    But the Trump administration and Republican lawmakers may be on the verge of changing all that. GOP legislators are now considering a massive bill that includes major tax law changes and could pass by June or July 2025. Among the measures under consideration in both the House and Senate is the Death Tax Repeal Act, which would end the federal estate tax and reduce the tax rate on lifetime gifts.

    If the Death Tax Repeal Act were to become law, it would happen at a pivotal moment. In the coming years, baby boomers are expected to leave an estimated US$84 trillion to their heirs, in what’s been called the largest wealth transfer in human history.

    As law professors who specialize in trusts and estates, we’re interested in what might happen next. Interestingly, while the long-term impact to the federal budget would be significant, repealing the estate tax would complicate estate planning for the wealthy taxpayers who might not save all that much money. To understand why, let’s consider how the estate tax works now.

    Estate planning under current law

    The estate tax – which opponents of the policy have long derided as “the death tax” – is imposed on property that is transferred at death. It is part of the federal gift and estate tax system, which imposes a 40% tax on gifts made during life or transferred at death. Supporters of the estate tax argue that it reduces inequality and encourages charitable giving.

    But most Americans, even the very rich, will never pay any gift or estate tax. That’s because millions of dollars of assets transferred after death are completely exempt from it.

    For 2025, the cumulative gift and estate tax exemption is $13.99 million for individuals and $27.98 million for married couples. The current exemption doubled under the Tax Cuts and Jobs Act, which President Donald Trump signed into law in 2017. And it sunsets this year. Unless Congress passes new legislation, the exemption amount will go back to its 2017 base of $5 million for individuals, plus an inflation adjustment. That would increase the number of estates on which it would be levied.

    If the Death Tax Repeal Act passes, of course, then there will be no federal transfer tax imposed on estates.

    The estate tax is a lightning rod on Capitol Hill, even though it doesn’t affect many Americans. In 2022, the U.S. Treasury collected $22.5 billion in estate tax revenues from 3,170 estates. More than 3 million people died, so only 0.1% of decedents left enough assets for their estates to pay the tax.

    The big freeze: How the ultrarich reduce their tax liability

    Beyond taking advantage of this generous exemption, wealthy taxpayers currently use several planning techniques to reduce or eliminate estate taxes.

    A common strategy involves minimizing tax on assets that are likely to grow in value. Suppose, for example, a person owns property worth $25 million, and they have already used up their exemption (currently $13.99 million). If that $25 million property appreciates in value to $125 million, and the person waits until death to transfer it to the next generation, the entire investment – all $125 million – would be subject to the 40% estate tax.

    To reduce those taxes without entirely giving up control, sophisticated “estate freeze” planning techniques allow owners to keep some powers over the gifted property while transferring it for gift tax purposes before assets appreciate in value. In our example, if the $25 million asset were transferred through a freeze device such as an intentionally defective grantor trust, then the only tax would be a 40% gift tax on the $25 million. All of the appreciation – the other $100 million – would incur no gift or estate tax.

    Other estate planning techniques could further reduce the valuation for transfer tax purposes through minority interest, lack of marketability and other discounts. It’s through techniques like this that wealthy Americans are able to pass along approximately $200 billion each year in inherited assets without paying estate taxes.

    The Death Tax Repeal Act would not directly affect the tax treatment of charitable giving at death – over $40 billion – but it could alter incentives for philanthropic giving.

    Repealing the estate tax could upend existing estate plans

    If Congress repeals the estate tax but keeps the gift tax as proposed, many estate freeze planning techniques previously used by the ultrarich would become obsolete. There would be no incentive to make a lifetime gift of property that would appreciate: Individuals who hold onto their property until death would avoid both federal transfer and capital gains taxes.

    As a result, repealing the estate tax would turn existing estate plans on their head. Estate freeze strategies are premised on a calculated trade-off: To reduce or eliminate estate taxation at death, wealthy donors choose to make lifetime gifts even though doing so alters lifetime ownership rights, generates gift tax liability and sacrifices other tax benefits at death.

    Without an estate tax, existing estate freeze plans lock in the costs of lifetime gifting without any payoff at death. What’s more, some estate freeze plans can’t be changed. For example, an intentionally defective grantor trust must be irrevocable to freeze valuation for gift tax purposes.

    So while repealing the estate tax might seem appealing to wealthy Americans, the actual tax benefit could be modest at best for taxpayers who established estate plans under the current system. Financial advisers have also expressed concern about creating new estate plans designed to benefit from estate tax repeal because a future Congress could revive the tax.

    Repealing the estate tax could also have macroeconomic implications. Tax incentives to retain ownership until death could tie up capital in ways that dampen economic growth. Individuals tend to become increasingly risk-averse with age, so the Death Tax Repeal Act could skew investments toward safer asset classes. That could deprive younger generations of access to capital for new ventures, such as startups.

    The bottom line is that repealing the estate tax may hurt both taxpayers and the government. People with sufficient wealth to exhaust the high exemption are likely to have established estate plans that can’t be changed to benefit from estate tax repeal. Meanwhile, for new estate plans that seek to retain property ownership until death, the government will lose an important source of tax revenue – $22.5 billion in 2022 – collected from a tiny number of very wealthy estates that can afford to pay the tax.

    And, of course, repeal would also abandon the original purpose of the estate tax, which sought to reduce extreme concentrations of wealth.

    The authors do not work for, consult, own shares in or receive funding from any company or organization that would benefit from this article, and have disclosed no relevant affiliations beyond their academic appointment.

    – ref. Repealing the estate tax could create headaches for the rich – as well as worsen inequality – https://theconversation.com/repealing-the-estate-tax-could-create-headaches-for-the-rich-as-well-as-worsen-inequality-254871

    MIL OSI – Global Reports –

    May 8, 2025

  • MIL-OSI: Arax Recognizes Partner Firms Named on USA Today’s List of Best Financial Advisory Firms 2025

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, May 07, 2025 (GLOBE NEWSWIRE) — Arax Investment Partners (“Arax”), a premier wealth and asset management platform company backed by RedBird Capital Partners (“RedBird”), today celebrates the inclusion of partner firms Ashton Thomas Private Wealth (“Ashton Thomas” or “ATPW”), U.S. Capital Wealth (“USCW”) and SRS Capital Advisors (n.k.a. “Arax Advisory Partners”) on USA Today’s list of Best Financial Advisory Firms 2025.

    Key highlights include:

    • Ashton Thomas Private Wealth was named one of the Top 10 Best Financial Advisory Firms in the United States and ranked second nationally in its assets under management (“AUM”) subcategory.
    • U.S. Capital Wealth was ranked one of the top three RIAs in Texas in its AUM subcategory.
    • SRS Capital Advisors was ranked one of the top two RIAs in Colorado.
    • Platform-wide, all Arax firms ranked in the top 20% of the 500 named on the list, selected from a pool of over 17,000 firms evaluated nationally.

    “We’re pleased to recognize the accomplishments of our partner firms over the past year as we advance our boutique strategy,” said Haig Ariyan, Chief Executive Officer of Arax Investment Partners. “We are joining forces with the best in wealth management to pursue expansive growth across our platform, and the industry is taking notice. I am very proud of our teams and look forward to continuing our work together.”

    This year’s accolades follow a period of significant growth for Arax, driven by the firm’s differentiated approach to capitalizing on opportunities within the fragmented investment advisory space. By partnering with leading independent wealth management providers and financial advisory teams, Arax delivers the resources necessary to scale business development, pursue complementary investment opportunities, and elevate the client experience. Today, Arax has established a nationwide presence, with a platform that supports more than $26 billion in AUM/A.

    USA Today awards spots on the list to the top performing registered investment advisory firms in the United States. The ranking is based on recommendations from financial advisors, clients and industry experts, and each firm’s development of assets under management (“AUM”). In partnership with Statista, recommendations were collected through an independent survey of over 30,000 individuals, and short-term (12 month) and long-term (five years) AUM development were analyzed using publicly available data. This year, USA Today and Statista included asset-based subgroupings to allow for comparison of firms of similar sizes.

    About Arax Investment Partners
    Arax Investment Partners is a rapidly growing boutique wealth management platform making strategic control investments in leading RIAs and elite advisor teams. Founded and led by CEO Haig Ariyan — a seasoned industry executive with a distinguished track record of building and scaling wealth management businesses — Arax empowers its partners to be entrepreneurial and focus on delivering exceptional client service. Firms benefit from a management team with deep M&A expertise, capital sourcing capabilities, and the backing of RedBird Capital Partners. For more information, visit www.araxpartners.com.

    About Ashton Thomas Private Wealth
    Ashton Thomas is a diversified financial services firm committed to a culture of excellence, integrity, and respect in every aspect of its business. Through its various entities listed below, Ashton Thomas serves foundations, businesses, and affluent individuals and families by providing a range of services which include fee-based financial planning and investment portfolio management, retirement plan consulting, securities brokerage, life and health insurance, and income tax preparation. The firm also strives to remain at the forefront of technological innovation and thought leadership within the financial services industry.

    Ashton Thomas Private Wealth, LLC, (“ATPW”), founded in 2010, and Ashton Thomas Advisors, LLC (“ATA”), founded in 2024, are SEC-registered investment advisers which provide fee-based financial planning, portfolio management, pension consulting, and fund manager selection services. Ashton Thomas Securities, LLC, (“ATS”) is a dually registered entity. ATS registered with FINRA as a broker-dealer in 1984 and provides securities brokerage services. ATS became an SEC-registered investment adviser in 2008 and provides fee-based financial planning, portfolio management, pension consulting, and fund manager selection services. Ashton Thomas Insurance Agency, LLC, (“ATIA”) provides life and health insurance brokerage services. ATIA also provides income tax services through its DBA, Ashton Thomas Tax Advisory. Representatives of the entities listed may only conduct business for which they are licensed, if required, and with residents of the states and jurisdictions in which they are properly registered and/or licensed.

    About U.S. Capital Wealth, LLC
    Headquartered in Houston, Texas, with a strategic Texas presence across Austin, Dallas, and Georgetown, as well as offices in New York City, Massachusetts, and Florida, U.S. Capital Wealth LLC (“USCW”) is a premier independent, full-platform Registered Investment Advisor dedicated to delivering institutional-quality financial solutions with the personalized service of a boutique firm.

    Founded in 2010, USCW was created to empower clients with access to a comprehensive wealth management experience. As a full-platform RIA, USCW offers the best of both worlds — integrating brokerage and advisory capabilities to deliver flexible solutions tailored to each client’s needs. Clients benefit from the capabilities of a large financial institution, while maintaining the personalized, high-touch approach of a boutique advisory firm.

    USCW’s team of seasoned financial professionals brings decades of institutional experience to help clients navigate complexity with clarity and confidence.

    USCW serves distinguished clientele, including high-net-worth and ultra-high-net-worth families, business owners, specialized industry professionals, institutions, and municipalities. Comprehensive offerings span investment management, risk mitigation, lending solutions, and fully integrated family office services — all tailored to each client’s unique goals. To learn more, please visit: https://uscwealth.com.

    About Arax Advisory Partners
    Formerly known as SRS Capital Advisors, Inc., Arax Advisory Partners is a privately owned, independent Registered Investment Advisor specializing in customized investment platforms and highly sophisticated wealth planning solutions for high-net-worth families and individuals, businesses, and foundations. Founded in 2004, Arax Advisory Partners’ unique integrated and comprehensive approach provides the highest possible level of client service to establish lasting partnerships with all their clients while combining comprehensive asset management with leading edge financial planning services. Arax Advisory Partners is headquartered in Denver, CO with offices in Pittsburgh, PA and Philadelphia, PA.

    About RedBird Capital Partners
    RedBird Capital Partners is a private investment firm that builds high-growth companies with strategic capital solutions to founders and entrepreneurs. The firm currently manages $12 billion in assets on behalf of a global group of blue chip institutional and family office investors. Founded in 2014 by Gerry Cardinale, RedBird integrates sophisticated private equity investing with a hands-on business building mandate that focuses on three core industry verticals – Financial Services, Sports and Media & Entertainment. Over his 30-year investment career, Cardinale has partnered with founders and entrepreneurs to build some of the most iconic growth companies in their respective industries. For more information, please go to www.redbirdcap.com.

    Media Contact:

    Dan Gagnier
    Gagnier Communications
    RedBird@gagnierfc.com

    The MIL Network –

    May 8, 2025

  • MIL-OSI: Ashton Thomas Private Wealth Ranked #7 on USA Today’s List of Best Financial Advisory Firms 2025

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, May 07, 2025 (GLOBE NEWSWIRE) — Ashton Thomas Private Wealth (“Ashton Thomas” or “the Company”), an Arax Investment Partners firm, is pleased to announce that it was ranked #7 out of 500 firms on USA Today’s list of Best Financial Advisory Firms 2025. In addition to making the Top 10, Ashton Thomas also ranked second nationally in its assets under management (“AUM”) subcategory.

    USA Today’s ranking of Best Financial Advisory Firms recognizes the top performing registered investment advisory companies in the United States based on recommendations from clients and peers, and an analysis of each firm’s development of AUM. Ashton Thomas has made the list every year since the ranking was launched in 2023.

    This year’s recognition caps off a period of robust growth for Ashton Thomas, which continues to develop its wealth management business supported by the Arax platform. Since joining Arax in 2023, Ashton Thomas has developed its footprint and operations across the U.S., welcoming elite advisor teams based in New York, NY, Boston, MA, Aspen, CO and San Francisco, CA, and establishing a new San Francisco office to support the firm’s growing presence in the Western market. Ashton Thomas expanded its services and offerings with the acquisition of a full-service broker-dealer to provide advisors and clients with access to cutting edge technology, additional compliance infrastructure and access to world class management.

    “We are thrilled to have been honored as one of the best of the best in the wealth management industry,” said Aaron Brodt, CEO of Ashton Thomas. “Our Top 10 ranking is a credit to the work we have done expanding our business to meet the needs of institutions, families and individuals across the country, as well as the top-tier client service provided by our advisors on a daily basis. I commend the full Ashton Thomas team for their contributions to this achievement.”

    “This recognition validates our strategy of partnering with forward-thinking advisory teams and providing the support they need to scale their practices,” added Haig Ariyan, Chief Executive Officer of Arax Investment Partners. “Access to the synergies, management expertise and growth opportunities afforded by our platform allows our Ashton Thomas advisor teams to capitalize on their established reputations and reach more clients with a wide range of services. I look forward to continuing to build on our momentum.”

    About Ashton Thomas Private Wealth
    Ashton Thomas is a diversified financial services firm committed to a culture of excellence, integrity, and respect in every aspect of its business. Through its various entities listed below, Ashton Thomas serves foundations, businesses, and affluent individuals and families by providing a range of services which include fee-based financial planning and investment portfolio management, retirement plan consulting, securities brokerage, life and health insurance, and income tax preparation. The firm also strives to remain at the forefront of technological innovation and thought leadership within the financial services industry.

    Ashton Thomas Private Wealth, LLC, (“ATPW”), founded in 2010, and Ashton Thomas Advisors, LLC (“ATA”), founded in 2024, are SEC-registered investment advisers which provide fee-based financial planning, portfolio management, pension consulting, and fund manager selection services. Ashton Thomas Securities, LLC, (“ATS”) is a dually registered entity. ATS registered with FINRA as a broker-dealer in 1984 and provides securities brokerage services. ATS became an SEC-registered investment adviser in 2008 and provides fee-based financial planning, portfolio management, pension consulting, and fund manager selection services. Ashton Thomas Insurance Agency, LLC, (“ATIA”) provides life and health insurance brokerage services. ATIA also provides income tax services through its DBA, Ashton Thomas Tax Advisory. Representatives of the entities listed may only conduct business for which they are licensed, if required, and with residents of the states and jurisdictions in which they are properly registered and/or licensed.

    About Arax Investment Partners
    Arax Investment Partners is a rapidly growing boutique wealth management platform making strategic control investments in leading RIAs and elite advisor teams. Founded and led by CEO Haig Ariyan — a seasoned industry executive with a distinguished track record of building and scaling wealth management businesses — Arax empowers its partners to be entrepreneurial and focus on delivering exceptional client service. Firms benefit from a management team with deep M&A expertise, capital sourcing capabilities, and the backing of RedBird Capital Partners. For more information, visit www.araxpartners.com.

    Media Contact:

    Dan Gagnier
    Gagnier Communications
    RedBird@gagnierfc.com

    The MIL Network –

    May 8, 2025

  • MIL-OSI: Intermex Reports First-Quarter Results

    Source: GlobeNewswire (MIL-OSI)

    Company to Host Conference Call Today at 9 a.m. ET

    MIAMI, May 07, 2025 (GLOBE NEWSWIRE) — International Money Express, Inc. (NASDAQ: IMXI) (“Intermex” or the “Company”), one of the nation’s leading global omnichannel money transfer services to Latin America and the Caribbean, today reported financial and operating results for the first quarter of 2025.

    Financial performance highlights for the first quarter of 2025:

    • Revenues of $144.3 million
    • Net income of $7.8 million
    • Diluted EPS of $0.25
    • Adjusted Diluted EPS of $0.35
    • Adjusted EBITDA of $21.6 million

    Bob Lisy, Chairman, President, and CEO of Intermex, stated “Intermex’s first quarter results reflect the strength and discipline of the Intermex business model, despite an economic and political backdrop that was difficult to anticipate. Year-over-year volume growth reflects our highly resilient consumer base and our ability to serve them effectively through our omnichannel strategy.”

    First Quarter 2025 Financial Results (all comparisons are to the First Quarter 2024)
    Year over year volumes grew at 3.7%, however total revenues for the Company were down 4.1% to $144.3 million. This was driven by a shift in retail consumer sending behavior as consumers sent fewer transactions, but in larger amounts transferred per transaction in the quarter. The reduction in service fees from lower transactions was partially offset by an increase in revenue primarily related to growth in digital channels. The Company’s user base generated 12.8 million money transfer transactions, down 5.2% from last year. The total principal amount transferred for the period was $5.6 billion, an increase of 3.7%.

    The Company reported net income of $7.8 million, a decrease of 35.5%. Diluted earnings per share were $0.25, a decrease of 28.6%. The decreases in net income and diluted earnings per share were driven primarily by the items noted above for revenues, partly offset by lower services charges from agents and banks. It is worth noting that while revenue was down from lower transactions, the higher year over year volume offset much of the interest and banking expense reductions that would otherwise typically be captured with a lower number of transactions. Lower income tax provision also positively impacted net income. Diluted earnings per share was positively impacted by the reduction in share count from the Company’s stock repurchase activity.

    Adjusted net income totaled $10.9 million, a decrease of 25.9%. Adjusted diluted earnings per share totaled $0.35, a decrease of 18.6%. Adjusted net income and adjusted diluted earnings per share were impacted by the items noted above, adjusted for certain items detailed in the reconciliation tables below following the unaudited condensed consolidated financial statements. Adjusted diluted earnings per share was positively impacted by the reduction in share count from the Company’s stock repurchases.

    Adjusted EBITDA decreased 15.0% to $21.6 million, attributable to the same items noted above, partially offset by the higher net effect of the adjusting items detailed in the reconciliation tables below following the unaudited condensed consolidated financial statements.

    Adjusted and other non-GAAP measures discussed above and elsewhere in this press release are defined below under the heading, Non-GAAP Measures.

    Other Items
    The Company ended the first quarter of 2025 with $151.8 million in cash and cash equivalents. Net Free Cash Generated for the first quarter of 2025 was $10.3 million, up from the first quarter of 2024. Year-over-year Net Free Cash Generated primarily reflects the investments in assets placed into service as a result of the Company’s move to the new U.S. headquarters facility in the first quarter of 2024, partially offset by the decrease in net income.

    The Company incurred $1.2 million in transaction costs for the first quarter, primarily legal and professional fees incurred in relation to its previously announced evaluation of strategic alternatives. In addition, the Company incurred restructuring costs of approximately $0.3 million primarily related to the Company’s foreign operations.

    The Company repurchased 367,873 shares of its common stock for $5.0 million during the first quarter of 2025 through its underlying share repurchase program and a privately-negotiated transaction.

    Guidance
    Based on our first quarter 2025 financial results and the underlying market dynamics we have observed to date, the Company is revising its previously issued full-year guidance below. Current levels of uncertainty and volatility affecting market conditions and consumer behavior, have increased the difficulty of reliably forecasting short-term results.   Moreover, as previously announced, the Company is in the process of executing on a long-term strategy of investing in its digital business offerings to increase their contribution to the Company’s revenue and to increase its profitability.   Accordingly, the Company is discontinuing issuing quarterly guidance.

    Full-year 2025:
    •Revenue of $634.9 million to $654.2 million.
    •Diluted EPS of $1.53 to $1.65.
    •Adjusted Diluted EPS of $1.86 to $2.02.
    •Adjusted EBITDA of $103.6 million to $106.8 million.

    Non-GAAP Measures
    Adjusted Net Income, Adjusted Earnings per Share, Adjusted EBITDA, Adjusted EBITDA Margin and Net Free Cash Generated, each a Non-GAAP financial measure, are the primary metrics used by management to evaluate the financial performance of our business. We present these Non-GAAP financial measures because we believe they are frequently used by analysts, investors, and other interested parties to evaluate companies in our industry. Furthermore, we believe they are helpful in highlighting trends in our operating results, because certain of such measures exclude, among other things, the effects of certain transactions that are outside the control of management, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the jurisdictions in which we operate and capital investments.

    Adjusted Net Income is defined as Net Income adjusted to add back certain charges and expenses, such as non-cash amortization of certain intangible assets resulting from business and asset acquisition transactions, non-cash compensation costs, and other items outlined in the reconciliation table below, as these charges and expenses are not considered a part of our core business operations and are not an indicator of ongoing future Company performance.

    Adjusted Earnings per Share – Basic and Diluted is calculated by dividing Adjusted Net Income by GAAP weighted-average common shares outstanding (basic and diluted).

    Adjusted EBITDA is defined as Net Income before depreciation and amortization, interest expense, income taxes, and adjusted to add back certain charges and expenses, such as non-cash compensation costs and other items outlined in the reconciliation table below, as these charges and expenses are not considered a part of our core business operations and are not an indicator of ongoing future Company performance.

    Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by Revenues.

    Net Free Cash Generated is defined as Net Income before provision for credit losses and depreciation and amortization adjusted to add back certain non-cash charges and expenses, such as non-cash compensation costs, and reduced by cash used in investing activities and servicing of our debt obligations.

    Adjusted Net Income, Adjusted Earnings per Share, Adjusted EBITDA, Adjusted EBITDA Margin, and Net Free Cash Generated are non-GAAP financial measures and should not be considered as an alternative to operating income, net income, net income margin or earnings per share, as a measure of operating performance or cash flows, or as a measure of liquidity. Non-GAAP financial measures are not necessarily calculated the same way by different companies and should not be considered a substitute for or superior to U.S. GAAP.

    Reconciliations of Net Income, the Company’s closest GAAP measure, to Adjusted Net Income, Adjusted EBITDA, and Net Free Cash Generated, as well as a reconciliation of Earnings per Share (Basic and Diluted) to Adjusted Earnings per Share (Basic and Diluted) and Net Income Margin to Adjusted EBITDA Margin, are outlined in the tables below following the condensed consolidated financial statements. A quantitative reconciliation of projected Adjusted EBITDA and Adjusted Diluted EPS to the most comparable GAAP measure is not available without unreasonable efforts because of the inherent difficulty in forecasting and quantifying the amounts necessary under GAAP guidance for operating or other adjusted items including, without limitation, costs and expenses related to acquisitions and other transactions, share-based compensation, tax effects of certain adjustments and losses related to legal contingencies or disposal of assets. For the same reasons, we are unable to address the probable significance of the unavailable information.

    Investor and Analyst Conference Call / Presentation
    Intermex will host a conference call and webcast presentation at 9:00 a.m. Eastern Time today. Interested parties are invited to join the discussion and gain firsthand knowledge about Intermex’s financial performance and operational achievements through the following channels:

    • A live broadcast of the conference call may be accessed via the Investor Relations section of Intermex’s website at https://investors.intermexonline.com/.
    • To participate in the live conference call via telephone, please register HERE. Upon registering, a dial-in number and unique PIN will be provided to join the conference call.
    • Following the conference call, an archived webcast of the call will be available for one year on Intermex’s website at https://investors.intermexonline.com/.

    Safe Harbor Compliance Statement for Forward-Looking Statements
    This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, which reflect our current views concerning certain events that are not historical facts but could have an effect on our future performance, including but without limitation, statements regarding our plans, objectives, financial performance, business strategies, projected results of operations, restructuring initiatives and expectations for the Company. These statements may include and be identified by words or phrases such as, without limitation, “would,” “will,” “should,” “expects,” “believes,” “anticipates,” “continues,” “could,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “forecasts,” “intends,” “assumes,” “estimates,” “approximately,” “shall,” “our planning assumptions,” “future outlook,” “currently,” “target,” “guidance,” and similar expressions (including the negative and plural forms of such words and phrases). These forward-looking statements are based largely on information currently available to our management and our current expectations, assumptions, plans, estimates, judgments, projections about our business and our industry, and macroeconomic conditions, and are subject to various risks, uncertainties, estimates, contingencies, and other factors, many of which are outside our control, that could cause actual results to differ materially from those expressed or implied by such forward-looking statements and could materially adversely affect our business, financial condition, results of operations, cash flows, and liquidity. Such factors include, among others: changes in immigration laws and their enforcement, including any adverse effects on the level of immigrant employment, earning potential and other commercial activities; our success in expanding customer acceptance of our digital services and infrastructure, as well as developing, introducing and marketing new digital and other products and services; new technology or competitors that disrupt the current money transfer and payment ecosystem, including the introduction of new digital platforms; loss of, or reduction in business with, key sending agents; our ability to effectively compete in the markets in which we operate; economic factors such as inflation, the level of economic activity, recession risks and labor market conditions, as well as volatility in market interest rates; international political factors, including ongoing hostilities in Ukraine and the Middle East, political instability, tariffs, including the effects of tariffs on domestic markets and industrial activity and employment, border taxes or restrictions on remittances or transfers from the outbound countries in which we operate or plan to operate; volatility in foreign exchange rates that could affect the volume of consumer remittance activity and/or affect our foreign exchange related gains and losses; consumer confidence in our brands and in consumer money transfers generally; expansion into new geographic markets or product markets; our ability to successfully execute, manage, integrate and obtain the anticipated financial benefits of key acquisitions and mergers; cybersecurity-attacks or disruptions to our information technology, computer network systems, data centers and mobile devices applications; the ability of our risk management and compliance policies, procedures and systems to mitigate risk related to transaction monitoring; consumer fraud and other risks relating to the authenticity of customers’ orders or the improper or illegal use of our services by consumers, sending agents or digital partners; our ability to maintain favorable banking and paying agent relationships necessary to conduct our business; bank failures, sustained financial illiquidity, or illiquidity at the clearing, cash management or custodial financial institutions with which we do business; changes to banking industry regulation and practice; credit risks from our agents, digital partners and the financial institutions with which we do business; our ability to recruit and retain key personnel; our ability to maintain compliance with applicable laws and regulatory requirements, including those intended to prevent use of our money remittance services for criminal activity, those related to data and cybersecurity protection, and those related to new business initiatives; enforcement actions and private litigation under regulations applicable to money remittance services; changes in tax laws in the countries in which we operate; our ability to protect intellectual property rights; our ability to satisfy our debt obligations and remain in compliance with our credit facility requirements; public health conditions, responses thereto and the economic and market effects thereof; the use of third-party vendors and service providers; weakness in U.S. or international economic conditions; and other economic, business, and/or competitive factors, risks and uncertainties, including those described in the “Risk Factors” and other sections of periodic reports and other filings that we file with the Securities and Exchange Commission. Accordingly, we caution investors and all others not to place undue reliance on any forward-looking statements. Any forward-looking statement speaks only as of the date such statement is made and we undertake no obligation to update any of the forward-looking statements.

