MIL-OSI USA: Robots, Rovers, and Regolith: NASA Brings Exploration to FIRST Robotics 2025

Source: NASA

What does the future of space exploration look like? At the 2025 FIRST Robotics World Championship in Houston, NASA gave student robotics teams and industry leaders a first-hand look—complete with lunar rovers, robotic arms, and real conversations about shaping the next era of discovery.

NASA engaged directly with the Artemis Generation, connecting with more than 55,000 students and 75,000 parents and mentors. Through interactive exhibits and discussions, students explored the agency’s robotic technologies, learned about STEM career paths and internships, and gained insight into NASA’s bold vision for the future. Many expressed interest in internships—and dreams of one day contributing to NASA’s missions to explore the unknown for the benefit of all humanity.
Multiple NASA centers participated in the event, including Johnson Space Center in Houston; Jet Propulsion Laboratory in Southern California; Kennedy Space Center in Florida; Langley Research Center in Virginia; Ames Research Center in California; Michoud Assembly Facility in New Orleans; Armstrong Flight Research Center in Edwards, California; Glenn Research Center in Cleveland; Goddard Space Flight Center in Greenbelt, Maryland; and the Katherine Johnson Independent Verification and Validation Facility in West Virginia. Each brought unique technologies and expertise to the exhibit floor.

Displays highlighted key innovations such as:

Space Exploration Vehicle: A pressurized rover prototype built for human exploration of planetary surfaces, offering attendees a look at how future astronauts may one day travel across the Moon or Mars.

Mars Perseverance Rover: An exhibit detailing the rover’s mission to search for ancient microbial life and collect samples for future return to Earth.

“These demonstrations help students see themselves in NASA’s mission and the next frontier of lunar exploration,” said Johnson Public Affairs Specialist Andrew Knotts. “They can picture their future as part of the team shaping how we live and work in space.”
Since the FIRST Championship relocated to Houston in 2017, NASA has mentored more than 250 robotics teams annually, supporting elementary through high school students. The agency continued that tradition for this year’s event, and celebrated the fusion of science, engineering, and creativity that defines both robotics and space exploration.

Local students also had the chance to learn about the Texas High School Aerospace Scholars program, which offers Texas high school juniors hands-on experience designing space missions and solving engineering challenges—an early gateway into NASA’s world of exploration.
As the competition came to a close, students and mentors were already looking ahead to the next season—energized by new ideas, strengthened friendships, and dreams of future missions.

“It was a true privilege to represent NASA to so many inspiring students, educators, and mentors,” said Jeanette Snyder, aerospace systems engineer for Gateway. “Not too long ago, I was a robotics student myself, and I still use skills I developed through FIRST Robotics in my work as a NASA engineer. Seeing so much excitement around engineering and technology makes me optimistic for the future of space exploration. I can’t wait to see these students become the next generation of NASA engineers and world changers.”
With the enthusiastic support of volunteers, mentors, sponsors, and industry leaders, and NASA’s continued commitment to STEM outreach, the future of exploration is in bold, capable hands.
See the full event come to life in the panorama videos below.

MIL OSI USA News –

May 1, 2025

MIL-OSI USA: 100 Days of Making America Safe Again

Source: US Federal Emergency Management Agency

Headline: 100 Days of Making America Safe Again

WASHINGTON – In just 100 days, President Trump and Secretary Noem have delivered major victories addressing the crisis at the southern border, removing violent criminal illegal aliens from American communities, and stopping the flow of illicit drugs into our homeland

He’s accomplished more in 100 days than most presidents achieve in an entire term

PROMISES MADE, PROMISES KEPT:

Thanks to President Trump, we have the most secure border in American history

On day one, President Trump declared a national emergency at the southern border

President Trump immediately reinstated “Remain in Mexico” and ended catch and release

Daily border encounters have plunged 95% since President Trump took office

Under President Trump’s leadership, Secretary Noem and Secretary Kennedy have reunited nearly 5,000 unaccompanied children with a safe relative or guardian

Migrants are turning BACK before they even reach our border— migration through Panama’s Darien Gap is down 99

99%

President Trump is finishing the border wall

The Department of Homeland Security (DHS) already has 85 miles of new construction either planned or under construction

United States (U

S

) Customs and Border Protection (CBP) and the U

S

Coast Guard (USCG) have seized nearly 232,000 pounds of fentanyl and other illicit drugs—stopping them from ever reaching American communities

President Trump is fulfilling his promise to carry out mass deportations—starting with the worst of the worst

The Trump Administration empowered our brave men and women in law enforcement to use common sense to do their jobs effectively

DHS repealed Biden-era rules that allowed criminal aliens to hide from law enforcement in places like schools and churches to avoid arrest

DHS returned to using the term “illegal alien” which is the statutory language

President Trump will not allow political correctness to hinder law enforcement

President Trump mobilized the federal government to help with immigration enforcement

DHS deputized the Texas National Guard, Drug Enforcement Administration (DEA), Bureau of Prisons, U

S

Marshals, the Bureau of Alcohol, Tobacco, Firearms and Explosives, members of the State Department and the Internal Revenue Service (IRS) to assist with immigration operations

Operation Tidal Wave, the first 287(g) enforcement operation coordinated with state and federal law enforcement partners, resulted in over 800 arrests

DHS has secured 579 signed agreements with state and local partnerships under 287(g)

President Trump and Secretary Noem are empowering state and local law enforcement to get these criminal illegal aliens off our streets

The Trump Administration has arrested over 158,000 illegal aliens in 2025 alone, including more than 600 members of Tren de Aragua

Under President Trump, U

S

Immigration Customs and Enforcement (ICE) is targeting the worst of the worst, 75% of their arrests are criminal illegal aliens with convictions or pending charges

To fulfill President Trump’s promise to carry out mass deportations, the administration is now detaining some of the most dangerous illegal aliens, including violent criminals and members of terrorist gangs, at Guantanamo Bay

At President Trump’s direction, DHS deported nearly 300 Tren de Aragua and MS-13 terrorists to the Terrorism Confinement Center (CECOT) Prison in El Salvador, where they no longer pose a threat to the American people

At President Trump’s direction, Secretary Noem launched a multimillion-dollar nationwide and international ad campaign, urging illegal aliens to leave the U

S

voluntarily or face deportation with no chance of return

President Trump ended the CBP One app that allowed more than one million aliens to illegally enter the U

S

The Trump Administration replaced this disastrous program with the CBP Home app, which has a new self-deportation reporting feature for aliens illegally in the country

So far, thousands of illegal aliens have used the app to self-deport

The Trump Administration is enforcing the Alien Registration Act which requires aliens to register with the federal government

If illegal aliens fail to comply, they face fines and imprisonment

Deportations have already exceeded 142,000—this is just the beginning

President Trump is putting the safety of Americans first and delivering justice for victims of illegal aliens and drug cartels

President Trump signed the Laken Riley Act, which mandates the federal detention of illegal aliens accused of theft, burglary, assaulting a law enforcement officer, or any crime resulting in death or serious bodily injury

President Trump designated international drug cartels and other criminal gangs, such as MS-13 and Tren de Aragua, as Foreign Terrorist Organizations

This enables a whole-of-government approach to dismantle their drug and human trafficking operations

The days of unchecked cartel and gang violence are over

The Trump Administration secured the extradition of 29 Mexican drug cartel members who are facing charges including racketeering, drug-trafficking, murder, illegal use of firearms, money laundering, and other crimes

Some of these individuals include:

Rafael Caro Quintero, alleged to have been among those responsible for the 1985 murder of DEA agent Enrique “Kiki” Camarena and others

This cartel kingpin unleashed violence, destruction, and death across the U

S

and Mexico and spent four decades atop DEA’s most wanted fugitives list

Martin Sotelo, alleged to have participated in the 2022 murder of Deputy Sheriff Ned Byrd

Antonio Oseguera Cervantes, alleged to have helped lead the Cártel de Jalisco Nueva Generación

Ramiro Perez Moreno and Lucio Hernandez Lechuga, alleged to be high-ranking members of Los Zetas

The Trump Administration extradited Eswin Mejia, an illegal alien arrested for killing 21-year-old Sarah Root in a drunk driving crash, from Honduras

President Trump reopened the Victims of Immigration Crime Engagement (VOICE) office, which was shuttered by the Biden Administration

President Trump and Secretary Noem are standing up for the victims of illegal alien crime and ensuring they have access to much needed resources and support they deserve

President Trump is restoring integrity and common sense to our legal immigration system

President Trump ended the broad abuse of humanitarian parole and returned the program to a case-by-case basis

As part of this effort, Secretary Noem terminated the Cuba, Haiti, Nicaragua, and Venezuela parole programs

President Trump restored integrity to our immigration system by returning the Temporary Protect Status (TPS) immigration program to its original status: temporary

No longer will this program be abused and exploited by illegal aliens

Secretary Noem rescinded the previous administration’s extension of Venezuelan, Haitian, and Afghan TPS

President Trump is returning common sense to our legal immigration system and national security by revoking visas of terrorist sympathizers

Those who glorify and support terrorists who kill Americans are not welcome in the U

S

Some examples include:

ICE arrested Mahmoud Khalil, a former Columbia University graduate student who led activities aligned with Hamas and passed out pro-Hamas propaganda flyers

Dr

Rasha Alawieh was deported after she admitted to attending the funeral of Hassan Nasrallah, a brutal terrorist who led Hezbollah and was responsible for killing hundreds of Americans

ICE arrested Badar Khan Suri, a Georgetown foreign exchange student whose father-in-law is a senior advisor to Hamas

To keep America safe, DHS is now conducting enhanced vetting of visa applicants, including monitoring foreign aliens’ social media accounts to identify any support for terrorist organizations

President Trump is using tariffs as a negotiating tool to force other countries to take decisive action that puts American safety, prosperity, and national security first

President Trump announced reciprocal tariffs on countries that have been ripping off America for years

Unfair trade practices made our supply chain dependent on foreign adversaries, eroded our industrial base, and hurt American workers

This has gravely impacted our national security

Now, President Trump is fighting back and putting America first

President Trump’s tariffs forced Mexico to deploy 10,000 troops on our southern border to stop the flow of fentanyl and illegal aliens into our country and Canada to add thousands of personnel to the northern border

Under President Trump, Secretary Noem refocused DHS to its core mission of protecting the American homeland and eliminating government waste

The USCG eliminated an ineffective information technology (IT) program, saving nearly $33 million, and is now focusing resources where they’re most needed to protect our homeland

The Trump Administration stopped aliens on the Terror Watchlist from receiving Medicaid benefits

Secretary Noem ended the Building Resilient Infrastructure and Communities (BRIC) FEMA grant program that was wasteful and ineffective

This resulted in nearly a billion dollars being directed to the Disaster Relief Fund

To stop policies that were magnets for illegal immigration, DHS froze all funding to non-governmental organizations that facilitate illegal immigration and announced a partnership with the U

S

Department of Housing and Urban Development to ensure taxpayer dollars do not go to housing illegal aliens

Secretary Noem ended collective bargaining for the Transportation Security Administration’s (TSA) Transportation Security Officers, which constrained TSA’s chief mission to safeguard our transportation systems and keep Americans safe

Bottom Line: President Trump campaigned on border security and immigration enforcement, the American people voted for it, and Secretary Noem and DHS are delivering beyond anyone’s expectations

President Trump and Secretary Noem will continue fighting every day to secure our border and keep American communities safe

This is just the beginning of a new Golden Age of America

MIL OSI USA News –

May 1, 2025

MIL-OSI: Sachem Capital Reports First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

BRANFORD, Conn., May 01, 2025 (GLOBE NEWSWIRE) — Sachem Capital Corp. (NYSE American: SACH) (the “Company”), a real estate lender specializing in originating, underwriting, funding, servicing, and managing a portfolio of loans secured by first mortgages on real property, today announced its financial results for the quarter ended March 31, 2025.

John Villano, CPA, Sachem Capital’s Chief Executive Officer commented, “The first quarter was one of stability for the Company as we put the challenges of the past year behind us. Our balance sheet showed almost no change from the prior quarter, as we remain focused on effectively managing our loan portfolio and protecting our capital. Our goal is to grow our balance sheet, capitalizing on quality opportunities to invest capital at attractive yields, while maintaining a prudent capital allocation approach. Overall, while uncertainty across the real estate and capital markets remain elevated, we are pleased with the stability of our portfolio and the liquidity on our balance sheet, and we are confident that cash flow and dividend growth will return as we leverage our industry relationships and focus on driving shareholder value.”

Results of operations for the quarter ended March 31, 2025

Total revenue was $11.4 million compared to $16.8 million in the first quarter of 2024. The change in revenue was primarily due to the cumulative effect of fewer originations over the last fifteen months, resulting in a reduction in the unpaid principal balance of loans held for investment, in addition to a currently elevated amount of nonperforming loans and real estate owned. On the other hand, income from our preferred membership limited liability company investments increased approximately 71.7%, compared to the three months ended March 31, 2024.

Total operating costs and expenses for the first quarter of 2025 were $10.4 million compared to $12.5 million in the same quarter last year. The change was primarily due to reductions in interest and amortization expense of $1.4 million, compensation and employee benefits, provision for credit losses related to loans, and other expenses totaling $0.8 million.

Net loss attributable to common shareholders for the first quarter of 2025 was $213,000, or $0.00 per share, compared to net income attributable to common shareholders of $3.6 million, or $0.08 per share for the first quarter of 2024.

Balance Sheet

Total assets as of March 31, 2025 were $491.4 million compared to $492.0 million as of December 31, 2024. Total liabilities as of March 31, 2025 were $312.1 million compared to $310.3 million as of December 31, 2024.

Total indebtedness at quarter-end was $305.6 million. This includes: $227.0 million of notes payable (net of $3.2 million of deferred financing costs) and $78.6 million aggregate outstanding principal amount of the amounts due under various credit facilities and the mortgage loan on the Company’s office building.

Total shareholders’ equity at March 31, 2025 was $179.3 million compared to $181.7 million at year-end 2024. Book value per common share at March 31, 2025 was $2.57 compared to $2.64 at year-end 2024. The $0.07 decrease in book value is primarily due to the aggregate $3.5 million in preferred and common dividends declared and paid during this first quarter 2025.

Dividends

The Company currently operates and qualifies as a Real Estate Investment Trust (REIT) for federal income taxes and intends to continue to qualify and operate as a REIT. Under federal income tax rules, a REIT is required to distribute a minimum of 90% of taxable income each year to its shareholders, and the Company intends to comply with this requirement for the current year.

On March 31, 2025, the Company paid a dividend of $0.484375 per share to the holders of its Series A Preferred Stock of record on March 15, 2025.

On March 31, 2025, the Company paid a dividend of $0.05 per share to its common shareholders of record on March 17, 2025.

Investor Conference Webcast and Call

The Company is hosting a webcast and conference call Thursday, May 1, 2025 at 8:00 a.m. Eastern Time, to discuss in greater detail its financial results for the quarter ended March 31, 2025. A webcast of the call may be accessed on the Company’s website at https://sachemcapitalcorp.com/investor-relations/events-and-presentations/default.aspx.

Interested parties can access the conference call via telephone by dialing toll free 1-877-704-4453 for U.S. callers or 1-201-389-0920 for international callers.

Replay

The webcast will also be archived on the Company’s website and a telephone replay of the call will be available through Thursday, May 15, 2025, and can be accessed by dialing 1-844-512-2921 for U.S. callers or 1-412-317-6671 for international callers and by entering replay passcode: 13752977.

About Sachem Capital Corp

Sachem Capital Corp. is a mortgage REIT that specializes in originating, underwriting, funding, servicing, and managing a portfolio of loans secured by first mortgages on real property. It offers short-term (i.e., three years or less) secured, nonbanking loans to real estate investors to fund their acquisition, renovation, development, rehabilitation, or improvement of properties. The Company’s primary underwriting criteria is a conservative loan to value ratio. The properties securing the loans are generally classified as residential or commercial real estate and, typically, are held for resale or investment. Each loan is secured by a first mortgage lien on real estate and is personally guaranteed by the principal(s) of the borrower. The Company also makes opportunistic real estate purchases apart from its lending activities.

Forward Looking Statements

This press release may contain forward-looking statements. All statements other than statements of historical facts contained in this press release, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations, are forward-looking statements. Such forward-looking statements are subject to several risks, uncertainties and assumptions as described in the Annual Report on Form 10-K for 2024 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2025. Because of these risks, uncertainties and assumptions, any forward-looking events and circumstances discussed in this press release may not occur. You should not rely upon forward-looking statements as predictions of future events. Neither the Company nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. The Company disclaims any duty to update any of these forward-looking statements. All forward-looking statements attributable to the Company are expressly qualified in their entirety by these cautionary statements as well as others made in this press release. You should evaluate all forward-looking statements made by the Company in the context of these risks and uncertainties.

Investor & Media Contact:
Email: investors@sachemcapitalcorp.com


SACHEM CAPITAL CORP. CONDENSED CONSOLIDATED BALANCE SHEETS *(in thousands, except share data)*


	March 31, 2025			December 31, 2024
	(unaudited)			(audited)
Assets
Cash and cash equivalents	$	24,414		$	18,066
Investment securities (at fair value)		1,392			1,517
Loans held for investment (net of deferred loan fees of $2,225 and $1,950)		365,635			375,041
Allowance for credit losses		(18,122	)		(18,470	)
Loans held for investment, net		347,513			356,571
Loans held for sale (net of valuation allowance of $4,876 and $4,880)		10,974			10,970
Interest and fees receivable (net of allowance of $2,981 and $3,133)		4,281			3,768
Due from borrowers (net of allowance of $1,956 and $1,135)		4,413			5,150
Real estate owned, net		18,865			18,574
Investments in limited liability companies		53,935			53,942
Investments in developmental real estate, net		16,432			14,032
Property and equipment, net		3,209			3,222
Other assets		5,967			6,164
Total assets	$	491,395		$	491,976

Liabilities and Shareholders’ Equity
Liabilities:
Notes payable (net of deferred financing costs of $3,232 and $3,713)	$	227,007		$	226,526
Repurchase agreements		41,519			33,708
Mortgage payable		981			1,002
Lines of credit		36,100			40,000
Accounts payable and accrued liabilities		2,705			4,377
Advances from borrowers		3,079			4,047
Below market lease intangible		665			665
Total liabilities		312,056			310,325

Commitments and Contingencies – Note 13

Shareholders’ equity:
Preferred shares – $0.001 par value; 5,000,000 shares authorized; 2,903,000 shares designated as Series A Preferred Stock; 2,306,748 shares of Series A Preferred Stock issued and outstanding at March 31, 2025 and December 31, 2024		2			2
Common Shares – $0.001 par value; 200,000,000 shares authorized; 47,310,139 and 46,965,306 issued and outstanding at March 31, 2025 and December 31, 2024, respectively		47			47
Additional paid-in capital		257,220			256,956
Cumulative net earnings		36,422			35,518
Cumulative dividends paid		(114,352	)		(110,872	)
Total shareholders’ equity		179,339			181,651
Total liabilities and shareholders’ equity	$	491,395		$	491,976


SACHEM CAPITAL CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS *(in thousands, except share and per share data)*


	Three Months Ended
	March 31,
	2025			2024
Revenues
Interest income from loans	$	7,887		$	12,641
Fee income from loans		1,425			2,616
Income from limited liability company investments		2,052			1,195
Other investment income		6			316
Other income		72			35
Total revenues		11,442			16,803

Operating expenses
Interest and amortization of deferred financing costs		6,094			7,469
Compensation and employee benefits		1,771			1,943
General and administrative expenses		1,355			1,239
Provision for credit losses related to loans held for investment		1,052			1,365
Change in valuation allowance related to loans held for sale		(4	)		—
Loss on sale of real estate owned and property and equipment, net		—			11
Other expenses		145			503
Total operating expenses		10,413			12,530
Operating income		1,029			4,273

Other (loss) income, net
(Loss) gain on equity securities		(125	)		397
Total other (loss) income, net		(125	)		397
Net income		904			4,670
Preferred stock dividend		(1,117	)		(1,022	)
Net (loss) income attributable to common shareholders	$	(213	)	$	3,648

Basic and diluted (loss) earnings per Common Share	$	(0.00	)	$	0.08
Basic and diluted weighted average Common Shares outstanding		46,784,744			47,128,511


SACHEM CAPITAL CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS *(in thousands)*


	Three Months Ended
	March 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	904		$	4,670
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred financing costs		545			624
Depreciation expense		92			94
Stock-based compensation		264			239
Provision for credit losses related to loans held for investment		1,052			1,365
Change in valuation allowance related to loans held for sale		(4	)		—
Loss on sale of real estate owned and property and equipment, net		—			11
Loss (gain) on equity securities		125			(397	)
Change in deferred loan fees		275			(291	)
Changes in operating assets and liabilities:
Interest and fees receivable, net		(361	)		392
Other assets		133			(63	)
Due from borrowers, net		(254	)		(1,038	)
Accounts payable and accrued liabilities		(1,612	)		433
Advances from borrowers		(968	)		(1,822	)
Total adjustments and operating changes		(713	)		(453	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		191			4,217

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investment securities		—			(7,725	)
Proceeds from the sale of investment securities		—			7,128
Purchase of interests in limited liability companies		(4,223	)		(3,186	)
Proceeds from limited liability companies returns of capital		4,230			—
Proceeds from sale of real estate owned		89			121
Acquisitions of and improvements to real estate owned		—			(749	)
Purchase of property and equipment		(41	)		(14	)
Improvements in investment in developmental real estate		(742	)		—
Principal disbursements for loans		(41,308	)		(42,654	)
Principal collections on loans		47,742			51,398
NET CASH PROVIDED BY INVESTING ACTIVITIES		5,747			4,319

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from lines of credit		36,100			460
Repayments on lines of credit		(40,000	)		(600	)
Proceeds from repurchase agreements		11,693			—
Repayments of repurchase agreements		(3,882	)		—
Repayment of mortgage payable		(21	)		(20	)
Dividends paid on Common Shares		(2,363	)		(5,144	)
Dividends paid on Series A Preferred Stock		(1,117	)		(1,022	)
Proceeds from issuance of Common Shares, net of expenses		—			2,049
Proceeds from issuance of Series A Preferred Stock, net of expenses		—			1,556
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		410			(2,721	)

NET INCREASE IN CASH AND CASH EQUIVALENTS		6,348			5,815

CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD		18,066			12,598

CASH AND CASH EQUIVALENTS – END OF PERIOD	$	24,414		$	18,413

The MIL Network –

May 1, 2025

MIL-OSI: Westhaven Announces Brokered Private Placement for Gross Proceeds of up to C$4.0 Million

Source: GlobeNewswire (MIL-OSI)

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

VANCOUVER, British Columbia, May 01, 2025 (GLOBE NEWSWIRE) — Westhaven Gold Corp. (TSX-V:WHN) (“Westhaven” or the “Company”) is pleased to announce that the Company has entered into an agreement with Red Cloud Securities Inc. (the “Agent”) to act as sole agent and bookrunner in connection with a best efforts, private placement (the “Offering“) for aggregate gross proceeds of up to C$4,000,000 from the sale of any combination of the following, provided that at least 50% of the gross proceeds of the Offering, which includes the potential gross proceeds of the Agent’s Option (as defined below), will be raised from the sale of Units (as defined herein):

units of the Company (each, a “Unit”) at a price of C$0.12 per Unit;

common shares of the Company that will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a “FT Share”) at a price of C$0.135 per FT Share; and

flow-through units of the Company to be sold to charitable purchasers (each, a “Charity FT Unit”, and collectively with the Units and FT Shares, the “Offered Securities”) at a price of C$0.18 per Charity FT Unit.

Each Unit will consist of one common share of the Company (each, a “Unit Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Charity FT Unit will consist of one FT Share and one half of one Warrant. Each whole Warrant shall entitle the holder to purchase one common share of the Company (each, a “Warrant Share”) at a price of C$0.18 at any time on or before that date which is 24 months after the closing date of the Offering.

The Agent will have an option, exercisable in full or in part, up to 48 hours prior to the closing of the Offering, to sell up to an additional C$600,000 in Offered Securities (the “Agent’s Option”).

The Offered Securities will be offered by way of the “accredited investor” and “minimum amount investment” exemptions under NI 45-106 in the provinces of Alberta, British Columbia, Manitoba, Ontario and Saskatchewan. The Units may also be sold in offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933 (the “U.S. Securities Act“), as amended. The Unit Shares, FT Shares and Warrant Shares issuable from the sale of Offered Securities will be subject to a hold period ending on the date that is four months plus one day following the closing date of the Offering under applicable Canadian securities laws.