    About International Money Express, Inc.
    Founded in 1994, Intermex applies proprietary technology enabling consumers to send money from the United States, Canada, Spain, Italy, the United Kingdom and Germany to more than 60 countries. The Company provides the digital movement of money through a network of agent retailers in the United States, Canada, Spain, Italy, the United Kingdom and Germany; Company-operated stores; our mobile apps; and the Company’s websites. Transactions are fulfilled and paid through thousands of retail and bank locations around the world. Intermex is headquartered in Miami, Florida, with international offices in Puebla, Mexico, Guatemala City, Guatemala, London, England, and Madrid, Spain. For more information about Intermex, please visit www.intermexonline.com.

    Alex Sadowski
    Investor Relations Coordinator
    ir@intermexusa.com
    tel. 305-671-8000

    Condensed Consolidated Balance Sheets
             
        March 31,   December 31,
    (in thousands of dollars)     2025     2024
    ASSETS   (Unaudited)    
    Current assets:        
    Cash and cash equivalents   $ 151,764   $ 130,503
    Accounts receivable, net of allowance of $4,095 and $3,546, respectively     131,026     107,077
    Prepaid wires, net     32,577     49,205
    Prepaid expenses and other current assets     10,561     10,998
    Total current assets     325,928     297,783
             
    Property and equipment, net     52,603     50,354
    Goodwill     55,195     55,195
    Intangible assets, net     26,058     26,847
    Deferred tax asset, net     18     —
    Other assets     30,787     32,198
    Total assets   $ 490,589   $ 462,377
             
    LIABILITIES AND STOCKHOLDERS’ EQUITY        
    Current liabilities:        
    Accounts payable   $ 23,410   $ 19,520
    Wire transfers and money orders payable, net     115,081     85,044
    Accrued and other liabilities     47,977     47,434
    Total current liabilities     186,468     151,998
             
    Long-term liabilities:        
    Debt, net     147,385     156,623
    Lease liabilities, net     17,493     18,582
    Deferred tax liability, net     —     250
    Total long-term liabilities     164,878     175,455
             
    Stockholders’ equity:        
    Total stockholders’ equity     139,243     134,924
    Total liabilities and stockholders’ equity   $ 490,589   $ 462,377
             
    Condensed Consolidated Statements of Income
         
        Three Months Ended March 31,
    (in thousands of dollars, except for per share data)     2025     2024
        (Unaudited)
    Revenues:        
    Wire transfer and money order fees, net   $ 120,167   $ 126,921
    Foreign exchange gain, net     20,181     20,346
    Other income     3,962     3,145
    Total revenues     144,310     150,412
             
    Operating expenses:        
    Service charges from agents and banks     93,788     97,934
    Salaries and benefits     18,288     18,106
    Other selling, general and administrative expenses     10,989     9,953
    Provision for credit losses     2,066     1,595
    Restructuring costs     306     —
    Transaction costs     1,169     10
    Depreciation and amortization     3,629     3,228
    Total operating expenses     130,235     130,826
             
    Operating income     14,075     19,586
             
    Interest expense     2,700     2,702
             
    Income before income taxes     11,375     16,884
             
    Income tax provision     3,606     4,778
             
    Net income   $ 7,769   $ 12,106
             
    Earnings per common share:        
    Basic   $ 0.25   $ 0.36
    Diluted   $ 0.25   $ 0.35
             
    Weighted-average common shares outstanding:        
    Basic     30,587,949     33,675,441
    Diluted     30,831,633     34,188,814
    Reconciliation from Net Income to Adjusted Net Income
         
        Three Months Ended March 31,
    (in thousands of dollars, except for per share data)     2025       2024  
        (Unaudited)
             
    Net Income   $ 7,769     $ 12,106  
             
    Adjusted for:        
    Share-based compensation (a)     2,112       2,153  
    Restructuring costs (b)     306       —  
    Transaction costs (c)     1,169       10  
    Other charges and expenses (d)     327       437  
    Amortization of intangibles (e)     711       977  
    Income tax benefit related to adjustments (f)     (1,466 )     (1,012 )
    Adjusted Net Income   $ 10,928     $ 14,671  
             
    Adjusted earnings per common share:        
    Basic   $ 0.36     $ 0.44  
    Diluted   $ 0.35     $ 0.43  

    (a) Represents share-based compensation relating to equity awards granted primarily to employees and independent directors of the Company.

    (b) Represents primarily severance, write-off of assets and, legal and professional fees related to the execution of restructuring plans.

    (c) Represents primarily financial advisory, professional and legal fees related to business acquisition transactions and strategic alternatives.

    (d) Represents primarily loss on disposal of fixed assets.

    (e) Represents the amortization of certain intangible assets that resulted from business and asset acquisition transactions.

    (f) Represents the current and deferred tax impact of the taxable adjustments to Net Income using the Company’s blended federal and state tax rate for each period. Relevant tax-deductible adjustments include all adjustments to Net Income.

    Reconciliation from Basic Earnings per Share to Adjusted Basic Earnings per Share
         
        Three Months Ended March 31,
          2025       2024  
        (Unaudited)
    Basic Earnings per Share   $ 0.25     $ 0.36  
    Adjusted for:        
    Share-based compensation     0.07       0.06  
    Restructuring costs     0.01       —  
    Transaction costs     0.04       NM  
    Other charges and expenses     0.01       0.01  
    Amortization of intangibles     0.02       0.03  
    Income tax benefit related to adjustments     (0.05 )     (0.03 )
    Adjusted Basic Earnings per Share   $ 0.36     $ 0.44  

    NM—Amount is not meaningful

    The table above may contain slight summation differences due to rounding

    Reconciliation from Diluted Earnings per Share to Adjusted Diluted Earnings per Share
         
        Three Months Ended March 31,
          2025       2024  
        (Unaudited)
    Diluted Earnings per Share   $ 0.25     $ 0.35  
    Adjusted for:        
    Share-based compensation     0.07       0.06  
    Restructuring costs     0.01       —  
    Transaction costs     0.04       NM  
    Other charges and expenses     0.01       0.01  
    Amortization of intangibles     0.02       0.03  
    Income tax benefit related to adjustments     (0.05 )     (0.03 )
    Adjusted Diluted Earnings per Share   $ 0.35     $ 0.43  

    NM—Amount is not meaningful

    The table above may contain slight summation differences due to rounding

    Reconciliation from Net Income to Adjusted EBITDA
         
        Three Months Ended March 31,
    (in thousands of dollars)     2025     2024
        (Unaudited)
    Net Income   $ 7,769   $ 12,106
             
    Adjusted for:        
    Interest expense     2,700     2,702
    Income tax provision     3,606     4,778
    Depreciation and amortization     3,629     3,228
    EBITDA     17,704     22,814
    Share-based compensation (a)     2,112     2,153
    Restructuring costs (b)     306     —
    Transaction costs (c)     1,169     10
    Other charges and expenses (d)     327     437
    Adjusted EBITDA   $ 21,618   $ 25,414

    (a) Represents share-based compensation relating to equity awards granted primarily to employees and independent directors of the Company.

    (b) Represents primarily severance, write-off of assets and legal and professional fees related to the execution of restructuring plans.

    (c) Represents primarily financial advisory, professional and legal fees related to business acquisition transactions and strategic alternatives.

    (d) Represents primarily loss on disposal of fixed assets.

    Reconciliation from Net Income Margin to Adjusted EBITDA Margin
         
        Three Months Ended March 31,
        2025     2024  
        (Unaudited)
    Net Income Margin   5.4 %   8.0 %
    Adjusted for:        
    Interest expense   1.9 %   1.8 %
    Income tax provision   2.5 %   3.2 %
    Depreciation and amortization   2.5 %   2.1 %
    EBITDA Margin   12.3 %   15.2 %
    Share-based compensation   1.5 %   1.4 %
    Restructuring costs   0.2 %   — %
    Transaction costs   0.8 %   — %
    Other charges and expenses   0.2 %   0.3 %
    Adjusted EBITDA Margin   15.0 %   16.9 %

    The table above may contain slight summation differences due to rounding

    Reconciliation of Net Income to Net Free Cash Generated
         
        Three Months Ended March 31,
    (in thousands of dollars)     2025       2024  
        (Unaudited)
             
    Net income for the period   $ 7,769     $ 12,106  
             
    Depreciation and amortization     3,629       3,228  
    Share-based compensation     2,112       2,153  
    Provision for credit losses     2,066       1,595  
    Cash used in investing activities     (5,313 )     (13,480 )
    Term loan pay downs     —       (1,641 )
             
    Net Free Cash Generated during the period   $ 10,263     $ 3,961  

    The MIL Network –

    May 8, 2025

  • MIL-OSI: One Stop Systems Reports Q1 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    First quarter of 2025 consolidated gross margin increased 320 basis points year-over-year to 32.6%, on consolidated revenue of $12.3 million

    OSS segment gross margin of 45.5%, on OSS segment revenue of $5.2 million

    OSS segment experienced strong first-quarter bookings of $10.4 million

    Management continues to expect double-digit consolidated revenue growth in 2025 and consolidated EBITDA break even for the year

    ESCONDIDO, Calif., May 07, 2025 (GLOBE NEWSWIRE) — One Stop Systems, Inc. (“OSS” or the “Company”) (Nasdaq: OSS), a leader in rugged Enterprise Class compute for artificial intelligence (AI), machine learning (ML), autonomy and sensor processing at the edge, reported results for the three-month period ended March 31, 2025. Comparisons for the three-month periods are to the same year-ago periods unless otherwise noted.

    “Our OSS segment achieved strong bookings during the first quarter of 2025, driven by growing demand from both new and existing commercial and defense customers. This positive trend highlights increased interest in our Enterprise Class compute solutions and validates our strategic focus on building multi-year, predictable revenue streams. Higher OSS segment orders are particularly encouraging amid ongoing uncertainty in business and government spending. Momentum remains strong, as the programs we are pursuing closely align with our customers’ evolving priorities on AI, ML, autonomy and sensor processing at the Edge,” stated OSS President and CEO, Mike Knowles.

    “As expected, our consolidated gross margin improved year-over-year and from the fourth quarter of 2024, supported by a 45.5% gross margin at our OSS segment, associated with a more profitable mix of products. While near-term market conditions affected the timing of certain OSS segment orders anticipated for the first and second quarters of 2025, we remain on track to achieve our 2025 annual guidance. In addition, we expect bookings to remain strong throughout the year within our OSS segment and support profitable revenue growth in the second half of 2025 and into 2026,” concluded Mr. Knowles.

    2025 First-Quarter Financial Summary

    Consolidated revenue was $12.3 million, compared to $12.7 million in the first quarter of 2024. OSS segment revenue decreased 5.9%, as compared to the same period in 2024, primarily due to lower volume of shipments to a commercial aerospace customer, partially offset by higher volume of shipments to a defense customer. Bressner segment revenue decreased $65,637, or 0.9%, as compared to the same period in 2024.

    The following table sets forth net revenue by segment for the three months ended March 31, 2025, and March 31, 2024 (Dollars may not calculate due to rounding):

      Three Months Ended

    Entity:

    		 March 31,
    2025    		   % of Net
    Revenue    		   March 31,
    2024    		  
    % of Net
    Revenue
    		   %
    Change
    OSS $ 5,206,810       42.5 %   $ 5,533,872       43.7 %     (5.9 )%
    Bressner   7,052,277       57.5 %     7,117,914       56.3 %     (0.9 )%
    Total net revenue $ 12,259,088       100.0 %   $ 12,651,786       100.0 %     (3.1 )%
                                           

    Consolidated gross margin percentage was 32.6% for the three months ended March 31, 2025, compared to 29.4% in the prior year quarter. On a segment basis, the OSS segment had a gross margin of 45.5%, an increase of 11.3 percentage points as compared to the prior year of 34.2%. The increase in OSS segment gross margin was primarily due to higher volume of certain higher margin data storage units and componentry shipped in the quarter. The Company’s Bressner segment had a gross margin percentage of 23.1%, compared to 25.7% in the same period last year, due to product mix.

    Total operating expenses increased 19.2% to $5.9 million. This increase was predominantly attributable to higher marketing and selling costs due to an increase in personnel costs from the additions in headcount made during 2024 as well as an increase in research and development costs driven by higher engineering labor to support new product development.

    The Company reported a net loss of $2.0 million, or $(0.09) per share, as compared to a net loss of $1.3 million, or $(0.06) per share, in the prior year period.

    Adjusted EBITDA, a non-GAAP metric, was a loss of $1.1 million, compared to adjusted EBITDA loss of $500,452 in the prior year period.

    As of March 31, 2025, the Company reported cash and short-term investments of $9.1 million and total working capital of $23.1 million, compared to cash and short-term investments of $10.0 million and total working capital of $24.0 million at December 31, 2024.

    2025 Full Year Outlook

    OSS is executing a strategic plan targeting both commercial and defense markets, aiming to provide integrated solutions and establish OSS as a platform incumbent on large, multi-year programs. This approach is expected to drive long-term value by increasing predictable, recurring revenue and building a strong, multi-year backlog.

    As a result of OSS’ multi-year strategy, the Company continues to anticipate consolidated revenue of $59 to $61 million for the full year of 2025. This includes expected OSS segment revenue of approximately $30 million, representing over 20% year-over-year growth. In addition, the Company expects to be EBITDA break-even for the full year of 2025. Management expects revenue and profitability to improve at a higher rate in the second half of 2025 based on current trends and the Company’s expanding sales pipeline.

    Conference Call

    OSS will hold a conference call to discuss its results for the first quarter of 2025, followed by a question-and-answer period.

    Date: Wednesday, May 7, 2025
    Time: 10:00 a.m. ET (7:00 a.m. PT)
    Toll-free dial-in: 1-800-717-1738
    International dial-in: 1-646-307-1865
    Conference ID: 57745 (required for entry)
    Webcast: https://viavid.webcasts.com/starthere.jsp?ei=1710966&tp_key=28a1f0fc7f

    A replay of the call will be available after 1:00 p.m. ET on May 7, 2025, through May 21, 2025.

    Toll-free replay: 1-844-512-2921
    International replay: 1-412-317-6671
    Passcode: 1157745

    About One Stop Systems

    One Stop Systems, Inc. (Nasdaq: OSS) is a leader in AI enabled solutions for the demanding ‘edge’. OSS designs and manufactures Enterprise Class compute and storage products that enable rugged AI, sensor fusion and autonomous capabilities without compromise. These hardware and software platforms bring the latest data center performance to harsh and challenging applications, whether they are on land, sea or in the air.

    OSS products include ruggedized servers, compute accelerators, flash storage arrays, and storage acceleration software. These specialized compact products are used across multiple industries and applications, including autonomous trucking and farming, as well as aircraft, drones, ships and vehicles within the defense industry.

    OSS solutions address the entire AI workflow, from high-speed data acquisition to deep learning, training and large-scale inference, and have delivered many industry firsts for industrial OEM and government customers.

    As the fastest growing segment of the multi-billion-dollar edge computing market, AI enabled solutions require—and OSS delivers—the highest level of performance in the most challenging environments without compromise.

    OSS products are available directly or through global distributors. For more information, go to www.onestopsystems.com. You can also follow OSS on X, YouTube, and LinkedIn.

    Non-GAAP Financial Measures

    We believe that the use of adjusted earnings before interest, taxes, depreciation and amortization, or adjusted EBITDA, is helpful for an investor to assess the performance of the Company. The Company defines adjusted EBITDA as income (loss) before interest, taxes, depreciation, amortization, acquisition expense, impairment of long-lived assets, financing costs, government funded programs, fair value adjustments from purchase accounting, stock-based compensation expense, and expenses related to discontinued operations.

    Adjusted EBITDA is not a measurement of financial performance under generally accepted accounting principles in the United States, or GAAP. Because of varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact a company’s non-cash operating expenses, we believe that providing a non-GAAP financial measure that excludes non-cash and non-recurring expenses allows for meaningful comparisons between our core business operating results and those of other companies, as well as providing us with an important tool for financial and operational decision making and for evaluating our own core business operating results over different periods of time.

    Our adjusted EBITDA measure may not provide information that is directly comparable to that provided by other companies in our industry, as other companies in our industry may calculate non-GAAP financial results differently, particularly related to non-recurring and unusual items. Our adjusted EBITDA is not a measurement of financial performance under GAAP, and should not be considered as an alternative to operating income or as an indication of operating performance or any other measure of performance derived in accordance with GAAP. We do not consider adjusted EBITDA to be a substitute for, or superior to, the information provided by GAAP financial results.

      For the Three Months Ended March 31,
        2025       2024  
    Net loss $ (2,017,634 )   $ (1,339,622 )
    Depreciation   223,847       289,547  
    Amortization of right-of-use assets net of change in lease liability   (2,032 )     55,997  
    Stock-based compensation expense   612,561       408,740  
    Interest expense   14,186       35,342  
    Interest income   (72,511 )     (141,725 )
    Provision for income taxes   109,466       191,269  
    Adjusted EBITDA $ (1,132,116 )   $ (500,452 )
           

    (Dollars may not calculate due to rounding)

    Adjusted EPS excludes the impact of certain items and, therefore, has not been calculated in accordance with GAAP. We believe that exclusion of certain selected items assists in providing a more complete understanding of our underlying results and trends and allows for comparability with our peer company index and industry. We use this measure along with the corresponding GAAP financial measures to manage our business and to evaluate our performance compared to prior periods and the marketplace. The Company defines non-GAAP income (loss) as income or (loss) before amortization, government funded programs, impairment of long lived assets, stock-based compensation, expenses related to discontinued operations, and acquisition costs. Adjusted EPS expresses adjusted income (loss) on a per share basis using weighted average diluted shares outstanding.

    Adjusted EPS is a non-GAAP financial measure and should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. These non-GAAP financial measures may not be computed in the same manner as similarly titled measures used by other companies. We expect to continue to incur expenses similar to the adjusted income from continuing operations and adjusted EPS financial adjustments described above, and investors should not infer from our presentation of these non-GAAP financial measures that these costs are unusual, infrequent or non-recurring.

    The following table reconciles non-GAAP net income and basic and diluted earnings per share:

      For the Three Months Ended March 31,
        2025       2024  
    Net loss $ (2,017,634 )   $ (1,339,622 )
    Stock-based compensation expense   612,561       408,740  
    Non-GAAP net loss $ (1,405,073 )   $ (930,882 )
    Non-GAAP net loss per share:      
    Basic $ (0.07 )   $ (0.04 )
    Diluted $ (0.07 )   $ (0.04 )
    Weighted average common shares outstanding:      
    Basic   21,384,599       20,709,234  
    Diluted   21,384,599       20,709,234  
     

    (Dollars may not calculate due to rounding)

    Forward-Looking Statements

    OSS cautions you that statements in this press release that are not a description of historical facts are forward-looking statements. . Words such as, but not limited to, “anticipate,” “aim,” “believe,” “contemplate,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “suggest,” “strategy,” “target,” “will,” “would,” and similar expressions or phrases, or the negative of those expressions or phrases, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements include but are not limited to those relating to increased sales and revenues, non-GAAP financial measures, our multi-year strategy, increase in margins, and operating expenses. These statements are based on the company’s current beliefs and expectations. The inclusion of forward-looking statements should not be regarded as a representation by OSS or its partners that any of our plans or expectations will be achieved. Factors that could interfere with our ability to achieve our plans or expectations , include but are not limited to, our ability to expand our product offerings and further penetrate our target markets, future demand for AI/ML integrations, global socio-economic challenges, stock market uncertainty or volatility, reductions in business and/or government spending, and changes in our business strategies, management and/or senior leadership. Actual results may differ from those set forth in this press release due to the risk and uncertainties inherent in our business, including risks described in our prior press releases and in our filings with the Securities and Exchange Commission (SEC), including under the heading “Risk Factors” in our latest Annual Report on Form 10-K and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the company undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

    Media Contacts:
    Robert Kalebaugh
    One Stop Systems, Inc.
    Tel (858) 518-6154
    Email contact

    Investor Relations:
    Andrew Berger
    Managing Director
    SM Berger & Company, Inc.
    Tel (216) 464-6400
    Email contact

    ONE STOP SYSTEMS, INC. (OSS)
    CONSOLIDATED BALANCE SHEETS
     
      Unaudited   Audited
      March 31,   December 31,
        2025       2024  
    ASSETS      
    Current assets      
    Cash and cash equivalents $ 6,498,468     $ 6,794,093  
    Short-term investments   2,620,169       3,217,065  
    Accounts receivable, net   7,245,983       8,177,371  
    Inventories, net   15,099,479       13,176,156  
    Prepaid expenses and other current assets   1,178,620       836,364  
    Total current assets   32,642,719       32,201,048  
    Property and equipment, net   1,472,160       1,669,026  
    Operating lease right-of use assets   1,463,099       1,536,094  
    Deposits and other   38,093       38,093  
    Goodwill   1,489,722       1,489,722  
    Total Assets $ 37,105,793     $ 36,933,982  
           
    LIABILITIES AND STOCKHOLDERS’ EQUITY      
    Current liabilities      
    Accounts payable $ 4,475,684     $ 2,068,017  
    Accrued expenses and other liabilities   3,730,499       4,806,675  
    Current portion of operating lease obligation   272,865       285,937  
    Current portion of notes payable   1,079,484       1,035,050  
    Total current liabilities   9,558,532       8,195,679  
    Deferred tax liability, net   45,572       52,574  
    Operating lease obligation, net of current portion   1,451,728       1,513,684  
    Total liabilities   11,055,832       9,761,937  
    Commitments and contingencies      
    Stockholders’ equity      
    Common stock, $0.0001 par value; 50,000,000 shares authorized; 21,582,196 and 21,148,810 shares issued and outstanding   2,158       2,115  
    Additional paid-in capital   49,824,911       49,082,737  
    Accumulated other comprehensive income   293,587       140,254  
    Accumulated deficit   (24,070,695 )     (22,053,061 )
    Total stockholders’ equity   26,049,961       27,172,045  
    Total Liabilities and Stockholders’ Equity $ 37,105,793     $ 36,933,982  
           
    ONE STOP SYSTEMS, INC. (OSS)
    UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Dollars may not calculate due to rounding)
     
      For the Three Months Ended March 31,
        2025       2024  
    Revenue:      
    Product $ 11,848,713     $ 12,287,046  
    Customer funded development   410,375       364,740  
        12,259,088       12,651,786  
    Cost of revenue:      
    Product   7,912,314       8,818,756  
    Customer funded development   349,782       109,737  
        8,262,096       8,928,493  
    Gross profit   3,996,992       3,723,293  
    Operating expenses:      
    General and administrative   2,366,369       2,094,317  
    Marketing and selling   2,218,190       1,920,113  
    Research and development   1,357,293       970,877  
    Total operating expenses   5,941,852       4,985,307  
    Loss from operations   (1,944,860 )     (1,262,014 )
    Other (expense) income, net:      
    Interest income   72,511       141,725  
    Interest expense   (14,186 )     (35,342 )
    Other (expense) income, net   (21,633 )     7,278  
    Total other income, net   36,692       113,661  
    Loss before income taxes   (1,908,168 )     (1,148,353 )
    Provision for income taxes   109,466       191,269  
    Net loss $ (2,017,634 )   $ (1,339,622 )
           
    Net loss per share:      
    Basic $ (0.09 )   $ (0.06 )
    Diluted $ (0.09 )   $ (0.06 )
           
    Weighted average common shares outstanding:      
    Basic   21,384,599       20,709,234  
    Diluted   21,384,599       20,709,234  
           
    ONE STOP SYSTEMS, INC. (OSS)
    UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
     
      For the Three Months Ended March 31,
        2025       2024  
    Cash flows from operating activities:      
    Net loss $ (2,017,634 )   $ (1,339,622 )
    Adjustments to reconcile net loss to net cash (used in) provided by operating activities:      
    Deferred income taxes   1,737       (188,674 )
    Loss on disposal of property and equipment   –       354  
    Provision for bad debt   (100 )     –  
    Warranty reserves   –       (15,000 )
    Depreciation   223,847       289,547  
    Amortization of right-of-use assets   76,825       100,138  
    Inventory reserves   (146,200 )     94,063  
    Stock-based compensation expense   612,561       408,740  
    Changes in operating assets and liabilities:      
    Accounts receivable   1,068,100       842,057  
    Inventories   (1,418,185 )     (66,013 )
    Prepaid expenses and other current assets   (332,400 )     (224,116 )
    Accounts payable   2,336,310       1,486,003  
    Accrued expenses and other liabilities   (1,461,601 )     700,041  
    Operating lease liabilities   (78,857 )     (44,141 )
    Net cash (used in) provided by operating activities   (1,135,596 )     2,043,378  
           
    Cash flows from investing activities:      
    Redemption of short-term investment grade securities   597,288       1,811,364  
    Purchases of property and equipment, including capitalization of labor costs for test equipment and ERP   (12,793 )     (167,168 )
    Net cash provided by investing activities   584,495       1,644,196  
           
    Cash flows from financing activities:      
    Proceeds from exercise of stock options and warrants   373,310       127,350  
    Payment of payroll taxes on net issuance of employee stock options   (243,654 )     (246,376 )
    Repayments on notes payable   –       (680,948 )
    Net cash provided by (used in) financing activities   129,656       (799,974 )
           
    Net change in cash and cash equivalents   (421,445 )     2,887,600  
    Effect of exchange rates on cash   125,820       (32,446 )
    Cash and cash equivalents, beginning of period   6,794,093       4,048,948  
    Cash and cash equivalents, end of period $ 6,498,468     $ 6,904,102  

    The MIL Network –

    May 8, 2025

  • MIL-OSI: Greystone Housing Impact Investors Reports First Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    OMAHA, Neb., May 07, 2025 (GLOBE NEWSWIRE) — On May 7, 2025, Greystone Housing Impact Investors LP (NYSE: GHI) (the “Partnership”) announced financial results for the three months ended March 31, 2025.

    Financial Highlights

    The Partnership reported the following results as of and for the three months ended March 31, 2025:

    • Net income of $0.11 per Beneficial Unit Certificate (“BUC”), basic and diluted
    • Cash Available for Distribution (“CAD”) of $0.31 per BUC
    • Total assets of $1.54 billion
    • Total Mortgage Revenue Bond (“MRB”) and Governmental Issuer Loan (“GIL”) investments of $1.18 billion

    The difference between reported net income per BUC and CAD per BUC is primarily due to the treatment of unrealized losses on the Partnership’s interest rate derivative positions. Unrealized losses of approximately $3.9 million are included in net income for the three months ended March 31, 2025. Unrealized losses are a result of the impact of decreased market interest rates on the calculated fair value of the Partnership’s interest rate derivative positions. Unrealized gains and losses do not affect our cash earnings and are added back to net income when calculating the Partnership’s CAD. The Partnership received net cash from its interest rate derivative positions totaling approximately $847,000 during the first quarter.

    In March 2025, the Partnership announced that the Board of Managers of Greystone AF Manager LLC declared a regular quarterly distribution to the Partnership’s BUC holders of $0.37 per BUC. The distribution was paid on April 30, 2025, to BUC holders of record as of the close of trading on March 31, 2025.

    Management Remarks

    “We continue to evaluate investment opportunities despite continuing market volatility,” said Kenneth C. Rogozinski, the Partnership’s Chief Executive Officer.  “Our successful Series B Preferred Units issuance provides low-cost, non-dilutive capital for us to deploy into accretive investment opportunities. In addition, the dedicated pool of capital that we have from the new BlackRock construction lending joint venture is a powerful tool for us to serve our affordable housing developer relationship base.”

    Recent Investment and Financing Activity

    The Partnership reported the following updates for the first quarter of 2025:

    • Advanced funds on MRB and taxable MRB investments totaling $21.5 million, offset by an MRB redemption of approximately $10.4 million.
    • Advanced funds on GIL and taxable GIL investments totaling $39.1 million.
    • GIL, taxable GIL, and property loan redemptions and paydowns totaling approximately $102.7 million.
    • Advanced net funds to joint venture equity investments totaling $5.6 million.
    • Received proceeds of $14.2 million upon sale of Vantage at Tomball, inclusive of return of capital and accrued preferred return.
    • Issued $20 million Series B Preferred Units with an annual distribution rate of 5.75% to an existing investor.

    In May 2025, the managing member of Vantage at Helotes sold the property to a governmental entity who in turn leased the property to a non-profit entity. That non-profit entity financed its purchase of the leasehold interest by issuing tax-exempt and taxable bonds. The Partnership received gross proceeds of approximately $17.1 million, inclusive of the return of capital contributions and accrued preferred return. The Partnership expects to recognize investment income of approximately $1.8 million and a gain on sale of approximately $163,000 in the second quarter of 2025, before settlement of final proceeds and expenses. The Partnership expects to recognize approximately $0.08 of net income per BUC, basic and diluted, and CAD per BUC, based on the number of BUCs outstanding on the date of sale.

    Investment Portfolio Updates

    The Partnership announced the following updates regarding its investment portfolio:

    • All MRB and GIL investments are current on contractual principal and interest payments and the Partnership has received no requests for forbearance of contractual principal and interest payments from borrowers as of March 31, 2025
    • The Partnership continues to execute its hedging strategy, primarily through interest rate swaps, to reduce the impact of changing market interest rates.
    • Six joint venture equity investment properties have completed construction, with three properties having previously achieved 90% occupancy. Four of the Partnership’s joint venture equity investments are currently under construction or in development, with none having experienced material supply chain disruptions for either construction materials or labor to date.

    Earnings Webcast & Conference Call

    The Partnership will host a conference call for investors on Wednesday, May 7, 2025 at 4:30 p.m. Eastern Time to discuss the Partnership’s First Quarter 2025 results.

    For those interested in participating in the question-and-answer session, participants may dial-in toll free at (877) 407-8813. International participants may dial-in at +1 (201) 689-8521. No pin or code number is needed.

    The call is also being webcast live in listen-only mode. The webcast can be accessed via the Partnership’s website under “Events & Presentations” or via the following link:
    https://event.choruscall.com/mediaframe/webcast.html?webcastid=a4hicNZA

    It is recommended that you join 15 minutes before the conference call begins (although you may register, dial-in or access the webcast at any time during the call).

    A recorded replay of the webcast will be made available on the Partnership’s Investor Relations website at http://www.ghiinvestors.com.

    About Greystone Housing Impact Investors LP

    Greystone Housing Impact Investors LP was formed in 1998 under the Delaware Revised Uniform Limited Partnership Act for the primary purpose of acquiring, holding, selling and otherwise dealing with a portfolio of mortgage revenue bonds which have been issued to provide construction and/or permanent financing for affordable multifamily, seniors and student housing properties. The Partnership is pursuing a business strategy of acquiring additional mortgage revenue bonds and other investments on a leveraged basis. The Partnership expects and believes the interest earned on these mortgage revenue bonds is excludable from gross income for federal income tax purposes. The Partnership seeks to achieve its investment growth strategy by investing in additional mortgage revenue bonds and other investments as permitted by its Second Amended and Restated Limited Partnership Agreement, dated December 5, 2022 (the “Partnership Agreement”), taking advantage of attractive financing structures available in the securities market, and entering into interest rate risk management instruments. Greystone Housing Impact Investors LP press releases are available at www.ghiinvestors.com.

    Safe Harbor Statement

    Certain statements in this press release are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by use of statements that include, but are not limited to, phrases such as “believe,” “expect,” “future,” “anticipate,” “intend,” “plan,” “foresee,” “may,” “should,” “will,” “estimates,” “potential,” “continue,” or other similar words or phrases. Similarly, statements that describe objectives, plans, or goals also are forward-looking statements. Such forward-looking statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Partnership. The Partnership cautions readers that a number of important factors could cause actual results to differ materially from those expressed in, implied, or projected by such forward-looking statements. Risks and uncertainties include, but are not limited to: defaults on the mortgage loans securing our mortgage revenue bonds and governmental issuer loans; the competitive environment in which the Partnership operates; risks associated with investing in multifamily, student, senior citizen residential properties and commercial properties; general economic, geopolitical, and financial conditions, including the current and future impact of changing interest rates, inflation, and international conflicts (including the Russia-Ukraine war and the Israel-Hamas war) on business operations, employment, and financial conditions; uncertain conditions within the domestic and international macroeconomic environment, including monetary and fiscal policy and conditions in the investment, credit, interest rate, and derivatives markets; any effects on our business resulting from new U.S. domestic or foreign governmental trade measures, including but not limited to tariffs, import and export controls, foreign exchange intervention accomplished to offset the effects of trade policy or in response to currency volatility, and other restrictions on free trade; adverse reactions in U.S. financial markets related to actions of foreign central banks or the economic performance of foreign economies, including in particular China, Japan, the European Union, and the United Kingdom; the general condition of the real estate markets in the regions in which the Partnership operates, which may be unfavorably impacted by pressures in the commercial real estate sector, incrementally higher unemployment rates, persistent elevated inflation levels, and other factors; changes in interest rates and credit spreads, as well as the success of any hedging strategies the Partnership may undertake in relation to such changes, and the effect such changes may have on the relative spreads between the yield on investments and cost of financing; the aggregate effect of elevated inflation levels over the past several years, spurred by multiple factors including expansionary monetary and fiscal policy, higher commodity prices, a tight labor market, and low residential vacancy rates, which may result in continued elevated interest rate levels and increased market volatility; the Partnership’s ability to access debt and equity capital to finance its assets; current maturities of the Partnership’s financing arrangements and the Partnership’s ability to renew or refinance such financing arrangements; local, regional, national and international economic and credit market conditions; recapture of previously issued Low Income Housing Tax Credits in accordance with Section 42 of the Internal Revenue Code; geographic concentration of properties related to investments held by the Partnership; changes in the U.S. corporate tax code and other government regulations affecting the Partnership’s business; and the other risks detailed in the Partnership’s SEC filings (including but not limited to, the Partnership’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K). Readers are urged to consider these factors carefully in evaluating the forward-looking statements.

    If any of these risks or uncertainties materializes or if any of the assumptions underlying such forward-looking statements proves to be incorrect, the developments and future events concerning the Partnership set forth in this press release may differ materially from those expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this document. We anticipate that subsequent events and developments will cause our expectations and beliefs to change. The Partnership assumes no obligation to update such forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, unless obligated to do so under the federal securities laws.

     
     
    GREYSTONE HOUSING IMPACT INVESTORS LP
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (UNAUDITED)
     
        For the Three Months Ended March 31,    
        2025     2024    
    Revenues:              
    Investment income   $ 21,878,167     $ 19,272,345    
    Other interest income     2,288,165       3,003,838    
    Other income     958,825       94,471    
    Total revenues     25,125,157       22,370,654    
    Expenses:              
    Provision for credit losses     (172,000 )     (806,000 )  
    Depreciation     3,542       5,967    
    Interest expense     14,134,816       13,803,935    
    Net result from derivative transactions     3,036,137       (6,267,664 )  
    General and administrative     4,570,261       4,930,388    
    Total expenses     21,572,756       11,666,626    
    Other income:              
    Gain on sale of investments in unconsolidated entities     5,220       50,000    
    Earnings (losses) from investments in unconsolidated entities     (233,334 )     (106,845 )  
    Income before income taxes     3,324,287       10,647,183    
    Income tax benefit     (2,733 )     (1,198 )  
    Net income     3,327,020       10,648,381    
    Redeemable Preferred Unit distributions and accretion     (760,679 )     (767,241 )  
    Net income available to Partners   $ 2,566,341     $ 9,881,140    
                   
    Net income available to Partners allocated to:              
    General Partner   $ 25,611     $ 98,311    
    Limited Partners – BUCs     2,483,685       9,725,097    
    Limited Partners – Restricted units     57,045       57,732    
        $ 2,566,341     $ 9,881,140    
    BUC holders’ interest in net income per BUC, basic and diluted   $ 0.11     $ 0.42   *
    Weighted average number of BUCs outstanding, basic     23,171,226       23,000,754   *
    Weighted average number of BUCs outstanding, diluted     23,171,226       23,000,754   *
    * The amounts indicated above have been adjusted to reflect the distribution completed on April 30, 2024 in the form of additional BUCs at a ratio of 0.00417 BUCs for each BUC outstanding as of March 28, 2024 on a retroactive basis.
       

    Disclosure Regarding Non-GAAP Measures – Cash Available for Distribution

    The Partnership believes that CAD provides relevant information about the Partnership’s operations and is necessary, along with net income, for understanding its operating results. To calculate CAD, the Partnership begins with net income as computed in accordance with GAAP and adjusts for non-cash expenses or income consisting of depreciation expense, amortization expense related to deferred financing costs, amortization of premiums and discounts, fair value adjustments to derivative instruments, provisions for credit and loan losses, impairments on MRBs, GILs, real estate assets and property loans, deferred income tax expense (benefit), and restricted unit compensation expense. The Partnership also adjusts net income for the Partnership’s share of (earnings) losses of investments in unconsolidated entities as such amounts are primarily depreciation expenses and development costs that are expected to be recovered upon an exit event. The Partnership also deducts Tier 2 income (see Note 22 to the Partnership’s condensed consolidated financial statements) distributable to the General Partner as defined in the Partnership Agreement and distributions and accretion for the Preferred Units. Net income is the GAAP measure most comparable to CAD. There is no generally accepted methodology for computing CAD, and the Partnership’s computation of CAD may not be comparable to CAD reported by other companies. Although the Partnership considers CAD to be a useful measure of the Partnership’s operating performance, CAD is a non-GAAP measure that should not be considered as an alternative to net income calculated in accordance with GAAP, or any other measures of financial performance presented in accordance with GAAP.

    The following table shows the calculation of CAD (and a reconciliation of the Partnership’s net income, as determined in accordance with GAAP, to CAD) for the three months ended March 31, 2025 and 2024 (all per BUC amounts are presented giving effect to the BUCs Distributions described in Note 22 of the condensed consolidated financial statements on a retroactive basis for all periods presented):

        For the Three Months Ended March 31,  
        2025     2024  
    Net income   $ 3,327,020     $ 10,648,381  
    Unrealized (gains) losses on derivatives, net     3,883,196       (4,604,215 )
    Depreciation expense     3,542       5,967  
    Provision for credit losses (1)     (172,000 )     (806,000 )
    Amortization of deferred financing costs     381,334       367,418  
    Restricted unit compensation expense     234,047       332,321  
    Deferred income taxes     1,227       2,998  
    Redeemable Preferred Unit distributions and accretion     (760,679 )     (767,241 )
    Tier 2 income allocable to the General Partner (2)     –       –  
    Recovery of prior credit loss (3)     (16,967 )     (17,155 )
    Bond premium, discount and acquisition fee amortization, net of cash received     25,220       (40,475 )
    (Earnings) losses from investments in unconsolidated entities     233,334       106,845  
    Total CAD   $ 7,139,274     $ 5,228,844  
                 
    Weighted average number of BUCs outstanding, basic     23,171,226       23,000,754  
    Net income per BUC, basic   $ 0.11     $ 0.42  
    Total CAD per BUC, basic   $ 0.31     $ 0.23  
    Cash Distributions declared, per BUC   $ 0.37     $ 0.368  
    BUCs Distributions declared, per BUC (4)   $ –     $ 0.07  
    (1) The adjustments reflect the change in allowances for credit losses under the CECL standard which requires the Partnership to update estimates of expected credit losses for its investment portfolio at each reporting date.
       
    (2) As described in Note 22 to the Partnership’s condensed consolidated financial statements, Net Interest Income representing contingent interest and Net Residual Proceeds representing contingent interest (Tier 2 income) will be distributed 75% to the limited partners and BUC holders, as a class, and 25% to the General Partner. This adjustment represents 25% of Tier 2 income due to the General Partner. There was no Tier 2 income for the three months ended March 31, 2025 and 2024.
       
    (3) The Partnership determined there was a recovery of previously recognized impairment recorded for the Live 929 Apartments Series 2022A MRB prior to the adoption of the CECL standard effective January 1, 2023. The Partnership is accreting the recovery of prior credit loss for this MRB into investment income over the term of the MRB consistent with applicable guidance. The accretion of recovery of value is presented as a reduction to current CAD as the original provision for credit loss was an addback for CAD calculation purposes in the period recognized.
       
    (4) The Partnership declared the distribution completed on April 30, 2024 in the form of additional BUCs equal to $0.07 per BUC for outstanding BUCs as of the record date of March 28, 2024.
       

    MEDIA CONTACT: 
    Karen Marotta 
    Greystone 
    212-896-9149 
    Karen.Marotta@greyco.com

    INVESTOR CONTACT:
    Andy Grier
    Investors Relations
    402-952-1235

    The MIL Network –

    May 8, 2025

  • MIL-OSI Asia-Pac: Stamp duty bill passage welcomed

    Source: Hong Kong Information Services

    The Government welcomed the passage of the Stamp Duty (Amendment) Bill 2025 by the Legislative Council today, which implements the adjustment of the maximum value of properties chargeable to the $100 stamp duty from $3 million to $4 million.

     

    Proposed in the 2025-26 Budget, the adjustment aims to ease the burden on buyers of properties at lower values.

         

    Based on the 2024-25 property transaction data, the Government said it estimates that the measure will benefit about 15% of property transactions, with government revenue reduced by about $400 million annually.

         

    The legislation as passed will be published in the Government Gazette on May 16.

     

    The relevant adjustment, which took effect at 11am on February 26 this year under the Public Revenue Protection (Stamp Duty) Order 2025 gazetted on the same day, applies to instruments executed on or after February 26, 2025.

    MIL OSI Asia Pacific News –

    May 8, 2025

  • MIL-OSI Australia: ATO unveils ‘wild’ tax deduction attempts and priorities for 2025

    Source: New places to play in Gungahlin

    The Australian Taxation Office (ATO) has today revealed some of the ‘wild’ work related expense tax claims people have tried to put past the ATO, and spoiler alert: an air fryer generally won’t make the cut.

    Some of the most outrageous deduction attempts the ATO saw last year included:

    • A mechanic tried to claim an air fryer, microwave, 2 vacuum cleaners, a TV, gaming console and gaming accessories as work-related. The claim was denied as these expenses are personal in nature.
    • A truck driver tried to claim swimwear because it was hot where they stopped in transit and they wanted to go for a swim. The claim was denied as these expenses are personal in nature.
    • A manager in the fashion industry tried to claim well over $10,000 in luxury-branded clothing and accessories to be well presented at work, and to attend events, dinners and functions. The clothing was all conventional in nature and was not allowed.

    ATO Assistant Commissioner Rob Thomson reminded taxpayers that the ATO’s role is to collect the correct amount of tax that is owed, and exaggerated deduction attempts would not be tolerated.

    ‘While some people have tried their luck with unusual work-related deduction claims, most people realise to be able to claim an expense, it needs to meet strict criteria.

    ‘While a lunchtime dip might clear your head for work, swimwear for a truck driver is clearly not deductible.’

    ‘We know in many instances mistakes relating to work-related expenses could be avoided with a little time and effort,’ Mr Thomson said.

    This tax time the ATO will be focused on areas it sees frequent errors, including work-related expenses, working from home deductions and in respect to multiple income sources.

    ‘Work-related expenses must have a close connection to your income earning activities, and you should be prepared to back it up, with records like a receipt or invoice.’

    ‘If your deductions don’t pass the ‘pub test’, it’s highly unlikely your claim would meet the ATO’s strict criteria’.

    ‘Don’t fall into the trap of thinking you can claim expenses like travel to and from work and childcare costs. These expenses are personal in nature and cannot be claimed. When in doubt look for guidance on the ATO website or speak with your registered tax agent.’

    ‘If you’re anything like me, a paper receipt will get lost almost immediately. The myDeductions tool on the ATO app allows you to keep records of your work and general expenses to make lodging your tax return easier,’ Mr Thomson said.

    When you are ready to lodge your tax return you can easily share your saved deductions with your registered tax agent or upload them to myTax to make tax time simple.

    ‘If you’re not sure what you can or can’t claim, check the ATO website for detailed guidance, or ask your registered tax professional, if you have one. Don’t just claim it and hope for the best as penalties and interest may apply.’

    One of the most-claimed work-related expense each year is a working from home deduction. In 2024 more than 10 million people claimed a work-related deduction, and many of those claimed a deduction related to working from home. 

    There are 2 ways you can calculate your deduction for additional expenses you incur by working from home – the fixed rate method or the actual cost method.

    In order to claim a working from home deduction, you must be working from home to fulfil your employment duties (not carrying out minimal tasks) and you have to have records to prove you incurred additional expenses due to working from home.

    Using the fixed rate method allows you to claim 70 cents for every hour you work from home and covers your additional running expenses that are often difficult to apportion, like internet, phone usage, electricity and stationery.

    ‘Remember that you can’t then claim these items separately elsewhere in your tax return – no double dipping!’ Mr Thomson warned.

    To claim using the actual cost method, you must have records of all the expenses you claim, and the work-related use of your expenses to back up your deduction.

    The ATO is also reminding Australians to declare all sources of income, and make sure they are included on their tax return. This includes side-hustles, for example if you are providing ride sourcing services or selling services via an app.

    Each source of income you have will have different deductions available to you, depending on the nature of the income and your occupation.

    More information on specific deductions for different jobs is available in the ATO’s occupation and industry specific guides.

    Notes to journalists

    MIL OSI News –

    May 8, 2025

  • MIL-OSI United Kingdom: Cyber is a poster child for growth

    Source: United Kingdom – Executive Government & Departments

    Speech

    Cyber is a poster child for growth

    The Chancellor of the Duchy of Lancaster spoke about the cyber threat landscape and how the government is using cyber to drive economic growth in a speech at CyberUK 2025 in Manchester.

    Introduction:

    Good morning everyone, 

    It’s really great to be here with you in Manchester.

    This is one of Britain’s great cities.

    From music to sport to industry, Manchester has made its mark on the world in so many ways…

    And today I want to talk to you about an area where I believe Manchester, the North West, the whole country can grow in strength in the future.

    There might have been times when a government minister making a speech about cyber security was thought to be something routine. 

    Ritual calls for preparedness, and it might not seem to have much connection to the real world.

    But not today. Not this time. Not this week. Not with what we have been seeing happening over the past few weeks. 

    Great British businesses. Household names like M&S, the Co-op, Harrods, all the subject of serious cyber incidents.

    These cyber attacks are not a game. They’re not a clever exercise. They are serious organised crime.

    The purpose is to damage and extort good businesses. It’s the digital version of an old-fashioned shake down. Either straight theft or a protection racket where your business will be safe as long as you pay the gangsters.  

    And what we’ve seen over the past couple of weeks should serve as a wake-up call for everyone – for government and the public sector, for businesses and organisations up and down the country, as if we needed one, that cybersecurity is not a luxury – it’s an absolute necessity. 

    Whether it is a system failure or a deliberate attack, no organisation can afford to treat cyber security as an afterthought.

    So it’s not routine. It’s a good time to be gathering today, to discuss what we can do to make our defences as strong as possible.

    Now it’s one of the paradoxes of modern life: technology brings huge benefits, and there’s no going back – but it also brings risks.  

    The internet is one of the greatest engines for creativity and innovation in modern history. It has transformed the way we live, work and learn. 

    Just think of the applications. Busy parents who can save so much time by ordering goods online, students with an unfathomable range of knowledge at their fingertips, families all around the world able to share pictures of those precious moments – birthdays, christenings, weddings – just at the press of a screen. All of us benefit from this astounding level of connectedness.

    Yet the technology that underpins it can be weaponised by those who want to destabilise our infrastructure, our information systems, or our industrial base.

    The UK’s critical infrastructure is now more interconnected than ever. That is empowering…

    But it also carries risks, because there are vulnerabilities –  and more than we had years ago. Right down to the household level.

    As the cost of the tech has plummeted, and broadband speeds have risen, more and more devices are connected online. In 2020, it was thought to be about 50 billion. By 2030 – which isn’t that far away now – it will be 500 billion, according to projections. 

    More connections, more interconnectedness. 

    Technological leaps are rarely born in comfort; more often, they are forged during conflict, or competition or by sheer necessity. And history shows us that innovation always accelerates when the stakes are highest, from nuclear energy to the space race.

    The stakes are high right now. And we are in the middle of another huge technological leap – a “technology shock” if you like – with AI and other emerging technologies developing at breakneck speeds. 

    It’s a duty for Government and all of us to keep up. 

    Because in the modern world, where everything is connected, and so much of it’s online, it doesn’t take much if that is attacked to cause serious disruption. 

    Just ask anyone in Spain or Portugal who went through the power outage last week. Passengers stuck in underground trains. Payment systems disabled and suddenly, for a day, cash is king again. And a host of other effects. 

    I experienced last July, just a couple of weeks after the general election, the CrowdStrike incident. We worked closely with one of the sponsors of this conference, CrowdStrike, to manage the fallout of that.

    That wasn’t a cyber attack but it did cause ripples right across the country and the world. 

    Flights grounded. Hospital appointments disrupted. Holidays cancelled. GP services cut off.

    We worked closely with the company to resolve it. But what did we learn?

    Lessons:

    First, you’ve got to bring people together and coordinate. We had the National Cyber Security Centre, the Cabinet Office – the department I lead – Microsoft and CrowdStrike, all the different parts of government to understand what the incident was. 

    Secondly, Government cannot do it alone. You have to have good partnerships between the public and private sector. 

    And thirdly, even though it exposed a responsibility, there is also a prize to be grasped here. 

    Because if interconnectedness that I’ve spoken about requires greater protection and powers of recovery, then those countries that think about this, that invest in the cybersecurity services, will be able to offer those services to those that need them. 

    Just think about previous waves of interconnectedness and how the UK led the way in protecting them. Think about how Lloyds of London, for example, insured shipping right across the globe, well so too can the UK play a major role in cyber security. A new kind of technological insurance.

    We are already the third largest exporter of these products and services in the world.

    And as the technology continues to develop, I believe that our cyber companies and start-ups can use that current competitive advantage as a launchpad for greater success – for the benefit of the entire UK economy.

    So my message this morning to you is that it’s not just about vulnerability and risk – it’s about economic growth too.  

    Later this year, we’ll publish a new National Cyber Strategy that will set out how we want to approach these challenges and opportunities in the years to come. 

    Today I want to touch on three aspects of that today: threats, security and growth.

    Threat landscape

    Scale of activity:

    The threat is growing. 

    Last year the NCSC received almost 2,000 reports of cyber attacks – of which 90 were deemed significant, and 12 at the top end of severity. 

    That is three times the number of severe attacks compared to the year before (2023).

    They’re targeted both Government and private systems.

    Combatting it is a constant challenge. I can’t stand here this morning and tell you that Government systems are bombproof. That is not the case.

    These are new systems, built on top of legacy systems, and we’re doing everything in our power to modernise the state, and to upgrade those core systems . But the Government, and the country as a whole, has to take this seriously if we’re going to do it securely in the future.

    Artificial Intelligence:

    It’s our strong conviction that Artificial Intelligence will bring huge opportunities to the UK. We want this country to be a good home both for investment and adoption in this field. But like all general purpose technologies, it can be used for good or ill.

    And just as people and businesses across the country are using AI in all sorts of applications, so too are our adversaries. 

    Today, we are declassifying an intelligence assessment that shows AI is going to increase not only the frequency, but the intensity, of cyber attacks in the coming years.

    Our security systems will only remain secure if they keep pace with what our adversaries are doing. 

    And that’s why it’s imperative to understand what they’re doing and why.

    State-actors:

    And today state-backed cyber hacking has become the new normal.

    Hostile states constantly working to degrade our military advantage. With cyber criminals who will routinely sell their services to other states. These cyber mercenaries can cause huge harm.

    Sometimes to steal money. For example, it is thought that North Korea stole $1.34bn through cryptocurrency theft last year, causing US officials to describe their hackers as the “world’s leading bank robbers”.

    The cyber activity we are seeing in countries like North Korea reflects that grey area that exists between some states and cyber criminals. 

    My colleagues at the Home Office, under the leadership of the Home Secretary and the Security Minister, are working hard to strengthen our overall response to cyber crime. They have been consulting on a number of ransomware proposals designed to thwart our enemies.

    Other state-backed hacking is done as part of a wider war – and we’ve seen that with Russia’s illegal invasion of Ukraine. 

    How Ukraine is putting up an incredibly brave fight against cyberwarfare unleashed by the Russians, and we have vowed to stand shoulder-to-shoulder with Ukraine for as long as it takes to defend their sovereignty. 

    And so we’re going to invest £8 million in the Ukraine Cyber Programme over the next year to counter the Kremlin’s cyber aggression.

    What Russia is doing doesn’t stop in Ukraine. There have been a number of other attacks and disinformation campaigns in other countries.

    For example, in Moldova’s presidential election last year. And we know that they will keep trying. So we will be investing £1 million in cyber capabilities in Moldova, to help give that country the tools to combat Russian cyber attacks and ensure their upcoming parliamentary election can be as democratic, fair and open as possible.

    Our country has always defended freedom.

    This is part of the defence of freedom and democracy that has been part of our country’s history.

    But defence today is not just about troops and missiles.

    It’s also about this cyber realm, too – and this Government is absolutely committed to making sure we and our allies are strong in this domain. 

    China:

    And let me say a word about China.

    When we think about international activity in cyberspace, we need to be clear-eyed about the challenge posed by China. 

    It is well on its way to becoming a cyber superpower. It has the sophistication. The scale. And the seriousness.

    It’s one of the world leaders in AI, as the world’s second largest economy it’s deeply embedded in global supply chains and markets.

    We need to view China’s approach to cyberspace with open eyes. Disengagement economically from China is not an option. Neither’s naivety. 

    The job of a responsible Government is to protect our people and constructively engage with the world as it is.

    “Stop the world I want to get off” is not in the United Kingdom’s interests.

    Rather, our approach should be to engage constructively and consistently with China where it is in the UK’s economic interests, but also to be clear that we will robustly defend our own cyberspace.

    Bolstering our defences

    And I want to thank the organisations that do that. GCHQ, NCSC, the National Cyber Force – they keep watch, working tirelessly with our allies, with the Five Eyes alliance, to stay ahead of our competitors.

    Our intelligence agencies also play a key role in growing our overall cyber ecosystem – acting as a training bed for all kinds of experts who go on to be successful cyber entrepreneurs.

    LASR:

    And we’re investing in new capabilities in this regard. 

    Last year, I launched a new public-private partnership to keep the UK on top of some of the risks emerging on how we harness AI.

    The idea behind the Laboratory for AI Security Research – or LASR, as we’ve come to call it – is simple: accelerate innovation and research into how AI can protect our national security.

    Since November, its funded 10 PhDs at Oxford University; funded an in-house team of 9 researchers at The Turing Institute; and its funded research at 8 other leading UK universities including Queen’s University Belfast and Lancaster University.

    And we are committing an extra £7million to LASR’s research over the next financial year. 