The Company intends to use the net proceeds from the sale of Units for working capital and general corporate purposes. The gross proceeds from the issuance of the FT Shares will be used for Canadian exploration expenses on the Company’s projects in British Columbia and will qualify as “flow-through mining expenditures”, as defined in subsection 127(9) of the Income Tax Act (Canada) (the “Qualifying Expenditures”), which will be incurred on or before December 31, 2026 and renounced to the subscribers with an effective date no later than December 31, 2025 in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares.

The Offering is scheduled to close on or around May 15, 2025, or such other date as the Company and the Agent may agree, and is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the TSX Venture Exchange.

The Company will pay to the Agent a cash commission of 6% of the gross proceeds raised in respect of the Offering, including any exercise of the Agent’s Option (the “Agent’s Commission”). In addition, the Company will issue to the Agent warrants of the Company (each warrant, a “Broker Warrant”), exercisable for a period of 24 months following the Closing Date, to acquire in aggregate that number of common shares of the Company which is equal to 6% of the number of Offered Securities sold under the Offering, including any exercise of the Agent’s Option, at an exercise price equal to C$0.12 per common share.

To the extent that any directors and/or officers of the Company participate in the Offering, such participation will constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company expects any participation by directors and officers in the Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 based on the fact that neither the fair market value of the Units, FT Shares or Charity FT Units subscribed for by directors and officers, nor the consideration for such securities to be paid by them, will exceed 25% of the Company’s market capitalization.

The securities offered have not been, nor will they be, registered under the U.S. Securities Act, as amended, or any state securities law, and may not be offered, sold or delivered, directly or indirectly, within the United States, or to or for the account or benefit of U.S. persons, absent registration or an exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful.

On behalf of the Board of Directors

WESTHAVEN GOLD CORP.

“Gareth Thomas”

Gareth Thomas, Director

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

About Westhaven Gold Corp.

Westhaven is a gold-focused exploration company targeting low sulphidation, high-grade, epithermal style gold mineralization within Canada’s newest gold district, the Spences Bridge Gold Belt. Westhaven controls ~61,512 hectares (~615 square kilometres) within four gold properties spread along this underexplored belt. The Shovelnose Gold Project is the most advanced property, with an updated 2025 Preliminary Economic Assessment that validates the Project’s potential as a robust, low cost and high margin 11-year underground gold mining opportunity with average annual life-of-mine gold production of 56,000 ounces and having a Cdn$454 million after-tax NPV_6% and 43.2% IRR (base case parameters of US$2,400 per ounce gold, US$28 per ounce silver and CDN/US$ exchange rate of $0.72). Initial capital costs are projected to be Cdn$184 million with a payback period of 2.1 years. Please see Westhaven’s news release dated March 3rd, 2025 (Link: March 3, 2025 News Release) for details of the updated PEA. The technical report supporting this disclosure can be found under the Company’s profile on Sedar+ (www.sedarplus.ca) and on the Company’s website. The Shovelnose Gold Project is situated off a major highway, near power, rail, large producing mines, pipelines and within commuting distance from the city of Merritt, which translates into low-cost exploration and development. Qualified Person: The technical and scientific information in this news release has been reviewed and approved by Peter Fischl, P.Geo, who is a Qualified Person for the Company under the definitions established by National Instrument 43-101 Standards of Disclosure for Mineral Projects. Westhaven trades on the TSX Venture Exchange under the ticker symbol WHN. For further information, please call 604-681-5558 or visit Westhaven’s website at www.westhavengold.com.

Forward-Looking Statements:

This press release contains “forward-looking information” within the meaning of applicable Canadian and United States securities laws, which is based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. The forward-looking information included in this press release are made only as of the date of this press release. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning the Company’s expectations with respect to the Offering; the use of proceeds of the Offering; completion of the Offering and the date of such completion. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as “plans”, “expects”, “potential”, “is expected”, “anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and other factors include, among others, and without limitation: that the Offering may not close within the timeframe anticipated or at all or may not close on the terms and conditions currently anticipated by the Company for a number of reasons including, without limitation, as a result of the occurrence of a material adverse change, disaster, change of law or other failure to satisfy the conditions to closing of the Offering; the Company will not be able to raise sufficient funds to complete its planned exploration program; that the Company will not derive the expected benefits from its current program; the Company may not use the proceeds of the Offering as currently contemplated; the Company may fail to find a commercially viable deposit at any of its mineral properties; the Company’s plans may be adversely affected by the Company’s reliance on historical data compiled by previous parties involved with its mineral properties; mineral exploration and development are inherently risky industries; the mineral exploration industry is intensely competitive; additional financing may not be available to the Company when required or, if available, the terms of such financing may not be favourable to the Company; fluctuations in the demand for gold or gold prices generally; the Company may not be able to identify, negotiate or finance any future acquisitions successfully, or to integrate such acquisitions with its current business; the Company’s exploration activities are dependent upon the grant of appropriate licenses, concessions, leases, permits and regulatory consents, which may be withdrawn or not granted; the Company’s operations could be adversely affected by possible future government legislation, policies and controls or by changes in applicable laws and regulations; there is no guarantee that title to the properties in which the Company has a material interest will not be challenged or impugned; the Company faces various risks associated with mining exploration that are not insurable or may be the subject of insurance which is not commercially feasible for the Company; the volatility of global capital markets over the past several years has generally made the raising of capital more difficult; inflationary cost pressures may escalate the Company’s operating costs; compliance with environmental regulations can be costly; social and environmental activism can negatively impact exploration, development and mining activities; the success of the Company is largely dependent on the performance of its directors and officers; the Company’s operations may be adversely affected by First Nations land claims; the Company and/or its directors and officers may be subject to a variety of legal proceedings, the results of which may have a material adverse effect on the Company’s business; the Company may be adversely affected if potential conflicts of interests involving its directors and officers are not resolved in favour of the Company; the Company’s future profitability may depend upon the world market prices of gold; dilution from future equity financing could negatively impact holders of the Company’s securities; failure to adequately meet infrastructure requirements could have a material adverse effect on the Company’s business; the Company’s projects now or in the future may be adversely affected by risks outside the control of the Company; the Company is subject to various risks associated with climate change, the Company is subject to general global risks arising from epidemic diseases, the ongoing conflicts in Ukraine and the Middle East, rising inflation, tariffs and interest rates and the impact they will have on the Company’s operations, supply chains, ability to access mining projects or procure equipment, supplies, contractors and other personnel on a timely basis or at all is uncertain; as well as other risk factors in the Company’s other public filings available at www.sedarplus.ca. Readers are cautioned that this list of risk factors should not be construed as exhaustive. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. The Company cannot guarantee future results, performance, or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information. The Company undertakes no duty to update any of the forward-looking information to conform such information to actual results or to changes in the Company’s expectations, except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained in this offering document is expressly qualified by this cautionary statement.

The MIL Network –

May 1, 2025

MIL-OSI: FTC Solar Announces First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

First quarter revenue of $20.8 million, up 58% q/q, above target
Cost efficiencies drive operating expenses to multi-year low
Seeing increased customer interest and activity including bid activity up 60% y/y
Upsized promissory note offering expected to close in Q2
Strengthened Board of Directors with addition of two new members

AUSTIN, Texas, May 01, 2025 (GLOBE NEWSWIRE) — FTC Solar, Inc. (Nasdaq: FTCI), a leading provider of solar tracker systems, today announced financial results for the first quarter that ended March 31, 2025.

“We’re pleased to report first quarter results which were ahead of target mid-points on all metrics,” said Yann Brandt, President and Chief Executive Officer of FTC Solar. “In recent months we have added multiples of our current annual revenue run rate to our backlog, signed agreements totaling more than 6.5 gigawatts with Tier 1 customers, added incremental liquidity for our balance sheet, strengthened our sales team, further strengthened our product offering and capabilities, and increased our commercial traction with bids on many gigawatts of future projects.

“Much of our recent momentum has been driven by the significant expansion of our innovative and differentiated 1P product line, including high wind offerings up to 150mph, terrain-following options, large stow range, compatibility across module manufacturers and types, and the upcoming availability of 100% domestic content. This compelling product line has helped drive significant increases in customer visits, bidding volume, average project size and customer access.

“Overall, I’m bullish on the long-term potential and prospects for FTC Solar. We’re well positioned in a growth market to take significant share, with the right combination of people and products, providing the best value for our customers. Our priority is to demonstrate continued progress and convert the increased customer interest and wins into sustainable growth and profitability.”

Summary Financial Performance: Q1 2025 compared to Q1 2024

	U.S. GAAP						Non-GAAP^(c)
	Three months ended March 31,
(in thousands, except per share data)	2025			2024			2025			2024
Revenue	$	20,803		$	12,587		$	20,803		$	12,587
Gross margin percentage		(16.6	%)		(16.7	%)		(14.4	%)		(13.7	%)
Total operating expenses	$	7,113		$	10,394		$	6,645		$	8,702
Loss from operations^(a)	$	(10,560	)	$	(12,502	)	$	(9,750	)	$	(10,655	)
Net loss	$	(3,819	)	$	(8,771	)	$	(10,801	)	$	(10,873	)
Diluted loss per share^(b)	$	(0.58	)	$	(0.70	)	$	(0.84	)	$	(0.87	)

	(a)		Adjusted EBITDA for Non-GAAP
	(b)		Prior year amounts per share have been revised to reflect the 1-for-10 reverse stock split, effective November 29, 2024
	(c)		See below for reconciliation of Non-GAAP financial measures to the nearest comparable GAAP measures

The contracted portion of the company’s backlog¹ now stands at approximately $482 million.

First Quarter Results
Total first-quarter revenue was $20.8 million, which was above our target range. This revenue level represents an increase of 57.6% compared to the prior quarter and an increase of 65.3% compared to the year-earlier quarter due to higher product volumes.

GAAP gross loss was $3.4 million, or 16.6% of revenue, compared to gross loss of $3.8 million, or 29.1% of revenue, in the prior quarter. Non-GAAP gross loss was $3.0 million or 14.4% of revenue. The result for this quarter compares to non-GAAP gross loss of $1.7 million in the prior-year period.

GAAP operating expenses were $7.1 million. On a non-GAAP basis, operating expenses were $6.6 million. This result compares to non-GAAP operating expenses of $8.7 million in the year-ago quarter. 

GAAP net loss was $3.8 million or $0.58 per diluted share, compared to a loss of $12.2 million or $0.96 per diluted share in the prior quarter and a net loss of $8.8 million or $0.70 per diluted share (post-split) in the year-ago quarter. Adjusted EBITDA loss, which excludes an approximate $5.9 million net gain from the change in fair value of the warrant liability, gain from collection of a contingent earnout payment and other non-cash items, was $9.8 million, compared to Adjusted EBITDA losses of $9.8 million⁽²⁾ in the prior quarter and $10.7 million in the year-ago quarter.

Subsequent Events
The company announced today the appointments of Darrell Jackson and Max Sultan to its Board of Directors. The appointments were effective as of April 28, 2025.

Mr. Jackson brings more than 30 years of executive and Board leadership experience to FTC Solar. He has been the CEO of The Efficace Group, an executive coaching and consulting firm, since 2018. Prior to Efficace, he served as President and CEO of Seaway Bank and Trust Company. Earlier in his career, he spent more than 19 years at Northern Trust Company, serving in various roles, including as EVP and President of Wealth Management, and spent approximately 14 years with BMO Harris. Mr. Jackson currently serves on the Janus Henderson Funds Board of Trustees, is an independent director for Amalgamated Financial Corporation, and is on the Board of Directors of two privately held companies, Dome Construction, Inc., and William R. Gray and Company. Mr. Jackson earned a BA in Communications from St. Xavier University and holds an Executive MBA degree from the Kellogg Graduate School of Management at Northwestern University.

Mr. Sultan is currently a partner at Applied Value Group, a strategy and operations management consulting firm, having joined the firm in August 2013. He has led consulting engagements on issues including sourcing and supply chain, product design and innovation, and commercial excellence, and has worked with several renewable energy clients. Mr. Sultan has been a member of the Board of Directors of ES Solar, a private residential and commercial installer based in Utah since June 2023. He has previously served on the Boards of Applied Value Technologies and Division 5, LLC. Mr. Sultan holds a Bachelor of Business Administration degree from the Goizueta Business School at Emory University. Mr. Sultan was nominated to the Board by AV Securities, Inc., pursuant to the terms of the Promissory Note placement which closed in December 2024.

Outlook
For the second quarter, we expect revenue at the midpoint of our guidance range to show continued sequential growth relative to the first quarter. We continue to expect 2025 revenue to be weighted toward the second half and continue to expect to achieve adjusted EBITDA breakeven on a quarterly basis within 2025.

(in millions)	1Q’25 Guidance	1Q’25 Actual	2Q’25 Guidance⁽³⁾
Revenue	$18.0 – $20.0	$20.8	$19.0 – $24.0
Non-GAAP Gross Loss	$(4.8) – $(2.3)	$(3.0)	$(4.4) – $(2.0)
Non-GAAP Gross Margin	(26.6%) – (11.7%)	(14.4%)	(23.4%) – (8.5%)
Non-GAAP operating expenses	$7.7 – $8.4	$6.6	$7.8 – $8.6
Non-GAAP adjusted EBITDA	$(13.3) – $(10.0)	$(9.8)	$(13.3) – $(10.0)

First Quarter 2025 Earnings Conference Call
FTC Solar’s senior management will host a conference call for members of the investment community at 8:30 a.m. E.T. today, during which the company will discuss its first quarter results, its outlook and other business items. This call will be webcast and can be accessed within the Investor Relations section of FTC Solar’s website at https://investor.ftcsolar.com. A replay of the conference call will also be available on the website for 30 days following the webcast.

About FTC Solar Inc.
Founded in 2017 by a group of renewable energy industry veterans, FTC Solar is a global provider of solar tracker systems, technology, software, and engineering services. Solar trackers significantly increase energy production at solar power installations by dynamically optimizing solar panel orientation to the sun. FTC Solar’s innovative tracker designs provide compelling performance and reliability, with an industry-leading installation cost-per-watt advantage.

Footnotes
^{1. The term ‘backlog’ or ‘contracted and awarded’ refers to the combination of our executed contracts (contracted) and awarded orders (awarded), which are orders that have been documented and signed through a contract, where we are in the process of documenting a contract but for which a contract has not yet been signed, or that have been awarded in writing or verbally with a mutual understanding that the order will be contracted in the future. In the case of certain projects, including those that are scheduled for delivery on later dates, we have not locked in binding pricing with customers, and we instead use estimated average selling price to calculate the revenue included in our contracted and awarded orders for such projects. Actual revenue for these projects could differ once contracts with binding pricing are executed, and there is also a risk that a contract may never be executed for an awarded but uncontracted project, or that a contract may be executed for an awarded but uncontracted project at a date that is later than anticipated, or that a contract once executed may be subsequently amended, supplemented, rescinded, cancelled or breached, including in a manner that impacts the timing and amounts of payments due thereunder, thus reducing anticipated revenues. Please refer to our SEC filings, including our Form 10-K, for more information on our contracted and awarded orders, including risk factors.}
^{2. A reconciliation of prior quarter Non-GAAP financial measures to the nearest comparable GAAP measures may be found in Exhibit 99.1 of our Form 8-K filed on March 31, 2025.}
^{3. We do not provide a quantitative reconciliation of our forward-looking non-GAAP guidance measures to the most directly comparable GAAP financial measures because certain information needed to reconcile those measures is not available without unreasonable efforts due to the inherent difficulty in forecasting and quantifying these measures as a result of changes in project schedules by our customers that may occur, which are outside of our control, and the impact, if any, of credit loss provisions, asset impairment charges, restructuring or changes in the timing and level of indirect or overhead spending, as well as other matters, that could occur which could significantly impact the related GAAP financial measures.}

Forward-Looking Statements
This press release contains forward looking statements. These statements are not historical facts but rather are based on our current expectations and projections regarding our business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates” and similar expressions are used to identify these forward-looking statements. These statements are only predictions and as such are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, including, without limitation, the risks and uncertainties described in more detail above and in our filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”), our Quarterly Reports on Form 10-Q, and other documents, including Current Reports on Form 8-K, that we have filed, or will file, with the SEC. You should not rely on our forward-looking statements as predictions of future events, as actual results may differ materially from those in the forward-looking statements as a result of certain risks and uncertainties, including, without limitation, the risks and uncertainties described in more detail above and in our filings with the SEC, including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K filed with the SEC, our Quarterly Reports on Form 10-Q, and other documents, including Current Reports on Form 8-K, that we have filed, or will file, with the SEC. Any forward-looking statements in this release speak only as of the date on which they are made. FTC Solar undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations, except as required by law.

FTC Solar Investor Contact:
Bill Michalek
Vice President, Investor Relations
FTC Solar
T: (737) 241-8618
E: IR@FTCSolar.com


FTC Solar, Inc. Condensed Consolidated Statements of Comprehensive Loss (unaudited)

	Three months ended March 31,
(in thousands, except shares and per share data)	2025			2024
Revenue:
Product	$	18,202		$	10,905
Service		2,601			1,682
Total revenue		20,803			12,587
Cost of revenue:
Product		20,111			12,367
Service		4,139			2,328
Total cost of revenue		24,250			14,695
Gross loss		(3,447	)		(2,108	)
Operating expenses
Research and development		924			1,439
Selling and marketing		1,136			2,388
General and administrative		5,053			6,567
Total operating expenses		7,113			10,394
Loss from operations		(10,560	)		(12,502	)
Interest expense		(711	)		(317	)
Interest income		6			181
Gain from disposal of investment in unconsolidated subsidiary		3,204			4,085
Gain from change in fair value of warrant liability		4,604			—
Other income, net		4			36
Loss from unconsolidated subsidiary		(112	)		(265	)
Loss before income taxes		(3,565	)		(8,782	)
(Provision for) benefit from income taxes		(254	)		11
Net loss		(3,819	)		(8,771	)
Other comprehensive income (loss):
Foreign currency translation adjustments		28			(181	)
Comprehensive loss	$	(3,791	)	$	(8,952	)
Net loss per share:
Basic(*)	$	(0.30	)	$	(0.70	)
Diluted(*)	$	(0.58	)	$	(0.70	)
Weighted-average common shares outstanding:
Basic(*)		12,888,695			12,556,938
Diluted(*)		14,588,972			12,556,938

___________

(*)	Prior year amounts per share and number of shares, as applicable, have been revised to reflect the 1-for-10 reverse stock split, effective November 29, 2024.


FTC Solar, Inc. Condensed Consolidated Balance Sheets (unaudited)

(in thousands, except shares and per share data)	March 31, 2025			December 31, 2024
ASSETS
Current assets
Cash and cash equivalents	$	5,909		$	11,247
Accounts receivable, net of allowance for credit losses of $1,625 and $1,717 at March 31, 2025 and December 31, 2024, respectively		44,238			39,709
Inventories		6,828			10,144
Prepaid and other current assets		14,123			15,028
Total current assets		71,098			76,128
Operating lease right-of-use assets		959			1,149
Property and equipment, net		1,951			2,217
Goodwill		7,173			7,139
Equity method investment		842			954
Other assets		2,038			2,341
Total assets	$	84,061		$	89,928
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	14,636		$	12,995
Accrued expenses		23,245			20,134
Income taxes payable		407			325
Deferred revenue		2,237			5,306
Other current liabilities		10,373			10,313
Total current liabilities		50,898			49,073
Long-term debt		10,169			9,466
Operating lease liability, net of current portion		344			411
Warrant liability		4,916			9,520
Other non-current liabilities		2,206			2,422
Total liabilities		68,533			70,892
Commitments and contingencies
Stockholders’ equity
Preferred stock par value of $0.0001 per share, 10,000,000 shares authorized; none issued as of March 31, 2025 and December 31, 2024		—			—
Common stock par value of $0.0001 per share, 850,000,000 shares authorized; 13,068,309 and 12,853,823 shares issued and outstanding as of March 31, 2025 and December 31, 2024		1			1
Treasury stock, at cost; 1,076,257 shares as of March 31, 2025 and December 31, 2024		—			—
Additional paid-in capital		367,601			367,318
Accumulated other comprehensive loss		(514	)		(542	)
Accumulated deficit		(351,560	)		(347,741	)
Total stockholders’ equity		15,528			19,036
Total liabilities and stockholders’ equity	$	84,061		$	89,928


FTC Solar, Inc. Condensed Consolidated Statements of Cash Flows (unaudited)

	Three months ended March 31,
(in thousands)	2025			2024
Cash flows from operating activities
Net loss	$	(3,819	)	$	(8,771	)
Adjustments to reconcile net loss to cash used in operating activities:
Stock-based compensation		280			1,639
Depreciation and amortization		302			404
Gain from change in fair value of warrant liability		(4,604	)		—
Gain from sale of property and equipment		(3	)		—
Amortization of debt discount and issue costs		210			177
Paid-in-kind non-cash interest		492			—
Provision (credit) for obsolete and slow-moving inventory		—			177
Loss from unconsolidated subsidiary		112			265
Gain from disposal of investment in unconsolidated subsidiary		(3,204	)		(4,085	)
Warranties issued and remediation added		1,045			838
Warranty recoverable from manufacturer		80			98
Credit loss provisions(reversals)		(92	)		670
Deferred income taxes		426			225
Lease expense and other		327			309
Impact on cash from changes in operating assets and liabilities:
Accounts receivable		(4,437	)		(1,770	)
Inventories		3,316			(116	)
Prepaid and other current assets		918			45
Other assets		(216	)		(226	)
Accounts payable		1,688			3,989
Accruals and other current liabilities		2,539			(6,200	)
Deferred revenue		(3,069	)		1,285
Other non-current liabilities		(415	)		(523	)
Lease payments and other, net		(359	)		(287	)
Net cash used in operations		(8,483	)		(11,857	)
Cash flows from investing activities:
Purchases of property and equipment		(83	)		(432	)
Proceeds from sale of property and equipment		3			—
Equity method investment in Alpha Steel		—			(1,035	)
Proceeds from disposal of investment in unconsolidated subsidiary		3,204			4,085
Net cash provided by investing activities		3,124			2,618
Cash flows from financing activities:
Proceeds from stock option exercises		3			—
Net cash provided by financing activities		3			—
Effect of exchange rate changes on cash, cash equivalents and restricted cash		18			(59	)
Decrease in cash, cash equivalents and restricted cash		(5,338	)		(9,298	)
Cash and cash equivalents at beginning of period		11,247			25,235
Cash, cash equivalents and restricted cash at end of period	$	5,909		$	15,937

Notes to Reconciliations of Non-GAAP Financial Measures to Nearest Comparable GAAP Measures

We utilize Adjusted EBITDA, Adjusted Net Loss, and Adjusted EPS as supplemental measures of our performance. We define Adjusted EBITDA as net loss plus (i) provision for (benefit from) income taxes, (ii) interest expense, net, (iii) depreciation expense, (iv) amortization of intangibles, (v) stock-based compensation, (vi) loss from changes in fair value of our warrant liability, and (vii) Chief Executive Officer (“CEO”) transition costs, non-routine legal fees, costs associated with our reverse stock split, severance and certain other costs (credits). We also deduct the contingent gains arising from earnout payments and project escrow releases relating to the disposal of our investment in an unconsolidated subsidiary and gains from changes in fair value of our warrant liability from net loss in arriving at Adjusted EBITDA. We define Adjusted Net Loss as net loss plus (i) amortization of debt discount and issue costs and intangibles, (ii) stock-based compensation, (iii) loss from changes in fair value of our warrant liability, (iv) CEO transition costs, non-routine legal fees, costs associated with our reverse stock split, severance and certain other costs (credits), and (v) the income tax expense (benefit) of those adjustments, if any. We also deduct the contingent gains arising from earnout payments and project escrow releases relating to the disposal of our investment in an unconsolidated subsidiary and gains from change in fair value of our warrant liability from net loss in arriving at Adjusted Net Loss. Adjusted EPS is defined as Adjusted Net Loss on a per share basis using our weighted average diluted shares outstanding.

Non-GAAP gross profit (loss), Non-GAAP operating expense, Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS are intended as supplemental measures of performance that are neither required by, nor presented in accordance with, U.S. generally accepted accounting principles (“GAAP”). We present these non-GAAP measures, many of which are commonly used by investors and analysts, because we believe they assist those investors and analysts in comparing our performance across reporting periods on an ongoing basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS to evaluate the effectiveness of our business strategies.

Non-GAAP gross profit (loss), Non-GAAP operating expense, Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP, and you should not rely on any single financial measure to evaluate our business. These Non-GAAP financial measures, when presented, are reconciled to the most closely applicable GAAP measure as disclosed below.

The following table reconciles Non-GAAP gross profit (loss) to the most closely related GAAP measure for the three months ended March 31, 2025 and 2024, respectively:

	Three months ended March 31,
(in thousands, except percentages)	2025			2024
U.S. GAAP revenue	$	20,803		$	12,587
U.S. GAAP gross loss	$	(3,447	)	$	(2,108	)
Depreciation expense		173			168
Stock-based compensation		243			216
Severance costs		34			—
Non-GAAP gross loss	$	(2,997	)	$	(1,724	)
Non-GAAP gross margin percentage		(14.4	%)		(13.7	%)

The following table reconciles Non-GAAP operating expenses to the most closely related GAAP measure for the three months ended March 31, 2025 and 2024, respectively:

	Three months ended March 31,
(in thousands)	2025			2024
U.S. GAAP operating expenses	$	7,113		$	10,394
Depreciation expense		(129	)		(102	)
Amortization expense		—			(134	)
Stock-based compensation		(37	)		(1,423	)
CEO transition		(160	)		—
Non-routine legal fees		—			(33	)
Reverse stock split		(1	)		—
Severance costs		(141	)		—
Non-GAAP operating expenses	$	6,645		$	8,702

The following table reconciles Non-GAAP Adjusted EBITDA to the related GAAP measure of loss from operations for the three months ended March 31, 2025 and 2024, respectively:

	Three months ended March 31,
(in thousands)	2025			2024
U.S. GAAP loss from operations	$	(10,560	)	$	(12,502	)
Depreciation expense		302			270
Amortization expense		—			134
Stock-based compensation		280			1,639
CEO transition		160			—
Non-routine legal fees		—			33
Reverse stock split		1			—
Severance costs		175			—
Other income, net		4			36
Loss from unconsolidated subsidiary		(112	)		(265	)
Adjusted EBITDA	$	(9,750	)	$	(10,655	)

The following table reconciles Non-GAAP Adjusted EBITDA and Adjusted Net Loss to the related GAAP measure of net loss for the three months ended March 31, 2025 and 2024, respectively:

	Three months ended March 31,
	2025						2024
(in thousands, except shares and per share data)	Adjusted EBITDA			Adjusted Net Loss			Adjusted EBITDA			Adjusted Net Loss
Net loss per U.S. GAAP	$	(3,819	)	$	(3,819	)	$	(8,771	)	$	(8,771	)
Reconciling items –
Provision for (benefit from) income taxes		254			—			(11	)		—
Interest expense		711			—			317			—
Interest income		(6	)		—			(181	)		—
Amortization of debt discount and issue costs in interest expense		—			210			—			177
Depreciation expense		302			—			270			—
Amortization of intangibles		—			—			134			134
Stock-based compensation		280			280			1,639			1,639
Gain from disposal of investment in unconsolidated subsidiary^(a)		(3,204	)		(3,204	)		(4,085	)		(4,085	)
Gain from change in fair value of warrant liability^(b)		(4,604	)		(4,604	)		—			—
CEO transition^(c)		160			160			—			—
Non-routine legal fees^(d)		—			—			33			33
Reverse stock split^(e)		1			1			—			—
Severance costs^(f)		175			175			—			—
Adjusted Non-GAAP amounts	$	(9,750	)	$	(10,801	)	$	(10,655	)	$	(10,873	)

Adjusted Non-GAAP net loss per share (Adjusted EPS):
Basic^(g)	N/A			$	(0.84	)	N/A			$	(0.87	)
Diluted^(g)	N/A			$	(0.84	)	N/A			$	(0.87	)

Weighted-average common shares outstanding:
Basic^(g)	N/A				12,888,695		N/A				12,556,938
Diluted^(g)	N/A				12,888,695		N/A				12,556,938

(a)	We exclude the gain from collections of contingent contractual amounts arising from the sale in 2021 of our investment in an unconsolidated subsidiary as these amounts are not considered part of our normal ongoing operations.
(b)	We exclude non-cash changes in the fair value of our outstanding warrants as we do not consider such changes to impact or reflect changes in our core operating performance.
(c)	In connection with hiring a new CEO in August 2024, we agreed to upfront and incremental sign-on bonuses (collectively, the “sign-on bonuses”), a portion of which was paid to our CEO in 2024, with clawback provisions over the next two years, and a portion of which will be paid in 2025 and 2026, all contingent upon continued employment as of the payment date. These sign-on bonuses will be expensed each period through October 1, 2026, to reflect the required service periods. We do not view these sign-on bonuses as being part of the normal on-going compensation arrangements for our CEO.
(d)	Non-routine legal fees represent legal fees and other costs incurred for specific matters that were not ordinary or routine to the operations of the business.
(e)	We incurred incremental professional fees in 2025 relating to final reconciliation of information relating to our stock compensation awards as a result of the Reverse Stock Split that was consummated effective November 29, 2024.
(f)	Severance costs in 2025 were due to restructuring changes.
(g)	Prior year shares and amounts, as applicable, have been revised to reflect the 1-for-10 reverse stock split, effective November 29, 2024.

The MIL Network –

May 1, 2025

MIL-OSI USA: Governor Newsom announces appointments 4.29.25

Source: US State of California 2

Apr 29, 2025

SACRAMENTO – Governor Gavin Newsom today announced the following appointments:

Kristina “Kris” Thayer, of Raleigh, North Carolina, has been appointed Director of The Office of Environmental Health Hazard Assessment. Thayer has been Director of the Director of the Integrated Risk Information System Division at the United States Environmental Protection Agency since 2019, where she has held multiple positions since 2017, including Director of the Integrated Risk Information System and Director of the Chemical and Pollution Assessment Division. She held multiple positions at the National Toxicology Program at the National Institute of Environmental Health Sciences from 2003 to 2017, including Deputy Director of the Division of Analysis, Director of the Office of Health Assessment and Translation, Director of the Center for the Evaluation of Risks to Human Reproduction, Staff Scientist at the Center for the Evaluation of Risk to Human Reproduction, Deputy Director of the Office of Risk Assessment Research, and Staff Scientist in the Office of Liaison and Scientific Review. Thayer is a member of the Society of Toxicology. She earned a Doctor of Philosophy degree in Biological Sciences from the University of Missouri, Columbia and a Bachelor of Science degree in Psychology from Pennsylvania State University, University Park. This position requires Senate confirmation, and compensation is $217,000. Thayer is a Democrat.

Jason D. Johnson, of Redlands, has been appointed Undersecretary of Operations at the California Department of Corrections and Rehabilitation. Johnson has been Acting Undersecretary of Operations since 2024 at the California Department of Corrections and Rehabilitation, where he has held several positions since 2006, including Director of the Division of Adult Parole Operations, Chief Deputy Regional Administrator, Parole Administrator I, Parole Agent III Supervisor, Parole Agent II Supervisor, and Parole Agent I. Johnson was a Probation Officer II at San Bernardino County Probation Department from 2001 to 2006. He is a member of the Los Angeles County Police Chiefs’ Association, the Orange County Chiefs’ and Sherriffs’ Association, and the National Association of Blacks in Criminal Justice. Johnson earned a Master of Business Administration from the University of Redlands and a Bachelor of Arts in Criminal Justice from California State University, Fullerton. This position requires Senate confirmation, and the compensation is $239,796. Johnson is a Democrat.

Joshua Prudhel, of Ceres, has been appointed Warden of Sierra Conservation Center, where he has been serving as Acting Warden since 2024. Prudhel was Chief Deputy Administrator at California State Prison, Sacramento from 2022 to 2024. He was a Correctional Administrator at California State Prison, Corcoran in 2022. Prudhel was Acting Chief Deputy Administrator at Correctional Training Facility from 2021 to 2022. He was a Correctional Administration at California State Prison, Corcoran from 2020 to 2021. Prudhel was Captain at California Health Care Facility from 2016 to 2020, where he was previously a Correctional Lieutenant from 2014 to 2016. He was a Correctional Lieutenant at California State Prison, Corcoran from 2011 to 2014, where he was previously a Correctional Sergeant from 2008 to 2011. Prudhel was a Correctional Sergeant at Deuel Vocational Institution from 2007 to 2008, and at Correctional Training Facility from 2005 to 2007. He was a Correctional Officer at San Quentin Rehabilitation Center from 2003 to 2005, and at Richard A. Mcgee Correctional Training Center from 2002 to 2003. Prudhel is a member of the California Correctional Supervisors Organization. This position does not require Senate confirmation, and the compensation is $193,524. Prudhel is a Republican.

Megan Mekelburg, of Sacramento, has been appointed Deputy Secretary for Legislation at the California Natural Resources Agency. Mekelburg has been Deputy Appointments Secretary in the Office of Governor Gavin Newsom since 2024. She was Senior Associate at Environmental & Energy Consulting from 2023 to 2024. Mekelburg was Legislative Director in the Office of Senator Aisha Wahab in the California State Senate in 2023. She held multiple roles in the Office of Senator Josh Newman in the California State Senate from 2021 to 2023, including Legislative Director and Acting Chief of Staff. Mekelburg held multiple roles in the Office of Senator Henry Stern in the California State Senate from 2019 to 2021, including Legislative Aide and Executive Assistant. She earned a Master of Arts degree in Public Policy and Administration from California State University, Sacramento and a Bachelor of Arts degree in Sociology from University of California, Davis. This position does not require Senate confirmation, and the compensation is $160,008. Mekelburg is a Democrat.

Matthew Sage, of Fair Oaks, has been appointed Commander of the State Threat Assessment Center at the Governor’s Office of Emergency Services. Sage has been the Deputy Commander of Intel/Analysis at the Governor’s Office of Emergency Services since 2023. He was an Account Executive at Echo Analytics Group from 2021 to 2022. He was a Supervisory Intelligence Specialist at the Department of the Army from 2015 to 2021. Sage was an Operations and Integrations Officer at Dyncorp International from 2012 to 2015. He was a Staff Officer at Sytera LLC. from 2011 to 2012. Sage was an Atmospherics Manager at AECOM/McNeill Technologies in 2011. He served as rank E-5 in the United States Army from 2006 to 2010. This position does not require Senate confirmation, and the compensation is $161,062. Sage is registered without party preference.

Davina Hurt, of Belmont, has been appointed to the California Water Commission. Hurt has been the California Climate Policy Director at Pacific Environment since 2025. She was an Attorney/Civic Advocate at Davina Hurt Esq. from 2005 to 2024. Hurt held multiple positions with the City of Belmont from 2015 to 2024, including Mayor, Vice Mayor, and City Councilmember. She was a Campaign Manager at the Democratic Volunteer Center from 2014 to 2015. Hurt was a Securities Case Assistant at Heller Ehrman White and McAuliffe LLP from 2004 to 2005. She was a Senior Counsel and Civic Advocate at Tyson and Mendes LLP in 2004. Hurt was a Law Clerk at Bay Area Legal Aid from 2002 to 2004. She was a Law Clerk at the United States District Court for Northern District of California from 2002 to 2003. Hurt was a Summer Associate at Milberg, Weiss, Bershad, Hynes & Lerach LLP in 2002. She earned a Juris Doctor Degree from Santa Clara University School of Law and a Bachelor of the Arts degree in History and Political Science from Baylor University. This position requires Senate confirmation, and compensation is $100 per diem. Hurt is a Democrat.

Peter Stern, of San Francisco, has been appointed to the California Horse Racing Board. Stern has been Chief Revenue Officer at Skedulo and an Advisor at Berkeley SkyDeck since 2025. He held several roles at Authorium from 2024 to 2025, including Advisor and Executive Vice President. He was the Co-Founder of VoiceBrain from 2021 to 2023. He was a Commissioner at California State Lottery Commission from 2019 to 2022. He held several positions at Inxeption from 2017 to 2021, including Executive Vice President of Business Operations and Senior Vice President of Corporate Development. Stern was the Airport Commissioner at the San Francisco International Airport from 2010 to 2019. He was Chief Revenue Officer at Skedulo from 2015 to 2017. Stern was the Chief Revenue Officer at Autopilot from 2013 to 2015. Stern was the Vice President of Sales at Kenandy, Inc. from 2011 to 2013. He held numerous positions at Salesforce from 2007 to 2011, including Vice President of Enterprise Corporate Sales and Corporate Sales Manager. Stern was Regional Manager at Oracle from 2005 to 2007. He was an Account Executive at Macromedia from 2002 to 2004. Stern was an Account Executive at Oracle from 2000 to 2000. This position requires Senate confirmation, and the compensation is $100 per diem. Stern is registered without party preference.

Dyan Whyte, of Berkeley, has been appointed to the California State Mining and Geology Board. Whyte has been the Chief Financial Officer at Dataway US since 2019. She held multiple positions at the California Regional Water Quality Control Board, San Francisco Bay Region from 1988 to 1999, including Assistant Executive Officer and Senior Engineering Geologist. Whyte earned a Master of Science degree in Environmental Geology from University of California, Berkeley and a Bachelor of Science degree in Environmental Studies and Geology from California State University, Sonoma. This position requires Senate confirmation, and the compensation is $100 per diem. Whyte is a Democrat.

Press Releases, Recent News

Recent news

Apr 29, 2025

News What you need to know: California continues to improve efficiency and engagement in state government by advancing its first-in-the-nation project to integrate cutting-edge artificial intelligence technology into state operations. Los Angeles, California –…

Apr 29, 2025

News What you need to know: California is filing a lawsuit today against the Trump administration for dismantling AmeriCorps, which puts service and volunteer programs across the country and in California at risk. SACRAMENTO — Today, Governor Gavin Newsom and Attorney…

Apr 28, 2025

News SACRAMENTO — Governor Gavin Newsom today issued the following statement congratulating newly elected Canadian Prime Minister Mark Carney:“Jennifer and I warmly congratulate Prime Minister Mark Carney on his party’s election victory in Canada. California looks…

MIL OSI USA News –

May 1, 2025

MIL-OSI USA: Governor Newsom deploys first-in-the-nation GenAI technologies to improve efficiency in state government

Source: US State of California 2

Apr 29, 2025

What you need to know: California continues to improve efficiency and engagement in state government by advancing its first-in-the-nation project to integrate cutting-edge artificial intelligence technology into state operations.

Los Angeles, California – California continues to implement Governor Gavin Newsom’s Executive Order on Generative Artificial Intelligence (GenAI), today with Governor Newsom announcing the state has entered into three new agreements to utilize GenAI to reduce highway congestion, improve roadway safety, and enhance customer service in a state call center.

The announcement today, made at Accenture headquarters in Los Angeles, is part of Governor Newsom’s ongoing strategy to implement technologies and practices that make state operations more efficient and responsive to the people it serves. In 2023, Governor Newsom issued an executive order directing state agencies to utilize GenAI technologies to improve state services and help solve important issues. Since that time, the state has integrated AI and other efficiency solutions to make state government work faster and even more effective.

GenAI is here, and it’s growing in importance every day. We know that state government can be more efficient, and as the birthplace of tech it is only natural that California leads in this space. In the Golden State, we know that efficiency means more than cutting services to save a buck, but instead building and refining our state government to better serve all Californians.

Governor Gavin Newsom

Leading in efficiency

California is leading in the effort to implement AI and other technologies into state government operations, quickly adopting projects through its new innovative procurement method, Request for Innovative Ideas (RFI2). RFI2 allows the state to quickly test technology through safe and secure environments, providing the state and the innovator community valuable insights while protecting state data. RFI2 was adopted by the state in 2019, after Governor Newsom sought to improve the onerous state purchasing process and help the state to more efficiently adopt these new technologies.

Leading in engagement

Governor Newsom has also implemented new technologies through the Office of Data and Innovation, including the groundbreaking new Engaged California project. This first-in-the-nation digital democracy platform is currently being used to help the community in the Los Angeles wildfire recovery. Today, Governor Newsom will also host a roundtable event in the LA area to meet with stakeholders integral in the Engaged California project — and to discuss projects for expansion statewide.

“We are committed to harnessing the latest technologies to better serve Californians. With GenAI, we’re improving government service while also showing the benefits this California-based industry can bring to governments all over the world.” California Government Operations Agency Secretary Nick Maduros

Projects moving forward today include:

GenAI to reduce highway congestion

The California Department of Transportation (Caltrans) released a problem statement to process and interpret complex data to improve its traffic pattern analysis, address bottlenecks, and enhance overall traffic management. To solve this issue, Azure Open AI, GenAI technology developed by Microsoft and utilized by Accenture, LLP, used a vast amount of data from authentic, well-recognized sources to analyze potential transportation scenarios and develop solutions, including reducing traffic congestion, enhancing incident response, and improving transit reliability.

The next phase of this project will analyze real-time and historical data from roadways to predict traffic bottlenecks, detect incidents faster, and identify locations for safety enhancements. This cutting-edge solution will empower Caltrans to improve mobility and reduce traffic delays across the state.

“California is a global leader in GenAI innovation, and the signing of these contracts provides the state an essential tool to help solve some of our most pressing transportation challenges. Under Governor Newsom’s leadership, California is enthusiastically advancing this cutting-edge technology and will now harness its power to help save lives and streamline mobility for all people.” California Transportation Secretary Toks Omishakin

GenAI for traffic safety

Caltrans will also be using GenAI to investigate near misses of injuries/fatalities to identify risky areas and monitor interventions designed to increase safety of vulnerable road users, including bike riders and pedestrians. Under the contract, Deloitte Consulting, LLP used Gemini GenAI technology to help identify high-collision locations and recommended targeted safety improvements across the highway system to proactively address road safety risks — especially for vulnerable road users.

By analyzing various datasets—including crash records, roadway conditions, and equity indicators—GenAI uncovered patterns, prioritized safety interventions, and delivered data-driven insights to help the department better protect all Californians on the road. In the next phase, the tool will expand upon the datasets to better identify and address locations in need of safety upgrades which will be evaluated by the department prior to taking any actions.

“These historic contracts exemplify Caltrans’ commitment to innovation and being a national leader in adopting new technologies to improve lives and communities. Using GenAI through smart, responsible implementation will be a game changer in developing solutions to ease traffic gridlock and reduce deaths and serious injuries on our roadways.” Caltrans Director Tony Tavares

GenAI to enhance customer service

The California Department of Tax and Fee Administration (CDTFA) will use GenAI to swiftly search more than 16,000 pages of reference materials and assist staff in providing responses to taxpayers via telephone and live chat.

During a pilot project carried out over the last 10 months, Claude, a next-generation AI assistant developed by Anthropic, was utilized by Symsoft Solutions LLC to reduce the time it takes to handle an average CDTFA customer inquiry. Typically, during peak tax filing periods, an additional 280 staff from throughout the department are temporarily reassigned to provide backup to the call center. With this new technology, CDTFA will be able to continue providing excellent customer service while limiting the need for disruptions from staff reassignments.

“California is demonstrating that GenAI can help us improve the way we do business for Californians. This project will serve as a proof point moving forward to see if we can scale this technology across state government call centers.” CDTFA Director Trista Gonzalez.

GenAI, the California way

California will continue to implement GenAI for the benefit of all Californians, presenting additional challenges and calling for new GenAI projects by AI innovators. The second round brings the state closer to possibly using GenAI for operational efficiencies in housing, workforce planning, and bill analysis. The work is ongoing, and the state anticipates wrapping up this second round by summer 2025.

For more information about why California is the home of GenAI, visit GenAI.ca.gov.

GenAI for productivity

Also in response to the Governor’s executive order to help implement AI solutions to make state government more efficient, effective, and productive, the state is now implementing additional AI solutions for state departments. The state recently launched a first-in-the-nation State Digital Assistance AI tool through the California Department of Technology, which will be provided to eight state departments through a pilot program. The departments will utilize the tool through a pilot program to test how GenAI can help increase productivity by assisting staff to quickly develop images, and summarize and analyze state data.

California has also rolled out Microsoft 365 Copilot chat for state departments, which is being offered at no cost to the state for the pilot period. Copilot Chat is a GenAI assistant to enhance staff productivity by streamlining information analysis, assisting with content creation, answering questions, and more.

Harnessing the power of AI

AI is already changing the world, and California will play a pivotal role in defining that future. Home to Silicon Valley and the birthplace of the tech industry, California continues to dominate as the leader in AI. The state is home to 32 of 50 top AI companies worldwide.

In addition to California’s efforts to deploy GenAI in state government, Governor Newsom co-hosted a GenAI summit in May 2024 with leaders across academia, industry, civil society, and government to discuss how the state can best use this transformative technology on behalf of Californians.

First of-its-kind effort with NVIDIA

In August 2024, the state partnered with NVIDIA to launch a first-of-its-kind AI collaboration. The initiative, signed by Governor Gavin Newsom and NVIDIA founder & CEO Jensen Huang, aims to train students, educators and workers; support job creation and promote innovation; and use AI to solve challenges that can improve the lives of Californians.

Staying ahead of threats

Last year, Governor Newsom also signed a series of bills to crack down on sexually explicit deepfakes and require AI watermarking, protect performers’ digital likenesses, and combat deepfake election content.

Recent news

Apr 29, 2025

News What you need to know: California is filing a lawsuit today against the Trump administration for dismantling AmeriCorps, which puts service and volunteer programs across the country and in California at risk. SACRAMENTO — Today, Governor Gavin Newsom and Attorney…

Apr 28, 2025

News SACRAMENTO — Governor Gavin Newsom today issued the following statement congratulating newly elected Canadian Prime Minister Mark Carney:“Jennifer and I warmly congratulate Prime Minister Mark Carney on his party’s election victory in Canada. California looks…

Apr 28, 2025

News Sacramento, California – Governor Gavin Newsom today issued a proclamation declaring April 28, 2025 as “Workers’ Memorial Day.”The text of the proclamation and a copy can be found below: PROCLAMATIONOn Workers’ Memorial Day, we acknowledge, remember, and honor…

MIL OSI USA News –

May 1, 2025

MIL-OSI: Oaktree Specialty Lending Corporation Announces Second Fiscal Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

LOS ANGELES, CA, May 01, 2025 (GLOBE NEWSWIRE) — Oaktree Specialty Lending Corporation (NASDAQ: OCSL) (“Oaktree Specialty Lending” or the “Company”), a specialty finance company, today announced its financial results for the fiscal quarter ended March 31, 2025.

Financial Highlights for the Quarter Ended March 31, 2025

Total investment income was $77.6 million ($0.90 per share) for the second fiscal quarter of 2025, as compared with $86.6 million ($1.05 per share) for the first fiscal quarter of 2025. Adjusted total investment income was $77.2 million ($0.90 per share) for the second fiscal quarter of 2025, as compared with $87.1 million ($1.06 per share) for the first fiscal quarter of 2025. The decrease was driven by lower interest income, which was primarily attributable to a smaller average investment portfolio, the impact of certain investments that were placed on non-accrual status and decreases in reference rates.

GAAP net investment income was $39.1 million ($0.45 per share) for the second fiscal quarter of 2025, as compared with $44.3 million ($0.54 per share) for the first fiscal quarter of 2025. The decrease for the quarter was primarily driven by lower total investment income, partially offset by lower interest expense and income-based (“Part I”) incentive fees (net of fees waived).

Adjusted net investment income was $38.7 million ($0.45 per share) for the second fiscal quarter of 2025, as compared with $44.7 million ($0.54 per share) for the first fiscal quarter of 2025. The decrease for the quarter was primarily driven by lower adjusted total investment income, partially offset by lower interest expense and lower Part I incentive fees (net of fees waived).

Net asset value (“NAV”) per share was $16.75 as of March 31, 2025, down as compared with $17.63 as of December 31, 2024. The decline from December 31, 2024 primarily reflected losses on certain debt and equity investments.

Originated $407.0 million of new investment commitments and received $279.4 million of proceeds from prepayments, exits, other paydowns and sales during the quarter ended March 31, 2025. The weighted average yield on new debt investments was 9.5%.

Total debt outstanding was $1,470.0 million as of March 31, 2025. The total debt to equity ratio was 1.00x, and the net debt to equity ratio was 0.93x, after adjusting for cash and cash equivalents.

Oaktree Capital I, L.P. purchased $100.0 million of shares of OCSL common stock on February 3, 2025 at the Company’s net asset value as of January 31, 2025, which was $17.63 per share and represented a 10% premium to the closing stock price.