    And I’m pleased to announce it has agreed a new partnership with one of the biggest tech companies in the world, Cisco.

    They are going to be collaborating with GCHQ and the NCSC, and other partners to expand the research and innovation capacity of the Lab.

    They will be running challenges across the UK, and build a demonstrator here in the North West to showcase how our scientists and entrepreneurs can work together to manage the risks, build the skills and grasp the opportunities of AI security.

    This is the first collaboration of its kind with LASR, and will be a trailblazer and it will help LASR drive cutting-edge research into the impact of AI on national security.

    Cyber Security and Resilience Bill:

    We’re also modernising the way the state approaches this, through the Cyber Security and Resilience Bill. 

    That legislation will bolster our national defences. It will grant new powers to the Technology Secretary to direct regulated organisations to reinforce their defences.

    And as we begin scrutiny of that Bill in Parliament, we will be launching a new Software Security Code of Practice – to help all organisations take the measures they need to embed security and resilience. 

    And the prize of all this is growth. Safe economic growth. 

    Growth

    When we’re talking about cyber, it’s easy to focus on the risks and threats. 

    But we also need to think about the reward. There is enormous potential for cyber security to be a driving force in our economy. 

    We already have over 2,000 businesses across the UK. An estimated 67,000 jobs – with an increase of 6,000 in the last 12 months.

    Revenue of more than £13billion.

    And as I said, we’re exporting this across the world.
    But there is still potential on the table.
    So we’re supporting an independent report from Imperial College and Bristol University, who are going to apply their knowledge and expertise to help us establish which levers we need to pull, and how we do that.

    And ahead of the report, we are already making some big investments like the £1billion going into a new state-of-the-art Golden Valley campus near GCHQ’s Cheltenham office.

    That site alone is expected to create 12,000 jobs and be home to hospitality, retail businesses, as well as 3,700 new homes. It is all growth. 

    Industrial Strategy:

    And that is why cyber is part of our Industrial Strategy too. It is a significant part of our economic future.

    Conclusion:

    So as I said at the start of my remarks, we are in a new world.

    In fact, it’s incredible to think it’s been only 36 years since Tim Berners Lee invented the World Wide Web. 

    I have teenage children and sometimes I try to explain to them the world before the internet. It’s not something they find easy to understand. The pace of change that we have seen during that time is unlikely to slow down.

    So we have got to take the long view: not just think about the technologies of today, but what it might look like in 10 or 20 years.

    Cyber attacks and cyber hacking are likely to be permanent features of this new global order – there is no point in pretending otherwise.

    But the opportunities are also huge, and I believe that this country, in its position of creativity and innovation, will be at the vanguard of cyberspace and cybersecurity for decades to come.

    Seizing the opportunities to grow the sector, protecting and defending other parts of the economy.

    Standing by our allies in an ever changing world, and defending democracy right across the world.

    It is at once one of the challenges and opportunities of our time, and we have to work together to meet it. 

    –ENDS–

    Updates to this page

    Published 7 May 2025

    MIL OSI United Kingdom –

    May 7, 2025

  • MIL-OSI Australia: Revenue and Rating Plan survey opens for community feedback

    Source: New South Wales Ministerial News

    The City is developing a Revenue and Rating Plan 2025-2029 and is inviting the community to complete a short survey.

    The Local Government Act 2020 requires the City to have a Revenue and Rating Plan which needs to be adopted for at least four years after each Council election.

    The Revenue and Rating Plan explains how the City will raise funds to provide services, facilities and infrastructure. This includes finding the most appropriate and affordable rates approach for Greater Bendigo’s residents and businesses.

    The plan includes rates options that are allowed under legislation and are fair and equitable. It also includes principles for decision-making for other income sources such as fees and charges.

    Rates and charges make up around two-thirds of the City’s income. The plan does not set targets for the City’s income.

    Greater Bendigo currently has 11 different rating types, known as differential rates, for various classes of property such as general (which covers residential properties), commercial/industrial, farms and vacant land.

    Using differential rating allows the City to shift the amount of rates that residents and businesses pay in a way that reflects their capacity to pay. This aims to make rates fairer.

    To do this, the City applies a different ‘rate in the dollar’ for different classes of property.

    Director Corporate Performance Jess Howard said community feedback was an important part of the next plan’s development.

    “The Revenue and Rating Plan is significant because it sets out decisions that Council can make in relation to rating options available to it under the Local Government Act 2020,” Ms Howard said.

    “The plan takes a four-year approach and explains how Council calculates the revenue needed to fund activities. The City provides many important services and facilities for the community and must collect revenue to cover the cost of providing them.

    “The plan aims to ensure the fair and equitable distribution of rates across property owners.

    “The community is invited to get involved in a survey on the City’s engagement platform Let’s Talk Greater Bendigo. Your responses and feedback will help inform a draft Revenue and Rating Plan which will be presented for consideration at the June Council meeting.”

    The survey is open until 5pm, May 21.

    MIL OSI News –

    May 7, 2025

  • MIL-OSI Europe: At a Glance – Implementation of the Two-Pillar corporate tax framework – 07-05-2025

    Source: European Parliament

    After years of negotiations, nearly 140 countries from around the world rallied behind a historic overhaul of international corporate tax rules in October 2021. Amidst the implementation process by countries worldwide, including EU Member States, President Donald Trump withdrew United States (US) support for the global agreement, creating uncertainty about its future development. The Subcommittee on Tax Matters (FISC) is due to hold a public hearing on this topic on 15 May 2025.

    MIL OSI Europe News –

    May 7, 2025

  • MIL-OSI: TransAlta Reports First Quarter 2025 Results and Reaffirms Annual Guidance

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, May 07, 2025 (GLOBE NEWSWIRE) — TransAlta Corporation (TransAlta or the Company) (TSX: TA) (NYSE: TAC) today reported its financial results for the first quarter ended March 31, 2025.

    “Our business delivered strong operational performance across the fleet during the first quarter. While the Company’s merchant portfolio in Alberta was partially impacted by softer power prices, our hedging strategy and active asset optimization continued to generate realized prices well above spot prices,” said John Kousinioris, President and Chief Executive Officer of TransAlta.

    “We have a unique and diversified generating fleet that is complemented by a highly skilled energy marketing and trading team. Though we are operating within a challenging pricing environment in Alberta, our assets continue to perform well, and we remain confident in our 2025 Outlook,” added Mr. Kousinioris.

    “During the quarter, we executed and progressed multiple strategic initiatives. We advanced our growth plan by securing a strategic partnership with Nova Clean Energy, LLC, which grants the Company the exclusive option to purchase late-stage development projects in the western United States. Nova’s team has a successful track record of developing projects across the U.S. and has a development portfolio of over four GW. We continued to advance our data centre strategy in Alberta by moving into the commercialization phase. Negotiations on repowering opportunities at our Centralia facility continue to progress. And, finally, we successfully issued $450 million of medium-term notes and repaid our $400 million term loan that was due later this year, maintaining our financial strength and capital discipline.”

    First Quarter 2025 Highlights

    • Achieved strong operational availability of 94.9 per cent in 2025, compared to 92.3 per cent in 2024
    • Adjusted EBITDA(1) of $270 million, compared to $342 million for the same period in 2024
    • Free Cash Flow (FCF)(1) of $139 million, or $0.47 per share, compared to $221 million, or $0.72 per share, for the same period in 2024
    • Adjusted earnings before income taxes(1) of $28 million, or $0.09 per share, compared to $144 million, or $0.47 per share, for the same period in 2024
    • Cash flow from operating activities of $7 million, compared to $244 million from the same period in 2024
    • Net earnings attributable to common shareholders(1) of $46 million, or $0.15 per share, compared to $222 million, or $0.72 per share, for the same period in 2024
    • Declared quarterly dividend of $0.065 per share common share, an increase of eight per cent

    Key Business Developments

    Nova Clean Energy, LLC

    During the first quarter of 2025, the Company made a strategic investment in Nova Clean Energy, LLC (Nova), a developer of renewable energy projects. The investment includes a US$75 million term loan and US$100 million revolving facility. At closing of the transaction, US$74 million was drawn by Nova under the credit facilities. The outstanding principal under the term loan and the revolving facility bear interest of seven per cent per annum with interest due quarterly. The terms of the term loan and the revolving facility are six and five years, respectively, unless accelerated. The term loan is convertible to a minority equity interest at any time, prior to maturity, at the option of the Company and any remaining unused term loan commitments at the time of conversion would be terminated. This investment provides the Company with the exclusive right to purchase Nova’s late-stage development projects in the western U.S.

    Annual Shareholder Meeting

    On April 24, 2025 at TransAlta’s Annual and Special Meeting of Shareholders, the Company received strong support on all items of business, including the election of all 11 director nominees, re-appointment of auditors, Say-on-Pay, and approval of the Company’s Amended and Restated Shareholder Rights Plan.

    Two directors did not stand for re-election and the Board would like to extend its gratitude to Mr. Harry Goldgut and Ms. Sarah Slusser for their service.

    The Company welcomed Mr. Brian Baker to the Board who brings extensive experience in strategic direction, risk management and growth alongside his extensive background in infrastructure.

    Mothballing of Sundance 6

    As previously communicated, the Company mothballed the Sundance Unit 6 facility on April 1, 2025. The Company initially provided notice to the Alberta Electric System Operator (AESO) on Nov. 4, 2024, that Sundance Unit 6 would be mothballed on April 1, 2025, for a period of up to two years depending on market conditions. TransAlta maintains the flexibility to return the mothballed unit to service when market fundamentals improve or opportunities to contract are secured.

    Senior Notes Offering

    On March 24, 2025, the Company issued $450 million of senior notes with a fixed annual coupon of 5.625 per cent, maturing on March 24, 2032. The notes are unsecured and rank equally in right of payment with all existing and future senior indebtedness and senior in right of payment to all future subordinated indebtedness. Interest payments on the notes are made semi-annually, on March 24 and Sept. 24, with the first payment commencing Sept. 24, 2025.

    On March 25, 2025, the Company repaid its $400 million variable rate term loan facility in advance of the scheduled maturity date of Sept. 7, 2025, with the proceeds received from the $450 million senior notes offering.

    Normal Course Issuer Bid (NCIB) and Automatic Securities Purchase Plan (ASPP)

    TransAlta remains committed to enhancing shareholder returns through appropriate capital allocation such as share buybacks and its quarterly dividend.

    On May 27, 2024, the Company announced that it had received approval from the Toronto Stock Exchange to purchase up to 14 million common shares during the 12-month period that commenced May 31, 2024, and terminates May 31, 2025. Any common shares purchased under the NCIB will be cancelled.

    On Feb. 19, 2025 the Company announced it was allocating up to $100 million to be returned to shareholders in the form of share repurchases.

    On March 25, 2025, the Company entered into an ASPP to facilitate repurchases of TransAlta’s common shares under its NCIB. Under the ASPP, the Company’s broker may purchase common shares from the effective date of the ASPP until the termination of the ASPP. All purchases of common shares made under the ASPP will be included in determining the number of common shares purchased under the NCIB. The ASPP will terminate on the earliest of: (a) May 8, 2025; (b) the date on which the maximum purchase limits under the ASPP are reached; or (c) the date on which the Company terminates the ASPP in accordance with its terms.

    As of May 6, 2025, the Company has purchased and cancelled a total of 1,932,800 common shares, at an average price of $12.42 per common share, for a total cost of $24 million, including taxes.

    Declared Increase in Common Share Dividend

    On Feb. 19, 2025, the Company’s Board of Directors approved a $0.02 annualized increase to the common share dividend, an eight per cent increase, and declared a dividend of $0.065 per common share payable on July 1, 2025 to shareholders of record at the close of business on June 1, 2025. The quarterly dividend of $0.065 per common share represents an annualized dividend of $0.26 per common share.

    First Quarter 2025 Operational and Financial Highlights

      Three Months Ended
    $ millions, unless otherwise stated March 31, 2025 March 31, 2024
    Operational information    
    Availability (%) 94.9 92.3
    Production (GWh) 6,832 6,178
    Select financial information    
    Revenues 758 947
    Adjusted EBITDA(1) 270 342
    Adjusted earnings before income taxes(1) 28 144
    Earnings before income taxes 49 267
    Adjusted net earnings after taxes attributable to common shareholders(1) 30 128
    Net earnings (loss) attributable to common shareholders 46 222
    Cash flows    
    Cash flow from operating activities 7 244
    Funds from operations(1) 179 254
    Free cash flow(1) 139 221
    Per share    
    Adjusted net earnings attributable to common shareholders per share(1) 0.10 0.41
    Net earnings per share attributable to common shareholders, basic and diluted 0.15 0.72
    Funds from operations per share(1) 0.60 0.82
    FCF per share(1) 0.47 0.72
    Dividends declared per common share 0.07 —
    Weighted average number of common shares outstanding 298 308

    Segmented Financial Performance

      Three Months Ended
    		  
    $ millions  March 31, 2025   March 31, 2024  
    Hydro 47   87  
    Wind and Solar 102   89  
    Gas 104   125  
    Energy Transition 37   27  
    Energy Marketing 21   39  
    Corporate (41 ) (25 )
    Total adjusted EBITDA(1) 270   342  
    Adjusted earnings before income taxes(1) 28   144  
    Earnings before income taxes 49   267  
    Adjusted net earnings attributable to common shareholders(1) 30   128  
    Net earnings attributable to common shareholders 46   222  

    First Quarter 2025 Financial Results Summary

    For the three months ended March 31, 2025, the Company delivered strong operational performance, while financial performance was partially impacted by softer power prices in Alberta. The Company remains confident in its ability to achieve results within its previously stated guidance range. On Dec. 4, 2024, the Company completed the acquisition of Heartland Generation, which added 1,747 MW to gross installed capacity, excluding the Poplar Hill and Rainbow Lake facilities, (collectively, the Planned Divestitures). IFRS financial statements include the results attributable to the Planned Divestitures, which the Company agreed to divest pursuant to a consent agreement entered into with the Commissioner of Competition for Canada. Our non-IFRS measures and operational KPIs exclude the results of the Planned Divestitures.

    Availability for the three months ended March 31, 2025, was 94.9 per cent, compared to 92.3 per cent in the same period 2024, an increase of 2.6 percentage points, primarily due to:

    • The addition of new facilities, including the Heartland gas facilities in the fourth quarter of 2024 and the White Rock and Horizon Hill wind facilities in the first and second quarters of 2024, which operated at higher availability during the first quarter of 2025;
    • Lower unplanned outages at the Centralia facility in the Energy Transition segment; and
    • Lower planned major maintenance outages in the Hydro fleet.

    Total production for the three months ended March 31, 2025, increased by 654 GWh, or 11 per cent, compared to the same period in 2024, primarily due to:

    • Production from the Heartland gas facilities acquired in December 2024;
    • Production from new wind and solar facilities, including the White Rock West and East wind facilities commissioned in January and April 2024, respectively, and the Horizon Hill wind facility commissioned in May 2024;
    • Improved availability at the Centralia facility due to lower unplanned outages; and
    • Higher wind resource across all regions; partially offset by
    • Higher dispatch optimization in Alberta due to lower market prices; and
    • Lower production in Australia due to lower customer demand.

    Adjusted EBITDA for the three months ended March 31, 2025, was $270 million, compared to $342 million in the same period last year, a decrease of $72 million, or 21 per cent. The major factors impacting adjusted EBITDA include:

    • Hydro adjusted EBITDA decreasing by $40 million, or 46 per cent, compared to 2024, primarily due to lower spot power prices and ancillary services prices in the Alberta market, partially offset by higher merchant and ancillary services volumes due to higher water reserves in the first quarter of 2025 and favourable hedging positions settled, which generated positive contributions over settled spot prices in the first quarter of 2025;
    • Gas adjusted EBITDA decreasing by $21 million, or 17 per cent, compared to 2024, primarily due to higher OM&A related to the addition of the Heartland facilities, lower merchant volumes due to lower market prices driven by milder weather and new gas generation in Alberta and lower spot power prices in Alberta, partially offset by favourable hedge positions settled, and the addition of the Heartland facilities;
    • Energy Marketing adjusted EBITDA decreasing by $18 million, or 46 per cent, compared to 2024, primarily due to comparatively muted market volatility across North American natural gas and power markets and lower realized settled trades in the first quarter of 2025 compared to the same period in 2024;
    • Corporate adjusted EBITDA decreasing by $16 million, or 64 per cent, compared to 2024, primarily due to increased spending to support strategic growth projects and the addition of corporate costs related to the acquisition of Heartland;
    • Wind and Solar adjusted EBITDA increasing by $13 million, or 15 per cent, compared to 2024, primarily due to higher revenues from the Horizon Hill and White Rock West and East wind facilities due to full first quarter production in 2025 and higher production volumes across all regions, partially offset by lower Alberta pool prices and higher OM&A from the addition of new wind facilities; and
    • Energy Transition adjusted EBITDA increasing by $10 million, or 37 per cent, compared to 2024, primarily due to lower fuel and purchased power costs; partially offset by increased economic dispatch driven by lower market prices, which negatively impacted merchant revenues.

    Cash flow from operating activities totalled $7 million for the three months ended March 31, 2025, compared to $244 million in the same period in 2024, a decrease of $237 million, or 97 per cent, primarily due to:

    • Unfavourable change in non-cash operating working capital balances due to lower accounts payable and accrued liabilities, higher accounts receivable, higher income taxes receivable and higher collateral provided;
    • Lower gross margin due to lower revenues, excluding the effect of unrealized losses from risk management activities, partially offset by lower fuel and purchased power;
    • Higher OM&A due to increased spending on strategic and growth initiatives, the addition of the Heartland facilities and associated corporate costs, the addition of the White Rock and Horizon Hill wind facilities in the first and second quarters of 2024 and higher spending related to the planning and design of an upgrade to our ERP system; and
    • Higher interest expense primarily due to lower capitalized interest resulting from lower construction activity in the first quarter of 2025 compared to 2024; partially offset by
    • Lower current income tax expense due to lower earnings before income taxes in the first quarter of 2025 compared to 2024.

    FCF totalled $139 million for the three months ended March 31, 2025, compared to $221 million for the same period in 2024, a decrease of $82 million, or 37 per cent, primarily driven by:

    • The adjusted EBITDA items noted above;
    • Higher sustaining capital expenditures due to the receipt of a lease incentive related to the Company’s head office during the first quarter of 2024 and higher major maintenance during the first quarter of 2025 at our Canadian gas fleet, including at the gas facilities acquired from Heartland; and
    • Higher net interest expense due to lower capitalized interest resulting from lower construction activity in the first quarter of 2025 compared to the same period in 2024; partially offset by
    • Lower distributions paid to subsidiaries’ non-controlling interests relating to lower TA Cogen net earnings resulting from lower merchant pricing in the Alberta market;
    • Lower current income tax expense due to lower earnings before income taxes in 2025 compared to the same period in 2024; and
    • Lower provisions accrued in the current period compared to the same period in prior year resulting in higher FCF.

    Earnings before income taxes totalled $49 million for the three months ended March 31, 2025, compared to $267 million in the same period in 2024, a decrease of $218 million, or 82 per cent.

    Adjusted earnings before income taxes for the three months ended March 31, 2025 decreased by $116 million, or 81 per cent, compared to the same period in 2024, primarily due to:

    • The adjusted EBITDA items noted above;
    • Higher depreciation and amortization due to the addition of the Heartland gas facilities and White Rock and Horizon Hill wind facilities; and
    • Higher interest expense due to lower capitalized interest resulting from lower construction activity in the first quarter of 2025 compared to the same period in 2024.

    Net earnings attributable to common shareholders for the three months ended March 31, 2025 decreased to $176 million, or 79 per cent, compared to the same period in 2024, primarily due to:

    • The factors causing lower adjusted earnings before income taxes noted above;
    • Higher unrealized mark-to-market losses recorded in the Wind and Solar segment primarily related to long-term wind energy sales related to the Oklahoma facilities;
    • Lower unrealized mark-to-market gains recorded in the Gas segment primarily related to lower volumes hedged in the current period;
    • Higher asset impairment charges on the Planned Divestiture assets classified as Assets Held for Sale, offset by a fair value gain on the contingent consideration payable in the first quarter of 2025 driven by updated expectations of the fair value less costs to sell on the Planned Divestitures;
    • Higher asset impairment charges due to an increase in decommissioning and restoration provisions on retired assets driven by a decrease in discount rates and revisions in estimated decommissioning costs; impairment charges related to development projects that are no longer proceeding, partially offset by an impairment reversal related to certain energy transition assets reclassified to assets held for sale; and
    • Higher spending relating to planning and design work on a planned upgrade to our ERP system; partially offset by
    • Higher unrealized mark-to-market gains recorded in the Hydro segment primarily related to the favourable changes in forward prices;
    • Lower current income tax expense due to lower earnings before income taxes in 2025 compared to the same period in 2024; and
    • Net loss attributable to non-controlling interests compared to net earnings in the same period in 2024, primarily due to lower net earnings for TA Cogen resulting from lower merchant pricing in the Alberta market.

    Optimization of the Alberta Portfolio

    For the three months ended March 31, 2025, the Alberta electricity portfolio generated 3,195 GWh compared to 3,173 GWh in the same period in 2024. The production increase of 22 GWh, or one per cent, was primarily due to:

    • Higher contract production in the Gas segment due to the addition of gas facilities from the acquisition of Heartland in the fourth quarter of 2024;
    • Higher production volumes in the Wind and Solar segment due to higher wind resources in the first quarter of 2025; and
    • Higher production from the Hydro segment due to higher water resource compared to the prior year; partially offset by
    • Lower merchant production in the Gas segment due to higher dispatch optimization driven by lower market prices.

    Adjusted gross margin for the Alberta portfolio for the three months ended March 31, 2025, was $162 million, compared to $223 million in the same period of 2024. The decrease of $61 million, or 27 per cent, was primarily due to

    • The impact of lower Alberta spot prices and ancillary services prices;
    • Higher fuel costs in the Gas segment due to higher natural gas prices and the addition of the Heartland facilities; and
    • An increase in the carbon price per tonne from $80 in 2024 to $95 in 2025; partially offset by
    • Higher gains realized on financial hedges settled in the period;
    • Positive contribution from the addition of the Heartland facilities in the Gas segment;
    • Lower purchased power due to lower Alberta spot prices;
    • Lower carbon compliance costs due to lower production in the Gas segment; and
    • Higher hydro ancillary services volumes due to increased demand by the AESO.

    The average spot power price per MWh for the Alberta portfolio for the three months ended was $40, compared to $99 in the same period in 2024. This was primarily due to milder weather and the addition of increased supply from new renewables and combined-cycle gas facilities into the market compared to the same period in 2024.

    Hedged volumes for the three months ended March 31, 2025, were 2,273 GWh at an average price of $71 per MWh, compared to 1,908 GWh at an average price of $88 per MWh in 2024.

    Liquidity and Financial Position

    We maintain adequate available liquidity under our committed credit facilities. As at March 31, 2025, we had access to $1.5 billion in liquidity, including $238 million in cash, which exceeds the funds required for committed growth, sustaining capital and productivity projects.

    2025 Outlook

    We remain confident in our ability to meet our 2025 Outlook.

    The following table outlines our expectations on key financial targets and related assumptions for 2025 and should be read in conjunction with the narrative discussion that follows and the Governance and Risk Management section of TransAlta’s first quarter 2025 MD&A for additional information:

    Measure 2025 Target
    Adjusted EBITDA $1,150 to $1,250 million
    FCF $450 to $550 million
    FCF per share $1.51 to $1.85
    Annual dividend per share $0.26 annualized

    The Company’s outlook for 2025 may be impacted by a number of factors as detailed below.

    Market 2025 Assumptions
    Alberta spot ($/MWh) $40 to $60
    Mid-Columbia spot (US$/MWh) US$50 to US$70
    AECO gas price ($/GJ) $1.60 to $2.10

    Alberta spot price sensitivity: a +/- $1 per MWh change in spot price is expected to have a +/-$2 million impact on adjusted EBITDA for the balance of the year.

    Other assumptions relevant to the 2025 outlook

      2025 Assumptions
    Energy Marketing gross margin $110 to $130 million
    Sustaining capital $145 to $165 million
    Current income tax expense $95 to $130 million
    Net interest expense $255 to $275 million
    Hedging assumptions Q2 2025 Q3 2025 Q4 2025 2026
    Hedged production (GWh) 1,809 2,139 1,848 6,432
    Hedge price ($/MWh) $69 $68 $71 $68
    Hedged gas volumes (GJ) 7 million 8 million 7 million 19 million
    Hedge gas prices ($/GJ) $3.25 $3.22 $3.57 $3.65

    Refer to the 2025 Outlook section in our 2024 Annual MD&A for further details relating to our Outlook and related assumptions.

    Conference call

    TransAlta will host a conference call and webcast at 9:00 a.m. MST (11:00 a.m. EST) today, May 7, 2025, to discuss our first quarter 2025 results. The call will begin with comments from John Kousinioris, President and Chief Executive Officer, and Joel Hunter, EVP Finance and Chief Financial Officer, followed by a question-and-answer period.

    First Quarter 2025 Conference Call

    Webcast link: https://edge.media-server.com/mmc/p/wzq2tgtc

    To access the conference call via telephone, please register ahead of time using the call link here: https://register.vevent.com/register/BI863e6b314dbc4284ae19fafc47eca7ac. Once registered, participants will have the option of 1) dialing into the call from their phone (via a personalized PIN); or 2) clicking the “Call Me” option to receive an automated call directly to their phone.

    Related materials will be available on the Investor Centre section of TransAlta’s website at https://transalta.com/investors/presentations-and-events/. If you are unable to participate in the call, the replay will be accessible at https://edge.media-server.com/mmc/p/wzq2tgtc. A transcript of the broadcast will be posted on TransAlta’s website once it becomes available.

    Notes

    (1)These items (Adjusted EBITDA, adjusted earnings (loss) before income taxes, adjusted net earnings (loss) after income taxes attributable to common shareholders, funds from operations, free cash flow, adjusted net earnings attributable to common shareholders per share, funds from operations (FFO) per share and free cash flow (FCF) per share) are non-IFRS measures, which are not defined, have no standardized meaning under IFRS and may not be comparable to similar measures presented by other issuers. Presenting these items from period to period provides management and investors with the ability to evaluate earnings (loss) trends more readily in comparison with prior periods’ results. Please refer to the Non-IFRS financial measures section of this earnings release for further discussion of these items, including, where applicable, reconciliations to measures calculated in accordance with IFRS.

    Accounting Changes

    The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended Dec. 31, 2024.

    Non-IFRS financial measures

    We use a number of financial measures to evaluate our performance and the performance of our business segments, including measures and ratios that are presented on a non-IFRS basis, as described below. Unless otherwise indicated, all amounts are in Canadian dollars and have been derived from our consolidated financial statements prepared in accordance with IFRS. We believe that these non-IFRS amounts, measures and ratios, read together with our IFRS amounts, provide readers with a better understanding of how management assesses results.

    Non-IFRS amounts, measures and ratios do not have standardized meanings under IFRS. They are unlikely to be comparable to similar measures presented by other companies and should not be viewed in isolation from, as an alternative to, or more meaningful than, our IFRS results.

    We calculate adjusted measures by adjusting certain IFRS measures for certain items we believe are not reflective of our ongoing operations in the period. Except as otherwise described, these adjusted measures are calculated on a consistent basis from period to period and are adjusted for specific items in each period, unless stated otherwise.

    Adjusted EBITDA

    Each business segment assumes responsibility for its operating results measured by adjusted EBITDA. Adjusted EBITDA is an important metric for management that represents our core operational results.