The Company issued $300 million of unsecured notes during the quarter ended March 31, 2025 that mature on February 27, 2030 and bear interest at a rate of 6.340%. In connection with the issuance of the 2030 Notes, the Company entered into an interest rate swap agreement under which the Company receives a fixed interest rate of 6.340% and pays a floating interest rate of the three-month SOFR plus 2.192% on a notional amount of $300.0 million. Additionally, the Company repaid $300 million of unsecured notes that matured on February 25, 2025.

Liquidity as of March 31, 2025 was composed of $97.8 million of unrestricted cash and cash equivalents and over $1.0 billion of undrawn capacity under the Company’s credit facilities (subject to borrowing base and other limitations). Unfunded investment commitments were $299.8 million, or $272.6 million excluding unfunded commitments to the Company’s joint ventures. Of the $272.6 million, approximately $252.0 million can be drawn immediately with the remaining amount subject to certain milestones that must be met by portfolio companies or other restrictions.

A quarterly and supplemental cash distribution was declared of $0.40 per share and $0.02 per share, respectively, payable in cash on June 30, 2025 to stockholders of record on June 16, 2025.

“Certain challenged portfolio company investments weighed on our results in the second quarter. We are focused on resolving these issues while also positioning our portfolio to deliver more consistent performance going forward,” stated Armen Panossian, Chief Executive Officer and Co-Chief Investment Officer.

“We are focused on further diversifying our portfolio by selectively investing in companies we believe are well positioned to deliver attractive returns given overall market uncertainty caused by tariffs, inflation and high interest rates. Historically, in periods of market volatility, our firm-wide DNA has enabled us to capitalize on opportunities while others are sidelined, and we have ample dry powder for new investments.”

Distribution Declaration

The Board of Directors declared a quarterly distribution of $0.40 per share, payable in cash on June 30, 2025 to stockholders of record on June 16, 2025. The Board of Directors also declared a supplemental distribution of $0.02 per share, payable in cash on June 30, 2025 to stockholders of record on June 16, 2025.

Distributions are paid primarily from distributable (taxable) income. To the extent taxable earnings for a fiscal taxable year fall below the total amount of distributions for that fiscal year, a portion of those distributions may be deemed a return of capital to the Company’s stockholders.

Results of Operations

	For the three months ended
($ in thousands, except per share data)	March 31, 2025 (unaudited)			December 31, 2024 (unaudited)			March 31, 2024 (unaudited)
GAAP operating results:
Interest income	$	70,523		$	78,422		$	85,256
PIK interest income		4,531			5,728			4,816
Fee income		1,742			1,679			2,546
Dividend income		772			818			1,411
Total investment income		77,568			86,647			94,029
Net expenses		38,235			42,082			52,662
Net investment income before taxes		39,333			44,565			41,367
(Provision) benefit for taxes on net investment income		(278	)		(263	)		—
Net investment income		39,055			44,302			41,367
Net realized and unrealized gains (losses), net of taxes		(75,304	)		(37,063	)		(32,030	)
Net increase (decrease) in net assets resulting from operations	$	(36,249	)	$	7,239		$	9,337
Total investment income per common share	$	0.90		$	1.05		$	1.18
Net investment income per common share	$	0.45		$	0.54		$	0.52
Net realized and unrealized gains (losses), net of taxes per common share	$	(0.88	)	$	(0.45	)	$	(0.40	)
Earnings (loss) per common share — basic and diluted	$	(0.42	)	$	0.09		$	0.12
Non-GAAP Financial Measures¹:
Adjusted total investment income	$	77,195		$	87,070		$	97,340
Adjusted net investment income	$	38,682		$	44,725		$	44,678
Adjusted net realized and unrealized gains (losses), net of taxes	$	(75,248	)	$	(37,124	)	$	(35,344	)
Adjusted earnings (loss)	$	(36,566	)	$	7,601		$	9,334
Adjusted total investment income per share	$	0.90		$	1.06		$	1.22
Adjusted net investment income per share	$	0.45		$	0.54		$	0.56
Adjusted net realized and unrealized gains (losses), net of taxes per share	$	(0.88	)	$	(0.45	)	$	(0.44	)
Adjusted earnings (loss) per share	$	(0.43	)	$	0.09		$	0.12

¹ See Non-GAAP Financial Measures below for a description of the non-GAAP measures and the reconciliations from the most comparable GAAP financial measures to the Company’s non-GAAP measures, including on a per share basis. The Company’s management uses these non-GAAP financial measures internally to analyze and evaluate financial results and performance and believes that these non-GAAP financial measures are useful to investors as an additional tool to evaluate ongoing results and trends for the Company and to review the Company’s performance without giving effect to non-cash income/gain/loss resulting from the merger of Oaktree Strategic Income Corporation (“OCSI”) with and into the Company in March 2021 (the “OCSI Merger”) and the merger of Oaktree Strategic Income II, Inc. (“OSI2”) with and into the Company in January 2023 (the “OSI2 Merger”) and, in the case of adjusted net investment income, without giving effect to capital gains incentive fees. The presentation of non-GAAP measures is not intended to be a substitute for financial results prepared in accordance with GAAP and should not be considered in isolation.

	As of
($ in thousands, except per share data and ratios)	March 31, 2025 (unaudited)			December 31, 2024 (unaudited)			March 31, 2024 (unaudited)
Select balance sheet and other data:
Cash and cash equivalents	$	97,838		$	112,913		$	125,031
Investment portfolio at fair value		2,892,771			2,835,294			3,047,445
Total debt outstanding (net of unamortized financing costs)		1,448,486			1,577,795			1,635,642
Net assets		1,475,113			1,449,815			1,524,099
Total debt to equity ratio		1.00	x		1.11	x		1.10	x
Net debt to equity ratio		0.93	x		1.03	x		1.02	x

Adjusted total investment income for the quarter ended March 31, 2025 was $77.2 million and included $70.2 million of interest income from portfolio investments, $4.5 million of payment-in-kind (“PIK”) interest income, $1.7 million of fee income and $0.8 million of dividend income. The $9.9 million quarterly decline in adjusted total investment income was primarily due to a $9.9 million decrease in interest income, which was primarily attributable to a smaller average investment portfolio, the impact of certain investments that were placed on non-accrual status and decreases in reference rates.

Net expenses for the quarter ended March 31, 2025 totaled $38.2 million, down $3.8 million from the quarter ended December 31, 2024. The decrease for the quarter was primarily driven by $2.4 million of lower interest expense due to lower outstanding borrowings and lower reference rates on the Company’s floating rate debt and $1.5 million of lower Part I incentive fees (net of fees waived).

Adjusted net investment income was $38.7 million ($0.45 per share) for the quarter ended March 31, 2025, which was down from $44.7 million ($0.54 per share) for the quarter ended December 31, 2024. The decline of $6.0 million primarily reflected $9.9 million of lower adjusted total investment income, offset by $3.9 million of lower net expenses.

Adjusted net realized and unrealized losses, net of taxes, were $75.2 million for the quarter ended March 31, 2025.

Portfolio and Investment Activity

	As of
($ in thousands)	March 31, 2025 (unaudited)			December 31, 2024 (unaudited)			March 31, 2024 (unaudited)
Investments at fair value	$	2,892,771		$	2,835,294		$	3,047,445
Number of portfolio companies		152			136			151
Average portfolio company debt size	$	19,700		$	22,000		$	20,100

Asset class:
First lien debt		80.9	%		81.8	%		80.8	%
Second lien debt		3.4	%		3.0	%		5.4	%
Unsecured debt		5.0	%		3.9	%		2.6	%
Equity		4.6	%		4.8	%		4.8	%
JV interests		6.1	%		6.5	%		6.4	%

Non-accrual debt investments:
Non-accrual investments at fair value	$	125,643		$	105,326		$	69,128
Non-accrual investments at cost		217,401			138,703			127,720
Non-accrual investments as a percentage of debt investments at fair value		4.6	%		3.9	%		2.4	%
Non-accrual investments as a percentage of debt investments at cost		7.6	%		5.1	%		4.3	%
Number of investments on non-accrual		10			9			5

Interest rate type:
Percentage floating-rate		89.8	%		87.6	%		85.4	%
Percentage fixed-rate		10.2	%		12.4	%		14.6	%

Yields:
Weighted average yield on debt investments¹		10.2	%		10.7	%		12.2	%
Cash component of weighted average yield on debt investments		9.3	%		9.5	%		11.0	%
Weighted average yield on total portfolio investments²		9.8	%		10.2	%		11.7	%

Investment activity:
New investment commitments	$	407,000		$	198,100		$	395,600
New funded investment activity³	$	405,800		$	201,300		$	377,400
Proceeds from prepayments, exits, other paydowns and sales	$	279,400		$	352,400		$	322,600
Net new investments⁴	$	126,400		$	(151,100	)	$	54,800
Number of new investment commitments in new portfolio companies		24			5			20
Number of new investment commitments in existing portfolio companies		8			8			15
Number of portfolio company exits		8			13			15

¹ Annual stated yield earned plus net annual amortization of OID or premium earned on accruing investments, including the Company’s share of the return on debt investments in SLF JV I and Glick JV, and excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 (see Non-GAAP Financial Measures below) for the assets acquired in connection with the OCSI Merger and OSI2 Merger.
² Annual stated yield earned plus net annual amortization of OID or premium earned on accruing investments and dividend income, including the Company’s share of the return on debt investments in SLF JV I and Glick JV, and excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 for the assets acquired in connection with the OCSI Merger and OSI2 Merger.
³ New funded investment activity includes drawdowns on existing revolver and delayed draw term loan commitments.
⁴ Net new investments consists of new funded investment activity less proceeds from prepayments, exits, other paydowns and sales.

As of March 31, 2025, the fair value of the investment portfolio was $2.9 billion and was composed of investments in 152 companies. These included debt investments in 131 companies, equity investments in 40 companies, and the Company’s joint venture investments in SLF JV I and OCSI Glick JV LLC (“Glick JV”). 21 of the equity investments were in companies in which the Company also had a debt investment.

As of March 31, 2025, 94.9% of the Company’s portfolio at fair value consisted of debt investments, including 80.9% of first lien loans, 3.4% of second lien loans and 10.6% of unsecured debt investments, including the debt investments in SLF JV I and Glick JV. This compared to 81.8% of first lien loans, 3.0% of second lien loans and 9.6% of unsecured debt investments, including the debt investments in SLF JV I and Glick JV, as of December 31, 2024.

As of March 31, 2025, there were ten investments on non-accrual status, which represented 7.6% and 4.6% of the debt portfolio at cost and fair value, respectively. As of December 31, 2024, there were nine investments on non-accrual status, which represented 5.1% and 3.9% of the debt portfolio at cost and fair value, respectively.

SLF JV I

The Company’s investments in SLF JV I totaled $128.6 million at fair value as of March 31, 2025, down 5.0% from $135.4 million as of December 31, 2024. The decrease was primarily driven by SLF JV I’s use of leverage and unrealized depreciation in the underlying investment portfolio.

As of March 31, 2025, SLF JV I had $374.7 million in assets, including senior secured loans to 52 portfolio companies. This compared to $344.9 million in assets, including senior secured loans to 42 portfolio companies, as of December 31, 2024. SLF JV I generated cash interest income of $3.2 million for the Company during the quarter ended March 31, 2025, down from $3.4 million in the prior quarter. In addition, SLF JV I generated dividend income of $0.7 million for the Company during the quarter ended March 31, 2025, flat from the prior quarter. As of March 31, 2025, SLF JV I had $73.0 million of undrawn capacity (subject to borrowing base and other limitations) on its $270 million senior revolving credit facility, and its debt to equity ratio was 1.3x.

Glick JV

The Company’s investments in Glick JV totaled $47.3 million at fair value as of March 31, 2025, down 4.6% from $49.6 million as of December 31, 2024. The decrease was primarily driven by Glick JV’s use of leverage and unrealized depreciation in the underlying investment portfolio.

As of March 31, 2025, Glick JV had $125.1 million in assets, including senior secured loans to 41 portfolio companies. This compared to $127.9 million in assets, including senior secured loans to 39 portfolio companies, as of December 31, 2024. Glick JV generated cash interest income of $1.3 million for the Company during the quarter ended March 31, 2025, down from $1.4 million in the prior quarter. As of March 31, 2025, Glick JV had $31.0 million of undrawn capacity (subject to borrowing base and other limitations) on its $100 million senior revolving credit facility, and its debt to equity ratio was 1.3x.

Liquidity and Capital Resources

As of March 31, 2025, the Company had total principal value of debt outstanding of $1,470.0 million, including $520.0 million of outstanding borrowings under its revolving credit facilities, $350.0 million of the 2.700% Notes due 2027, $300.0 million of the 7.100% Notes due 2029 and $300.0 million of the 6.340% Notes due 2030. The funding mix was composed of 35% secured and 65% unsecured borrowings as of March 31, 2025. The Company was in compliance with all financial covenants under its credit facilities as of March 31, 2025.

As of March 31, 2025, the Company had $97.8 million of unrestricted cash and cash equivalents and over $1.0 billion of undrawn capacity on its credit facilities (subject to borrowing base and other limitations). As of March 31, 2025, unfunded investment commitments were $299.8 million, or $272.6 million excluding unfunded commitments to the Company’s joint ventures. Of the $272.6 million, approximately $252.0 million could be drawn immediately with the remaining amount subject to certain milestones that must be met by portfolio companies or other restrictions. The Company has analyzed cash and cash equivalents, availability under its credit facilities, the ability to rotate out of certain assets and amounts of unfunded commitments that could be drawn and believes its liquidity and capital resources are sufficient to invest in market opportunities as they arise.

As of March 31, 2025, the weighted average interest rate on debt outstanding, including the effect of the interest rate swap agreements was 6.7%, up from 6.2% as of December 31, 2024, primarily driven by the impact of the repayment of the 3.500% Notes due 2025 and the issuance of the 6.340% Notes due 2030.

The Company’s total debt to equity ratio was 1.00x and 1.11x as of each of March 31, 2025 and December 31, 2024, respectively. The Company’s net debt to equity ratio was 0.93x and 1.03x as of each of March 31, 2025 and December 31, 2024, respectively.

Recent Developments

Syndicated Facility

On April 8, 2025, the Company entered into an amendment to its amended and restated senior secured credit facility (the “Syndicated Facility”), among other things, (1) generally reduce interest rate margins from 2.00% plus a SOFR adjustment (ranging between 0.11448% and 0.26161%) to 1.875% plus a SOFR adjustment of 0.10% on SOFR loans and from 1.00% to 0.875% plus a SOFR adjustment of 0.10% on alternate base rate loans, (2) remove the Consolidated Interest Coverage Ratio covenant, (3) decrease the facility size from $1.218 billion to $1.160 billion, (4) increase the “accordion” feature to allow expansion of the facility to $1.50 billion, and (5) extend the reinvestment period and final maturity date to April 8, 2029, and April 8, 2030, respectively.

Non-GAAP Financial Measures

On a supplemental basis, the Company is disclosing certain adjusted financial measures, each of which is calculated and presented on a basis of methodology other than in accordance with GAAP (“non-GAAP”). The Company’s management uses these non-GAAP financial measures internally to analyze and evaluate financial results and performance and believes that these non-GAAP financial measures are useful to investors as an additional tool to evaluate ongoing results and trends for the Company and to review the Company’s performance without giving effect to non-cash income/gain/loss resulting from the OCSI Merger and the OSI2 Merger and in the case of adjusted net investment income, without giving effect to capital gains incentive fees. The presentation of the below non-GAAP measures is not intended to be a substitute for financial results prepared in accordance with GAAP and should not be considered in isolation.

“Adjusted Total Investment Income” and “Adjusted Total Investment Income Per Share” – represents total investment income excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 (see below) for the assets acquired in connection with the OCSI Merger and the OSI2 Merger.

“Adjusted Net Investment Income” and “Adjusted Net Investment Income Per Share” – represents net investment income, excluding (i) any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 (see below) for the assets acquired in connection with the OCSI Merger and the OSI2 Merger and (ii) capital gains incentive fees (“Part II incentive fees”).

“Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes” and “Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes Per Share” – represents net realized and unrealized gains (losses) net of taxes excluding any net realized and unrealized gains (losses) resulting solely from the cost basis established by ASC 805 (see below) for the assets acquired in connection with the OCSI Merger and the OSI2 Merger.

“Adjusted Earnings (Loss)” and “Adjusted Earnings (Loss) Per Share” – represents the sum of (i) Adjusted Net Investment Income and (ii) Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes and includes the impact of Part II incentive fees¹, if any.

The OCSI Merger and the OSI2 Merger (the “Mergers”) were accounted for as asset acquisitions in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations—Related Issues (“ASC 805”). The consideration paid to each of the stockholders of OCSI and OSI2 were allocated to the individual assets acquired and liabilities assumed based on the relative fair values of the net identifiable assets acquired other than “non-qualifying” assets, which established a new cost basis for the acquired investments under ASC 805 that, in aggregate, was different than the historical cost basis of the acquired investments prior to the OCSI Merger or the OSI2 Merger, as applicable. Additionally, immediately following the completion of the Mergers, the acquired investments were marked to their respective fair values under ASC 820, Fair Value Measurements, which resulted in unrealized appreciation/depreciation. The new cost basis established by ASC 805 on debt investments acquired will accrete/amortize over the life of each respective debt investment through interest income, with a corresponding adjustment recorded to unrealized appreciation/depreciation on such investment acquired through its ultimate disposition. The new cost basis established by ASC 805 on equity investments acquired will not accrete/amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized gain/loss with a corresponding reversal of the unrealized appreciation/depreciation on disposition of such equity investments acquired.

The Company’s management uses the non-GAAP financial measures described above internally to analyze and evaluate financial results and performance and to compare its financial results with those of other business development companies that have not adjusted the cost basis of certain investments pursuant to ASC 805. The Company’s management believes “Adjusted Total Investment Income”, “Adjusted Total Investment Income Per Share”, “Adjusted Net Investment Income” and “Adjusted Net Investment Income Per Share” are useful to investors as an additional tool to evaluate ongoing results and trends for the Company without giving effect to the income resulting from the new cost basis of the investments acquired in the Mergers because these amounts do not impact the fees payable to Oaktree Fund Advisors, LLC (the “Adviser”) under its investment advisory agreement (as amended and restated from time to time, the “A&R Advisory Agreement”), and specifically as its relates to “Adjusted Net Investment Income” and “Adjusted Net Investment Income Per Share”, without giving effect to Part II incentive fees. In addition, the Company’s management believes that “Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes”, “Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes Per Share”, “Adjusted Earnings (Loss)” and “Adjusted Earnings (Loss) Per Share” are useful to investors as they exclude the non-cash income and gain/loss resulting from the Mergers and are used by management to evaluate the economic earnings of its investment portfolio. Moreover, these metrics more closely align the Company’s key financial measures with the calculation of incentive fees payable to the Adviser under with the A&R Advisory Agreement (i.e., excluding amounts resulting solely from the lower cost basis of the acquired investments established by ASC 805 that would have been to the benefit of the Adviser absent such exclusion).

The following table provides a reconciliation of total investment income (the most comparable U.S. GAAP measure) to adjusted total investment income for the periods presented:

	For the three months ended
	March 31, 2025 (unaudited)					December 31, 2024 (unaudited)				March 31, 2024 (unaudited)
($ in thousands, except per share data)	Amount			Per Share		Amount		Per Share		Amount		Per Share
GAAP total investment income	$	77,568		$	0.90	$	86,647	$	1.05	$	94,029	$	1.18
Interest income amortization (accretion) related to merger accounting adjustments		(373	)		—		423		0.01		3,311		0.04
Adjusted total investment income	$	77,195		$	0.90	$	87,070	$	1.06	$	97,340	$	1.22

The following table provides a reconciliation of net investment income (the most comparable U.S. GAAP measure) to adjusted net investment income for the periods presented:

	For the three months ended
	March 31, 2025 (unaudited)					December 31, 2024 (unaudited)				March 31, 2024 (unaudited)
($ in thousands, except per share data)	Amount			Per Share		Amount		Per Share		Amount		Per Share
GAAP net investment income	$	39,055		$	0.45	$	44,302	$	0.54	$	41,367	$	0.52
Interest income amortization (accretion) related to merger accounting adjustments		(373	)		—		423		0.01		3,311		0.04
Part II incentive fee		—			—		—		—		—		—
Adjusted net investment income	$	38,682		$	0.45	$	44,725	$	0.54	$	44,678	$	0.56

The following table provides a reconciliation of net realized and unrealized gains (losses), net of taxes (the most comparable U.S. GAAP measure) to adjusted net realized and unrealized gains (losses), net of taxes for the periods presented:

	For the three months ended
	March 31, 2025 (unaudited)						December 31, 2024 (unaudited)						March 31, 2024 (unaudited)
($ in thousands, except per share data)	Amount			Per Share			Amount			Per Share			Amount			Per Share
GAAP net realized and unrealized gains (losses), net of taxes	$	(75,304	)	$	(0.88	)	$	(37,063	)	$	(0.45	)	$	(32,030	)	$	(0.40	)
Net realized and unrealized gains (losses) related to merger accounting adjustments		56			—			(61	)		—			(3,314	)		(0.04	)
Adjusted net realized and unrealized gains (losses), net of taxes	$	(75,248	)	$	(0.88	)	$	(37,124	)	$	(0.45	)	$	(35,344	)	$	(0.44	)

The following table provides a reconciliation of net increase (decrease) in net assets resulting from operations (the most comparable U.S. GAAP measure) to adjusted earnings (loss) for the periods presented:

	For the three months ended
	March 31, 2025 (unaudited)						December 31, 2024 (unaudited)					March 31, 2024 (unaudited)
($ in thousands, except per share data)	Amount			Per Share			Amount			Per Share		Amount			Per Share
Net increase (decrease) in net assets resulting from operations	$	(36,249	)	$	(0.42	)	$	7,239		$	0.09	$	9,337		$	0.12
Interest income amortization (accretion) related to merger accounting adjustments		(373	)		—			423			0.01		3,311			0.04
Net realized and unrealized gains (losses) related to merger accounting adjustments		56			—			(61	)		—		(3,314	)		(0.04	)
Adjusted earnings (loss)	$	(36,566	)	$	(0.43	)	$	7,601		$	0.09	$	9,334		$	0.12

Conference Call Information

Oaktree Specialty Lending will host a conference call to discuss its second fiscal quarter 2025 results at 11:00 a.m. Eastern Time / 8:00 a.m. Pacific Time on May 1, 2025. The conference call may be accessed by dialing (877) 507-3275 (U.S. callers) or +1 (412) 317-5238 (non-U.S. callers). All callers will need to reference “Oaktree Specialty Lending” once connected with the operator. Alternatively, a live webcast of the conference call can be accessed through the Investors section of Oaktree Specialty Lending’s website, www.oaktreespecialtylending.com. During the conference call, the Company intends to refer to an investor presentation that will be available on the Investors section of its website.

For those individuals unable to listen to the live broadcast of the conference call, a replay will be available on Oaktree Specialty Lending’s website, or by dialing (877) 344-7529 (U.S. callers) or +1 (412) 317-0088 (non-U.S. callers), access code 3296634, beginning approximately one hour after the broadcast.

About Oaktree Specialty Lending Corporation

Oaktree Specialty Lending Corporation (NASDAQ:OCSL) is a specialty finance company dedicated to providing customized one-stop credit solutions to companies with limited access to public or syndicated capital markets. The Company’s investment objective is to generate current income and capital appreciation by providing companies with flexible and innovative financing solutions including first and second lien loans, unsecured and mezzanine loans, and preferred equity. The Company is regulated as a business development company under the Investment Company Act of 1940, as amended, and is externally managed by Oaktree Fund Advisors, LLC, an affiliate of Oaktree Capital Management, L.P. For additional information, please visit Oaktree Specialty Lending’s website at www.oaktreespecialtylending.com.