    During the first quarter of 2025, our adjusted EBITDA composition was amended to remove the impact of realized gain (loss) on closed exchange positions, which was included in adjusted EBITDA composition until the fourth quarter of 2024. The adjustment was intended to explain a timing difference between our internally and externally reported results and was useful at a time when markets were more volatile. The impact of realized gain (loss) on closed exchange positions was removed to simplify our reporting. Accordingly, the Company has applied this composition to all previously reported periods.

    During the first quarter of 2025, our adjusted EBITDA composition was amended to remove the impact of Australian interest income, which was included in adjusted EBITDA composition until the fourth quarter of 2024. Initially, on the commissioning of the South Hedland facility in July 2017, we prepaid approximately $74 million of electricity transmission and distribution costs. Interest income, which was recorded on the prepaid funds, was reclassified as a reduction in the transmission and distribution costs expensed each period to reflect the net cost to the business. The impact of Australian interest income was removed to simplify our reporting since the amounts were not material. Accordingly, the Company has applied this composition to all previously reported periods.

    Interest, taxes, depreciation and amortization are not included, as differences in accounting treatment may distort our core business results. In addition, certain reclassifications and adjustments are made to better assess results, excluding those items that may not be reflective of ongoing business performance. This presentation may facilitate the readers’ analysis of trends. The most directly comparable IFRS measure is earnings before income taxes.

    Adjusted Revenue

    Adjusted Revenues is Revenues (the most directly comparable IFRS measure) adjusted to exclude:

    The impact of unrealized mark-to-market gains or losses and unrealized foreign exchange gains or losses on commodity transactions.

    Certain assets that we own in Canada and Western Australia are fully contracted and recorded as finance leases under IFRS. We believe that it is more appropriate to reflect the payments we receive under the contracts as a capacity payment in our revenues instead of as finance lease income and a decrease in finance lease receivables.

    Revenues from the Planned Divestitures as they do not reflect ongoing business performance.

    Adjusted Fuel and Purchased Power

    Adjusted Fuel and Purchased Power is Fuel and Purchased Power (the most directly comparable IFRS measure) adjusted to exclude fuel and purchased power from the Planned Divestitures as it does not reflect ongoing business performance.

    Adjusted OM&A

    Adjusted OM&A is OM&A (the most directly comparable IFRS measure) adjusted to exclude:

    Acquisition-related transaction and restructuring costs, mainly comprised of severance, legal and consultant fees as these do not reflect ongoing business performance.

    ERP integration costs representing planning, design and integration costs of upgrades to the existing ERP system as they represent project costs that do not occur on a regular basis, and therefore do not reflect ongoing performance.

    OM&A from the Planned Divestitures as it does not reflect ongoing business performance.

    Adjusted Earnings (Loss) before income taxes

    Adjusted earnings (loss) before income taxes represents segmented earnings (loss) adjusted for certain items that we believe do not reflect ongoing business performance and is an important metric for evaluating performance trends in each segment.

    For details of the adjustments made to earnings (loss) before income taxes (the most directly comparable IFRS measure) to calculate adjusted earnings (loss) before income taxes, refer to the Reconciliation of Non-IFRS Measures on a Consolidated Basis by Segment section of the MD&A.

    Adjusted Net Earnings (Loss) attributable to common shareholders

    Adjusted net earnings (loss) attributable to common shareholders represents net earnings (loss) attributable to common shareholders adjusted for specific reclassifications and adjustments and their tax impact, and is an important metric for evaluating performance. For details of the reclassifications and adjustments made to net earnings (loss) attributable to common shareholders (the most directly comparable IFRS measure), please refer to the reconciliation of net earnings (loss) to adjusted net earnings (loss) attributable to common shareholders in the Reconciliation of Non-IFRS Measures on a Consolidated Basis by Segment section of the MD&A.

    Adjusted Net Earnings (Loss) per common share attributable to common shareholders

    Adjusted net earning (loss) per common share attributable to common shareholders is calculated as adjusted net earnings (loss) attributable to common shareholders divided by a weighted average number of common shares outstanding during the period. The measure is useful in showing the earnings per common share for our core operational results as it excludes the impact of items that do not reflect an ongoing business performance. Adjusted net earnings (loss) attributable per common share is a non-IFRS ratio and the most directly comparable IFRS measure is net income (loss) per common share attributable to common shareholders. Refer to the reconciliation of earnings (loss) before income taxes to adjusted net earnings (loss) attributable to common shareholders in the Reconciliation of Non-IFRS Measures on a Consolidated Basis by Segment section of the MD&A.

    Funds From Operations (FFO)

    Represents a proxy for cash generated from operating activities before changes in working capital and provides the ability to evaluate cash flow trends in comparison with results from prior periods. FFO is calculated as cash flow from operating activities before changes in working capital and is adjusted for transactions and amounts that the Company believes are not representative of ongoing cash flows from operations.

    Free Cash Flow (FCF)

    Represents the amount of cash that is available to invest in growth initiatives, make scheduled principal debt repayments, repay maturing debt, pay common share dividends or repurchase common shares and provides the ability to evaluate cash flow trends in comparison with the results from prior periods. Changes in working capital are excluded so that FFO and FCF are not distorted by changes that we consider temporary in nature, reflecting, among other things, the impact of seasonal factors and timing of receipts and payments.

    Non-IFRS Ratios

    FFO per share, FCF per share and adjusted net debt to adjusted EBITDA are non-IFRS ratios that are presented in the MD&A. Refer to the Reconciliation of Cash Flow from Operations to FFO and FCF and Key Non-IFRS Financial Ratios sections of the MD&A for additional information.

    FFO per share and FCF per share

    FFO per share and FCF per share are calculated using the weighted average number of common shares outstanding during the period. FFO per share and FCF per share are non-IFRS ratios.

    Reconciliation of these non-IFRS financial measures to the most comparable IFRS measure are provided below.

    Reconciliation of Non-IFRS Measures on a Consolidated Basis by Segment

    The following table reflects adjusted EBITDA and adjusted earnings (loss) before income taxes by segment and provides reconciliation to earnings (loss) before income taxes for the three months ended March 31, 2025:

      Hydro Wind &
    Solar(1)    		 Gas Energy
    Transition    		 Energy
    Marketing    		 Corporate Total Equity-
    accounted
    investments(1)    		 Reclass
    adjustments    		 IFRS
    financials
    Revenues 86   107   390   154   27   1   765   (7 ) —   758  
    Reclassifications and adjustments:                  
    Unrealized mark-to-market (gain) loss (21 ) 36   (32 ) (1 ) 1   —   (17 ) —   17   —  
    Decrease in finance lease receivable —   1   7   —   —   —   8   —   (8 ) —  
    Finance lease income —   1   5   —   —   —   6   —   (6 ) —  
    Revenues from Planned Divestitures —   —   (4 ) —   —   —   (4 ) —   4   —  
    Adjusted revenue 65   145   366   153   28   1   758   (7 ) 7   758  
    Fuel and purchased power 4   10   163   98   —   2   277   —   —   277  
    Reclassifications and adjustments:                  
    Fuel and purchased power related to Planned Divestitures —   —   (2 ) —   —   —   (2 ) —   2   —  
    Adjusted fuel and purchased power 4   10   161   98   —   2   275   —   2   277  
    Carbon compliance —   1   49   —   —   (1 ) 49   —   —   49  
    Adjusted gross margin 61   134   156   55   28   —   434   (7 ) 5   432  
    OM&A 13   29   59   17   7   49   174   (1 ) —   173  
    Reclassifications and adjustments:                  
    OM&A related to Planned Divestitures —   —   (2 ) —   —   —   (2 ) —   2   —  
    ERP integration costs —   —   —   —   —   (4 ) (4 ) —   4   —  
    Acquisition-related transaction and restructuring costs —   —   —   —   —   (4 ) (4 ) —   4   —  
    Adjusted OM&A 13   29   57   17   7   41   164   (1 ) 10   173  
    Taxes, other than income taxes 1   5   5   1   —   —   12   —   —   12  
    Net other operating income —   (4 ) (10 ) —   —   —   (14 ) —   —   (14 )
    Reclassifications and adjustments:                  
    Insurance recovery —   2   —   —   —   —   2   —   (2 ) —  
    Adjusted net other operating income —   (2 ) (10 ) —   —   —   (12 ) —   (2 ) (14 )
    Adjusted EBITDA(2) 47   102   104   37   21   (41 ) 270        
    Depreciation and amortization (9 ) (53 ) (64 ) (15 ) (2 ) (5 ) (148 ) 2   —   (146 )
    Equity income —   —   —   —   —   (1 ) (1 ) —   3   2  
    Interest income —   —   —   —   —   5   5   —   —   5  
    Interest expense —   —   —   —   —   (94 ) (94 ) 1   —   (93 )
    Realized foreign exchange loss —   —   —   —   —   (4 ) (4 ) —   —   (4 )
    Adjusted earnings (loss) before income taxes(2) 38   49   40   22   19   (140 ) 28        
    Reclassifications and adjustments above 21   (36 ) 20   1   (1 ) (8 ) (3 )      
    Finance lease income —   1   5   —   —   —   6   —   —   6  
    Skookumchuk earnings reclass to Equity income(1) —   (3 ) —   —   —   3   —   —   —   —  
    Fair value change in contingent consideration payable —   —   34   —   —   —   34   —   —   34  
    Asset impairment (charges) reversals —   —   (34 ) 24   —   (5 ) (15 ) —   —   (15 )
    Loss on sale of assets and other —   —   —   —   —   (1 ) (1 ) —   —   (1 )
    Earnings (loss) before income taxes 59   11   65   47   18   (151 ) 49     —   49  

    (1)  The Skookumchuck wind facility has been included on a proportionate basis in the Wind and Solar segment.
    (2)  Adjusted EBITDA, adjusted earnings (loss) before income taxes are not defined and have no standardized meaning under IFRS. During the first quarter of 2025, our Adjusted EBITDA composition was amended to exclude the impact of realized gain (loss) on closed exchange positions. Refer to the Non-IFRS financial measures and other specified financial measures section in this earnings release and may not be comparable to similar measures presented by other issuers.

    The following table reflects adjusted EBITDA and adjusted earnings (loss) before income taxes by segment and provides reconciliation to earnings (loss) before income taxes for the three months ended March 31, 2024:

      Hydro Wind &
    Solar(1)    		 Gas Energy
    Transition    		 Energy
    Marketing    		 Corporate Total Equity-
    accounted
    investments(1)    		 Reclass
    adjustments    		 IFRS
    financials
    Revenues 112   139   433   217   52   —   953   (6 ) —   947  
    Reclassifications and adjustments:                  
    Unrealized mark-to-market (gain) loss (5 ) (21 ) (91 ) (6 ) (3 ) —   (126 ) —   126   —  
    Decrease in finance lease receivable —   1   4   —   —   —   5   —   (5 ) —  
    Finance lease income —   1   1   —   —   —   2   —   (2 ) —  
    Unrealized foreign exchange gain on commodity —   —   (1 ) —   —   —   (1 ) —   1   —  
    Adjusted revenue 107   120   346   211   49   —   833   (6 ) 120   947  
    Fuel and purchased power 6   9   142   166   —   —   323   —   —   323  
    Carbon compliance —   —   40   —   —   —   40   —   —   40  
    Adjusted gross margin 101   111   164   45   49   —   470   (6 ) 120   584  
    OM&A 13   20   46   18   10   28   135   (1 ) —   134  
    Reclassifications and adjustments:                  
    Acquisition-related transaction and restructuring costs —   —   —   —   —   (3 ) (3 ) —   3   —  
    Adjusted OM&A 13   20   46   18   10   25   132   (1 ) 3   134  
    Taxes, other than income taxes 1   4   3   —   —   —   8   —   —   8  
    Net other operating income —   (2 ) (10 ) —   —   —   (12 ) —   —   (12 )
    Adjusted EBITDA(2)(3) 87   89   125   27   39   (25 ) 342        
    Depreciation and amortization (7 ) (43 ) (55 ) (16 ) (1 ) (4 ) (126 ) 2   —   (124 )
    Equity income —   —   —   —   —   (2 ) (2 ) —   3   1  
    Interest income —   —   —   —   —   7   7   —   —   7  
    Interest expense —   —   —   —   —   (69 ) (69 ) —   —   (69 )
    Realized foreign exchange gain (loss)(4) —   —   —   —   —   (8 ) (8 ) —   —   (8 )
    Adjusted earnings (loss) before income taxes(2) 80   46   70   11   38   (101 ) 144        
    Reclassifications and adjustments above 5   19   87   6   3   (3 ) 117        
    Finance lease income —   1   1   —   —   —   2   —   —   2  
    Skookumchuk earnings reclass to Equity income(1) —   (3 ) —   —   —   3   —   —   —   —  
    Asset impairment charges —   (4 ) —   3   —   —   (1 ) —   —   (1 )
    Gain on sale of assets and other(4) —   —   —   —   —   2   2   —   —   2  
    Unrealized foreign exchange gain(4) —   —   —   —   —   3   3   —   —   3  
    Earnings (loss) before income taxes 85   59   158   20   41   (96 ) 267   —   —   267  

    (1) The Skookumchuck wind facility has been included on a proportionate basis in the Wind and Solar segment.
    (2) Adjusted EBITDA, adjusted earnings (loss) before income taxes are non-IFRS measures, are not defined, have no standardized meaning under IFRS and may not be comparable to similar measures presented by other issuers.
    (3) During the first quarter of 2025, our Adjusted EBITDA composition was amended to exclude the impact of realized gain (loss) on closed exchange positions and Australian interest income. During the second quarter of 2024, our Adjusted EBITDA composition was amended to exclude the impact of acquisition-related transaction and restructuring costs. Therefore, the Company has applied this composition to all previously reported periods. Refer to the Additional Non-IFRS and Supplementary Financial Measures section of the MD&A
    (4) Foreign exchange loss and other of $3 million reported in the first quarter of 2024 was broken down to conform to the current period presentation.

    Reconciliation of Earnings Before Income Taxes to Adjusted Net Earnings attributable to common shareholders

    The following table reflects reconciliation of earnings before income taxes to adjusted earnings attributable to common shareholders for the three months ended March 31, 2025 and March 31, 2024:

      Three months ended March 31
    		  
      2025   2024  
    Earnings before income taxes 49   267  
    Income tax expense 7   29  
    Net earnings 42   238  
    Net (loss) earnings attributable to non-controlling interests (4 ) 16  
    Net earnings attributable to common shareholders 46   222  
    Adjustments and reclassifications (pre-tax):    
    Adjustments and reclassifications to Revenues (7 ) (120 )
    Adjustments and reclassifications to Fuel and purchased power 2   —  
    Adjustments and reclassifications to OM&A 10   3  
    Adjustments and reclassifications to Net other operating expense (income) (2 ) —  
    Fair value change in contingent consideration payable (gain) (34 ) —  
    Finance lease income (6 ) (2 )
    Asset impairment charges 15   1  
    Loss (gain) on sale of assets and other 1   (2 )
    Unrealized foreign exchange (gain) —   (3 )
    Calculated tax recovery on adjustments and reclassifications(1) 5   29  
    Adjusted net earnings attributable to common shareholders(2) 30   128  
    Weighted average number of common shares outstanding in the period 298   308  
    Net income per common share attributable to common shareholders 0.15   0.72  
    Adjustments and reclassifications (net of tax) (0.05 ) (0.31 )
    Adjusted net earnings per common share attributable to common shareholders(2) 0.10   0.41  

    (1) Represents a theoretical tax calculated by applying the Company’s consolidated effective tax rate of 23.3 per cent for the three months ended March 31, 2025 (March 31, 2024 — 23.3 per cent). The amount does not take into account the impact of different tax jurisdictions the Company’s operations are domiciled and does not include the impact of deferred taxes.
    (2) Adjusted net earnings attributable to common shareholders and Adjusted net earnings per common share attributable to common shareholders are non-IFRS measures, are not defined, have no standardized meaning under IFRS and may not be comparable to similar measures presented by other issuers. The most directly comparable IFRS measures are net earnings attributable to common shareholders and net earnings per share attributable to common shareholders, basic and diluted. Refer to the Non-IFRS financial measures and other specified financial measures section in this earnings release and may not be comparable to similar measures presented by other issuers.

    Reconciliation of cash flow from operations to FFO and FCF

    The table below reconciles our cash flow from operating activities to our FFO and FCF:

      Three months ended March 31
    		  
      2025     2024  
    Cash flow from operating activities(1) 7     244  
    Change in non-cash operating working capital balances 117     (7 )
    Cash flow from operations before changes in working capital 124     237  
    Adjustments      
    Share of adjusted FFO from joint venture(1) 2     2  
    Decrease in finance lease receivable 8     5  
    Brazeau penalties payment 33     —  
    Acquisition-related transaction and restructuring costs 6     3  
    Other(2) 6     7  
    FFO(3) 179     254  
    Deduct:      
    Sustaining capital(1) (23 )   1  
    Dividends paid on preferred shares (13 )   (13 )
    Distributions paid to subsidiaries’ non-controlling interests —     (19 )
    Principal payments on lease liabilities (1 )   (1 )
    Other (3 )   (1 )
    FCF(3) 139     221  
    Weighted average number of common shares outstanding in the period 298     308  
    FFO per share(3) 0.60     0.82  
    FCF per share(3) 0.47     0.72  

    (1) Includes our share of amounts for the Skookumchuck wind facility, an equity-accounted joint venture.
    (2) Other consists of production tax credits, which is a reduction to tax equity debt, less distributions from an equity-accounted joint venture.
    (3) These items are not defined and have no standardized meaning under IFRS and may not be comparable to similar measures presented by other issuers. During the first quarter of 2025, our Adjusted EBITDA composition was amended to exclude the impact of realized gain (loss) on closed exchange positions and Australian interest income. During the second quarter of 2024, our Adjusted EBITDA composition was amended to exclude the impact of acquisition-related transaction and restructuring costs. Therefore, the Company has applied this composition to all previously reported periods. Refer to the Non-IFRS financial measures and other specified financial measures section in this earnings release and may not be comparable to similar measures presented by other issuers.

    The table below provides a reconciliation of our adjusted EBITDA to our FFO and FCF:

      Three Months Ended March 31
    $ millions, unless otherwise stated March 31, 2025   2024  
    Adjusted EBITDA(1)(4) 270   342  
    Provisions 8   —  
    Net interest expense(2) (72 ) (48 )
    Current income tax recovery (expense) (13 ) (27 )
    Realized foreign exchange gain (loss) (2 ) (8 )
    Decommissioning and restoration costs settled (9 ) (7 )
    Other non-cash items (3 ) 2  
    FFO(3)(4) 179   254  
    Deduct:    
    Sustaining capital(4) (23 ) 1  
    Dividends paid on preferred shares (13 ) (13 )
    Distributions paid to subsidiaries’ non-controlling interests —   (19 )
    Principal payments on lease liabilities (1 ) (1 )
    Other (3 ) (1 )
    FCF(3)(4) 139   221  

    (1) Adjusted EBITDA is defined in the Additional IFRS Measures and Non-IFRS Measures of this earnings release and reconciled to earnings (loss) before income taxes above. During the first quarter of 2025, our Adjusted EBITDA composition was amended to exclude the impact of realized gain (loss) on closed exchange positions and Australian interest income. During the second quarter of 2024, our Adjusted EBITDA composition was amended to exclude the impact of acquisition-related transaction and restructuring costs. Therefore, the Company has applied this composition to all previously reported periods.
    (2) Net interest expense is a non-IFRS measure, is not defined and has no standardized meaning under IFRS and may not be comparable to similar measures presented by other issuers. Refer to the table below for detailed calculation.
    (3) These items are not defined and have no standardized meaning under IFRS and may not be comparable to similar measures presented by other issuers. FFO and FCF are defined in the Non-IFRS financial measures and other specified financial measures section of in this earnings release and reconciled to cash flow from operating activities above.
    (4) Includes our share of amounts for Skookumchuck wind facility, an equity-accounted joint venture.

    TransAlta is in the process of filing its unaudited interim Consolidated Financial Statements and accompanying notes, as well as the associated Management’s Discussion & Analysis (MD&A). These documents will be available today on the Investors section of TransAlta’s website at www.transalta.com or through SEDAR at www.sedarplus.ca.

    About TransAlta Corporation:

    TransAlta owns, operates and develops a diverse fleet of electrical power generation assets in Canada, the United States and Australia with a focus on long-term shareholder value. TransAlta provides municipalities, medium and large industries, businesses and utility customers with affordable, energy efficient and reliable power. Today, TransAlta is one of Canada’s largest producers of wind power and Alberta’s largest producer of thermal generation and hydro-electric power. For over 114 years, TransAlta has been a responsible operator and a proud member of the communities where we operate and where our employees work and live. TransAlta aligns its corporate goals with the UN Sustainable Development Goals and the Future-Fit Business Benchmark, which also defines sustainable goals for businesses. Our reporting on climate change management has been guided by the International Financial Reporting Standards (IFRS) S2 Climate-related Disclosures Standard and the Task Force on Climate-related Financial Disclosures (TCFD) recommendations. TransAlta has achieved a 70 per cent reduction in GHG emissions or 22.7 million tonnes CO2e since 2015 and received an upgraded MSCI ESG rating of AA.

    For more information about TransAlta, visit our web site at transalta.com.

    Cautionary Statement Regarding Forward-Looking Information

    This news release includes “forward-looking information,” within the meaning of applicable Canadian securities laws, and “forward-looking statements,” within the meaning of applicable United States securities laws, including the Private Securities Litigation Reform Act of 1995 (collectively referred to herein as “forward-looking statements”). Forward-looking statements are not facts, but only predictions and generally can be identified by the use of statements that include phrases such as “may”, “will”, “can”, “could”, “would”, “shall”, “believe”, “expect”, “estimate”, “anticipate”, “intend”, “plan”, “forecast”, “foresee”, “potential”, “enable”, “continue” or other comparable terminology. These statements are not guarantees of our future performance, events or results and are subject to risks, uncertainties and other important factors that could cause our actual performance, events or results to be materially different from those set out in or implied by the forward-looking statements. In particular, this news release contains forward-looking statements about the following, among other things: the strategic objectives of the Company and that the execution of the Company’s strategy will realize value for shareholders; our capital allocation and financing strategy; our sustainability goals and targets, including those in our 2024 Sustainability Report; our 2025 Outlook; our financial and operational performance, including our hedge position; optimizing and diversifying our existing assets; the increasingly contracted nature of our fleet; expectations about strategies for growth and expansion, including expected outcomes related to our investment in Nova Clean Energy, opportunities for Centralia redevelopment, and data centre opportunities; expected costs and schedules for planned projects; expected regulatory processes and outcomes, including in relation to the Alberta restructured energy market; the power generation industry and the supply and demand of electricity; the cyclicality of our business; expected outcomes with respect to legal proceedings; the expected impact of future tax and accounting changes; and expected industry, market and economic conditions.

    The forward-looking statements contained in this news release are based on many assumptions including, but not limited to, the following: no significant changes to applicable laws and regulations; no unexpected delays in obtaining required regulatory approvals; no material adverse impacts to investment and credit markets; no significant changes to power price and hedging assumptions; no significant changes to gas commodity price assumptions and transport costs; no significant changes to interest rates; no significant changes to the demand and growth of renewables generation; no significant changes to the integrity and reliability of our facilities; no significant changes to the Company’s debt and credit ratings; no unforeseen changes to economic and market conditions; and no significant event occurring outside the ordinary course of business.

    These assumptions are based on information currently available to TransAlta, including information obtained from third-party sources. Actual results may differ materially from those predicted. Factors that may adversely impact what is expressed or implied by forward-looking statements contained in this news release include, but are not limited to: fluctuations in power prices; changes in supply and demand for electricity; our ability to contract our electricity generation for prices that will provide expected returns; our ability to replace contracts as they expire; risks associated with development projects and acquisitions; any difficulty raising needed capital in the future on reasonable terms or at all; our ability to achieve our targets relating to ESG; long-term commitments on gas transportation capacity that may not be fully utilized over time; changes to the legislative, regulatory and political environments; environmental requirements and changes in, or liabilities under, these requirements; operational risks involving our facilities, including unplanned outages and equipment failure; disruptions in the transmission and distribution of electricity; reductions in production; impairments and/or writedowns of assets; adverse impacts on our information technology systems and our internal control systems, including increased cybersecurity threats; commodity risk management and energy trading risks; reduced labour availability and ability to continue to staff our operations and facilities; disruptions to our supply chains; climate-change related risks; reductions to our generating units’ relative efficiency or capacity factors; general economic risks, including deterioration of equity and debt markets, increasing interest rates or rising inflation; general domestic and international economic and political developments, including potential trade tariffs; industry risk and competition; counterparty credit risk; inadequacy or unavailability of insurance coverage; increases in the Company’s income taxes and any risk of reassessments; legal, regulatory and contractual disputes and proceedings involving the Company; reliance on key personnel; and labour relations matters.

    The foregoing risk factors, among others, are described in further detail under the heading “Governance and Risk Management” in the MD&A, which section is incorporated by reference herein.

    Readers are urged to consider these factors carefully when evaluating the forward-looking statements and are cautioned not to place undue reliance on them. The forward-looking statements included in this news release are made only as of the date hereof and we do not undertake to publicly update these forward-looking statements to reflect new information, future events or otherwise, except as required by applicable laws. The purpose of the financial outlooks contained herein is to give the reader information about management’s current expectations and plans and readers are cautioned that such information may not be appropriate for other purposes.

    Note: All financial figures are in Canadian dollars unless otherwise indicated.

    For more information:

    The MIL Network –

    May 7, 2025

  • MIL-OSI Australia: Thomson Reuters SYNERGY Conference

    Source: New places to play in Gungahlin

    Jeremy Hirschhorn, Second Commissioner, Client Engagement Group
    Panel discussion at the Thomson Reuters SYNERGY Conference
    Sydney, 13 March 2025
    (Check against delivery)

    Macro trends in taxation of large corporations

    Thank you for the opportunity to speak on today’s panel on the topic of preparing for tax change, particularly in the context of large corporations, whether domestic or multinational.

    I would like to start with 2 very important provisos: firstly, I’m reminded of the old adage, to be very cautious before making predictions, especially about the future. And secondly, that these are the observations of an administrator – the bricklayer, not the architect – and certainly not with the intention to be suggestions on policy or the merits of future policy directions.

    Today I will touch on the following 5 topics:

    • context as to the status quo in Australia
    • which country gets to tax a multinational’s profits?
    • increased focus on the uncertain topic of ‘tax certainty’
    • transparency giving confidence to other participants
    • the ‘fifth pillar’ of third-party data.

    Some context as to the status quo in Australia

    The Australian setting is, in some ways, an ideal one for a tax administrator. We have a general population with financial and economic literacy and a keen eye for where something is fair, or it isn’t, particularly when it comes to paying tax. Because most Australians honestly pay the tax that is due (perhaps not always enthusiastically or exuberantly, but recognising the benefits of our social compact), they are very focused on making sure that other participants, particularly the rich and powerful, are also making their contribution. This is reflected in our ‘tax gap‘ analysis, which estimates that the Australian system is collecting about 93% of the tax legally due and payable. Australians also demand fiscal responsibility from their Governments.

    The Australian social compact is based on an expectation Government will play a significant role in social matters, especially in health, disability services, aged care, and social security. Political differences mainly go to the level of this role, rather than its existence. There is also an expectation that Governments will show discipline and strive for balanced budgets over the economic cycle – to sustainably pay for the above!