Forward-Looking Statements

Some of the statements in this press release constitute forward-looking statements because they relate to future events, future performance or financial condition. The forward-looking statements may include statements as to: future operating results of the Company and distribution projections; business prospects of the Company and the prospects of its portfolio companies; and the impact of the investments that the Company expects to make. In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this press release involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) changes or potential disruptions in the Company’s operations, the economy, financial markets or political environment, including those caused by tariffs and trade disputes with other countries, inflation and an elevated interest rate environment; (ii) risks associated with possible disruption in the operations of the Company or the economy generally due to terrorism, war or other geopolitical conflict, natural disasters, pandemics or cybersecurity incidents; (iii) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (iv) conditions in the Company’s operating areas, particularly with respect to business development companies or regulated investment companies; and (v) other considerations that may be disclosed from time to time in the Company’s publicly disseminated documents and filings. The Company has based the forward-looking statements included in this press release on information available to it on the date of this press release, and the Company assumes no obligation to update any such forward-looking statements. The Company undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that it may make directly to you or through reports that the Company in the future may file with the Securities and Exchange Commission, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Contacts

Investor Relations:
Oaktree Specialty Lending Corporation
Clark Koury
(213) 830-6222
ocsl-ir@oaktreecapital.com

Media Relations:
Financial Profiles, Inc.
Moira Conlon
(310) 478-2700
mediainquiries@oaktreecapital.com

Oaktree Specialty Lending Corporation Consolidated Statements of Assets and Liabilities (in thousands, except per share amounts)

	March 31, 2025 (unaudited)			December 31, 2024 (unaudited)			September 30, 2024
ASSETS
Investments at fair value:
Control investments (cost March 31, 2025: $375,317; cost December 31, 2024: $374,509; cost September 30, 2024: $372,901)	$	230,904		$	267,782		$	289,404
Affiliate investments (cost March 31, 2025: $35,295; cost December 31, 2024: $37,358; cost September 30, 2024: $38,175)		32,475			35,180			35,677
Non-control/Non-affiliate investments (cost March 31, 2025: $2,703,644; cost December 31, 2024: $2,576,053; cost September 30, 2024: $2,733,843)		2,629,392			2,532,332			2,696,198
Total investments at fair value (cost March 31, 2025: $3,114,256; cost December 31, 2024: $2,987,920; September 30, 2024: $3,144,919)		2,892,771			2,835,294			3,021,279
Cash and cash equivalents		97,838			112,913			63,966
Restricted cash		10,370			13,159			14,577
Interest, dividends and fees receivable		22,768			25,290			38,804
Due from portfolio companies		317			408			12,530
Receivables from unsettled transactions		18,526			55,661			17,548
Due from broker		25,190			21,880			17,060
Deferred financing costs		10,196			10,936			11,677
Deferred offering costs		161			162			125
Derivative assets at fair value		—			6,652			—
Other assets		1,030			1,437			775
Total assets	$	3,079,167		$	3,083,792		$	3,198,341

LIABILITIES AND NET ASSETS
Liabilities:
Accounts payable, accrued expenses and other liabilities	$	3,451		$	3,371		$	3,492
Base management fee and incentive fee payable		7,332			8,930			15,517
Due to affiliate		1,277			1,508			4,088
Interest payable		14,087			17,600			16,231
Payables from unsettled transactions		110,202			—			15,666
Derivative liabilities at fair value		19,219			24,759			16,843
Deferred tax liability		—			14			—
Credit facilities payable		520,000			660,000			710,000
Unsecured notes payable (net of $7,573, $4,401 and $4,935 of unamortized financing costs as of March 31, 2025, December 31, 2024 and September 30, 2024, respectively)		928,486			917,795			928,693
Total liabilities		1,604,054			1,633,977			1,710,530
Commitments and contingencies
Net assets:
Common stock, $0.01 par value per share, 250,000 shares authorized; 88,086, 82,245 and 82,245 shares issued and outstanding as of March 31, 2025, December 31, 2024 and September 30, 2024, respectively		881			822			822
Additional paid-in-capital		2,367,337			2,264,449			2,264,449
Accumulated overdistributed earnings		(893,105	)		(815,456	)		(777,460	)
Total net assets (equivalent to $16.75, $17.63 and $18.09 per common share as of March 31, 2025, December 31, 2024 and September 30, 2024, respectively)		1,475,113			1,449,815			1,487,811
Total liabilities and net assets	$	3,079,167		$	3,083,792		$	3,198,341

Oaktree Specialty Lending Corporation Consolidated Statements of Operations (in thousands, except per share amounts)

	Three months ended March 31, 2025 (unaudited)			Three months ended December 31, 2024 (unaudited)			Three months ended March 31, 2024 (unaudited)			Six months ended March 31, 2025 (unaudited)			Six months ended March 31, 2024 (unaudited)
Interest income:
Control investments	$	4,884		$	5,226		$	5,949		$	10,110		$	11,954
Affiliate investments		159			166			10			325			334
Non-control/Non-affiliate investments		63,915			71,809			77,803			135,724			160,524
Interest on cash and cash equivalents		1,565			1,221			1,494			2,786			3,858
Total interest income		70,523			78,422			85,256			148,945			176,670
PIK interest income:
Control investments		—			830			598			830			1,142
Affiliate investments		27			28			—			55			—
Non-control/Non-affiliate investments		4,504			4,870			4,218			9,374			7,523
Total PIK interest income		4,531			5,728			4,816			10,259			8,665
Fee income:
Control investments		—			—			13			—			26
Affiliate investments		—			—			—			—			5
Non-control/Non-affiliate investments		1,742			1,679			2,533			3,421			3,822
Total fee income		1,742			1,679			2,546			3,421			3,853
Dividend income:
Control investments		700			700			1,400			1,400			2,800
Non-control/Non-affiliate investments		72			118			11			190			26
Total dividend income		772			818			1,411			1,590			2,826
Total investment income		77,568			86,647			94,029			164,215			192,014
Expenses:
Base management fee		7,515			8,144			11,604			15,659			23,081
Part I incentive fee		6,733			7,913			8,452			14,646			17,480
Professional fees		1,227			1,067			1,213			2,294			2,717
Directors fees		160			160			160			320			320
Interest expense		28,191			30,562			31,881			58,753			64,051
Administrator expense		388			437			326			825			692
General and administrative expenses		937			926			526			1,863			1,117
Total expenses		45,151			49,209			54,162			94,360			109,458
Management fees waived		(183	)		(750	)		(1,500	)		(933	)		(3,000	)
Part I incentive fees waived		(6,733	)		(6,377	)		—			(13,110	)		—
Net expenses		38,235			42,082			52,662			80,317			106,458
Net investment income before taxes		39,333			44,565			41,367			83,898			85,556
(Provision) benefit for taxes on net investment income		(278	)		(263	)		—			(541	)		—
Net investment income		39,055			44,302			41,367			83,357			85,556
Unrealized appreciation (depreciation):
Control investments		(37,686	)		(23,230	)		(6,193	)		(60,916	)		(4,854	)
Affiliate investments		(642	)		320			93			(322	)		(832	)
Non-control/Non-affiliate investments		(28,975	)		(7,198	)		(21,396	)		(36,173	)		(39,011	)
Foreign currency forward contracts		(14,720	)		10,494			2,244			(4,226	)		(5,580	)
Net unrealized appreciation (depreciation)		(82,023	)		(19,614	)		(25,252	)		(101,637	)		(50,277	)
Realized gains (losses):
Control investments		13			—			—			13			786
Affiliate investments		333			(288	)		—			45			—
Non-control/Non-affiliate investments		(1,547	)		(17,056	)		(5,433	)		(18,603	)		(18,773	)
Foreign currency forward contracts		7,906			34			(1,170	)		7,940			2,931
Net realized gains (losses)		6,705			(17,310	)		(6,603	)		(10,605	)		(15,056	)
(Provision) benefit for taxes on realized and unrealized gains (losses)		14			(139	)		(175	)		(125	)		(351	)
Net realized and unrealized gains (losses), net of taxes		(75,304	)		(37,063	)		(32,030	)		(112,367	)		(65,684	)
Net increase (decrease) in net assets resulting from operations	$	(36,249	)	$	7,239		$	9,337		$	(29,010	)	$	19,872
Net investment income per common share — basic and diluted	$	0.45		$	0.54		$	0.52		$	0.99		$	1.09
Earnings (loss) per common share — basic and diluted	$	(0.42	)	$	0.09		$	0.12		$	(0.35	)	$	0.25
Weighted average common shares outstanding — basic and diluted		85,916			82,245			79,763			84,061			78,797

^¹ Adjusted earnings (loss) includes accrued Part II incentive fees. As of and for the three months ended December 31, 2024, there was no accrued Part II incentive fee liability. Part II incentive fees are contractually calculated and paid at the end of the fiscal year in accordance with the A&R Advisory Agreement, which differs from Part II incentive fees accrued under GAAP. For the three months ended December 31, 2024, no amounts were payable under the A&R Advisory Agreement.

The MIL Network –

May 1, 2025

MIL-OSI: Targa Resources Corp. Reports Record First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

HOUSTON, May 01, 2025 (GLOBE NEWSWIRE) — Targa Resources Corp. (NYSE: TRGP) (“TRGP,” the “Company” or “Targa”) today reported first quarter 2025 results.

First quarter 2025 net income attributable to Targa Resources Corp. was $270.5 million compared to $275.2 million for the first quarter of 2024. The Company reported adjusted earnings before interest, income taxes, depreciation and amortization, and other non-cash items (“adjusted EBITDA”)⁽¹⁾ of $1,178.5 million for the first quarter of 2025 compared to $966.2 million for the first quarter of 2024.

Highlights

Record first quarter 2025 adjusted EBITDA of $1.2 billion, a 22% increase year over year
Repurchased $214 million of common shares through April 2025
Declared an annual common dividend of $4.00 per share for 2025, a 33% increase year over year
Continue to estimate full year 2025 adjusted EBITDA between $4.65 billion and $4.85 billion
Continue to estimate 2025 net growth capital expenditures of $2.6 billion to $2.8 billion

On April 10, 2025, the Company declared an increase to its quarterly cash dividend to $1.00 per common share, or $4.00 per common share on an annualized basis, for the first quarter of 2025. This dividend represents a 33 percent increase over the common dividend declared with respect to the first quarter of 2024. Total cash dividends of approximately $217 million will be paid on May 15, 2025 on all outstanding shares of common stock to holders of record as of the close of business on April 30, 2025.

During the first quarter of 2025, Targa repurchased 651,163 shares of its common stock at a weighted average per share price of $191.86 for a total net cost of $124.9 million. As of March 31, 2025, there was $890.5 million remaining under the Company’s share repurchase program. Subsequent to quarter end, Targa repurchased 532,210 shares of its common stock at a weighted average per share price of $167.28 for a total net cost of $89.0 million.

First Quarter 2025 – Sequential Quarter over Quarter Commentary

Targa reported first quarter adjusted EBITDA of $1,178.5 million, representing a 5 percent increase compared to the fourth quarter of 2024. The sequential increase in adjusted EBITDA was attributable to contribution from the Badlands transaction and higher marketing margin. Volumes across Targa’s Gathering and Processing (“G&P”) and Logistics and Transportation (“L&T”) systems were negatively impacted by winter weather events which reduced system volumes during the first quarter. In the G&P segment, sequential adjusted operating margin was approximately flat as modestly lower Permian natural gas inlet volumes due to winter weather events were partially offset by higher fees. In the L&T segment, adjusted operating margin was also sequentially flat as higher marketing margin offset lower NGL pipeline transportation volumes, which were negatively impacted by winter weather events. Fractionation volumes were lower in the first quarter due to a major planned turnaround at Targa’s Cedar Bayou Fractionation facilities in Mont Belvieu, TX. Higher sequential marketing margin was attributable to increased optimization opportunities. Subsequent to quarter end, Targa’s Permian volumes and associated L&T system volumes have meaningfully increased from first quarter levels.

Capitalization, Financing and Liquidity

The Company’s total consolidated debt as of March 31, 2025 was $16,208.7 million, net of $106.7 million of debt issuance costs and $35.2 million of unamortized discount, with $14,534.4 million of outstanding senior unsecured notes, $920.0 million outstanding under the Commercial Paper Program, $600.0 million outstanding under the Securitization Facility, and $296.2 million of finance lease liabilities.

In February 2025, Targa completed an underwritten public offering of 5.550% Notes due 2035 and 6.125% Notes due 2055, resulting in net proceeds of approximately $2.0 billion. Targa used the net proceeds from the issuance to fund the repurchase of all of the outstanding preferred equity in Targa Badlands LLC (the “Badlands Transaction”) and for general corporate purposes, including to repay borrowings under the Commercial Paper Program.

Total consolidated liquidity as of March 31, 2025 was approximately $2.7 billion, including $2.6 billion available under the TRGP Revolver, and $151.4 million of cash.

Growth Projects Update

In Targa’s G&P segment, construction continues on its 275 MMcf/d Pembrook II, East Pembrook, and East Driver plants in Permian Midland and its 275 MMcf/d Bull Moose II and Falcon II plants in Permian Delaware. In Targa’s L&T segment, construction continues on its Delaware Express pipeline expansion, its 150 MBbl/d Train 11 and Train 12 fractionators in Mont Belvieu, and its GPMT LPG Export Expansion. The Company now expects its Pembrook II plant to begin operations in the third quarter of 2025 and remains on-track to complete its other announced expansions as previously disclosed.

2025 Outlook

Targa continues to estimate full year 2025 adjusted EBITDA to be between $4.65 billion and $4.85 billion supported by forecasted growth across its Permian G&P footprint, which is expected to drive record Permian, NGL pipeline transportation, fractionation, and LPG export volumes in 2025 relative to records set in 2024. While the growth is weighted to the second half of 2025, current and expected producer activity levels continue to support an outlook of meaningfully increasing volumes across the rest of 2025 and 2026.

Targa’s estimate for 2025 net growth capital expenditures remains unchanged in a range of $2.6 billion to $2.8 billion, and its estimate for 2025 net maintenance capital expenditures also remains unchanged at approximately $250 million.

Conference Call

The Company will host a conference call for the investment community at 11:00 a.m. Eastern time (10:00 a.m. Central time) on May 1, 2025 to discuss its first quarter results. The conference call can be accessed via webcast under Events and Presentations in the Investors section of the Company’s website at www.targaresources.com/investors/events, or by going directly to https://edge.media-server.com/mmc/p/waa5bt3q. A webcast replay will be available at the link above approximately two hours after the conclusion of the event.

An earnings supplement presentation and updated investor presentation are available under Events and Presentations in the Investors section of the Company’s website at www.targaresources.com/investors/events.

^{(1) Adjusted EBITDA and adjusted operating margin (segment) are non-GAAP financial measures and are discussed under “Non-GAAP Financial Measures.”}

Targa Resources Corp. – Consolidated Financial Results of Operations

	Three Months Ended March 31,
	2025			2024			2025 vs. 2024
	(In millions)
Revenues:
Sales of commodities	$	3,884.4		$	3,942.4		$	(58.0	)		(1	%)
Fees from midstream services		677.1			620.0			57.1			9	%
Total revenues		4,561.5			4,562.4			(0.9	)		—
Product purchases and fuel		3,257.8			3,218.0			39.8			1	%
Operating expenses		303.6			278.0			25.6			9	%
Depreciation and amortization expense		367.6			340.5			27.1			8	%
General and administrative expense		94.5			86.5			8.0			9	%
Other operating (income) expense		(5.3	)		—			(5.3	)		(100	%)
Income (loss) from operations		543.3			639.4			(96.1	)		(15	%)
Interest expense, net		(197.1	)		(228.6	)		31.5			14	%
Equity earnings (loss)		5.5			2.8			2.7			96	%
Other, net		0.3			1.7			(1.4	)	NM
Income tax (expense) benefit		(72.2	)		(82.7	)		10.5			13	%
Net income (loss)		279.8			332.6			(52.8	)		(16	%)
Less: Net income (loss) attributable to noncontrolling interests		9.3			57.4			(48.1	)		(84	%)
Net income (loss) attributable to Targa Resources Corp.		270.5			275.2			(4.7	)		(2	%)
Premium on repurchase of noncontrolling interests, net of tax		70.5			—			70.5			100	%
Net income (loss) attributable to common shareholders	$	200.0		$	275.2		$	(75.2	)		(27	%)
Financial data:
Adjusted EBITDA (1)	$	1,178.5		$	966.2		$	212.3			22	%
Adjusted cash flow from operations (1)		970.0			738.4			231.6			31	%
Adjusted free cash flow (1)		328.2			2.8			325.4		NM

^{(1) Adjusted EBITDA, adjusted cash flow from operations and adjusted free cash flow are non-GAAP financial measures and are discussed under “Non-GAAP Financial Measures.”}
^{NM Due to a low denominator, the noted percentage change is disproportionately high and as a result, considered not meaningful.}

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Commodity sales are relatively flat reflecting lower NGL, natural gas and condensate volumes ($217.9 million), the unfavorable impact of hedges ($256.1 million) and lower condensate prices ($15.2 million), offset by higher natural gas and NGL prices ($431.2 million).

The increase in fees from midstream services is primarily due to higher gas gathering and processing fees, and higher export volumes, partially offset by lower transportation and fractionation fees.

Product purchases and fuel are relatively flat reflecting higher natural gas and NGL prices, offset by lower NGL and natural gas volumes.

The increase in operating expenses is primarily due to higher labor, taxes and maintenance costs, partially offset by lower rental costs.

See “—Review of Segment Performance” for additional information on a segment basis.

The increase in depreciation and amortization expense is primarily due to the impact of system expansions on the Company’s asset base.

The decrease in interest expense, net is due to recognition of cumulative interest on a legal ruling associated with the Splitter Agreement in 2024, partially offset by higher borrowings in 2025.

The decrease in income tax expense is primarily due to a decrease in pre-tax book income.

The decrease in net income attributable to noncontrolling interests is primarily due to the Badlands Transaction in 2025 and the acquisition of the remaining membership interest in Cedar Bayou Fractionators, L.P. in 2024.

The premium on repurchase of noncontrolling interests, net of tax is due to the Badlands Transaction in 2025.

Review of Segment Performance

The following discussion of segment performance includes inter-segment activities. The Company views segment operating margin and adjusted operating margin as important performance measures of the core profitability of its operations. These measures are key components of internal financial reporting and are reviewed for consistency and trend analysis. For a discussion of adjusted operating margin, see “Non-GAAP Financial Measures ― Adjusted Operating Margin.” Segment operating financial results and operating statistics include the effects of intersegment transactions. These intersegment transactions have been eliminated from the consolidated presentation.

The Company operates in two primary segments: (i) Gathering and Processing; and (ii) Logistics and Transportation.

Gathering and Processing Segment

The Gathering and Processing segment includes assets used in the gathering and/or purchase and sale of natural gas produced from oil and gas wells, removing impurities and processing this raw natural gas into merchantable natural gas by extracting NGLs; and assets used for the gathering and terminaling and/or purchase and sale of crude oil. The Gathering and Processing segment’s assets are located in the Permian Basin of West Texas and Southeast New Mexico (including the Midland, Central and Delaware Basins); the Eagle Ford Shale in South Texas; the Barnett Shale in North Texas; the Anadarko, Ardmore, and Arkoma Basins in Oklahoma (including the SCOOP and STACK) and South Central Kansas; the Williston Basin in North Dakota (including the Bakken and Three Forks plays); and the onshore and near offshore regions of the Louisiana Gulf Coast.

The following table provides summary data regarding results of operations of this segment for the periods indicated:

	Three Months Ended March 31,
	2025		2024		2025 vs. 2024
	(In millions, except operating statistics and price amounts)
Operating margin	$	602.2	$	556.4	$	45.8		8	%
Operating expenses		208.2		188.1		20.1		11	%
Adjusted operating margin	$	810.4	$	744.5	$	65.9		9	%
Operating statistics (1):
Plant natural gas inlet, MMcf/d (2) (3)
Permian Midland (4)		2,985.6		2,746.1		239.5		9	%
Permian Delaware		3,020.3		2,648.9		371.4		14	%
Total Permian		6,005.9		5,395.0		610.9		11	%

SouthTX		295.1		304.9		(9.8	)	(3	%)
North Texas		171.5		184.5		(13.0	)	(7	%)
SouthOK (5)		318.0		357.2		(39.2	)	(11	%)
WestOK		200.1		210.1		(10.0	)	(5	%)
Total Central		984.7		1,056.7		(72.0	)	(7	%)

Badlands (5) (6)		136.9		127.1		9.8		8	%
Total Field		7,127.5		6,578.8		548.7		8	%

Coastal		398.8		524.7		(125.9	)	(24	%)

Total		7,526.3		7,103.5		422.8		6	%
NGL production, MBbl/d (3)
Permian Midland (4)		429.5		392.8		36.7		9	%
Permian Delaware		366.4		307.0		59.4		19	%
Total Permian		795.9		699.8		96.1		14	%

SouthTX		28.8		28.9		(0.1	)	—
North Texas		21.0		21.9		(0.9	)	(4	%)
SouthOK (5)		33.1		28.1		5.0		18	%
WestOK		15.2		11.7		3.5		30	%
Total Central		98.1		90.6		7.5		8	%

Badlands (5)		16.4		14.6		1.8		12	%
Total Field		910.4		805.0		105.4		13	%

Coastal		32.7		39.1		(6.4	)	(16	%)

Total		943.1		844.1		99.0		12	%
Crude oil, Badlands, MBbl/d		107.1		94.4		12.7		13	%
Crude oil, Permian, MBbl/d		29.0		27.6		1.4		5	%
Natural gas sales, BBtu/d (3)		2,592.8		2,650.5		(57.7	)	(2	%)
NGL sales, MBbl/d (3)		570.2		498.8		71.4		14	%
Condensate sales, MBbl/d		18.1		19.1		(1.0	)	(5	%)
Average realized prices (7):
Natural gas, $/MMBtu		2.24		1.50		0.74		49	%
NGL, $/gal		0.50		0.48		0.02		4	%
Condensate, $/Bbl		72.32		77.22		(4.90	)	(6	%)

^{(1)    Segment operating statistics include the effect of intersegment amounts, which have been eliminated from the consolidated presentation. For all volume statistics presented, the numerator is the total volume sold during the period and the denominator is the number of calendar days during the period.}
^{(2)    Plant natural gas inlet represents the Company’s undivided interest in the volume of natural gas passing through the meter located at the inlet of a natural gas processing plant, other than Badlands during 2024.}
^{(3)    Plant natural gas inlet volumes and gross NGL production volumes include producer take-in-kind volumes, while natural gas sales and NGL sales exclude producer take-in-kind volumes.}
^{(4)    Permian Midland includes operations in WestTX, of which the Company owns a 72.8% undivided interest, and other plants that are owned 100% by the Company. Operating results for the WestTX undivided interest assets are presented on a pro-rata net basis in the Company’s reported financials.}
^{(5)    Operations include facilities that are not wholly owned by the Company.}
^{(6)    Badlands natural gas inlet represents the total wellhead volume and includes the Targa volumes processed at the Little Missouri 4 plant.}
^{(7)    Average realized prices, net of fees, include the effect of realized commodity hedge gain/loss attributable to the Company’s equity volumes. The price is calculated using total commodity sales plus the hedge gain/loss as the numerator and total sales volume as the denominator, net of fees.}

The following table presents the realized commodity hedge gain (loss) attributable to the Company’s equity volumes that are included in the adjusted operating margin of the Gathering and Processing segment:

	Three Months Ended March 31, 2025								Three Months Ended March 31, 2024
	(In millions, except volumetric data and price amounts)
	Volume Settled		Price Spread (1)			Gain (Loss)			Volume Settled		Price Spread (1)			Gain (Loss)
Natural gas (BBtu)		7.7	$	0.96		$	7.4			14.4	$	1.27		$	18.3
NGL (MMgal)		97.5		(0.07	)		(6.6	)		134.1		0.01			1.7
Crude oil (MBbl)		0.7		1.00			0.7			0.4		(7.25	)		(2.9	)
						$	1.5							$	17.1

^{(1) The price spread is the differential between the contracted derivative instrument pricing and the price of the corresponding settled commodity transaction.}

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

The increase in adjusted operating margin was predominantly due to higher natural gas inlet volumes in the Permian. The increase in natural gas inlet volumes in the Permian was attributable to the addition of the Roadrunner II plant during the second quarter of 2024, the Greenwood II plant during the fourth quarter of 2024, the Bull Moose plant during the first quarter of 2025, and continued strong producer activity despite severe winter weather events which impacted volumes during the first quarter of 2025.

The increase in operating expenses was primarily due to higher volumes and multiple plant additions in the Permian.

Logistics and Transportation Segment

The Logistics and Transportation segment includes the activities and assets necessary to convert mixed NGLs into NGL products and also includes other assets and value-added services such as transporting, storing, fractionating, terminaling, and marketing of NGLs and NGL products, including services to LPG exporters and certain natural gas supply and marketing activities in support of the Company’s other businesses. The Logistics and Transportation segment also includes Grand Prix NGL Pipeline, which connects the Company’s gathering and processing positions in the Permian Basin, Southern Oklahoma and North Texas with the Company’s Downstream facilities in Mont Belvieu, Texas. The Company’s Downstream facilities are located predominantly in Mont Belvieu and Galena Park, Texas, and in Lake Charles, Louisiana.