    In the last 2 years, the Government has achieved a surplus, supported by historically high employment and commodity prices (and the tax that flows from these), and our largest taxpayers have contributed significant levels of corporate tax to Federal Government revenues (even after taking into account franking benefits). This revenue goes a long way to support the priorities for spending by the Government of the day.

    Taking a longer-term perspective, the nature of the Australian economy is that the level of corporate tax collections has been relatively high as a percentage of GDP compared with many other developed countries, perhaps due to the relative immobility of much of the corporate activity in Australia (such as mining). This means that any reduction in corporate tax rate would require a very significant increase in overall corporate investment to be revenue neutral. As such, Australian Governments, given the community’s expectation of fiscal discipline, have historically found it challenging to dramatically pivot away from the existing corporate tax base.

    Which country gets to tax a multinational’s profits?

    One current area of flux is the question global tax policy makers have been collectively thinking about for a number of years: in a global economy, who gets to tax corporate profits?

    We’ve seen a macro trend over the decades to reduce taxes in market jurisdictions (unless there was a physical presence), with reductions or elimination of withholding taxes, custom duties and tariffs. (And as an aside, the flip side of this macro trend is the focus of companies on optimising supply chains and transfer pricing, and tax administrations on challenging transfer mis-pricing). This trend has arguably been partially offset with the conversion of sales taxes to value-added taxes (VATs) which implicitly tax some value generated offshore. More recently, VATs have been bolstered to apply to imported ‘business to consumer’ (B2C) services and B2C low value goods (rarely captured under the superseded sales tax and customs duties regimes).

    In the global economy of 2025, the model of economic participation with limited physical presence in a jurisdiction is increasingly prevalent, and this puts strain on market jurisdictions’ tax collections. From a tax administration perspective, this has been exacerbated by the international tax system effectively allowing significant profits to be booked in neither the market jurisdiction nor the ownership jurisdiction (where the underlying intellectual property driving value was developed), in combination with corporate tax rate competition (often by previously comparably taxed, but now lowly taxed, jurisdictions).

    Until very recently, the focus of much international tax discussion was on providing additional (but carefully limited) taxing rights to market jurisdictions (and limiting incentives to book profits in intermediate untaxed or low taxed jurisdictions). Possible solutions being discussed included extending the coverage of VATs, the implementation of Digital Services Tax (DSTs), and the OECD’s pillars work. However, there is now a new countervailing argument that taxation by the market jurisdiction should be severely limited and taxation (or not!) of corporate profits should be reserved to the ownership jurisdiction.

    This debate is fundamentally driven not just by economic concepts, but by national interests and cultural views as to the role of taxation and what is fair. Multilateral consensus may be increasingly difficult, but bilateral arrangements are also challenging in an interconnected world, making this a delicate dance for governments from a policy perspective, as well as administrators.

    I note that the increased capability and use of AI if anything exacerbates this trend and tension, and also raises new tax technical, policy, practical and economic questions. For example, can a market country tax the value generated by (mobile) robots (even if it wants to) or is the value in the data and the physical data centres, and can a country tax that?

    Increased focus on tax certainty – but is the concept of tax certainty itself uncertain?

    Often there is a (simplistic) proposition that we need increased tax certainty. It is beyond today’s scope to explore in detail, but I wanted to briefly reflect on what ‘tax certainty’ means from different perspectives. My proposition is that there is a balance to be struck between the ‘certainty’ meant and desired by each stakeholder, and that the ‘certainty’ of one stakeholder group (including the tax administrator!) cannot be excessively privileged over others.

    For Governments, tax certainty at the very least means broad predictability of the tax base for the country to pay for recurrent programs the community expects the Government to adequately fund, like healthcare, law enforcement and education. As well, governments require certainty that new tax policy settings won’t create unintended market distortions or taxpayers seeking out arrangements for the purposes of tax (usually avoidance) that they otherwise wouldn’t. Putting it another way, tax policy should not be inadvertently defined by unintended loopholes. The retention of ‘tax sovereignty’ is also critical to any Government.

    For taxpayers, there is a desire for ‘tax legislative certainty’ and ‘tax administration certainty’ (often blurred together). A well-designed system will ideally provide as much technical certainty as possible as well as certainty in the administrator’s view of the law, allowing taxpayers to correctly anticipate their obligations, and take informed positions consistent with their risk posture where their analysis of the law might differ from the administrator’s. It includes some sense of a ‘statute of limitations’, that (most) matters will be finalised within a reasonable time. It also means that, in the event of a dispute, there is confidence that there is access to an independent legal system. Often there is an element of ensuring that there is not double taxation of the same profits in different jurisdictions. As an aside, I would suggest that ‘double inclusion’ (where the profits are taxed, but only at nominal rates, in one of the jurisdictions) is not the same as ‘double taxation’. I would also add that, in my experience, there remains significantly more ‘double non-taxation’ in the international tax system than ‘true’ double taxation.

    Another (often overlooked or discounted) element of tax certainty for taxpayers is ‘tax setting certainty’, i.e. that longer-term settings are relatively stable (although noting the need for every Government to retain tax sovereignty). Over the last decades, we have seen ‘favourable instability’ in the sense of a macro trend towards reductions (sometimes dramatic reductions) in corporate tax rates globally (and even in Australia, where it is sometimes forgotten that the top corporate tax rate was almost 50% 40 years ago). Arguably this has provided windfall gains to already deployed capital on long term projects.

    The corollary is that a company should be cautious in assuming ‘setting stability’ in modelling possible investment in a country that has an attractively low corporate tax rate (or has other incentives), but is running unsustainable deficits. At some stage that country is likely to be forced to change either its spending or its taxation. Therefore, in making capital deployment decisions, investors should consider more than the current fiscal settings, but also how a country may seek (or be forced) to change those settings in future: and even if the changes do not directly change the taxation of the enterprise, they may affect its employees or customers, resulting in other pressures on the enterprise’s profitability.

    A revenue authority or administrator needs the ability to check and, if need be, challenge affairs of taxpayers to ensure tax law is complied with. On the other hand, a tax administrator will be acutely sensitive to any concept of tax certainty (or measures to provide ‘tax certainty’) which can be used as a practical shield for aggressive tax planning.

    Transparency giving confidence to other participants

    Another element of ‘tax certainty’ is that the broader citizenry has confidence that all taxpayers, especially the largest ones, are meeting their obligations and do not have unfair access to concessions or loopholes. Transparency is critical in providing this certainty and confidence.

    I’ve spoken before about how important transparency is, and I might expand on it now, particularly how it touches each segment of taxpayers. Australia has had a significant focus in recent years in increasing transparency across the tax system.

    The first increase we’ve seen is in transparency to the public by companies around their specific tax affairs. This is seen in several avenues, both through the ATO’s reporting (such as the corporate tax transparency report), and by companies themselves publishing information on their websites (for example under the Board of Taxation Voluntary Tax Transparency CodeExternal Link).

    Secondly, we’ve seen an increase in transparency to the public by tax administrators as to the health of the system overall. Through the ATO’s tax gap program, we publish reports on the estimated difference between what we expect to collect and the estimated full amount that would have been collected if every taxpayer was fully compliant with the law. In 2023–24 we released 8 different reports on our observations for income tax and GST, especially regarding larger taxpayers, including settlement statistics for public and multinational businesses. We also publish information on our super guarantee compliance results, our resolved objections from taxpayers, and figures regarding help given to individuals and small businesses experiencing vulnerability.

    Thirdly, the ATO has increased transparency to taxpayers on our administrative view on key circumstances and tax settings. We do this because it’s important taxpayers across all segments can have confidence in how the ATO will view their arrangements and won’t be pursuing them for compliance issues in the future. Although challenged by some as somehow ‘extra-legal’, we consider that taxpayers are unambiguously better off if they know the ATO’s risk parameters – although taxpayers might not agree with our parameters, they must be better off being able to make an informed risk-based decision than operating in the dark!

    Fourthly, we are providing tax assurance reports to large taxpayers so that they know how they are viewed by the ATO, for example through our justified trust program. This is supplemented by ‘population level’ statistics as to tax behaviours of the ‘peer group’. This means that large taxpayers have much more knowledge of where they stand with the ATO, as well as relative to others.

    As the community expectation of transparency increases, and more taxpayers place importance on showing their compliance to internal and external stakeholders, I would posit that we are likely to see not only an increase in the volume of transparency across all of the aspects above, but also a standardisation and integration of currently disparate measures.

    Third-party data – the ‘fifth pillar’

    Under traditional analysis, there are 4 pillars of tax compliance: registration, lodgment, payment and correct reporting. Increasingly at the ATO we are ‘splitting out’ third-party reporting (i.e. reporting on the tax affairs of others) as a ‘fifth pillar’ in its own right.

    What has become increasingly critical in a modern tax system is reliance of the system on third-party data provided by large corporations (ideally the ones now showing high levels of compliance!) which fuels how taxpayers of all size interact with their tax obligations.

    Third-party data gives administrators the ability to feed information into the system that makes complying easier, and importantly, not complying harder. More and more information like interest and dividend income, standardised investment trust data, salary, health insurance data and information about contractors, are all going directly into tax systems. This trend will continue, and we’ll see the classic concept of ‘self-assessment’ (at least for those with simpler affairs) being gradually replaced with ‘assisted assessment’ where taxpayers are provided a comprehensive picture of their own data which they then largely simply confirm.

    Modern tax administrators, therefore, will be asking for new data sources from companies holding relevant information, and tax systems will increasingly be defined around the fifth pillar of third-party data, rather than vice versa.

    Conclusion

    All this speaks to the relative health of Australia’s tax system, and while the ATO will always primarily focus on its purpose, which is to collect the taxes due so that Government can provide the services that the Australian community requires, the questions and challenges that stem from further abroad are important to ponder in ensuring our resilience and effectiveness in an uncertain world.

    Thank you once again for the opportunity to appear on this panel and for your attention, and I look forward to responding to your questions and observations.

    MIL OSI News –

    May 7, 2025

  • MIL-OSI Australia: Speech to UNSW 16th ATAX International Conference

    Source: New places to play in Gungahlin

    Jeremy Hirschhorn, Second Commissioner, Client Engagement Group
    Speech delivered at the UNSW 16th ATAX International Conference
    on Tax Administration
    Sydney, 8 April 2025
    (Check against delivery)

    Thank you for having me today.

    In reflecting on this topic and preparing for today, I have realised the real topic I would like to discuss is trust:

    • The trust given to tax administrators to perform a vital function: to fairly collect tax so that Governments can provide services to citizens.
    • As part of this trust, the powers given to the Australian Taxation Office (ATO) to access sensitive financial information about people, as well as powers of enforcement.
    • The fact that this sensitive information is not only shared but compulsorily shared.
    • Given the trust placed in the tax administrator, the need for the tax administrator (and I would argue any Government agency and even systemically important private firm) to be worthy of that trust (and I emphasise here the subtle difference between aiming to be trusted versus striving always to be trustworthy).

    So today, I will only touch on some of the actual uses of artificial intelligence (AI) and automation by the ATO. The focus will be on how a tax administrator should approach its duty to be trustworthy in the area of data, automation and AI.

    If you are going to use automation and AI, make sure your data settings are right

    Good use of AI starts with a strong culture of ethical stewardship of all data use and sharing. This includes an ethical approach to transparency about how you are storing the data and the safeguards in place to protect it, and crucially, the ethical administration of systems.

    The ATO has a range of formal governance arrangements in place for use of data in the organisation, as well as a number of APS-wide ones we align our practices to. We’ve developed further guidelines including Chief executive instructions for our staff, and the ATO data ethics principles which are published on our website as our public commitment to Australian taxpayers. They lay out the protocols that govern how we collect and store data, what it’s used for, and who the data is shared with. The 6 data ethics principles are worth briefly highlighting for you here:

    1. Act in the public interest, be mindful of the individual which ensures we recognise our actions impact the community and individuals.
    2. Uphold privacy, security and legality which respects the privacy of every individual and the wider community and ensures we prioritise keeping their information safe protected and only securely shared within the law.
    3. Explain clearly and be transparent which acknowledges the need for us to be open and communicate how we use data in a way that is universally accessible and easy to understand.
    4. Engage in purposeful data activities which keeps us accountable to using data in a way which aligns with our purpose, and where it’s necessary to perform the functions we are responsible for.
    5. Exercise human supervision which highlights the importance we place on human oversight and accountability for our data activities and the decisions we make.
    6. Maintain data stewardship ensures we protect the data we hold and that when we acquire or share data, we will agree with other agencies and departments on how the data will be used and kept securely.

    Underpinning good decision making (whether by carbon or silicon!) is high quality data. The ATO has some of Australia’s largest data holdings, and we invest heavily in the quality of that data and work hard to make sure it’s usable.

    Without good data, you won’t get too far, in fact, you’ll probably go far in the wrong direction.

    We don’t ‘own’ taxpayer data, we hold it ‘on trust’

    Everyday Australians trust us to acquire and hold their private financial information. Importantly, this sharing is not freely chosen by individuals, but is compulsory.

    Further, in the context of information obtained under compulsory powers, taxpayers must provide us information even if that information would be self-incriminating. This particular exception to the general rule in a liberal democracy is justified on the basis that some financial information is uniquely in the possession of the taxpayer, and the job of a tax administrator could be easily frustrated without this exception.

    These factors emphasise the sensitivity and care with which we must treat taxpayer data. On-sharing of this data, even with other parts of Government, must be strictly in accordance with law. But perhaps more importantly, and a lesson from Robodebt, is that the tax administrator must continue to act as a steward of that data even after it has been legally shared.

    Beware ‘data hubris’

    It is very important to make sure your use of data takes into account its quality and reliability.

    We now tend to think of data as on a curve:

    • Level 1 is taxpayer provided data, where there is no bulk data set available, such as work-related expense claims where taxpayers keep their receipts.
    • Level 2 is where we can obtain data after the event to check that data, but maybe not at scale.
    • Level 3 is where the data can be sourced to be used as a risk indicator pre or post lodgment but it is not of a quality or type that would be productive to expose to taxpayers.
    • Level 4 is where the data is of a high enough quality that it can be used to assist taxpayers to comply as they lodge.
    • Level 5 is where the data is very high quality and can be used to pre-fill returns as presumptively correct.
    • Level 6 is where the data is so reliable that the tax system is actually designed around the data.

    Importantly, before making any decision based on data, it is critical to understand the potential impact on the taxpayer of the tax administrator making a mistake, and to ensure that you have the procedural and cultural safeguards to protect against ‘high impact actions’ made in error.

    This focus on potential errors is very hard. It forces you to understand the other person’s world (and how your actions may affect it). Thinking about errors requires a discipline as classic measures such as complaint levels or error rates do not get to the heart of whether your errors are impactful or not. Being a data-driven organisation arguably exacerbates (rather than improves) this challenge – it is all too easy to fall in the trap of ‘data hubris’.

    Ideally these potential errors are identified while they are still ‘potential’. However, a tax administrator must remain hyper-vigilant. Noting that most people are fundamentally honest, a high ‘hit rate’ should be viewed with great caution. It is more likely to be a sign of ‘data hubris’ than widespread non-compliance, and should be treated as such until proven otherwise. The UK Post Office scandal is a prime example of an institution having excessive trust in the computer systems and insufficient trust in ordinary people.

    AI may be a helper. It can move things around, it can link, synthesise and analyse information, and it can do some things much faster and more consistently than we as humans can. But AI cannot determine what constitutes fairness and reasonableness, having considered unique taxpayer circumstances with compassion and empathy. (And, in my experience, perhaps most dangerously, AI doesn’t know when to say it doesn’t know). AI should be thought of as a bionic arm. It’s an extension of our thinking and our actions; a tool – but not a replacement.

    What this means is that any decision which adversely affects the rights of taxpayers should be made by a human.

    But further, I would posit that, even in some future where AI passes some form of advanced Turing’s test for compassion and empathy, part of the social compact with citizens is that they want a human to make decisions with important impacts on their life.

    This does not mean that the use of automation and AI is limited to ‘service’, but ‘service’ enabled by automation and AI, such as pre-fill, is of extraordinary value to citizens in making their lives easier. Automation and AI can be very useful for risk analysis and case selection: for analysing documents for key information to support auditors getting to the heart of a matter quickly, and for nudging taxpayers in real time when they may be taking unwise actions.

    I would further posit that another element of the trust equation (at least for a tax administrator, if not every Government and large organisation) is that actions or decisions should be explicable by a human to the affected person in a way that the affected person can understand (even if automated or performed by AI). If you do not know why your organisation is doing things (‘the computer said so’), you are breaching your responsibility to be accountable to both the individual taxpayer, but also the broader system.

    Automation and AI will amplify your biases

    Building on the ‘data hubris’ point, automation and AI will reflect and possibly amplify previous hidden biases (whether you are a public or private sector organisation). An example of this was the Dutch child care scandal, where the risk rules underpinning an anti-fraud compliance program were found to be biased against non-citizens.

    Again, bias is a very tricky thing for individuals and institutions to self-identify, so it is important to be vigilant about possible implicit biases leading to systemic issues.

    Of course, the biases can be hiding in the original training set, but importantly can also arise from how you ‘train’ the AI on an on-going basis. I remember reading an article, probably 25 years ago, entitled “Is your spreadsheet a tax evader?”. The article was based on 2 premises:

    1. that pretty much every complicated spreadsheet has bugs and
    2. although the bugs might be evenly distributed at first (so the spreadsheet is equally likely to over or under calculate the tax bill), over time they become skewed due to how people using the spreadsheet respond to surprises.

    Where there is an unpleasant surprise, people will dig into it and find and fix the underlying bug. But where there is a pleasant surprise, people will be much less diligent in working out why (which means ‘pleasant’ bugs remain, but ‘unpleasant’ bugs are weeded out, so over time the tax spreadsheet will systemically understate tax payable).

    Similar risks apply to training an AI model. If your users/trainers only query ‘unpleasant’ results (from their perspective), the model will gradually skew, even if it started off unbiased. A tax administrator must be careful that their AI does not get progressively more defensive of the revenue, but similarly that a private sector tax AI model does not evolve into an aggressive tax planner!

    Data is uranium

    There is a strong temptation for a tax administrator to take on more and more data, a temptation strengthened in the era of AI, which can feed off sprawling data sets.

    It has often been said that ‘data is gold’ or ‘data is the new oil’. But I would say that ‘data is uranium’ (I wish I had coined this, but I have taken it from others). Before you get it you better know how you’re going to use and store it and there needs to be very good reasons to take the risk!

    I would also say that, as a tax administrator in a liberal democracy, and as part of the trust equation, the usefulness of the data must be measured against the intrusiveness of the request. Taking on data ‘just in case’, or because it might be handy for AI analysis will not pass the test.

    In fact, I would argue the opposite – that AI and digitalisation can enable tax administration with less intrusive data collection. In other words, as taxpayers are increasingly digitalised, a tax administrator should explore moving their administration (risk engines, etc.) to the taxpayer’s natural systems (and data), rather than needing to acquire and hold all that data. The further advantage of this philosophy is that it helps taxpayers to minimise their chance of making a mistake and coming to our attention.

    Automation and AI is now part of the job

    In my earlier points I urged caution about automation and AI. But this is in the context that it is now part of the core function of a tax administrator, from both service and compliance perspectives, as well as the efficient use of the resources provided to a tax administrator to acquit its duties.

    Do not focus so much on the risk of doing things, that you ignore the risk of not doing things!

    I have emphasised above that, before embracing automation and AI, it is necessary to get your data settings in order. For a period, you can rely on your governance around data and IT systems. At some point (probably now or soon), automation and AI become so critical that you can no longer rely on those governance frameworks, but need specific governance.

    And finally, just in case, be nice to Siri, she may have a long memory …

    MIL OSI News –

    May 7, 2025

  • MIL-OSI Australia: Get your key SMSF audit guidance in one handy place

    Source: New places to play in Gungahlin

    We’ve made it easier to access the information you need as an approved SMSF auditor.

    Key guidance for SMSF auditors is now available in one convenient location: the refreshed Auditing an SMSF webpage in the Tax and super professional section of ato.gov.

    This page provides most of the guidance you need for understanding your auditor obligations, including the requirements for conducting the annual SMSF audit.

    Here you’ll find all the information and guidance you need on key topics including:

    • verifying asset values
    • financial and compliance audits
    • auditor Independence
    • reporting contraventions
    • dealing with rollovers and downsizer contributions
    • auditing an SMSF that’s winding up.

    We’ve also made the layout easier to scan, so you can find the right guidance fast.

    Whether you’re a seasoned auditor or reviewing a fund for the first time, this page helps you stay on track.

    Visit Auditing an SMSF, save it to your bookmarks, and share it with your colleagues.

    Looking for the latest news for SMSFs? – You can stay up to date by visiting our SMSF newsroom  and subscribingExternal Link to our monthly SMSF newsletter.

    MIL OSI News –

    May 7, 2025

  • MIL-OSI Security: Sacramento Man Sentenced to 12 Years in Prison for $38 Million Catalytic Converter Theft Ring

    Source: Office of United States Attorneys

    Tou Sue Vang, 33, of Sacramento, was sentenced today to 12 years in prison for his role in transporting thousands of stolen catalytic converters across state lines, laundering money, and other related crimes, Acting U.S. Attorney Michele Beckwith announced.

    According to court documents, Tou Vang, along with his brother Andrew Vang and mother Monica Moua, purchased stolen catalytic converters from local thieves and sold them to a buyer in New Jersey for more than $38 million. Catalytic converter theft has become prevalent across the nation because of their value, relative ease to steal, and their lack of identifying markings. Thieves steal catalytic converters from vehicles on the street for the precious metals they contain, which may be more valuable per ounce than gold, and then sell them to buyers like T. Vang. The black-market price for certain catalytic converters from California can be more than $1,000 each.

    This prosecution is part of a nationwide initiative that dismantled a catalytic converter theft conspiracy. In addition to the three California defendants, this case includes 12 New Jersey defendants, including brothers Navin Khanna and Tinu Khanna, who operated DG Auto and purchased the stolen catalytic converters from California for more than $38 million. Tou Vang and his family operated primarily from their private residences and storage units; and did not have a scrap yard or valid business license. Some of the shipments that Tou Vang made to DG Auto were over 1,000 pounds and contained a single type of high-value catalytic converter, such as the Toyota Prius. Tou Vang and his family used the funds they received from the Khanna brothers and withdrew cash from the bank accounts they controlled to purchase more stolen catalytic converters, thereby promoting the carrying on of the unlawful activity.

    Tou Vang spent the proceeds of these stolen catalytic converters to fund his lavish lifestyle, including to purchase a five-acre multi-home complex in Rio Linda for $1.235 million in cash, over a dozen motor vehicles (including two Teslas and two Sea Doos), and an additional home in Sacramento. As part of T. Vang’s sentence, the United States forfeited more than $150,000 in U.S. currency, 13 motor vehicles, four personal watercraft, jewelry, and real estate, amongst other property.

    “This defendant led a network of criminals that hurt thousands of innocent car owners,” said Acting U.S. Attorney Beckwith. “This case represents the kind of far-reaching investigation that federal, state, and local law enforcement partners can do when working together. The U.S. Attorney’s Office is committed to continuing its law enforcement partnerships to disrupt criminal conspiracies like this one that target the American people.”

    “Theft usually happens in the shadows, most often with the help of professional enablers such as Mr. Vang who facilitated the sale of stolen goods. The financial expertise of IRS Criminal Investigation Oakland Field Office agents has helped trace the assets and unraveled the truth behind these organizations,” said Special Agent in Charge Linda T. Nguyen. “Today’s sentencing is a true reflection of the collaborative commitment between all the local, state, and federal agencies who contributed to this outcome as our way to protect the people in the communities and bring justice to light.”

    This case is the product of an investigation by the Federal Bureau of Investigation and the IRS Criminal Investigation with assistance from the Sacramento County Sheriff’s Department, Sacramento Police Department, Davis Police Department, Auburn Police Department, Livermore Police Department, and San Bernardino County Sherriff’s Department. Assistant U.S. Attorney Veronica M.A. Alegría of the U.S. Attorney’s Office Eastern District of California and Trial Attorney César S. Rivera-Giraud of the Criminal Division’s Violent Crime and Racketeering Section are prosecuting the case.

    The case was investigated under the Organized Crime Drug Enforcement Task Forces (OCDETF). OCDETF identifies, disrupts, and dismantles the highest-level criminal organizations that threaten the United States using a prosecutor-led, intelligence-driven, multi-agency approach. For more information, please visit Justice.gov/OCDETF.

    MIL Security OSI –

    May 7, 2025

  • MIL-OSI Security: Florida Man Pleads Guilty to Tax Evasion and Bankruptcy Fraud

    Source: Office of United States Attorneys

    Paul Archer evaded approximately $1MM in federal taxes by concealing and transferring assets in his Chapter 7 bankruptcy case

    BANGOR, Maine: A Florida man pleaded guilty today in U.S. District Court in Bangor to attempting to evade federal taxes and engaging in fraudulent transfers and concealment in a bankruptcy proceeding. 

    According to court records, Paul Archer, 46, formerly of Hampden and Orrington, operated a profitable online marketing business for software installation on computers, earning several million dollars from 2013 through 2015. After an IRS audit in 2016 assessed a federal tax debt totaling approximately $1 million for those years, Archer concealed and transferred assets through two LLCs he controlled and began using third-party bank accounts to evade paying the tax debt.   

    From April 2018 through November 2019, Archer transferred and concealed assets and income by using a series of bank accounts held in the names of Max Tune Up, LLC; Stealth Kit, LLC; his father; and his spouse. Using a bank account held by Stealth Kit, LLC, for instance, Archer received income via direct deposits, initiated and received over $2 million in wire payments, and used cryptocurrency trading platforms and online payment systems to transfer funds. Archer transferred an investment account held in his own name to an account held in the name of Stealth Kit, LLC, then engaged in trading activity, stock ownership, and dividend/interest distributions. Archer further owned and transacted in Bitcoin using two different cryptocurrency exchanges, purchasing and later trading cryptocurrency valued at several hundred thousand dollars.

    In March 2019, Archer filed a Chapter 7 bankruptcy proceeding. In his Chapter 7 petition and schedules, Archer falsely claimed less than $50,000 in assets; a single checking account; no other assets or property interests; no recent asset transfers; and no connections to any businesses or memberships in any LLCs. Archer repeated these falsehoods under oath during meetings of creditors convened by a Chapter 7 Trustee, as well as in statements made to the U.S. Bankruptcy Court for the District of Maine.

    Archer faces up to five years imprisonment and a fine up to $250,000 on each of the two charges to which he pleaded guilty. Any sentence will be followed by up to three years of supervised release. He will be sentenced after the completion of a presentence investigation report by the U.S. Probation Office. A federal district court judge will determine a sentence after considering the U.S. Sentencing Guidelines and other statutory factors.

    IRS Criminal Investigation and the FBI investigated the case.

    ###

    MIL Security OSI –

    May 7, 2025

  • MIL-OSI: Radware Reports First Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    First Quarter 2025 Financial Results and Highlights

    • Revenue of $72.1 million, an increase of 11% year–over–year
    • Cloud ARR of $80 million, an increase of 19% year-over-year
    • Non-GAAP diluted EPS of $0.27 vs. $0.16 in Q1 2024; GAAP diluted EPS of $0.10 vs. $(0.03) in Q1 2024
    • Cash flow from operations of $22.4 million in Q1 and $72.9 million over the trailing 12 months

    TEL AVIV, Israel, May 07, 2025 (GLOBE NEWSWIRE) — Radware® (NASDAQ: RDWR), a global leader in application security and delivery solutions for multi-cloud environments, today announced its consolidated financial results for the first quarter ended March 31, 2025.