The following table provides summary data regarding results of operations of this segment for the periods indicated:

	Three Months Ended March 31,
	2025		2024		2025 vs. 2024
	(In millions, except operating statistics)
Operating margin	$	646.7	$	532.1	$	114.6		22	%
Operating expenses		95.5		90.0		5.5		6	%
Adjusted operating margin	$	742.2	$	622.1	$	120.1		19	%
Operating statistics MBbl/d (1):
NGL pipeline transportation volumes		843.5		717.8		125.7		18	%
Fractionation volumes		979.9		797.2		182.7		23	%
Export volumes		447.7		439.0		8.7		2	%
NGL sales		1,186.4		1,227.6		(41.2	)	(3	%)

(1) Segment operating statistics include intersegment amounts, which have been eliminated from the consolidated presentation. For all volume statistics presented, the numerator is the total volume sold during the period and the denominator is the number of calendar days during the period.

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

The increase in adjusted operating margin was due to higher pipeline transportation and fractionation margin and higher marketing margin. Pipeline transportation and fractionation volumes benefited from higher supply volumes primarily from the Company’s Permian Gathering and Processing systems, the addition of Train 9 during the second quarter of 2024, the in-service of the Daytona NGL Pipeline during the third quarter of 2024, and the addition of Train 10 during the fourth quarter of 2024. Marketing margin increased due to greater optimization opportunities.

The increase in operating expenses was predominantly due to system expansions.

Other

	Three Months Ended March 31,
	2025			2024			2025 vs. 2024
	(In millions)
Operating margin	$	(248.8	)	$	(22.1	)	$	(226.7	)
Adjusted operating margin	$	(248.8	)	$	(22.1	)	$	(226.7	)

Other contains the results of commodity derivative activity mark-to-market gains/losses related to derivative contracts that were not designated as cash flow hedges. The Company has entered into derivative instruments to hedge the commodity price associated with a portion of the Company’s future commodity purchases and sales and natural gas transportation basis risk within the Company’s Logistics and Transportation segment.

About Targa Resources Corp.

Targa Resources Corp. is a leading provider of midstream services and is one of the largest independent infrastructure companies in North America. The Company owns, operates, acquires and develops a diversified portfolio of complementary domestic infrastructure assets and its operations are critical to the efficient, safe and reliable delivery of energy across the United States and increasingly to the world. The Company’s assets connect natural gas and NGLs to domestic and international markets with growing demand for cleaner fuels and feedstocks. The Company is primarily engaged in the business of: gathering, compressing, treating, processing, transporting, and purchasing and selling natural gas; transporting, storing, fractionating, treating, and purchasing and selling NGLs and NGL products, including services to LPG exporters; and gathering, storing, terminaling, and purchasing and selling crude oil.

Targa is a FORTUNE 500 company and is included in the S&P 500.

For more information, please visit the Company’s website at www.targaresources.com.

Non-GAAP Financial Measures

This press release includes the Company’s non-GAAP financial measures: adjusted EBITDA, adjusted cash flow from operations, adjusted free cash flow and adjusted operating margin (segment). The following tables provide reconciliations of these non-GAAP financial measures to their most directly comparable GAAP measures.

The Company utilizes non-GAAP measures to analyze the Company’s performance. Adjusted EBITDA, adjusted cash flow from operations, adjusted free cash flow and adjusted operating margin (segment) are non-GAAP measures. The GAAP measures most directly comparable to these non-GAAP measures are income (loss) from operations, Net income (loss) attributable to Targa Resources Corp. and segment operating margin. These non-GAAP measures should not be considered as an alternative to GAAP measures and have important limitations as analytical tools. Investors should not consider these measures in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. Additionally, because the Company’s non-GAAP measures exclude some, but not all, items that affect income and segment operating margin, and are defined differently by different companies within the Company’s industry, the Company’s definitions may not be comparable with similarly titled measures of other companies, thereby diminishing their utility. Management compensates for the limitations of the Company’s non-GAAP measures as analytical tools by reviewing the comparable GAAP measures, understanding the differences between the measures and incorporating these insights into the Company’s decision-making processes.

Adjusted Operating Margin

The Company defines adjusted operating margin for the Company’s segments as revenues less product purchases and fuel. It is impacted by volumes and commodity prices as well as by the Company’s contract mix and commodity hedging program.

Gathering and Processing adjusted operating margin consists primarily of:

service fees related to natural gas and crude oil gathering, treating and processing; and
revenues from the sale of natural gas, condensate, crude oil and NGLs less producer settlements, fuel and transport and the Company’s equity volume hedge settlements.

Logistics and Transportation adjusted operating margin consists primarily of:

service fees (including the pass-through of energy costs included in certain fee rates);
system product gains and losses; and
NGL and natural gas sales, less NGL and natural gas purchases, fuel, third-party transportation costs and the net inventory change.

The adjusted operating margin impacts of mark-to-market hedge unrealized changes in fair value are reported in Other.

Adjusted operating margin for the Company’s segments provides useful information to investors because it is used as a supplemental financial measure by management and by external users of the Company’s financial statements, including investors and commercial banks, to assess:

the financial performance of the Company’s assets without regard to financing methods, capital structure or historical cost basis;
the Company’s operating performance and return on capital as compared to other companies in the midstream energy sector, without regard to financing or capital structure; and
the viability of capital expenditure projects and acquisitions and the overall rates of return on alternative investment opportunities.

Management reviews adjusted operating margin and operating margin for the Company’s segments monthly as a core internal management process. The Company believes that investors benefit from having access to the same financial measures that management uses in evaluating the Company’s operating results. The reconciliation of the Company’s adjusted operating margin to the most directly comparable GAAP measure is presented under “Review of Segment Performance.”

Adjusted EBITDA

The Company defines adjusted EBITDA as Net income (loss) attributable to Targa Resources Corp. before interest, income taxes, depreciation and amortization, and other items that the Company believes should be adjusted consistent with the Company’s core operating performance. The adjusting items are detailed in the adjusted EBITDA reconciliation table and its footnotes. Adjusted EBITDA is used as a supplemental financial measure by the Company and by external users of the Company’s financial statements such as investors, commercial banks and others to measure the ability of the Company’s assets to generate cash sufficient to pay interest costs, support the Company’s indebtedness and pay dividends to the Company’s investors.

Adjusted Cash Flow from Operations and Adjusted Free Cash Flow

The Company defines adjusted cash flow from operations as adjusted EBITDA less cash interest expense on debt obligations and cash tax (expense) benefit. The Company defines adjusted free cash flow as adjusted cash flow from operations less maintenance capital expenditures (net of any reimbursements of project costs) and growth capital expenditures, net of contributions from noncontrolling interests and including contributions to investments in unconsolidated affiliates. Adjusted cash flow from operations and adjusted free cash flow are performance measures used by the Company and by external users of the Company’s financial statements, such as investors, commercial banks and research analysts, to assess the Company’s ability to generate cash earnings (after servicing the Company’s debt and funding capital expenditures) to be used for corporate purposes, such as payment of dividends, retirement of debt or redemption of other financing arrangements.

The following table reconciles the non-GAAP financial measures used by management to the most directly comparable GAAP measures for the periods indicated:

	Three Months Ended March 31,
	2025			2024
	(In millions)
Reconciliation of Net income (loss) attributable to Targa Resources Corp. to Adjusted EBITDA, Adjusted Cash Flow from Operations and Adjusted Free Cash Flow
Net income (loss) attributable to Targa Resources Corp.	$	270.5		$	275.2
Interest (income) expense, net		197.1			228.6
Income tax expense (benefit)		72.2			82.7
Depreciation and amortization expense		367.6			340.5
(Gain) loss on sale or disposition of assets		(0.5	)		(1.1	)
Write-down of assets		2.0			1.0
(Gain) loss from financing activities		0.6			—
Equity (earnings) loss		(5.5	)		(2.8	)
Distributions from unconsolidated affiliates		4.9			6.3
Compensation on equity grants		17.6			14.6
Risk management activities		248.8			22.0
Noncontrolling interests adjustments (1)		3.2			(0.8	)
Adjusted EBITDA	$	1,178.5		$	966.2
Interest expense on debt obligations (2)		(193.2	)		(224.9	)
Cash taxes		(15.3	)		(2.9	)
Adjusted Cash Flow from Operations	$	970.0		$	738.4
Maintenance capital expenditures, net (3)		(47.3	)		(49.8	)
Growth capital expenditures, net (3)		(594.5	)		(685.8	)
Adjusted Free Cash Flow	$	328.2		$	2.8

^{(1)    Represents adjustments related to the Company’s subsidiaries with noncontrolling interests, including depreciation and amortization expense as well as earnings for certain plants within Targa’s WestTX joint venture not subject to noncontrolling interest accounting.}
^{(2)    Excludes amortization of interest expense. The three months ended March 31, 2024 includes $54.9 million of interest expense on a 2024 legal ruling associated with an agreement, dated December 27, 2015, for crude oil and condensate between Targa Channelview LLC, then a subsidiary of the Company, and Noble Americas Corp.}
^{(3)    Represents capital expenditures, net of contributions from noncontrolling interests and includes contributions to investments in unconsolidated affiliates.}

The following table presents a reconciliation of estimated net income of the Company to estimated adjusted EBITDA for 2025:

	2025E
	(In millions)
Reconciliation of Estimated Net Income Attributable to Targa Resources Corp. to
Estimated Adjusted EBITDA
Net income attributable to Targa Resources Corp.	$	1,555.0
Interest expense, net		860.0
Income tax expense		485.0
Depreciation and amortization expense		1,525.0
Equity earnings		(20.0	)
Distributions from unconsolidated affiliates		25.0
Compensation on equity grants		70.0
Risk management and other		250.0
Estimated Adjusted EBITDA	$	4,750.0

Regulation FD Disclosures

The Company uses any of the following to comply with its disclosure obligations under Regulation FD: press releases, SEC filings, public conference calls, or our website. The Company routinely posts important information on its website at www.targaresources.com, including information that may be deemed to be material. The Company encourages investors and others interested in the company to monitor these distribution channels for material disclosures.

Forward-Looking Statements

Certain statements in this release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future, are forward-looking statements, including statements regarding our projected financial performance, capital spending and payment of future dividends. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties, factors and risks, many of which are outside the Company’s control, which could cause results to differ materially from those expected by management of the Company. Such risks and uncertainties include, but are not limited to, actions taken by other countries with significant hydrocarbon production, weather, political, economic and market conditions, including a decline in the price and market demand for natural gas, natural gas liquids and crude oil, the timing and success of our completion of capital projects and business development efforts, the expected growth of volumes on our systems, the impact of significant public health crises, commodity price volatility due to ongoing or new global conflicts, the impact of disruptions in the bank and capital markets, including those resulting from lack of access to liquidity for banking and financial services firms, changes in laws and regulations, particularly with regard to taxes, tariffs and international trade, and other uncertainties. These and other applicable uncertainties, factors and risks are described more fully in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, and any subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company does not undertake an obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Targa Investor Relations
InvestorRelations@targaresources.com
(713) 584-1133

The MIL Network –

May 1, 2025

MIL-OSI Europe: Highlights – European Court of Auditors (ECA) Special Report 08/2025 “VAT fraud on imports” – Subcommittee on Tax Matters

Source: European Parliament

On 14 May from 15:00 to 16:15, together with the CONT committee, the FISC Subcommittee will invite Mr François-Roger Cazala, Member responsible of the European Court of Auditors (ECA) to present its the Special report 08/2025 on “Value Added Tax fraud on imports – The EU’s financial interests are insufficiently protected under simplified import customs procedures”.

Value Added Tax (VAT) fraud negatively affects the collection of revenues in Member States as well as in the EU. According to the Commission, Member States lost around €89 billion in 2022. Fraud committed by traders on VAT levied on imports contributes to this loss and is one of the main types of cross-border VAT fraud affecting the fiscal policies and public finances of the EU.

“The EU’s financial interests and single market are not protected firmly enough against Value Added Tax (VAT) fraud on imports when simplified import customs procedures are used”, according to ECA. There are serious weaknesses in the checks carried out by Member States and shortcomings in the cooperation at EU level and across Member States to combat the abuse of these procedures.

The presentation will provide an opportunity for ECA to present its report and discuss its findings with CONT and FISC Members.

ECA pecial report 08/2025 on “Value Added Tax fraud on imports – The EU’s financial interests are insufficiently protected under simplified import customs procedures”

Source : © European Union, 2025 – EP

MIL OSI Europe News –

May 1, 2025

MIL-OSI Europe: Highlights – European Court of Auditors (ECA) Special Report 08/2025 on “VAT fraud on imports” – Committee on Budgetary Control

Source: European Parliament

European Court of Auditors © Image used under the license from Adobe Stock

On 14 May from 15:00 to 16:15, together with the CONT committee, the FISC Subcommittee will invite Mr François-Roger Cazala, Member responsible of the European Court of Auditors (ECA) to present its the Special report 08/2025 on “Value Added Tax fraud on imports – The EU’s financial interests are insufficiently protected under simplified import customs procedures”.

Value Added Tax (VAT) fraud negatively affects the collection of revenues in Member States as well as in the EU. According to the Commission, Member States lost around €89 billion in 2022. Fraud committed by traders on VAT levied on imports contributes to this loss and is one of the main types of cross-border VAT fraud affecting the fiscal policies and public finances of the EU. “The EU’s financial interests and single market are not protected firmly enough against Value Added Tax (VAT) fraud on imports when simplified import customs procedures are used”, according to ECA. There are serious weaknesses in the checks carried out by Member States and shortcomings in the cooperation at EU level and across Member States to combat the abuse of these procedures. The presentation will provide an opportunity for ECA to present its report and discuss its findings with CONT and FISC Members.

MIL OSI Europe News –

May 1, 2025

MIL-OSI Asia-Pac: Shri Arvind Shrivastava took charge as Secretary, Department of Revenue, Ministry of Finance, today

Source: Government of India

Posted On: 01 MAY 2025 1:46PM by PIB Delhi

Shri Arvind Shrivastava, takes charge as the Secretary, Department of Revenue, Ministry of Finance, today.

The Appointments Committee of the Cabinet on 18^th April 2025 appointed Shri Shrivastava as the Secretary, D/o Revenue.

Previously, Shri Shrivastava, a 1994-batch Indian Administrative Service (IAS) officer of the Karnataka cadre, served as Joint Secretary and then Additional Secretary in the Prime Minister’s Office.

Before that, Shri Shrivastava has also served as Joint Secretary, in the Budget Division of the Department of Economic Affairs, Ministry of Finance; Development Officer in the Asian Development Bank; Secretary, Finance Dept., Bengaluru; Secretary, Urban Development Department, Bengaluru; Managing Director in the Urban Infrastructure Development & Finance Corporation, Karnataka.

****

NB/KMN

(Release ID: 2125726) Visitor Counter : 24

MIL OSI Asia Pacific News –

May 1, 2025

MIL-OSI United Kingdom: Save up to £2,000 a year on childcare for your new school starter

Source: United Kingdom – Executive Government & Departments

Press release

Save up to £2,000 a year on childcare for your new school starter

Parents reminded how they can save thousands on the cost of childcare with Tax-Free Childcare.

Working families sending their child to school for the first time in September can save up to £2,000 a year per child on their childcare bills
Tax-Free Childcare can be used flexibly to pay for childminders, wraparound and holiday childcare
Supporting the Government’s mission to grow the economy and deliver on the Plan for Change

Hundreds of thousands of families who recently found out their little one’s September primary school place, can use Tax-Free Childcare to save thousands on wraparound childcare and holiday club costs HM Revenue and Customs (HMRC) has said.

Many working families will now be arranging childcare for the start and end of the school day, and with Tax-Free Childcare they can get financial support of up to £2,000 a year per child, or £4,000 if their child is disabled, towards the cost.

Visit GOV.UK to check eligibility and register for Tax-Free Childcare.

Darren Jones, Chief Secretary to the Treasury said:

Through our Plan for Change, we are putting more money into the pockets of working people, worth up to £2,000 per year through Tax-Free Childcare. This will make it easier for parents to get back into work as we go further and faster to grow the economy.

Myrtle Lloyd, HMRC’s Director General for Customer Services, said:

Starting school can be an expensive time, there’s a lot to buy and there’s also a lot to organise. Now you know where your child is going to school you can start organising your childcare and Tax-Free Childcare can help make the costs more manageable. Sign up to start saving today on GOV.UK.

Tax-Free Childcare can be used to pay for any approved childcare so parents can arrange their childcare to suit them – whether that’s wraparound care, a childminder, after school clubs or school holiday care.

Parents can use the scheme to pay for childcare for children aged 11 or under, or up to 16 if the child has a disability.

For every £8 deposited in a Tax-Free Childcare account, the government tops it by £2 which means parents can receive up to £500 (or £1,000 if their child is disabled) every 3 months to use to pay for their childcare costs.

Once an account is opened, parents can deposit money and use it straight away or keep it in the account to use it whenever it’s needed. Any unused money in the account can be withdrawn at any time.  

The government’s Plan for Change is putting more money in people’s pockets and with Tax-Free Childcare, working families can save on their childcare bills by up to £2,000 per year per child or £4,000 a year if their child is disabled.

Families could be eligible for Tax-Free Childcare if they:  

have a child or children aged 11 or under. They stop being eligible on 1 September after their 11th birthday. If their child has a disability, they receive up to £4,000 a year until 1 September after their 16th birthday
the parent and their partner (if they have one) earn, or expect to earn, at least the National Minimum Wage or Living Wage for 16 hours a week, on average  
each earn no more than £100,000 per annum  
do not receive Universal Credit or childcare vouchers

A full list of the eligibility criteria is available on GOV.UK.  

Tax-Free Childcare can be used alongside the free childcare hours subject to eligibility.

Further Information

Latest Tax-Free Childcare statistics with data available up until December 2024 were released in February.

For more information about Tax-Free Childcare and how to register.

Each eligible child requires their own Tax-Free Childcare account. If families have more than one eligible child, they will need to register an account for each child. The government top-up is then applied to deposits made for each child, not household.  

Account holders must confirm their details are up to date every 3 months to continue receiving the government top-up.  

Childcare providers can also sign up for a childcare provider account via GOV.UK to receive payments from parents and carers via the scheme.

Published 1 May 2025

MIL OSI United Kingdom –

May 1, 2025

MIL-OSI Video: 📺 FIRST 💯 DAYS IN 1 MINUTE #immigration #shorts

Source: United States of America – Federal Government Departments (video statements)

FIRST 100 DAYS IN 1 MINUTE

Here’s a glimpse of our immigration enforcement operations nationwide in the first 100 days of the administration.

“Make sure we clean up our streets and give the American people back their country” —@DHSgov Secretary Kristi Noem

It’s not easy, but we’re proud to enforce the nation’s laws to make us all safer.

Thank you for the tip line calls & supporting your local ICE officers & special agents!

866-DHS-2-ICE

https://www.youtube.com/watch?v=SKyOx5gA6Pg

MIL OSI Video –

May 1, 2025

MIL-OSI USA: Congresswoman Ramirez Reintroduces Legislation to Protect Tenants’ Rights to Organize

Source: United States House of Representatives – Representative Delia Ramirez – Illinois (3rd District)

Washington, DC — Today, Congresswoman Delia C. Ramirez (IL-03), joined by Representatives Rashida Tlaib (MI-12), Ayanna Pressley (MA-07), Jimmy Gomez (CA-34), and Greg Casar (TX-35), reintroduced the Tenants’ Right to Organize Act, legislation to protect the power of tenants, including those with federal vouchers, to organize. The landmark, progressive legislation has been expanded to protect tenants ‘ right to take legal action against landlords who oppose their organizing rights.

As tenant unions across the nation are changing the housing landscape, H.R. 3049, the Tenants’ Right to Organize Act, aims to amplify their efforts by:

Protecting the organizing rights of tenants with Housing Choice Vouchers (HCV) and tenants living in Low-Income Housing Tax Credit (LIHTC) properties.
Expanding protections to mixed-status families and those who may not be eligible for tenant-based rental assistance.
Granting tenants the right to legal action against illegal acts by landlords.

Currently, only public housing tenants have a legally recognized right to organize. By extending this right to HVC and LIHTC tenants, the bill acknowledges that all tenants deserve decent, safe, stable, and sanitary housing.

“Throughout our nation, tenants have recognized the power they wield when they come together. Tenant organizing is not only winning battles against unfair housing practices, unjustified evictions, housing discrimination, and uncontrolled price hikes; it is also changing housing public policy. Tenant organizing protects the right to safe, stable housing for thousands of families,” said Congresswoman Delia Ramirez. “With a worsening housing affordability and access crisis, all tenants must have the right to organize for safe, stable, equitable housing. I am honored to lead my friends and colleagues, Rep. Rashida Tlaib, Rep. Ayanna Pressley, Rep. Jimmy Gomez, and Rep. Greg Casar, in the introduction of the Tenants’ Right to Organize Act, a historic measure to protect and expand the community power changing the landscape of housing for everyone.”

“Housing is a human right, and everyone deserves shelter that is safe, affordable, and properly maintained. Tenant organizations allow residents to protect their rights, hold their landlords accountable, and ensure that their basic needs are met. That’s why I’m proud to join Representatives Ramirez, Pressley, Gomez, and Casar in reintroducing this bill to ensure that Housing Choice Voucher and LIHTC tenants can organize without fear of retaliation or harassment. All renters, including those in federally assisted properties, deserve the right to organize and truly have a voice in the decisions that affect their lives,” said Congresswoman Rashida Tlaib.

“As the daughter of a tenants’ rights organizer, I learned firsthand how essential it is that tenants be able to advocate for a safe and healthy place to call home,” said Rep. Ayanna Pressley. “Our bill would protect and expand this right and enable tenants to hold landlords accountable and demand better living conditions. I’m proud to partner with my colleagues on a bill to affirm safe and stable housing as the human right that it is.”

“I founded the first-ever Congressional Renters Caucus because every person deserves a safe and affordable place to live,” said Rep. Jimmy Gomez. “Our legislation helps advance that mission by protecting tenants from retaliation and ensuring they can organize and make their voices heard. I, along with Representatives Ramirez, Tlaib, Pressley, and Casar, will continue fighting to get this bill across the finish line.”

“Across our country, renters deserve the right to work together to ask for lower rent and fees,” said Congressman Greg Casar. “People shouldn’t have the police called on them, or be worried that their lease is going to be canceled, just because they’re coming together to collectively ask for improvements to their housing or lower rents. As an Austin City Council member, the final policy that I passed was to establish a right to organize for all tenants. Now, it’s time to begin extending that right nationwide.”

The bill has the endorsement of local and national organizations, like National Housing Law Project (NHLP), Leaders and Organizers for Tenant Empowerment (LOFTE) Network, Lugenia Burns Hope Center, Housing is a Human Right, the Shriver Center on Poverty Law, the Metropolitan Tenants Organization, the George Wiley Center, Housing Action Illinois, the National Alliance of HUD Tenants, and Baltimore Renters United.

The full text of the legislation can be found HERE.

BACKGROUND:

The Tenants’ Right to Organize Act is a continuation of the housing work Congresswoman Ramirez championed during her time in the Illinois General Assembly. Her leadership resulted in passing housing legislation that expanded access and funding for Homeless Prevention and provided emergency housing assistance to renters and homeowners during the COVID-19 emergency and recovery period.

Ramirez’s multisectoral focus on housing responds to the current national housing crisis, worsened by Trump’s policies. According to the National Housing Coalition, there is a staggering 7.1 million shortage of affordable homes, with 293,000 homes needed just in Illinois. The National Alliance to End Homelessness estimates 771,480 people are experiencing street and shelter homelessness on any given day, setting new records. In addition, tens of thousands of Illinois families live doubled-up with family and friends. It is estimated that the expansion of tariffs on steel, aluminum, lumber, and other construction materials will increase the cost to build affordable, quality housing.

MIL OSI USA News –

May 1, 2025

MIL-OSI Video: THE AMERICA FIRST DREAM TEAM HAS BEEN ASSEMBLED 🇺🇸🦅

Source: United States of America – The White House (video statements)

THE AMERICA FIRST DREAM TEAM HAS BEEN ASSEMBLED

https://www.youtube.com/watch?v=xDQxHEatf94

MIL OSI Video –

May 1, 2025

MIL-OSI USA: Griffith Statement on IRS Tax Relief Announcement

Source: United States House of Representatives – Congressman Morgan Griffith (R-VA)

The United States Internal Revenue Service (IRS) announced tax relief for individuals and businesses in parts of Virginia affected by the severe February winter storms.

Affected individuals in businesses will have until November 3, 2025, to file their tax returns. Ninth District localities which qualified for tax relief include:

– Counties: Bedford, Bland, Buchanan, Carroll, Craig, Dickenson, Floyd, Franklin, Giles, Grayson, Lee, Montgomery, Pulaski, Russell, Scott, Smyth, Tazewell, Washington, Wise and Wythe

– Cities: Bristol

U.S. Congressman Morgan Griffith (R-VA) issued the following statement:

“After the February winter storms, I sought to help deliver tax relief to the impacted Southwest Virginia communities. After weeks of advocacy and extensive talks, I am glad that we reached this milestone. Today’s announcement is significant help for Southwest Virginia, but I will continue to advocate for access to more recovery services.”

BACKGROUND

On February 10, 2025, severe winter storms hit Southwest Virginia.

Following the storms, Rep. Griffith visited sites in Buchanan County, Dickenson County and Tazewell County to tour storm damage.

On February 17, 2025, Rep. Griffith co-led a letter with U.S. Senators Tim Kaine and Mark Warner requesting President Donald Trump approve Governor Youngkin’s request for an expedited Major Disaster Declaration.

President Trump’s Administration approved Virginia’s request in April.

According to an IRS press release, the Nov. 3, 2025, deadline applies to individual income tax returns and payments normally due on April 15, 2025. The Nov. 3 deadline also applies to 2024 contributions to IRAs and health savings accounts for eligible taxpayers. This relief also applies to the estimated tax payments normally due on April 15, June 16, and Sept. 15, 2025. Penalties on payroll and excise tax deposits due on or after Feb. 10, 2025, and before Feb. 25, 2025, will be abated as long as the tax deposits were made by Feb 25, 2025.

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MIL OSI USA News –

May 1, 2025

MIL-OSI United Kingdom: Scotland’s most remote towns and villages get huge broadband upgrade as UK government vows to end digital exclusion plight

Source: United Kingdom – Executive Government & Departments 2

Press release

Scotland’s most remote towns and villages get huge broadband upgrade as UK government vows to end digital exclusion plight

Around 65,000 Scottish homes and businesses, including many in some of the most isolated areas of the United Kingdom, will receive access to fast, reliable broadband.

Broadband upgrade for Scotland’s remote locations.

Around 65,000 homes and businesses in Scotland to gain access to lightning-fast broadband for the first time, helping to break down barriers to opportunity and kickstart economic growth under the Government’s Plan for Change
UK Government signs largest ever contract worth £157 million to bring gigabit-capable internet to the Highlands, Outer Hebrides, and hard-to-reach areas across most of Scotland
Rollout to help break down barriers to opportunity for those struggling to get online and boost local economic growth under the Government’s Plan for Change

Around 65,000 Scottish homes and businesses, including many in some of the most isolated areas of the United Kingdom, will receive access to fast, reliable broadband as government helps break down barriers to opportunity and boost economic growth under the Plan for Change.

Digitally isolated communities across Scotland, where using the web can be almost impossible due to outdated infrastructure, will be able to work, bank, shop and study online without buffering, thanks to gigabit-capable broadband funded by the UK government.

Several remote islands off Scotland’s west coast will benefit, including thousands of premises across the Outer Hebrides – a chain of over 100 islands where currently just seven per cent of premises can access gigabit broadband, among the lowest in the UK – as well as the isles of Skye, Islay and Tiree.

Rural parts of the Highlands will also be covered by this boost, such as Applecross, an extremely remote peninsula, and Durness, the most north-westerly village on the UK mainland.

The £157 million contract with Openreach is the largest ever under Project Gigabit. It will power up efforts to tackle digital exclusion across the entire UK – delivering the Prime Minister’s Plan for Change, from boosting local economic growth through giving businesses the vital tools they need, to improving access to public services like virtual NHS appointments.

Telecoms Minister Chris Bryant said:

Digital exclusion for people living and working in hard-to-reach areas across Scotland can be a huge obstacle to living a better and healthier life. Elderly and vulnerable people could miss out on the best treatment options in North Ayrshire, while budding entrepreneurs could be held back from their dream of running a successful business in Moray.

With our recent Digital Inclusion Action Plan, we have pledged to take everyone along with us in the digital revolution so that we don’t entrench existing inequalities as technological progress races ahead.

This huge UK Government investment is a commitment to using technology to make lives in Scotland better as well as turbocharging local economies to deliver on our growth mission under the government’s Plan for Change.

Openreach Deputy CEO, Katie Milligan, said:

Full fibre is the UK’s most reliable broadband technology, and more than half of Scotland’s homes can already order it thanks to Openreach. But we believe everyone deserves access to fast, reliable connections, so we’re proud to be helping extend access to communities that would otherwise be left behind. Our new network’s a catalyst for growth and jobs, with experts predicting it’ll bring a £4.4 billion boost to the Scottish economy and a raft of social and environmental benefits. We’re confident we’ll reach as many as 30 million UK premises by 2030, assuming the right economic conditions exist.

Yvonne Boles, Senior Site Manager of Tayside Reserves at RSPB Scotland, said:

We fell between a few gaps in local network improvements, but now we have gigabit capable fibre to the RSPB Loch Leven visitor centre, which has been a game changer for us.

The old internet was constantly going down or being very slow, which impacted our ability to work in the office as well as taking card payments in both the shop and the café.

We wasted so much time on the phone to IT trying to fix things for us. It’s been such a relief and a benefit to have reliable, powerful internet.

The deal was struck under an £800 million agreement with Openreach announced last August as part of wider plans to end the plight of digital exclusion across rural Britain, with work already underway to connect over 227,000 premises in hard-to-reach parts of Wales and England as part of the agreement. The agreement is funded by the UK government who will work alongside the Scottish Government and Openreach to deliver the coverage.

The contract will support significant work already being carried out through the Scottish Government’s R100 programme. It also builds on another Project Gigabit contract in Scotland, awarded in February through a partnership with the Scottish Government, for up to 11,000 premises in the Borders and Midlothian. More contracts are also expected to be signed later this year for Orkney, Shetland and across the east of Scotland.

Scottish Government Business Minister Richard Lochhead said:

This new contract brings even more investment to Scotland and we are committed to working with the UK Government and Openreach to drive efficiencies across both the R100 and Project Gigabit programmes and maximise gigabit coverage.

Through the Digital Scotland Superfast Broadband (DSSB) programme and our ongoing efforts with R100, over one million faster broadband connections have been delivered across Scotland through public investment – developing infrastructure, knowledge and experience that will be essential in ensuring the success of Project Gigabit in Scotland.

Scottish Secretary Ian Murray said:

This £157 million UK Government investment is a game changer for tens of thousands of homes and businesses in the most remote areas of Scotland. Rolling out lightning-fast broadband will equip and inspire local businesses to thrive, enable families to access vital services, and build resilient communities. Our Plan for Change recognises that rural communities are the backbone of our nation and economic growth must reach every corner of Scotland, ensuring that opportunity isn’t determined by postcode but by potential.

Project Gigabit targets places too difficult or expensive for providers to reach in their commercial build and would otherwise be left behind with older digital infrastructure. The world-class networks being built across the UK is laying the foundations needed to kickstart economic growth, creating and supporting thousands of high-skilled jobs, empowering industries of all kinds to innovate and increase productivity by taking up digital technology.

It’s also crucial to the government’s mission to break down barriers to opportunity, ensuring people can access vital services now and in the future, no matter where they are, from government services like Universal Credit and HMRC to online courses for those looking to improve their job prospects through new skills to helping pensioners combat loneliness by catching up with loved ones over higher quality video calls.

DSIT media enquiries

Email press@dsit.gov.uk

Monday to Friday, 8:30am to 6pm 020 7215 3000

Published 1 May 2025

MIL OSI United Kingdom –

May 1, 2025

MIL-OSI USA: WAYNE COUNTY – Governor’s Advisory Commissions Highlight Governor Josh Shapiro’s Proposed Investments to Recruit and Retain Child Care Workers, Expand Access to Quality Services in Honesdale

Source: US State of Pennsylvania

May 01, 2025 – Honesdale, PA

ADVISORY – WAYNE COUNTY – Governor’s Advisory Commissions Highlight Governor Josh Shapiro’s Proposed Investments to Recruit and Retain Child Care Workers, Expand Access to Quality Services in Honesdale

The Governor’s Advisory Commission on Women and Governor’s Advisory Commission on Latino Affairs will be joined by state legislators, local leaders, and childcare advocates to discuss Governor Shapiro’s proposed investment of $55 million to support childcare workforce recruitment and retention bonuses.

During his first two years in office, Governor Shapiro signed into law a historic expansion of the Child and Dependent Care Enhancement Tax Credit and created a new tax credit for businesses who want to contribute to their employees’ child care costs. Those two initiatives helped make child care more affordable – and the Governor’s proposal this year would make child care more available through an investment of $55 million to support child care workforce recruitment and retention grants.

WHO:
Ashley Walkowiak, Executive Director of Governor’s Advisory Commission on Women
Olga Negron, Executive Director of Governor’s Advisory Commission on Latino Affairs
State Senator Rosemary Brown, 40th Legislative District
Kristen Mang, Owner/Director of Tiny Steps Learning Center of Cherry Ridge
Pantea Shademani, Education Director for Wayne Pike Workforce Alliance

WHEN:
Thursday, May 1, 2025 at 11:45AM

WHERE:
Tiny Steps Learning Center of Cherry Ridge
2555 Lake Ariel Highway
Honesdale PA

RSVP: Press who are interested in attending must RSVP to ra-gvgovpress@pa.gov.

MIL OSI USA News –

May 1, 2025

MIL-OSI USA: Investing in America’s Workforce: “Apprenticeship Infrastructure Tax Credit Act of 2025” Introduced to Combat Workforce Shortages in Critical Industries

Source: United States House of Representatives – Representative Jake Ellzey (Texas, 6)

Washington, D.C. — In response to the nation’s escalating labor shortages, particularly in critical infrastructure sectors, Representative Jake Ellzey (TX-6) will formally introduce the Apprenticeship Infrastructure Tax Credit Act of 2025 in the coming days. This landmark legislation offers a business-centered solution to America’s growing workforce challenges by incentivizing investments in registered apprenticeship programs.

Currently, the U.S. faces 7.2 million job openings, with critical sectors like construction, manufacturing, and energy grappling with significant workforce shortages. By investing in our Nation’s workforce, America will experience unprecedented economic growth and prosperity resulting in energy independence.

The “Apprenticeship Infrastructure Tax Credit Act of 2025” proposes a $3,000 annual tax credit to employers for hiring and retaining registered apprentices in key occupations critical to our nation’s infrastructure, with an enhanced credit of $6,000 for members of the national guard and reserve components of the Armed Forces, recently separated veterans, transitioning service members, and their spouses.

Businesses will be able to claim these credits for up to two years per apprentice retained, recognizing employers’ long-term investment in their workforce. A $5 billion volume cap over ten years ensures the program remains fiscally responsible while encouraging the expansion of registered apprenticeships.

“This bill is about rebuilding the American workforce from the ground up,” said Congressman Jake Ellzey. “We’ve got job openings in critical industries and a generation of hardworking Americans ready to step in—they just need the training and opportunity. By rewarding businesses that invest in apprenticeships, especially for our veterans and transitioning service members, we’re strengthening our infrastructure, supporting our communities, and preparing the next generation to lead.”

In conjunction with National Apprenticeship Day on April 30, 2025, the introduction of this legislation reinforces bipartisan efforts to strengthen America’s skilled workforce. It also aligns with the President’s recent Executive Order on Preparing Americans for High-Paying, Skilled Trade Jobs of the Future, which emphasizes expanding access to registered apprenticeship programs as a critical component to equip American workers to produce world-class products and implement world-leading technologies. The legislation responds to Texas Governor Abbott’s February 2, 2025, announcement “Expanding Career Training as an Emergency Item,” addressing workforce challenges facing the state.

MIL OSI USA News –

May 1, 2025

MIL-OSI USA: Kelly, Panetta introduce bipartisan bill to boost retirement security through ESOPs

Source: United States House of Representatives – Representative Mike Kelly (R-PA)

WASHINGTON, D.C. — Today, U.S. Representatives Mike Kelly (R-PA), Chairman of the Ways & Means Subcommittee on Tax, and Jimmy Panetta (D-CA) introduced The Promotion and Expansion of Private Employee Ownership Act of 2025, legislation to grow and promote employee ownership through private ESOPs (Employee Stock Ownership Plans), a proven way to create stable jobs, build retirement wealth, and promote business growth.

“By expanding Employee Stock Ownership Plans (ESOPs), we can put more hardworking Americans on the path to financial prosperity and a secure retirement,” said Rep. Kelly. “This bipartisan, bicameral plan is a win-win for workers and businesses: it allows businesses to include employee ownership in the compensation package, and ESOPs often retain more employees as a result. This is great legislation for both the employer and employee alike!”

“Too many hardworking Americans are approaching retirement without financial security and peace of mind,” said Rep. Panetta. “By helping businesses become employee-owned through their retirement plans, this bipartisan bill would give workers a stake in their company and a stronger path to build savings. When employees have ownership, businesses do better, communities grow stronger, and our economy becomes more resilient.”

“Employee Stock Ownership Plans (ESOPs) empower hardworking Americans to achieve financial prosperity and secure their retirement while helping their companies grow and thrive,” said Stephanie Silverman, President and CEO of the Employee-Owned S Corporations of America (ESCA). “With job stability and economic growth a top priority for all workers, creating additional employee ownership opportunities is one way Congress can help more Americans retire with confidence and weather economic uncertainty.”

The Promotion and Expansion of Private Employee Ownership Act of 2025 would encourage S corporation business owners to form an ESOP, especially when looking to transition ownership.

BACKGROUND

Additionally, the bill would:

Provide needed technical assistance for companies that may be interested in forming an ESOP;
Ensure small businesses that become ESOP-owned retain their SBA certification;
Create an Advocate for Employee Ownership at the U.S. Department of Labor.

At introduction, Representatives Kelly and Panetta were joined by six original cosponsors on the House Ways & Means Committee: Reps. Ron Estes (R-KS), Brad Schneider (D-IL), Carol Miller (R-WV), Danny Davis (D-IL), Blake Moore (R-UT) and Terri Sewell (D-AL).

MIL OSI USA News –

May 1, 2025

MIL-OSI: Finward Bancorp Announces Earnings for the Quarter Ended March 31, 2025

Source: GlobeNewswire (MIL-OSI)

MUNSTER, Ind., April 30, 2025 (GLOBE NEWSWIRE) — Finward Bancorp (Nasdaq: FNWD) (the “Bancorp”), the holding company for Peoples Bank (the “Bank”), today announced that net income available to common stockholders was $456 thousand, or $0.11 per diluted share, for the quarter ended March 31, 2025, as compared to $2.1 million, or $0.49 per diluted share for the quarter ended December 31, 2024, and as compared to $9.3 million or $2.17 per diluted share for the quarter ended March 31, 2024. Selected performance metrics are as follows for the periods presented:

Finward Bancorp
Quarterly Financial Report

Performance Ratios	Quarter ended,
(unaudited)	March 31,		December 31,		September 30,		June 30,		March 31,
	2025		2024		2024		2024		2024
Return on equity	1.17	%	5.39	%	1.60	%	0.39	%	24.97	%
Return on assets	0.09	%	0.41	%	0.12	%	0.03	%	1.77	%
Tax adjusted net interest margin (Non-GAAP)	2.95	%	2.79	%	2.66	%	2.67	%	2.57	%
Noninterest income / average assets	0.43	%	0.72	%	0.55	%	0.50	%	2.57	%
Noninterest expense / average assets	2.81	%	2.75	%	2.80	%	2.79	%	2.86	%
Efficiency ratio	93.11	%	87.20	%	97.32	%	98.56	%	59.41	%

“Margin continued to expand in the first quarter as deposits repriced lower, continuing the trend we have seen over the past year. With economic uncertainty potentially increasing, we are maintaining our focus on capital and credit quality. Non-performing loans improved in the first quarter, and our Provision for Credit Loss was driven by model-related factors that reflect the broader trends we see in the economy. Seasonal and timing factors impacted operating expense and non-interest income, and we see opportunity in both areas as the year moves forward,” said Benjamin Bochnowski, CEO. “Our team remains focused on continued improvement in operating results, and on serving our customers and communities.”

Highlights of the current period include:

Net Interest Margin – The net interest margin for the quarter ended March 31, 2025, was 2.81%, compared to 2.65% for the quarter ended December 31, 2024. The tax-adjusted net interest margin (a non-GAAP measure) for the quarter ended March 31, 2025, was 2.95%, compared to 2.79% for the quarter ended December 31, 2024. The increased net interest margin for the three months ended March 31, 2025 compared to December 31, 2024 is primarily the result of reduced deposit and borrowing costs as a result of the Federal Reserve’s reduction of federal funds rates during the last four months of 2024. See Table 1 at the end of this press release for a reconciliation of the tax-adjusted net interest margin to the GAAP net interest margin.

Funding – As of March 31 2025, deposits totaled $1.8 billion, a decrease of $10.2 million, or 0.6% compared to December 31, 2024, which also totaled $1.8 billion. As of March 31, 2025, non-interest-bearing deposits totaled $281.5 million, an increase of $18.1 million or 6.9%, compared to December 31, 2024. Core deposits totaled $1.2 billion at both March 31, 2025 and December 31, 2024. Core deposits include checking, savings, and money market accounts and represented 68.9% of the Bancorp’s total deposits at March 31, 2025. As of March 31, 2025, balances for certificates of deposit totaled $544.8 million, compared to $560.3 million on December 31, 2024, a decrease of $15.5 million or 2.8%. The decline in total portfolio deposits is primarily related to cyclical flows and continued adjustments to deposit pricing. The increase in non-interest-bearing deposits is primarily attributable to inflows of business-related checking deposits after year-end. In addition, as of March 31, 2025, borrowings and repurchase agreements totaled $101.7 million, a decrease of $3.4 million or 3.2%, compared to December 31, 2024. The decrease in short-term borrowings was the result of cyclical inflows and outflows of interest-earning assets and interest-bearing liabilities.
As of March 31, 2025, 72% of our deposits are fully FDIC insured, and another 9% are further backed by the Indiana Public Deposit Insurance Fund. The Bancorp’s liquidity position remains strong with solid core deposit customer relationships, excess cash, debt securities, contractual loan repayments, and access to diversified borrowing sources. As of March 31, 2025, the Bancorp had available liquidity of $697 million including borrowing capacity from the FHLB and Federal Reserve facilities.

Securities Portfolio – Securities available for sale balances decreased by $3.5 million to $330.1 million as of March 31, 2025, compared to $333.6 million as of December 31, 2024. The decrease in securities available for sale was primarily due to continued portfolio runoff. Accumulated other comprehensive loss (“AOCL”) was $58.2 million as of March 31, 2025, compared to $58.1 million on December 31, 2024, a decline of $160.4 thousand, or 0.3%. The yield on the securities portfolio increased to 2.38% for the three months ended March 31, 2025 from 2.34% for the three months ended December 31, 2024. Management did not execute any securities sale transactions during the quarter.

Lending – The Bank’s aggregate loan portfolio totaled $1.5 billion on both March 31, 2025 and December 31, 2024. During the three months ended March 31, 2025, the Bank originated $36.7 million in new commercial loans, compared to $25.0 million during the three months ended December 31, 2024. The loan portfolio represents 79.1% of earning assets and is comprised of 62.6% commercial-related credits. At March 31, 2025, the Bancorp’s portfolio loan balances in commercial real estate owner occupied properties totaled $236.9 million or 15.7% of total loan balances and commercial real estate non-owner-occupied properties totaled $302.8 million or 20.1% of total loan balances. Of the $302.8 million in commercial real estate non-owner-occupied properties balances, loans collateralized by office buildings represented $40.4 million or 2.7% of total loan balances.

Asset Quality – At March 31, 2025, non-performing loans totaled $12.5 million, compared to $13.7 million at December 31, 2024, a decrease of $1.3 million or 9.1%. The Bank’s ratio of non-performing loans to total loans was 0.84% at March 31, 2025, compared to 0.91% at December 31, 2024. The Bank’s ratio of non-performing assets to total assets was 0.69% at March 31, 2025, compared to 0.74% at December 31, 2024. Management maintains a vigilant oversight of nonperforming loans through proactive relationship management.
The allowance for credit losses (ACL) on loans totaled $17.9 million at March 31, 2025, or 1.20% of total loans receivable, compared to $16.9 million at December 31, 2024, or 1.12% of total loans receivable, an increase of $1 million or 6.2%. The Bank’s unused commitment reserve, included in other liabilities, totaled $2.1 million at March 31, 2025, compared to $2.7 million at December 31, 2024, a decrease of $622 thousand or 22.7%.

For the quarter ended March 31, 2025, the Bank recorded a net provision for credit loss expense totaling $454 thousand based on historical loss rate updates, migration of loan and unfunded commitment segment balances, and other factors within the Bank’s ACL modeling. The first quarter’s provision expense consisted of a $1.1 million provision for credit losses on loans, and a $623 thousand reversal of provision for credit losses on unused commitments. The decrease in the Bank’s unused commitment reserve was primarily due to lower loss rates. For the quarter ended March 31, 2025, net charge-offs, totaled $32.7 thousand, compared to $2.2 million for the quarter ended December 31, 2024, a decrease of $2.1 million, or a decline of 97.2%. The ACL as a percentage of non-performing loans, or coverage ratio, was 143.8% at March 31, 2025 compared to 123.1% at December 31, 2024.

Operating Expenses – Non-interest expense as a percentage of average assets was 2.81% for the quarter ended March 31, 2025, as compared to 2.75% for the quarter ended December 31, 2024. The increase in non-interest expenses quarter over quarter was primarily attributable to increased compensation and benefit expenses offset by reduced data processing and marketing expenses. The Bank remains focused on identifying additional operating efficiencies and third-party expense reductions. Compensation and benefits expense is up 3.7% for the quarter ended March 31, 2025, compared to the quarter ended March 31, 2024, primarily due to annual merit-based salary increases during the quarter ended March 31, 2025.

Capital Adequacy – As of March 31, 2025, the Bank’s tier 1 capital to adjusted average assets ratio was 8.48%, an improvement of 0.01% compared to 8.47% at December 31, 2024. The Bank’s capital continues to exceed all applicable regulatory capital requirements as set forth in 12 C.F.R. § 324. The Bancorp’s tangible book value per share was $29.55 at March 31, 2025, up from $29.48 as of December 31, 2024 (a non-GAAP measure). Tangible common equity to total assets was 6.26% at March 31, 2025, up from 6.17% as of December 31, 2024 (a non-GAAP measure). Excluding accumulated other comprehensive losses, tangible book value per share increased to $43.02 as of March 31, 2025, from $42.94 as of December 31, 2024 (a non-GAAP measure). See Table 1 at the end of this press release for a reconciliation of the tangible book value per share, tangible book value per share adjusted for other accumulated comprehensive losses, tangible common equity as a percentage of total assets, and tangible common equity as a percentage of total assets adjusted for accumulated other comprehensive losses to the related GAAP ratios.

Disclosures Regarding Non-GAAP Financial Measures
Reported amounts are presented in accordance with GAAP. In this press release, the Bancorp also provides certain financial measures identified as non-GAAP. The Bancorp’s management believes that the non-GAAP information, which consists of tangible common equity, tangible common equity adjusted for accumulated other comprehensive losses, tangible book value per share, tangible book value per share adjusted for accumulated other comprehensive losses, tangible common equity/total assets, tax-adjusted net interest margin, and efficiency ratio, which can vary from period to period, provides a better comparison of period to period operating performance. The adjusted net interest income and tax-adjusted net interest margin measures recognize the income tax savings when comparing taxable and tax-exempt assets. Interest income and yields on tax-exempt securities and loans are presented using the current federal income tax rate of 21%. Management believes that it is standard practice in the banking industry to present net interest income and net interest margin on a fully tax-equivalent basis and that it may enhance comparability for peer comparison purposes. Additionally, the Bancorp believes this information is utilized by regulators and market analysts to evaluate a company’s financial condition and, therefore, such information is useful to investors. These disclosures should not be viewed as a substitute for financial results in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures which may be presented by other companies. Refer to Table 1 – Reconciliation of Non-GAAP Financial Measures at the end of this document for a reconciliation of the non-GAAP measures identified herein and their most comparable GAAP measures.