    “We had a strong start to 2025 with first quarter revenue rising 11% year-over-year, marking our third consecutive quarter of double-digit growth. In addition, our strong non-GAAP EPS growth and cash flow from operations reflect the high leverage in our business model,” said Roy Zisapel, Radware’s president and CEO.

    Financial Highlights for the First Quarter 2025
    Revenue for the first quarter of 2025 totaled $72.1 million:

    • Revenue in the Americas region was $27.4 million for the first quarter of 2025, an increase of 1% from $27.1 million in the first quarter of 2024.
    • Revenue in the Europe, Middle East, and Africa (“EMEA”) region was $28.4 million for the first quarter of 2025, an increase of 25% from $22.7 million in the first quarter of 2024.
    • Revenue in the Asia-Pacific (“APAC”) region was $16.3 million for the first quarter of 2025, an increase of 7% from $15.3 million in the first quarter of 2024.

    GAAP net income for the first quarter of 2025 was $4.3 million, or $0.10 per diluted share, compared to GAAP net loss of $1.2 million, or $(0.03) per diluted share, for the first quarter of 2024.

    Non-GAAP net income for the first quarter of 2025 was $11.8 million, or $0.27 per diluted share, compared to non-GAAP net income of $6.8 million, or $0.16 per diluted share, for the first quarter of 2024.

    As of March 31, 2025, the Company had cash, cash equivalents, short-term and long-term bank deposits, and marketable securities of $447.9 million. Cash flow from operations was $22.4 million in the first quarter of 2025.

    Non-GAAP results are calculated excluding, as applicable, the impact of stock-based compensation expenses, amortization of intangible assets, litigation costs, acquisition costs, restructuring costs, exchange rate differences, net on balance sheet items included in financial income, net, and tax-related adjustments. A reconciliation of each of the Company’s non-GAAP measures to the most directly comparable GAAP measure is included at the end of this press release.

    Conference Call
    Radware management will host a call today, May 7, 2025, at 8:30 a.m. EDT to discuss its first quarter 2025 results and second quarter 2025 outlook. To participate on the call, please use the following numbers:
    U.S. participants call toll free: 1-877-704-4453
    International participants call: 1-201-389-0920

    A replay will be available for seven days, starting two hours after the end of the call, on telephone number 1-844-512-2921 (US toll-free) or 1-412-317-6671. Access ID 13752770.

    The call will be webcast live on the Company’s website at: http://www.radware.com/IR/. The webcast will remain available for replay during the next 12 months.

    Use of Non-GAAP Financial Information and Key Performance Indicators
    In addition to reporting financial results in accordance with generally accepted accounting principles (GAAP), Radware uses non-GAAP measures of gross profit, research and development expense, selling and marketing expense, general and administrative expense, total operating expenses, operating income, financial income, net, income before taxes on income, taxes on income, net income and diluted earnings per share, which are adjustments from results based on GAAP to exclude, as applicable, stock-based compensation expenses, amortization of intangible assets, litigation costs, acquisition costs, restructuring costs, exchange rate differences, net on balance sheet items included in financial income, net, and tax–related adjustments. Management believes that exclusion of these charges allows for meaningful comparisons of operating results across past, present, and future periods. Radware’s management believes the non-GAAP financial measures provided in this release are useful to investors for the purpose of understanding and assessing Radware’s ongoing operations. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure is included with the financial information contained in this press release. Management uses both GAAP and non-GAAP financial measures in evaluating and operating the business and, as such, has determined that it is important to provide this information to investors.

    Annual recurring revenue (“ARR”) is a key performance indicator defined as the annualized value of booked orders for term-based cloud services, subscription licenses, and maintenance contracts that are in effect 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 to replace either of those items. ARR is not a forecast of future revenue, which can be impacted by contract start and end dates and renewal rates and does not include revenue reported as perpetual license or professional services revenue in our consolidated statement of operations. We consider ARR a key performance indicator of the value of the recurring components of our business.

    Safe Harbor Statement
    This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements made herein that are not statements of historical fact, including statements about Radware’s plans, outlook, beliefs, or opinions, are forward-looking statements. Generally, forward-looking statements may be identified by words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could.” Because such statements deal with future events, they are subject to various risks and uncertainties, and actual results, expressed or implied by such forward-looking statements, could differ materially from Radware’s current forecasts and estimates. Factors that could cause or contribute to such differences include, but are not limited to: the impact of global economic conditions, including as a result of the state of war declared in Israel in October 2023 and instability in the Middle East, the war in Ukraine, tensions between China and Taiwan, financial and credit market fluctuations (including elevated interest rates), impacts from tariffs or other trade restrictions, inflation, and the potential for regional or global recessions; our dependence on independent distributors to sell our products; our ability to manage our anticipated growth effectively; our business may be affected by sanctions, export controls, and similar measures, targeting Russia and other countries and territories, as well as other responses to Russia’s military conflict in Ukraine, including indefinite suspension of operations in Russia and dealings with Russian entities by many multi-national businesses across a variety of industries; the ability of vendors to provide our hardware platforms and components for the manufacture of our products; our ability to attract, train, and retain highly qualified personnel; intense competition in the market for cybersecurity and application delivery solutions and in our industry in general, and changes in the competitive landscape; our ability to develop new solutions and enhance existing solutions; the impact to our reputation and business in the event of real or perceived shortcomings, defects, or vulnerabilities in our solutions, if our end-users experience security breaches, or if our information technology systems and data, or those of our service providers and other contractors, are compromised by cyber-attackers or other malicious actors or by a critical system failure; our use of AI technologies that present regulatory, litigation, and reputational risks; risks related to the fact that our products must interoperate with operating systems, software applications and hardware that are developed by others; outages, interruptions, or delays in hosting services; the risks associated with our global operations, such as difficulties and costs of staffing and managing foreign operations, compliance costs arising from host country laws or regulations, partial or total expropriation, export duties and quotas, local tax exposure, economic or political instability, including as a result of insurrection, war, natural disasters, and major environmental, climate, or public health concerns; our net losses in the past and the possibility that we may incur losses in the future; a slowdown in the growth of the cybersecurity and application delivery solutions market or in the development of the market for our cloud-based solutions; long sales cycles for our solutions; risks and uncertainties relating to acquisitions or other investments; risks associated with doing business in countries with a history of corruption or with foreign governments; changes in foreign currency exchange rates; risks associated with undetected defects or errors in our products; our ability to protect our proprietary technology; intellectual property infringement claims made by third parties; laws, regulations, and industry standards affecting our business; compliance with open source and third-party licenses; complications with the design or implementation of our new enterprise resource planning (“ERP”) system; our reliance on information technology systems; our ESG disclosures and initiatives; and other factors and risks over which we may have little or no control. This list is intended to identify only certain of the principal factors that could cause actual results to differ. For a more detailed description of the risks and uncertainties affecting Radware, refer to Radware’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission (SEC), and the other risk factors discussed from time to time by Radware in reports filed with, or furnished to, the SEC. Forward-looking statements speak only as of the date on which they are made and, except as required by applicable law, Radware undertakes no commitment to revise or update any forward-looking statement in order to reflect events or circumstances after the date any such statement is made. Radware’s public filings are available from the SEC’s website at www.sec.gov or may be obtained on Radware’s website at www.radware.com.

    About Radware
    Radware® (NASDAQ: RDWR) is a global leader in application security and delivery solutions for multi-cloud environments. The company’s cloud application, infrastructure, and API security solutions use AI-driven algorithms for precise, hands-free, real-time protection from the most sophisticated web, application, and DDoS attacks, API abuse, and bad bots. Enterprises and carriers worldwide rely on Radware’s solutions to address evolving cybersecurity challenges and protect their brands and business operations while reducing costs. For more information, please visit the Radware website.

    Radware encourages you to join our community and follow us on Facebook, LinkedIn, Radware Blog, X, and YouTube.

    ©2025 Radware Ltd. All rights reserved. Any Radware products and solutions mentioned in this press release are protected by trademarks, patents, and pending patent applications of Radware in the U.S. and other countries. For more details, please see: https://www.radware.com/LegalNotice/. All other trademarks and names are property of their respective owners.

    Radware believes the information in this document is accurate in all material respects as of its publication date. However, the information is provided without any express, statutory, or implied warranties and is subject to change without notice.

    The contents of any website or hyperlinks mentioned in this press release are for informational purposes and the contents thereof are not part of this press release.

    CONTACTS
    Investor Relations:
    Yisca Erez, +972-72-3917211, ir@radware.com

    Media Contact:
    Gerri Dyrek, gerri.dyrek@radware.com

    Radware Ltd.
    Condensed Consolidated Balance Sheets
    (U.S. Dollars in thousands)
           
      March 31,   December 31,
      2025   2024
      (Unaudited)   (Unaudited)
    Assets      
           
    Current assets      
    Cash and cash equivalents 114,239   98,714
    Marketable securities 55,118   72,994
    Short-term bank deposits 122,361   104,073
    Trade receivables, net 25,036   16,823
    Other receivables and prepaid expenses 9,627   14,242
    Inventories 13,511   14,030
      339,892   320,876
           
    Long-term investments      
    Marketable securities 31,229   29,523
    Long-term bank deposits 124,968   114,354
    Other assets 2,203   2,171
      158,400   146,048
           
           
    Property and equipment, net 14,584   15,632
    Intangible assets, net 10,758   11,750
    Other long-term assets 36,492   37,906
    Operating lease right-of-use assets 17,560   18,456
    Goodwill 68,008   68,008
    Total assets 645,694   618,676
           
    Liabilities and equity      
           
    Current liabilities      
    Trade payables 3,646   5,581
    Deferred revenues 119,329   106,303
    Operating lease liabilities 4,642   4,750
    Other payables and accrued expenses 55,678   51,836
      183,295   168,470
           
    Long-term liabilities      
    Deferred revenues 69,505   64,708
    Operating lease liabilities 12,497   13,519
    Other long-term liabilities 14,319   14,904
      96,321   93,131
           
    Equity      
    Radware Ltd. equity      
    Share capital 756   754
    Additional paid-in capital 560,833   555,154
    Accumulated other comprehensive income (loss) (140)   1,103
    Treasury stock, at cost (366,588)   (366,588)
    Retained earnings 130,194   125,850
    Total Radware Ltd. shareholder’s equity 325,055   316,273
           
    Non–controlling interest 41,023   40,802
           
    Total equity 366,078   357,075
           
    Total liabilities and equity 645,694   618,676
    Radware Ltd.
    Condensed Consolidated Statements of Income (Loss)
    (U.S Dollars in thousands, except share and per share data)
             
        For the three months ended
        March 31,
        2025   2024
        (Unaudited)   (Unaudited)
             
    Revenues   72,079   65,085
    Cost of revenues   13,990   12,812
    Gross profit   58,089   52,273
             
    Operating expenses, net:        
    Research and development, net   18,776   18,896
    Selling and marketing   31,281   29,701
    General and administrative   6,463   7,339
    Total operating expenses, net   56,520   55,936
             
    Operating income (loss)   1,569   (3,663)
    Financial income, net   4,875   3,608
    Income (loss) before taxes on income   6,444   (55)
    Taxes on income   2,100   1,167
    Net income (loss)   4,344   (1,222)
             
    Basic net income (loss) per share attributed to Radware Ltd.’s shareholders   0.10   (0.03)
             
    Weighted average number of shares used to compute basic net income (loss) per share   42,663,787   41,750,203
             
    Diluted net income (loss) per share attributed to Radware Ltd.’s shareholders   0.10   (0.03)
             
    Weighted average number of shares used to compute diluted net income (loss) per share   44,192,474   41,750,203
    Radware Ltd.
    Reconciliation of GAAP to Non-GAAP Financial Information
    (U.S Dollars in thousands, except share and per share data)
           
      For the three months ended
      March 31,
      2025   2024
      (Unaudited)   (Unaudited)
    GAAP gross profit 58,089   52,273
    Share-based compensation 120   79
    Amortization of intangible assets 992   992
    Non-GAAP gross profit 59,201   53,344
           
    GAAP research and development, net 18,776   18,896
    Share-based compensation 1,223   1,722
    Non-GAAP Research and development, net 17,553   17,174
           
    GAAP selling and marketing 31,281   29,701
    Share-based compensation 3,076   2,551
    Non-GAAP selling and marketing 28,205   27,150
           
    GAAP general and administrative 6,463   7,339
    Share-based compensation 1,479   2,395
    Acquisition costs 153   220
    Non-GAAP general and administrative 4,831   4,724
           
    GAAP total operating expenses, net 56,520   55,936
    Share-based compensation 5,778   6,668
    Acquisition costs 153   220
    Non-GAAP total operating expenses, net 50,589   49,048
           
    GAAP operating income (loss) 1,569   (3,663)
    Share-based compensation 5,898   6,747
    Amortization of intangible assets 992   992
    Acquisition costs 153   220
    Non-GAAP operating income 8,612   4,296
           
    GAAP financial income, net 4,875   3,608
    Exchange rate differences, net on balance sheet items included in financial income, net 492   153
    Non-GAAP financial income, net 5,367   3,761
           
    GAAP income (loss) before taxes on income 6,444   (55)
    Share-based compensation 5,898   6,747
    Amortization of intangible assets 992   992
    Acquisition costs 153   220
    Exchange rate differences, net on balance sheet items included in financial income, net 492   153
    Non-GAAP income before taxes on income 13,979   8,057
           
    GAAP taxes on income 2,100   1,167
    Tax related adjustments 62   62
    Non-GAAP taxes on income 2,162   1,229
           
    GAAP net income (loss) 4,344   (1,222)
    Share-based compensation 5,898   6,747
    Amortization of intangible assets 992   992
    Acquisition costs 153   220
    Exchange rate differences, net on balance sheet items included in financial income, net 492   153
    Tax related adjustments (62)   (62)
    Non-GAAP net income 11,817   6,828
           
    GAAP diluted net income (loss) per share 0.10   (0.03)
    Share-based compensation 0.14   0.16
    Amortization of intangible assets 0.02   0.02
    Acquisition costs 0.00   0.01
    Exchange rate differences, net on balance sheet items included in financial income, net 0.01   0.00
    Tax related adjustments (0.00)   (0.00)
    Non-GAAP diluted net earnings per share 0.27   0.16
           
           
    Weighted average number of shares used to compute non-GAAP diluted net earnings per share 44,192,474   42,875,058
    Radware Ltd.
    Condensed Consolidated Statements of Cash Flow
    (U.S. Dollars in thousands)
             
        For the three months ended
        March 31,
        2025   2024
        (Unaudited)   (Unaudited)
    Cash flow from operating activities:        
             
    Net income (loss)   4,344   (1,222)
    Adjustments to reconcile net income (loss) to net cash provided by operating activities:        
    Depreciation and amortization   3,152   2,943
    Share-based compensation   5,898   6,747
    Amortization of premium, accretion of discounts and accrued interest on marketable securities, net   (161)   (73)
    Decrease in accrued interest on bank deposits   (1,790)   (9)
    Increase (decrease) in accrued severance pay, net   61   (58)
    Increase in trade receivables, net   (8,213)   (219)
    Decrease (increase) in other receivables and prepaid expenses and other long-term assets   (186)   605
    Decrease in inventories   519   1,004
    Increase (decrease) in trade payables   (1,935)   1,406
    Increase in deferred revenues   17,823   8,894
    Increase in other payables and accrued expenses   3,164   1,483
    Operating lease liabilities, net   (234)   (379)
    Net cash provided by operating activities   22,442   21,122
             
    Cash flows from investing activities:        
             
    Purchase of property and equipment   (1,112)   (1,774)
    Proceeds from (investment in) other long-term assets, net   109   (25)
    Investment in bank deposits, net   (27,112)   (17,898)
    Investment in, redemption of and purchase of marketable securities ,net   16,194   3,502
    Proceeds from other deposits   5,000   –
    Net cash used in investing activities   (6,921)   (16,195)
             
    Cash flows from financing activities:        
             
    Proceeds from exercise of share options   4   –
    Repurchase of shares   –   (839)
    Net cash provided by (used in) financing activities   4   (839)
             
    Increase in cash and cash equivalents   15,525   4,088
    Cash and cash equivalents at the beginning of the period   98,714   70,538
    Cash and cash equivalents at the end of the period   114,239   74,626
    Radware Ltd.
    RECONCILIATION OF GAAP NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA (NON-GAAP)
    (U.S Dollars in thousands)
           
      For the three months ended
      March 31,
      2025   2024
      (Unaudited)   (Unaudited)
    GAAP net income (loss) 4,344   (1,222)
    Exclude: Financial income, net (4,875)   (3,608)
    Exclude: Depreciation and amortization expense 3,152   2,943
    Exclude: Taxes on income 2,100   1,167
    EBITDA 4,721   (720)
           
    Share-based compensation 5,898   6,747
    Acquisition costs 153   220
    Adjusted EBITDA 10,772   6,247
           
           
      For the three months ended
      March 31,
      2025   2024
           
    Amortization of intangible assets 992   992
    Depreciation 2,160   1,951
      3,152   2,943

    The MIL Network –

    May 7, 2025

  • MIL-OSI Economics: W&T Offshore Announces First Quarter 2025 Results and Declares Dividend for Second Quarter of 2025

    Source: W & T Offshore Inc

    Headline: W&T Offshore Announces First Quarter 2025 Results and Declares Dividend for Second Quarter of 2025

    HOUSTON, May 06, 2025 (GLOBE NEWSWIRE) — W&T Offshore, Inc. (NYSE: WTI) (“W&T,” the “Company,” “we” or “us”) today reported operational and financial results for the first quarter of 2025 and declared a second quarter 2025 dividend of $0.01 per share.

    This press release includes non-GAAP financial measures, including Adjusted Net Loss, Adjusted EBITDA, Free Cash Flow and Net Debt, which are described and reconciled to the most comparable GAAP measures in the accompanying tables to this press release under “Non-GAAP Information.”

    Key highlights for the first quarter of 2025 and through the date of this press release include:

    • Produced 30.5 thousand barrels of oil equivalent per day (“MBoe/d”) (52% liquids), towards the high end of guidance;
      • Announced that the West Delta 73 and Main Pass 108/98 fields were placed into production towards the end of March/early April with production expected to ramp up over the course of the second quarter of 2025;
    • Incurred lease operating expenses (“LOE”) of $71.0 million, below the low end of guidance;
    • Reported net loss of $30.6 million, or $(0.21) per diluted share;
      • Adjusted Net Loss totaled $19.1 million, or $(0.13) per diluted share, which primarily excludes the loss on extinguishment of debt and net unrealized gain on outstanding derivative contracts and the related tax effects;
    • Generated Adjusted EBITDA of $32.2 million, an increase of 2% over the fourth quarter of 2024;
    • Produced Free Cash Flow of $10.5 million;
    • Successfully refinanced, in January 2025, the Company’s $275.0 million 11.75% Senior Second Lien Notes due 2026 (the “11.75% Notes”) and $114.2 million outstanding amount under the term loan provided by Munich Re Risk Financing, Inc., as lender (the “MRE Term Loan”) with proceeds from the issuance of $350.0 million of 10.75% Senior Second Lien Notes due 2029 (the “10.75% Notes”) and available cash on hand;
      • Paid down and effectively reduced gross debt by approximately $39.0 million;
      • Enhanced liquidity by eliminating principal payments under the MRE Term Loan of $27.6 million in 2025, $25.4 million in 2026, $22.9 million in 2027 and $38.3 million in 2028;
      • Lowered interest rate on the Senior Second Lien Notes by 100 basis points;
    • Entered into a new $50.0 million revolving credit facility which matures in July 2028, and is undrawn, and the previous credit facility provided by Calculus Lending, LLC was concurrently terminated, with all outstanding obligations paid in full in connection with the termination;
    • Sold a non-core interest in Garden Banks Blocks 385 and 386 in January 2025, which included latest net production of approximately 195 barrels of oil equivalent per day (“Boe/d”) (72% oil) for $11.9 million, or over $60,000 per flowing barrel, after customary closing adjustments;
    • Received $58.5 million in cash for an insurance settlement related to the Mobile Bay 78-1 well, which further bolstered W&T’s balance sheet;
    • Reported unrestricted cash and cash equivalents of $105.9 million and Net Debt of $244.1 million at March 31, 2025;
    • Added natural gas costless collar hedges for 2025 including:
      • 50,000 million British Thermal Units per day (“MMBtu/d”) for March 2025, with a floor price of $3.88 per MMBtu and ceiling price of $5.13 per MMBtu;
      • 70,000 MMBtu/d for April to December 2025, with a volume-weighted average floor price and ceiling price of $4.02 per MMBtu and $5.32 per MMBtu, respectively;
    • Paid sixth consecutive quarterly dividend of $0.01 per common share in March 2025; and
      • Declared second quarter 2025 dividend of $0.01 per share, which will be payable on May 27, 2025 to stockholders of record on May 20, 2025.

    Tracy W. Krohn, W&T’s Chairman of the Board and Chief Executive Officer, commented, “We continue to successfully execute our strategic vision and have delivered another quarter of strong results in line with or above our guidance. We reported production at the high end of our guidance range and, more importantly, we have brought online the remaining two fields from the Cox acquisition, which we expect will meaningfully increase production for the remainder of 2025, as you can see from our second quarter and full year guidance. Acquisitions remain a key component of our success, and it is our ability to integrate and enhance the assets that we acquire that has allowed us to successfully operate for over 40 years. We generated solid Free Cash Flow and Adjusted EBITDA and we recorded lease operating expenses below the low end of our guidance. We will continue to focus on increasing our production, particularly our oil production, and managing our operating costs.”

    “Our balance sheet was strengthened in the first quarter of 2025 due to several key accomplishments. We successfully closed the issuance of new 10.75% Notes, entered into a new revolving credit facility and added material cash through a non-core disposition and an insurance settlement. The new 10.75% Notes have an interest rate 100 basis points lower than our 11.75% Notes and received improved credit ratings from S&P and Moody’s. We also received a $58.5 million cash insurance settlement payment related to a well impairment event. Finally, we sold a non-core interest in Garden Banks 385 and 386 for $11.9 million, after customary closing adjustments, at a value of over $60,000 per flowing barrel, which is highly accretive to W&T. We have over $100 million in cash on our balance sheet and remain prepared to take advantage of potential acquisitions. With the change in administration and the White House’s directives to Unleash American Energy, we also see promising developments in the regulatory environment for oil and gas companies. We are well positioned to continue to enhance our portfolio through additional accretive acquisition opportunities and are committed to enhancing shareholder value while returning value to our shareholders through the quarterly dividend program.”

    Production, Prices and Revenue: Production for the first quarter of 2025 was 30.5 MBoe/d, towards the high end of the Company’s first quarter guidance but down compared with 32.1 MBoe/d for the fourth quarter of 2024 and 35.1 MBoe/d for the corresponding period in 2024. The first quarter 2025 production decrease was due to freezing conditions that caused shut-ins during January 2025; however production has since recovered. First quarter 2025 production was comprised of 13.7 thousand barrels per day (“MBbl/d”) of oil (45%), 2.2 MBbl/d of natural gas liquids (“NGLs”) (7%), and 87.6 million cubic feet per day (“MMcf/d”) of natural gas (48%).

    W&T’s average realized price per Boe before realized derivative settlements was $46.50 per Boe in the first quarter of 2025, an increase of 17% from $39.86 per Boe in the fourth quarter of 2024 and an increase of 9% from $42.55 per Boe in the first quarter of 2024. First quarter 2025 oil, NGL and natural gas prices before realized derivative settlements were $71.31 per barrel of oil, $23.86 per barrel of NGL and $4.45 per Mcf of natural gas.

    Revenues for the first quarter of 2025 were $129.9 million, which was 8% higher than fourth quarter of 2024 revenues of $120.3 million due to higher realized prices, which was partially offset by lower production volumes. First quarter 2025 revenues were lower by 8% compared to $140.8 million of revenues in the first quarter of 2024 due to lower production volumes, partially offset by higher realized natural gas and NGL prices.

    Lease Operating Expenses: LOE, which includes base lease operating expenses, insurance premiums, workovers and facilities maintenance expenses, was $71.0 million in the first quarter of 2025, which was below the low end of the guidance range of $72.5 to $80.5 million. LOE came in lower than expected due to a combination of lower repair and maintenance costs, lower facility expenses and lower workover expense. LOE for the first quarter of 2025 was approximately 11% higher compared to $64.3 million in the fourth quarter of 2024. Lower LOE in the fourth quarter of 2024 was primarily driven by favorable audit adjustments and lower maintenance and repair work performed. LOE for the first quarter of 2025 was slightly higher than the $70.8 million for the corresponding period in 2024. On a component basis for the first quarter of 2025, base LOE and insurance premiums were $57.6 million, workovers were $2.0 million, and facilities maintenance and other expenses were $11.4 million. On a unit of production basis, LOE was $25.88 per Boe in the first quarter of 2025. This compares to $21.76 per Boe for the fourth quarter of 2024 and $22.14 per Boe for the corresponding period in 2024, reflecting a decrease in production in the period due to freezing conditions in January 2025.

    Gathering, Transportation Costs and Production Taxes: Gathering, transportation costs and production taxes totaled $5.7 million ($2.06 per Boe) in the first quarter of 2025, compared to $5.9 million ($2.00 per Boe) in the fourth quarter of 2024 and $7.5 million ($2.36 per Boe) in the first quarter of 2024. Gathering, transportation costs and production taxes decreased in the first quarter of 2025 from the prior quarters due to lower production volumes.

    Depreciation, Depletion and Amortization (“DD&A”): DD&A was $11.99 per Boe in the first quarter of 2025. This compares to $12.94 per Boe and $10.61 per Boe for the fourth quarter of 2024 and the first quarter of 2024, respectively.

    Asset Retirement Obligations Accretion: Asset retirement obligations accretion was $3.06 per Boe in the first quarter of 2025. This compares to $2.76 per Boe and $2.49 per Boe for the fourth quarter of 2024 and the first quarter of 2024, respectively.

    General & Administrative Expenses (“G&A”): G&A was $20.2 million for the first quarter of 2025, which decreased from $20.8 million in the fourth quarter of 2024 and $20.5 million in the first quarter of 2024 primarily due to decreases of share-based compensation and employee benefit costs partially offset by an increase in legal fees due to ongoing sureties litigation. On a unit of production basis, G&A was $7.35 per Boe in the first quarter of 2025 compared to $7.04 per Boe in the fourth quarter of 2024 and $6.41 per Boe in the corresponding period of 2024. These increases, on a per Boe basis, are related to lower production, as the absolute G&A costs were lower.

    Derivative Loss (Gain), net: In the first quarter of 2025, W&T recorded a net loss of $2.7 million with commodity derivative contracts comprised of $3.6 million of realized losses and $0.9 million of unrealized gains related to the increase in fair value of open contracts. W&T recognized a net loss of $2.1 million in the fourth quarter of 2024 and a net gain of $4.9 million in the first quarter of 2024 related to commodity derivative activities.

    To take advantage of the recent uptick in natural gas prices, W&T added costless collar hedges for March 2025 of 50,000 MMBtu/d with a floor price of $3.88 per MMBtu and ceiling price of $5.13 per MMBtu. For April to December 2025, the Company added similar costless collar hedges of 70,000 MMBtu/d with a volume-weighted average floor price and ceiling price of $4.02 per MMBtu and $5.32 per MMBtu, respectively.

    A summary of the Company’s outstanding derivative positions is provided in the investor presentation posted on W&T’s website.

    Interest Expense: Net interest expense in the first quarter of 2025 was $9.5 million compared to $10.2 million in the fourth quarter of 2024 and $10.1 million in the first quarter of 2024. These decreases reflect the impact of the Company’s debt refinancing in January 2025, which lowered overall debt by around $39 million and reduced the Senior Second Lien Notes’ coupon rate by 100 basis points.

    Income Tax (Benefit) Expense: W&T recognized an income tax benefit of $4.6 million in the first quarter of 2025. This compares to the recognition of an income tax benefit of $1.8 million in the fourth quarter of 2024 and an income tax expense of $1.0 million in the first quarter of 2024.

    Capital Expenditures and Asset Retirement Settlements: Capital expenditures on an accrual basis in the first quarter of 2025 were $8.5 million, and asset retirement settlement costs totaled $3.8 million. The Company continues to expect its full year capital expenditure budget to be between $34 million and $42 million, which excludes potential acquisition opportunities.

    Balance Sheet and Liquidity: As of March 31, 2025, W&T had available liquidity of $155.9 million comprised of $105.9 million in unrestricted cash and cash equivalents and $50.0 million of borrowing availability under W&T’s new revolving credit facility. As of March 31, 2025, the Company had total debt of $350.0 million and Net Debt of $244.1 million. As of March 31, 2025, Net Debt to trailing twelve months (“TTM”) Adjusted EBITDA was 1.8x.

    Debt Refinance: On January 28, 2025 W&T closed an offering of the 10.75% Notes at par in a private offering that was exempt from registration under the Securities Act of 1933, as amended. The Company used a portion of the proceeds from the 10.75% Notes offering, along with cash on hand to (i) purchase for cash pursuant to a tender offer, such of the Company’s outstanding 11.75% Notes that were validly tendered pursuant to the terms thereof; (ii) repay $114.2 million outstanding under the MRE Term Loan; (iii) fund the full redemption amount for an August 1, 2025 redemption of the remaining 11.75% Notes not validly tendered and accepted for purchase in the tender offer; and (iv) pay premiums, fees and expenses related to these transactions. On the closing date of the offering of the 10.75% Notes, the Company completed all actions necessary to satisfy and discharge the indenture governing the 11.75% Notes.

    In conjunction with the issuance of the 10.75% Notes, the Company entered into a new credit agreement which provides the Company with a revolving credit and letter of credit facility, with initial lending commitments of $50 million and with a letter of credit sublimit of $10 million. The credit facility matures on July 28, 2028.

    Concurrently with the debt refinance, W&T recorded a $15.0 million loss on the extinguishment of debt in the first quarter of 2025.

    Non-Core Asset Disposition

    In early 2025, W&T closed the sale of a non-core interest in Garden Banks Blocks 385 and 386, which included net production of approximately 195 Boe/d, for $11.9 million after normal purchase price adjustments. The effective date of the sale was December 1, 2024, and the transaction closed in January 2025. The impact to W&T’s reserves for year-end 2024 were minimal at about 0.12 MMBoe.

    Regulatory Update

    The change of Presidential administration in the early part of 2025 saw promising developments in the oil and natural gas regulatory environment. On January 20, 2025, President Trump issued Executive Order 14154, Unleashing American Energy. Section 3 of that Order directed heads of agencies to review existing regulations to identify agency actions that impose an undue burden on the identification, development, or use of domestic energy resources. The Trump administration also issued Executive Order 14156, Declaring a National Energy Emergency, stating that the United States’ insufficient energy production, transportation, refining, and generation constituted an unusual and extraordinary threat to the nation’s economy, national security, and foreign policy. Furthermore, on February 3, 2025, Secretary Burgum issued Secretarial Order 3418, Unleashing American Energy. Section 4(b) of that Order directed agency officials to prepare an action plan that will include steps to suspend, revise, or rescind certain regulations.

    As it pertains to W&T, on April 8, 2025, pursuant to the above directives from the Trump administration, the Department of Interior, through a joint filing in the U.S. District Court for the Western District of Louisiana (Case no. 2:24-cv-00820), indicated that it will not seek supplemental financial assurance in the Gulf of America except in the case of (a) sole liability properties and (b) certain non-sole liability properties that do not have a financially strong co-owner or predecessor in title and meet other conditions.

    In addition, the Trump administration has issued a number of executive orders aimed at streamlining regulations and reducing the regulatory burden on oil and natural gas companies, increasing federal oil and natural gas leasing, including in the Gulf of America, and expediting U.S. natural resource development.

    Cash Dividend Policy

    The Company paid its first quarter 2025 dividend of $0.01 per share on March 24, 2025 to stockholders of record on March 17, 2025.

    The Board of Directors declared a second quarter 2025 dividend of $0.01 per share which is to be paid on May 27, 2025 to stockholders of record on May 20, 2025.

    OPERATIONS UPDATE

    Well Recompletions and Workovers

    During the first quarter of 2025, the Company performed five workovers that positively impacted production for the quarter. W&T plans to continue performing these low cost and low risk short payout operations that impact both production and revenue.

    Second Quarter and Full Year 2025 Production and Expense Guidance

    The guidance for the second quarter and full year 2025 in the table below represents the Company’s current expectations. Please refer to the section entitled “Forward-Looking and Cautionary Statements” below for risk factors that could impact guidance.

         
    Production Second Quarter 2025 Full Year 2025
    Oil (MBbl) 1,295 – 1,435 5,150 – 5,690
    NGLs (MBbl) 210 – 235 1,020 – 1,140
    Natural gas (MMcf) 8,830 – 9,750 34,880 – 38,560
    Total equivalents (MBoe) 2,977 – 3,295 11,983 – 13,257
    Average daily equivalents (MBoe/d) 32.7 – 36.2 32.8 – 36.3
    Expenses Second Quarter 2025 Full Year 2025
    Lease operating expense ($MM) 71.3 – 78.9 280.0 – 310.0
    Gathering, transportation & production taxes ($MM) 6.6 – 7.4 27.1 – 30.1
    General & administrative – cash ($MM) 14.5 – 16.1 62.0 – 69.0
    General & administrative – non-cash ($MM) 2.4 – 2.8 10.1 – 11.3
    DD&A ($ per Boe)   13.40 – 14.90

    W&T expects substantially all income taxes in 2025 to be deferred. 

    Conference Call Information: W&T will hold a conference call to discuss its financial and operational results on Wednesday, May 7, 2025 at 11:00 a.m. Central Time (12:00 p.m. Eastern Time). Interested parties may dial 1-844-739-3797. International parties may dial 1-412-317-5713. Participants should request to connect to the “W&T Offshore Conference Call.” This call will also be webcast and available on W&T’s website at www.wtoffshore.com under “Investors.” An audio replay will be available on the Company’s website following the call.

    About W&T Offshore

    W&T Offshore, Inc. is an independent oil and natural gas producer with operations offshore in the Gulf of America and has grown through acquisitions, exploration and development. As of March 31, 2025, the Company had working interests in 52 fields in federal and state waters (which include 45 fields in federal waters and seven in state waters). The Company has under lease approximately 634,700 gross acres (496,900 net acres) spanning across the outer continental shelf off the coasts of Louisiana, Texas, Mississippi and Alabama, with approximately 487,200 gross acres on the conventional shelf, approximately 141,900 gross acres in the deepwater and 5,600 gross acres in Alabama state waters. A majority of the Company’s daily production is derived from wells it operates. For more information on W&T, please visit the Company’s website at www.wtoffshore.com.

    Forward-Looking and Cautionary Statements

    This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this release, including those regarding the Company’s financial position, operating and financial performance, business strategy, plans and objectives of management for future operations, projected costs, industry conditions, potential acquisitions, sustainability initiatives, the impact of and integration of acquired assets, and indebtedness are forward-looking statements. When used in this release, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “continue,” “anticipate,” “target,” “could,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes, although not all forward-looking statements contain such identifying words. Items contemplating or making assumptions about actual or potential future production and sales, prices, market size, and trends or operating results also constitute such forward-looking statements.

    These forward-looking statements are based on the Company’s current expectations and assumptions about future events and speak only as of the date of this release. While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, as results actually achieved may differ materially from expected results described in these statements. The Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements, unless required by law.

    Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ including, among other things, the regulatory environment, including availability or timing of, and conditions imposed on, obtaining and/or maintaining permits and approvals, including those necessary for drilling and/or development projects; the impact of current, pending and/or future laws and regulations, and of legislative and regulatory changes and other government activities, including those related to permitting, drilling, completion, well stimulation, operation, maintenance or abandonment of wells or facilities, managing energy, water, land, greenhouse gases or other emissions, protection of health, safety and the environment, or transportation, marketing and sale of the Company’s products; inflation levels; global economic trends, geopolitical risks and general economic and industry conditions, such as the global supply chain disruptions and the government interventions into the financial markets and economy in response to inflation levels and world health events; volatility of oil, NGL and natural gas prices; the global energy future, including the factors and trends that are expected to shape it, such as concerns about climate change and other air quality issues, the transition to a low-emission economy and the expected role of different energy sources; supply of and demand for oil, NGLs and natural gas, including due to the actions of foreign producers, importantly including OPEC and other major oil producing companies (“OPEC+”) and change in OPEC+’s production levels; disruptions to, capacity constraints in, or other limitations on the pipeline systems that deliver the Company’s oil and natural gas and other processing and transportation considerations; inability to generate sufficient cash flow from operations or to obtain adequate financing to fund capital expenditures, meet the Company’s working capital requirements or fund planned investments; price fluctuations and availability of natural gas and electricity; the Company’s ability to use derivative instruments to manage commodity price risk; the Company’s ability to meet the Company’s planned drilling schedule, including due to the Company’s ability to obtain permits on a timely basis or at all, and to successfully drill wells that produce oil and natural gas in commercially viable quantities; uncertainties associated with estimating proved reserves and related future cash flows; the Company’s ability to replace the Company’s reserves through exploration and development activities; drilling and production results, lower–than–expected production, reserves or resources from development projects or higher–than–expected decline rates; the Company’s ability to obtain timely and available drilling and completion equipment and crew availability and access to necessary resources for drilling, completing and operating wells; changes in tax laws; effects of competition; uncertainties and liabilities associated with acquired and divested assets; the Company’s ability to make acquisitions and successfully integrate any acquired businesses; asset impairments from commodity price declines; large or multiple customer defaults on contractual obligations, including defaults resulting from actual or potential insolvencies; geographical concentration of the Company’s operations; the creditworthiness and performance of the Company’s counterparties with respect to its hedges; impact of derivatives legislation affecting the Company’s ability to hedge; failure of risk management and ineffectiveness of internal controls; catastrophic events, including tropical storms, hurricanes, earthquakes, pandemics and other world health events; environmental risks and liabilities under U.S. federal, state, tribal and local laws and regulations (including remedial actions); potential liability resulting from pending or future litigation; the Company’s ability to recruit and/or retain key members of the Company’s senior management and key technical employees; information technology failures or cyberattacks; and governmental actions and political conditions, as well as the actions by other third parties that are beyond the Company’s control, and other factors discussed in W&T Offshore’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q found at www.sec.gov or at the Company’s website at www.wtoffshore.com under the Investor Relations section.

                       
    W&T OFFSHORE, INC.
    Condensed Consolidated Statements of Operations
    (In thousands, except per share data)
    (Unaudited)
                       
        Three Months Ended
        March 31,    December 31,    March 31, 
           2025        2024        2024  
    Revenues:                  
    Oil   $ 87,716     $ 86,778     $ 107,015  
    NGLs     4,772       6,713       7,469  
    Natural gas     35,109       24,203       21,616  
    Other     2,270       2,651       4,687  
    Total revenues     129,867       120,345       140,787  
                       
    Operating expenses:                  
    Lease operating expenses     71,012       64,259       70,830  
    Gathering, transportation and production taxes     5,659       5,912       7,540  
    Depreciation, depletion, and amortization     32,891       38,208       33,937  
    Asset retirement obligations accretion     8,392       8,157       7,969  
    General and administrative expenses     20,157       20,799       20,515  
    Total operating expenses     138,111       137,335       140,791  
                       
    Operating loss     (8,244 )     (16,990 )     (4 )
                       
    Interest expense, net     9,492       10,226       10,072  
    Loss on extinguishment of debt     15,015       —       —  
    Derivative loss (gain), net     2,757       2,113       (4,877 )
    Other (income) expense, net     (316 )     (4,118 )     5,230  
    Loss before income taxes     (35,192 )     (25,211 )     (10,429 )
    Income tax (benefit) expense     (4,615 )     (1,849 )     1,045  
    Net loss   $ (30,577 )   $ (23,362 )   $ (11,474 )
                       
    Net loss per common share (basic and diluted)   $ (0.21 )   $ (0.16 )   $ (0.08 )
                       
    Weighted average common shares outstanding (basic and diluted)     147,598       147,365       146,857  
                             
    W&T OFFSHORE, INC.
    Condensed Operating Data
    (Unaudited)
                             
        Three Months Ended
        March 31,    December 31,    March 31, 
        2025   2024   2024
    Net sales volumes:                        
    Oil (MBbls)     1,230       1,263       1,400  
    NGLs (MBbls)     200       273       343  
    Natural gas (MMcf)     7,884       8,505       8,733  
    Total oil and natural gas (MBoe) (1)     2,744       2,953       3,199  
                             
    Average daily equivalent sales (MBoe/d)     30.5       32.1       35.1  
                             
    Average realized sales prices (before the impact of derivative settlements):                        
    Oil ($/Bbl)   $ 71.31     $ 68.71     $ 76.44  
    NGLs ($/Bbl)     23.86       24.59       21.78  
    Natural gas ($/Mcf)     4.45       2.85       2.48  
    Barrel of oil equivalent ($/Boe)     46.50       39.86       42.55  
                             
    Average operating expenses per Boe ($/Boe):                        
    Lease operating expenses   $ 25.88     $ 21.76     $ 22.14  
    Gathering, transportation and production taxes     2.06       2.00       2.36  
    Depreciation, depletion, and amortization     11.99       12.94       10.61  
    Asset retirement obligations accretion     3.06       2.76       2.49  
    General and administrative expenses     7.35       7.04       6.41  
    (1) MBoe is determined using the ratio of six Mcf of natural gas to one Bbl of crude oil, condensate or NGLs (totals may not compute due to rounding). The conversion ratio does not assume price equivalency and the price on an equivalent basis for oil, NGLs and natural gas may differ significantly. The realized prices presented above are volume-weighted for production in the respective period.
                 
    W&T OFFSHORE, INC.
    Consolidated Balance Sheets
    (In thousands)
    (Unaudited)
                 
           March 31,    December 31, 
        2025     2024  
    Assets            
    Current assets:            
    Cash and cash equivalents   $ 105,933     $ 109,003  
    Restricted cash     1,552       1,552  
    Receivables:            
    Oil and natural gas sales     64,991       63,558  
    Joint interest, net     26,884       25,841  
    Prepaid expenses and other assets     22,570       18,504  
    Total current assets     221,930       218,458  
                 
    Oil and natural gas properties and other, net     691,788       777,741  
    Restricted deposits for asset retirement obligations     22,892       22,730  
    Deferred income taxes     54,332       48,808  
    Other assets     34,004       31,193  
    Total assets   $ 1,024,946     $ 1,098,930  
                 
    Liabilities and Shareholders’ Deficit            
    Current liabilities:            
    Accounts payable   $ 77,978     $ 83,625  
    Accrued liabilities     19,210       33,271  
    Undistributed oil and natural gas proceeds     58,647       53,131  
    Advances from joint interest partners     2,432       2,443  
    Current portion of asset retirement obligations     29,098       46,326  
    Current portion of long-term debt, net     566       27,288  
    Total current liabilities     187,931       246,084  
                 
    Asset retirement obligations     532,753       502,506  
    Long-term debt, net     349,481       365,935  
    Other liabilities     17,381       16,182  
                 
    Commitments and contingencies     20,196       20,800  
                 
    Shareholders’ deficit:            
    Preferred stock     —       —  
    Common stock     2       2  
    Additional paid-in capital     597,271       595,407  
    Retained deficit     (655,902 )     (623,819 )
    Treasury stock     (24,167 )     (24,167 )
    Total shareholders’ deficit     (82,796 )     (52,577 )
    Total liabilities and shareholders’ deficit   $ 1,024,946     $ 1,098,930  
                       
    W&T OFFSHORE, INC.
    Condensed Consolidated Statements of Cash Flows
    (In thousands)
    (Unaudited)
                       
        Three Months Ended
        March 31,    December 31,    March 31, 
        2025     2024     2024  
    Operating activities:                  
    Net loss   $ (30,577 )   $ (23,362 )   $ (11,474 )
    Adjustments to reconcile net loss to net cash (used in) provided by operating activities:                  
    Depreciation, depletion, amortization and accretion     41,283       46,365       41,906  
    Share-based compensation     2,087       3,818       3,032  
    Amortization and write off of debt issuance costs     1,099       1,117       1,292  
    Loss on extinguishment of debt     15,015       —       —  
    Derivative loss (gain), net     2,757       2,113       (4,877 )
    Derivative cash (settlements) receipts, net     (5,326 )     (1,638 )     2,599  
    Deferred income (benefit) taxes     (5,517 )     (1,941 )     733  
    Changes in operating assets and liabilities:                  
    Accounts receivable     (1,935 )     (17,064 )     (17,362 )
    Prepaid expenses and other current assets     547       1,792       433  
    Accounts payable, accrued liabilities and other     (18,858 )     3,831       (852 )
    Asset retirement obligation settlements     (3,771 )     (19,348 )     (3,788 )
    Net cash (used in) provided by operating activities     (3,196 )     (4,317 )     11,642  
                       
    Investing activities:                  
    Investment in oil and natural gas properties and equipment     (6,665 )     (14,124 )     (7,080 )
    Acquisition of property interests     (400 )     —       (80,515 )
    Proceeds from sale of oil and natural gas properties     11,935       —       —  
    Insurance proceeds     58,500       —       —  
    Purchases of furniture, fixtures and other     (103 )     (19 )     (24 )
    Net cash provided by (used in) investing activities     63,267       (14,143 )     (87,619 )
                       
    Financing activities:                  
    Proceeds from issuance of long-term debt     350,000       —       —  
    Repayments of long-term debt     (384,264 )     (275 )     (275 )
    Purchase of government securities in connection with legal defeasance of 11.75% Senior Second Lien Notes     (5,889 )     —       —  
    Premium and debt extinguishment costs     (10,230 )     —       —  
    Debt issuance costs     (11,042 )     (183 )     (312 )
    Payment of dividends     (1,493 )     (1,475 )     (1,469 )
    Other     (223 )     (13 )     (483 )
    Net cash used in financing activities     (63,141 )     (1,946 )     (2,539 )
    Change in cash, cash equivalents and restricted cash     (3,070 )     (20,406 )     (78,516 )
    Cash, cash equivalents and restricted cash, beginning of period     110,555       130,961       177,755  
    Cash, cash equivalents and restricted cash, end of period   $ 107,485     $ 110,555     $ 99,239  

    W&T OFFSHORE, INC. AND SUBSIDIARIES
    Non-GAAP Information

    Certain financial information included in W&T’s financial results are not measures of financial performance recognized by accounting principles generally accepted in the United States, or GAAP. These non-GAAP financial measures are “Net Debt,” “Adjusted Net Loss,” “Adjusted EBITDA” and “Free Cash Flow” or are derivable from a combination of these measures. Management uses these non-GAAP financial measures in its analysis of performance. These disclosures may not be viewed as a substitute for results determined in accordance with GAAP and are not necessarily comparable to non-GAAP performance measures which may be reported by other companies. Prior period amounts have been conformed to the methodology and presentation of the current period.

    We calculate Net Debt as total debt (current and long-term portions), less cash and cash equivalents. Management uses Net Debt to evaluate the Company’s financial position, including its ability to service its debt obligations.

    Reconciliation of Net Loss to Adjusted Net Loss

    Adjusted Net Loss adjusts for certain items that the Company believes affect comparability of operating results, including items that are generally non-recurring in nature or whose timing and/or amount cannot be reasonably estimated. These items include loss on extinguishment of debt, unrealized commodity derivative gain, net, allowance for credit losses, non-recurring legal and IT-related costs, non-ARO P&A costs, and other which are then tax effected using the Federal Statutory Rate. Company management believes that this presentation is relevant and useful because it helps investors to understand the net loss of the Company without the effects of certain non-recurring or unusual expenses and certain income or loss that is not realized by the Company.

                       
        Three Months Ended
        March 31,    December 31,    March 31, 
        2025     2024     2024  
          (in thousands)
          (Unaudited)
    Net loss   $ (30,577 )   $ (23,362 )   $ (11,474 )
    Loss on extinguishment of debt     15,015       —       —  
    Unrealized commodity derivative gain, net     (882 )     (497 )     (1,122 )
    Allowance for credit losses     155       118       84  
    Non-recurring legal and IT-related costs     528       860       758  
    Non-ARO P&A costs     (197 )     (2,763 )     5,352  
    Other     (71 )     (1,302 )     (214 )
    Tax effect of selected items (1)     (3,055 )     753       (1,020 )
    Adjusted net loss   $ (19,084 )   $ (26,193 )   $ (7,636 )
                       
    Adjusted net loss per common share (basic and diluted)   $ (0.13 )   $ (0.18 )   $ (0.05 )
                       
    Weighted average shares outstanding (basic and diluted)     147,598       147,365       146,857  

    (1)   Selected items were tax effected with the Federal Statutory Rate of 21% for each respective period.

    W&T OFFSHORE, INC. AND SUBSIDIARIES
    Non-GAAP Information

    Adjusted EBITDA/ Free Cash Flow Reconciliations

    The Company also presents non-GAAP financial measures of Adjusted EBITDA and Free Cash Flow. The Company defines Adjusted EBITDA as net loss plus net interest expense, loss on extinguishment of debt, income tax (benefit) expense, depreciation, depletion and amortization, ARO accretion, excluding the unrealized commodity derivative gain, allowance for credit losses, non-cash incentive compensation, non-recurring legal and IT-related costs, non-ARO P&A costs, and other. Company management believes this presentation is relevant and useful because it helps investors understand W&T’s operating performance and makes it easier to compare its results with those of other companies that have different financing, capital and tax structures. Adjusted EBITDA should not be considered in isolation from or as a substitute for net income, as an indication of operating performance or cash flows from operating activities or as a measure of liquidity. Adjusted EBITDA, as W&T calculates it, may not be comparable to Adjusted EBITDA measures reported by other companies. In addition, Adjusted EBITDA does not represent funds available for discretionary use.

    The Company defines Free Cash Flow as Adjusted EBITDA (defined above), less capital expenditures, P&A costs and net interest expense (all on an accrual basis). For this purpose, the Company’s definition of capital expenditures includes costs incurred related to oil and natural gas properties (such as drilling and infrastructure costs and the lease maintenance costs) and equipment but excludes acquisition costs of oil and gas properties from third parties that are not included in the Company’s capital expenditures guidance provided to investors. Company management believes that Free Cash Flow is an important financial performance measure for use in evaluating the performance and efficiency of its current operating activities after the impact of accrued capital expenditures, P&A costs and net interest expense and without being impacted by items such as changes associated with working capital, which can vary substantially from one period to another. There is no commonly accepted definition of Free Cash Flow within the industry. Accordingly, Free Cash Flow, as defined and calculated by the Company, may not be comparable to Free Cash Flow or other similarly named non-GAAP measures reported by other companies. While the Company includes net interest expense in the calculation of Free Cash Flow, other mandatory debt service requirements of future payments of principal at maturity (if such debt is not refinanced) are excluded from the calculation of Free Cash Flow. These and other non-discretionary expenditures that are not deducted from Free Cash Flow would reduce cash available for other uses.

    The following table presents a reconciliation of the Company’s net loss income, a GAAP measure, to Adjusted EBITDA and Free Cash Flow, as such terms are defined by the Company:

                       
        Three Months Ended
        March 31,    December 31,    March 31, 
        2025     2024     2024  
        (in thousands)
        (Unaudited)
    Net loss   $ (30,577 )   $ (23,362 )   $ (11,474 )
    Interest expense, net     9,492       10,226       10,072  
    Loss on extinguishment of debt     15,015       —       —  
    Income tax (benefit) expense     (4,615 )     (1,849 )     1,045  
    Depreciation, depletion and amortization     32,891       38,208       33,937  
    Asset retirement obligations accretion     8,392       8,157       7,969  
    Unrealized commodity derivative gain, net     (882 )     (497 )     (1,122 )
    Allowance for credit losses     155       118       84  
    Non-cash incentive compensation     2,087       3,818       3,032  
    Non-recurring legal and IT-related costs     528       860       758  
    Non-ARO P&A costs     (197 )     (2,763 )     5,352  
    Other     (71 )     (1,302 )     (214 )
    Adjusted EBITDA   $ 32,218     $ 31,614     $ 49,439  
                       
    Capital expenditures, accrual basis (1)   $ (8,472 )   $ (12,228 )   $ (3,156 )
    Asset retirement obligation settlements     (3,771 )     (19,348 )     (3,788 )
    Interest expense, net     (9,492 )     (10,226 )     (10,072 )
    Free Cash Flow   $ 10,483     $ (10,188 )   $ 32,423  


    (1)     A reconciliation of the adjustment used to calculate Free Cash Flow to the Condensed Consolidated Financial Statements is included below:

                       
    Capital expenditures, accrual basis reconciliation                  
    Investment in oil and natural gas properties and equipment   $ (6,665 )   $ (14,124 )   $ (7,080 )
    Less: change in accrual for capital expenditures     1,807       (1,896 )     (3,924 )
    Capital expenditures, accrual basis   $ (8,472 )   $ (12,228 )   $ (3,156 )

    The following table presents a reconciliation of cash flow from operating activities, a GAAP measure, to Free Cash Flow, as defined by the Company:

                       
        Three Months Ended
        March 31,    December 31,    March 31,
        2025     2024     2024  
        (in thousands)
        (Unaudited)
    Net cash (used in) provided by operating activities   $ (3,196 )   $ (4,317 )   $ 11,642  
    Allowance for credit losses     155       118       84  
    Amortization of debt items     (1,099 )     (1,117 )     (1,292 )
    Non-recurring legal and IT-related costs     528       860       758  
    Current tax (benefit) expense (1)     902       92       312  
    Change in derivatives receivable (payable) (1)     1,687       (972 )     1,156  
    Non-ARO P&A costs     (197 )     (2,763 )     5,352  
    Changes in operating assets and liabilities, excluding asset retirement obligation settlements     20,246       11,441       17,781  
    Capital expenditures, accrual basis     (8,472 )     (12,228 )     (3,156 )
    Other     (71 )     (1,302 )     (214 )
    Free Cash Flow   $ 10,483     $ (10,188 )   $ 32,423  


    (1)     A reconciliation of the adjustments used to calculate Free Cash Flow to the Condensed Consolidated Financial Statements is included below:

                       
    Current tax (benefit) expense:                  
    Income tax (benefit) expense   $ (4,615 )   $ (1,849 )   $ 1,045  
    Less: Deferred income (benefit) taxes     (5,517 )     (1,941 )     733  
    Current tax expense   $ 902     $ 92     $ 312  
                       
    Changes in derivatives receivable (payable)                  
    Derivatives receivable (payable), end of period   $ 310     $ (1,377 )   $ 1,427  
    Derivatives payable (receivable), beginning of period     1,377       405       (271 )
    Change in derivatives receivable (payable)   $ 1,687     $ (972 )   $ 1,156  
         
    CONTACT: Al Petrie Sameer Parasnis
      Investor Relations Coordinator Executive VP and CFO
      investorrelations@wtoffshore.com sparasnis@wtoffshore.com
      713-297-8024 713-513-8654

    Source: W&T Offshore, Inc.

    Released May 6, 2025

    MIL OSI Economics –

    May 7, 2025
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