About Finward Bancorp
Finward Bancorp is a locally managed and independent financial holding company headquartered in Munster, Indiana, whose activities are primarily limited to holding the stock of Peoples Bank. Peoples Bank provides a wide range of personal, business, electronic and wealth management financial services from its 26 locations in Lake and Porter Counties in Northwest Indiana and Chicagoland. Finward Bancorp’s common stock is quoted on The NASDAQ Stock Market, LLC under the symbol FNWD. The website ibankpeoples.com provides information on Peoples Bank’s products and services, and Finward Bancorp’s investor relations.

Forward Looking Statements
This press release may contain forward-looking statements regarding the financial performance, business prospects, growth and operating strategies of the Bancorp. For these statements, the Bancorp claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in this communication should be considered in conjunction with the other information available about the Bancorp, including the information in the filings the Bancorp makes with the SEC. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Forward-looking statements are typically identified by using words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance.

Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include: changes in domestic and international trade policies, including tariffs and other non-tariff barriers, and the effects of such changes on the Bank and its customers; the Bank’s ability to demonstrate compliance with the terms of the previously disclosed consent order and memorandum of understanding entered into between the Bank and the Federal Deposit Insurance Corporation (“FDIC”) and Indiana Department of Financial Institutions (“DFI”), or to demonstrate compliance to the satisfaction of the FDIC and/or DFI within prescribed time frames; the Bank’s agreement under the memorandum of understanding to refrain from paying cash dividends without prior regulatory approval; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates, market liquidity, and capital markets, as well as the magnitude of such changes, which may reduce net interest margins; the aggregate effects of inflation experienced in recent years; further deterioration in the market value of securities held in the Bancorp’s investment securities portfolio, whether as a result of macroeconomic factors or otherwise; customer acceptance of the Bancorp’s products and services; customer borrowing, repayment, investment, and deposit practices; customer disintermediation; the introduction, withdrawal, success, and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions, and divestitures; economic conditions; and the impact, extent, and timing of technological changes, capital management activities, regulatory actions by the Federal Deposit Insurance Corporation and Indiana Department of Financial Institutions, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Bancorp’s reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K) filed with the SEC and available at the SEC’s Internet website (www.sec.gov). All subsequent written and oral forward-looking statements concerning matters attributable to the Bancorp or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, The Bancorp does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.

In addition to the above factors, we also caution that the actual amounts and timing of any future common stock dividends or share repurchases will be subject to various factors, including our capital position, financial performance, capital impacts of strategic initiatives, market conditions, and regulatory and accounting considerations, as well as any other factors that our Board of Directors deems relevant in making such a determination. Therefore, there can be no assurance that we will repurchase shares or pay any dividends to holders of our common stock, or as to the amount of any such repurchases or dividends.

FOR FURTHER INFORMATION
CONTACT SHAREHOLDER SERVICES
(219) 853-7575


Finward Bancorp
Quarterly Financial Report

Performance Ratios	Quarter ended,
(unaudited)	March 31,	December 31,	September 30,	June 30,	March 31,
	2025	2024	2024	2024	2024
Return on equity	1.17%	5.39%	1.60%	0.39%	24.97%
Return on assets	0.09%	0.41%	0.12%	0.03%	1.77%
Yield on loans	5.25%	5.27%	5.22%	5.11%	5.02%
Yield on security investments	2.38%	2.34%	2.37%	2.43%	2.37%
Total yield on earning assets	4.71%	4.74%	4.70%	4.64%	4.52%
Cost of interest-bearing deposits	2.17%	2.41%	2.47%	2.37%	2.36%
Cost of repurchase agreements	3.35%	3.65%	4.04%	3.86%	3.88%
Cost of borrowed funds	4.12%	4.31%	4.56%	4.95%	4.62%
Total cost of interest-bearing liabilities	2.28%	2.53%	2.63%	2.55%	2.53%
Tax adjusted net interest margin¹	2.95%	2.79%	2.66%	2.67%	2.57%
Noninterest income / average assets	0.43%	0.72%	0.55%	0.50%	2.57%
Noninterest expense / average assets	2.81%	2.75%	2.80%	2.79%	2.86%
Efficiency ratio	93.11%	87.20%	97.32%	98.56%	59.41%

Non-performing assets to total assets	0.69%	0.74%	0.73%	0.61%	0.64%
Non-performing loans to total loans	0.84%	0.91%	0.92%	0.75%	0.78%
Allowance for credit losses to non-performing loans	143.84%	123.10%	134.12%	161.17%	159.12%
Allowance for credit losses to loans receivable	1.20%	1.12%	1.23%	1.22%	1.25%

Basic earnings per share	$0.11	$0.49	$0.14	$0.03	$2.18
Diluted earnings per share	$0.11	$0.49	$0.14	$0.03	$2.17
Stockholders’ equity / total assets	7.44%	7.35%	7.69%	7.16%	7.32%
Book value per share	$35.10	$35.10	$36.99	$34.45	$35.17
Closing stock price	$29.10	$28.11	$31.98	$24.52	$24.60
Price to earnings per share ratio	68.08	14.25	56.21	182.60	2.82
Dividends declared per common share	$0.12	$0.12	$0.12	$0.12	$0.12


Non-GAAP Performance Ratios	Quarter ended,
(unaudited)	March 31,	December 31,	September 30,	June 30,	March 31,
	2025	2024	2024	2024	2024
Net interest margin – tax equivalent	2.95%	2.79%	2.66%	2.67%	2.57%
Tangible book value per diluted share	$29.55	$29.48	$31.28	$28.67	$29.30
Tangible book value per diluted share adjusted for AOCL	$43.02	$42.94	$42.47	$42.33	$42.36
Tangible common equity to total assets	6.26%	6.17%	6.51%	5.95%	6.09%
Tangible common equity to total assets adjusted for AOCL	9.12%	8.99%	8.83%	8.79%	8.81%

(1) Tax adjusted net interest margin represents a non-GAAP financial measure. See the non-GAAP reconciliation table section captioned “Non-GAAP Financial Measures” for further disclosure regarding non-GAAP financial measures


Quarter Ended
(Dollars in thousands)	Average Balances, Interest, and Rates
(unaudited)	March 31, 2025						December 31, 2024
	Average Balance			Interest		Rate (%)	Average Balance			Interest		Rate (%)
ASSETS
Interest bearing deposits in other financial institutions	$	53,553		$	540	4.03	$	50,271		$	650	5.17
Federal funds sold		1,375			12	3.49		891			9	4.04
Securities available-for-sale		336,060			1,998	2.38		343,411			2,011	2.34
Loans receivable		1,498,312			19,655	5.25		1,504,233			19,802	5.27
Federal Home Loan Bank stock		6,547			136	8.31		6,547			123	7.51
Total interest earning assets		1,895,847		$	22,341	4.71		1,905,353		$	22,595	4.74
Cash and non-interest bearing deposits in other financial institutions		27,919						27,360
Allowance for credit losses		(16,946	)					(18,110	)
Other noninterest bearing assets		153,148						154,707
Total assets	$	2,059,968					$	2,069,310

LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing deposits	$	1,481,377		$	8,044	2.17	$	1,465,198		$	8,811	2.41
Repurchase agreements		41,631			349	3.35		43,372			396	3.65
Borrowed funds		61,613			635	4.12		72,536			781	4.31
Total interest bearing liabilities		1,584,621		$	9,028	2.28		1,581,106		$	9,988	2.53
Non-interest bearing deposits		279,013						289,467
Other noninterest bearing liabilities		40,923						42,944
Total liabilities		1,904,557						1,913,517
Total stockholders’ equity		155,411						155,793
Total liabilities and stockholders’ equity	$	2,059,968					$	2,069,310

Net interest income				$	13,313					$	12,607
Return on average assets		0.09	%					0.41	%
Return on average equity		1.17	%					5.39	%
Net interest margin (average earning assets)		2.81	%					2.65	%
Net interest margin (average earning assets) – tax equivalent		2.95	%					2.79	%
Net interest spread		2.43	%					2.21	%
Ratio of interest-earning assets to interest-bearing liabilities	1.20x						1.21x

Finward Bancorp
Quarterly Financial Report

Balance Sheet Data
(Dollars in thousands)
(unaudited)	March 31,			December 31,			September 30,			June 30,			March 31,
	2025			2024			2024			2024			2024
ASSETS

Cash and non-interest bearing deposits in other financial institutions	$	18,563		$	17,883		$	23,071		$	19,061		$	16,418
Interest bearing deposits in other financial institutions	52,829			52,047			48,025			63,439			54,755
Federal funds sold	975			654			553			707			607

Total cash and cash equivalents	72,367			70,584			71,649			83,207			71,780

Securities available-for-sale	330,127			333,554			350,027			339,585			346,233
Loans held-for-sale	2,849			1,253			2,567			1,185			667
Loans receivable, net of deferred fees and costs	1,491,696			1,508,976			1,508,242			1,506,398			1,508,251
Less: allowance for credit losses	(17,955		)	(16,911		)	(18,516		)	(18,330		)	(18,805		)
Net loans receivable	1,473,741			1,492,065			1,489,726			1,488,068			1,489,446
Federal Home Loan Bank stock	6,547			6,547			6,547			6,547			6,547
Accrued interest receivable	7,821			7,721			7,442			7,695			7,583
Premises and equipment	46,680			47,259			47,912			48,696			47,795
Foreclosed real estate	–			–			–			–			71
Cash value of bank owned life insurance	33,712			33,514			33,312			33,107			32,895
Goodwill	22,395			22,395			22,395			22,395			22,395
Other intangible assets	1,635			1,860			2,203			2,555			2,911
Other assets	41,840			43,947			40,882			44,027			43,459

Total assets	$	2,039,714		$	2,060,699		$	2,074,662		$	2,077,067		$	2,071,782

LIABILITIES AND STOCKHOLDERS’ EQUITY

Deposits:
Non-interest bearing	$	281,461		$	263,324		$	285,157		$	286,784		$	296,959
Interest bearing	1,468,923			1,497,242			1,463,653			1,469,970			1,450,519
Total	1,750,384			1,760,566			1,748,810			1,756,754			1,747,478
Repurchase agreements	45,053			40,116			43,038			42,973			41,137
Borrowed funds	56,657			65,000			85,000			85,000			90,000
Accrued expenses and other liabilities	35,813			43,603			38,259			43,709			41,586

Total liabilities	1,887,907			1,909,285			1,915,107			1,928,436			1,920,201

Commitments and contingencies

Stockholders’ Equity:

Preferred stock, no par or stated value; 10,000,000 shares authorized, none outstanding	–			–			–			–			–
Common stock, no par or stated value; 10,000,000 shares authorized; shares issued and outstanding: March 31, 2025 – 4,324,485 December 31, 2024 – 4,313,698	–			–			–			–			–

Additional paid-in capital	70,132			70,034			69,916			69,778			69,727
Accumulated other comprehensive loss	(58,244		)	(58,084		)	(48,241		)	(58,939		)	(56,313		)
Retained earnings	139,919			139,464			137,880			137,792			138,167

Total stockholders’ equity	151,807			151,414			159,555			148,631			151,581

Total liabilities and stockholders’ equity	$	2,039,714		$	2,060,699		$	2,074,662		$	2,077,067		$	2,071,782

Finward Bancorp
Quarterly Financial Report

Consolidated Statements of Income
(Dollars in thousands)	Quarter Ended,
(unaudited)	March 31,		December 31,			September 30,			June 30,			March 31,
	2025		2024			2024			2024			2024
Interest income:
Loans	$	19,655	$	19,802		$	19,660		$	19,174		$	18,879
Securities & short-term investments	2,686		2,793			2,812			2,953			3,105
Total interest income	22,341		22,595			22,472			22,127			21,984
Interest expense:
Deposits	8,045		8,812			8,946			8,610			8,794
Borrowings	983		1,176			1,520			1,463			1,410
Total interest expense	9,028		9,988			10,466			10,073			10,204
Net interest income	13,313		12,607			12,006			12,054			11,780
Provision for credit losses	454		(579		)	–			76			–
Net interest income after provision for credit losses	12,859		13,186			12,006			11,978			11,780
Noninterest income:
Fees and service charges	1,109		1,439			1,463			1,257			1,153
Wealth management operations	619		728			731			763			633
Gain on tax credit investment	67		1,236			–			–			–
Gain on sale of loans held-for-sale, net	230		328			338			320			152
Increase in cash value of bank owned life insurance	198		202			205			212			193
Gain (loss) on sale of real estate	–		(212		)	–			15			11,858
Loss on sale of securities, net	–		–			–			–			(531		)
Other	6		11			130			6			17
Total noninterest income	2,229		3,732			2,867			2,573			13,475
Noninterest expense:
Compensation and benefits	7,372		6,628			6,963			7,037			7,109
Occupancy and equipment	2,111		2,045			2,181			2,116			1,908
Data processing	1,039		1,202			1,165			1,135			1,170
Federal deposit insurance premiums	433		457			435			397			501
Marketing	86		220			209			212			158
Professional and outside services	1,260		1,341			1,251			1,257			1,557
Technology	454		509			602			507			625
Other	1,716		1,845			1,668			1,756			1,976
Total noninterest expense	14,471		14,247			14,474			14,417			15,004
Income before income taxes	617		2,671			399			134			10,251
Income tax expenses (benefit)	161		569			(207		)	(9		)	972
Net income	$	456	$	2,102		$	606		$	143		$	9,279

Earnings per common share:
Basic	$	0.11	$	0.49		$	0.14		$	0.03		$	2.18
Diluted	$	0.11	$	0.49		$	0.14		$	0.03		$	2.17


Finward Bancorp
Quarterly Financial Report

Asset Quality
(Dollars in thousands)
(unaudited)	March 31,		December 31,		September 30,		June 30,		March 31,
	2025		2024		2024		2024		2024
Nonaccruing loans	$	12,483	$	13,738	$	13,806	$	11,079	$	11,603
Accruing loans delinquent more than 90 days	–		–		–		294		215
Securities in non-accrual	1,630		1,419		1,440		1,371		1,442
Foreclosed real estate	–		–		–		–		71
Total nonperforming assets	$	14,113	$	15,157	$	15,246	$	12,744	$	13,331

Allowance for credit losses (ACL):
ACL specific allowances for collateral dependent loans	$	259	$	284	$	1,821	$	1,327	$	1,455
ACL general allowances for loan portfolio	17,696		16,627		16,695		17,003		17,351
Total ACL	$	17,955	$	16,911	$	18,516	$	18,330	$	18,806

(Dollars in thousands)					Minimum Required To Be
(unaudited)			Minimum Required For		Well Capitalized Under Prompt
	Actual		Capital Adequacy Purposes		Corrective Action Regulations
March 31, 2025	Amount	Ratio	Amount	Ratio	Amount	Ratio
Common equity tier 1 capital to risk-weighted assets	$178,036	11.02%	$72,679	4.50%	$104,981	6.50%
Tier 1 capital to risk-weighted assets	$178,036	11.02%	$96,906	6.00%	$129,207	8.00%
Total capital to risk-weighted assets	$198,107	12.27%	$129,207	8.00%	$161,509	10.00%
Tier 1 capital to adjusted average assets	$178,036	8.48%	$84,019	4.00%	$105,023	5.00%

Table 1 – Reconciliation of the Non-GAAP Performance Measures

(Dollars in thousands)	Quarter Ended,
(unaudited)	March 31, 2025			December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024
Calculation of tangible common equity
Total stockholder’s equity	$	151,807		$	151,414		$	159,555		$	148,631		$	151,581
Goodwill	(22,395		)	(22,395		)	(22,395		)	(22,395		)	(22,395		)
Other intangibles	(1,635		)	(1,860		)	(2,203		)	(2,555		)	(2,911		)
Tangible common equity	$	127,777		$	127,159		$	134,957		$	123,681		$	126,275

Calculation of tangible common equity adjusted for accumulated other comprehensive loss
Tangible common equity	$	127,777		$	127,159		$	134,957		$	123,681		$	126,275
Accumulated other comprehensive loss	58,244			58,084			48,241			58,939			56,313
Tangible common equity adjusted for accumulated other comprehensive loss	$	186,021		$	185,243		$	183,198		$	182,620		$	182,588

Calculation of tangible book value per share
Tangible common equity	$	127,777		$	127,159		$	134,957		$	123,681		$	126,275
Shares outstanding	4,324,485			4,313,698			4,313,940			4,313,940			4,310,251
Tangible book value per diluted share	$	29.55		$	29.48		$	31.28		$	28.67		$	29.30

Calculation of tangible book value per diluted share adjusted for accumulated other comprehensive loss
Tangible common equity adjusted for accumulated other comprehensive loss	$	186,021		$	185,243		$	183,198		$	182,620		$	182,588
Shares outstanding	4,324,485			4,313,698			4,313,940			4,313,940			4,310,251
Tangible book value per diluted share adjusted for accumulated other comprehensive loss	$	43.02		$	42.94		$	42.47		$	42.33		$	42.36

Calculation of tangible common equity to total assets
Tangible common equity	$	127,777		$	127,159		$	134,957		$	123,681		$	126,275
Total assets	2,039,714			2,060,699			2,074,662			2,077,067			2,071,782
Tangible common equity to total assets	6.26%			6.17%			6.51%			5.95%			6.09%

Calculation of tangible common equity to total assets adjusted for accumulated other comprehensive loss
Tangible common equity adjusted for accumulated other comprehensive loss	$	186,021		$	185,243		$	183,198		$	182,620		$	182,588
Total assets	2,039,714			2,060,699			2,074,662			2,077,067			2,071,782
Tangible common equity to total assets adjusted for accumulated other comprehensive loss	9.12%			8.99%			8.83%			8.79%			8.81%

Calculation of tax adjusted net interest margin
Net interest income	$	13,313		$	12,607		$	12,006		$	12,054		$	11,780
Tax adjusted interest on securities and loans	670			674			678			677			699
Adjusted net interest income	$	13,983		13,281			12,684			12,731			$	12,479
Total average earning assets	1,895,847			1,905,353			1,910,731			1,906,998			1,945,501
Tax adjusted net interest margin	2.95%			2.79%			2.66%			2.67%			2.57%

Efficiency ratio
Total non-interest expense	$	14,471		$	14,247		$	14,474		$	14,417		$	15,004
Total revenue	15,542			16,339			14,873			14,627			25,255
Efficiency ratio	93.11%			87.20%			97.32%			98.56%			59.41%

The MIL Network –

May 1, 2025

MIL-OSI: Landmark Bancorp, Inc. Announces Growth in First Quarter 2025 Net Earnings of 43.2%. Declares Cash Dividend of $0.21 per Share

Source: GlobeNewswire (MIL-OSI)

Manhattan, KS, April 30, 2025 (GLOBE NEWSWIRE) — Landmark Bancorp, Inc. (“Landmark”; Nasdaq: LARK) reported diluted earnings per share of $0.81 for the three months ended March 31, 2025, compared to $0.57 per share in the fourth quarter of 2024 and $0.48 per share in the same quarter last year. Net income for the first quarter totaled $4.7 million, compared to $3.3 million in the prior quarter and $2.8 million in the first quarter of 2024. For the three months ended March 31, 2025, the return on average assets was 1.21%, the return on average equity was 13.71% and the efficiency ratio⁽¹⁾ was 64.1%.

First Quarter 2025 Performance Highlights

Loan growth totaled $22.6 million or an annualized increase of 8.7% over the prior quarter.
Net interest margin improved 25 basis points to 3.76% compared to 3.51% in prior quarter.
Deposits increased $42.3 million, or 3.3%, from the same quarter last year and $7.1 million, or 2.2%, from prior quarter.
Other borrowed funds decreased $11.8 million compared to the prior quarter.
Non-interest expenses declined $1.1 million compared to the prior quarter.
Credit quality remained stable with net charge-offs totaling $23,000 in the first quarter.
Ratio of equity to assets increased to 9.04% this quarter.

In making this announcement, Abby Wendel, President and Chief Executive Officer of Landmark, commented, “I am pleased to report strong growth in net income this quarter driven by growth in net interest income, lower expenses and excellent credit quality. We continued to experience solid loan demand in the first quarter 2025, especially for commercial real estate and residential mortgage loans. In the first quarter 2025, total gross loans increased by $22.6 million or 8.7% (annualized) with growth in most loan categories. Total deposits also increased in the first quarter by $7.1 million, exceeding the typical seasonal decline in money market and interest checking accounts. Over the last two quarters, deposits have increased over $60 million. Other borrowed funds declined by $11.8 million, which reduced interest expense and improved our net interest margin. Growth in our balance sheet, plus the shift in our funding position led to net interest income growth of 22.1% over the previous year and net interest margin expansion of 25 basis points to 3.76%. Non-interest expense also declined this quarter by $1.1 million compared to the prior quarter. Credit quality remained solid overall with minimal net charge-offs, and no provision for credit losses was taken this quarter. These strong results are a tribute to the associates who work hard every day to make Landmark the bank of choice for our customers and stockholders.”

Landmark’s Board of Directors declared a cash dividend of $0.21 per share, to be paid June 4, 2025, to common stockholders of record as of the close of business on May 21, 2025.

Management will host a conference call to discuss the Company’s financial results at 9:30 a.m. (Central time) on Thursday, May 1, 2025. Investors may participate via telephone by dialing (833) 470-1428 and using access code 866149. A replay of the call will be available through May 8, 2025, by dialing (866) 813-9403 and using access code 282640.

Net Interest Income

Net interest income in the first quarter of 2025 amounted to $13.1 million representing an increase of $720,000, or 5.8%, compared to the previous quarter. The increase in net interest income resulted from a combination of both higher interest income on loans and lower interest expense on deposits and other borrowed funds (FHLB, repurchase agreements and other debt). Net interest margin increased to 3.76% during the first quarter from 3.51% during the prior quarter. Compared to the previous quarter, interest income on loans increased $440,000 to $16.4 million due to higher average balances combined with higher yields on loans. Average loan balances increased $38.4 million, while the average tax-equivalent yield on the loan portfolio increased 6 basis points to 6.34%. Interest on investment securities declined slightly due to lower balances, partially offset by higher earning rates. Compared to the fourth quarter of 2024, interest on deposits decreased $114,000, or 2.1%, due to lower rates as average interest-bearing deposit balances increased by $34.8 million. Interest on other borrowed funds declined by $216,000, due to lower rates and average balances. The average rate on interest-bearing deposits decreased 8 basis points to 2.17% while the average rate on other borrowed funds decreased 15 basis points to 5.09% in the first quarter.

Non-Interest Income

Non-interest income totaled $3.4 million for the first quarter of 2025, a decrease of $13,000 from the previous quarter. The decrease in non-interest income during the first quarter of 2025 was primarily due to a $704,000 decline in bank owned life insurance income relating to one-time benefits recorded in the fourth quarter, coupled with a $322,000 decline in fees and service charges relating to lower deposit related fee income, partially due to fewer days in the quarter. Partially offsetting those declines was a $1.0 million loss on the sales of lower yielding investment securities in the fourth quarter of 2024, compared to a loss of only $2,000 in the first quarter of 2025.

(1) Non-GAAP financial measure. See the “Non-GAAP Financial Measures” section of this press release for a reconciliation.

Non-Interest Expense

During the first quarter of 2025, non-interest expense totaled $10.8 million, a decrease of $1.1 million compared to the prior quarter. The decrease in non-interest expense was primarily due to decreases of $350,000 in other non-interest expense, $298,000 in occupancy and equipment and $298,000 in professional fees. The decreases in other non-interest expenses and occupancy and equipment were primarily related to branch closures in 2024 and associated cost savings in 2025. The decrease in professional fees this quarter was primarily due to higher consulting costs in the prior quarter related to several initiatives.

Income Tax Expense (Benefit)

Landmark recorded income tax expense of $1.0 million in the first quarter of 2025 compared to an income tax benefit of $886,000 in the fourth quarter of 2024. The effective tax rate was 17.8% in the first quarter of 2025. The fourth quarter of 2024 included the recognition of $1.0 million of previously unrecognized tax benefits, which significantly reduced the effective tax rate.

Balance Sheet Highlights

As of March 31, 2025, gross loans totaled $1.1 billion, an increase of $22.6 million, or 8.7% annualized since December 31, 2024. During the quarter, loan growth was primarily comprised of commercial real estate (growth of $14.4 million), one-to-four family residential real estate (growth of $3.4 million) and construction and land loans (growth of $3.3 million). Investment securities decreased $16.5 million during the first quarter of 2025 mainly due to maturities. Pre-tax unrealized net losses on the investment securities portfolio decreased from $20.9 million at December 31, 2024, to $17.1 million at March 31, 2025, mainly due to lower market rates for these securities at March 31, 2025.

Period end deposit balances increased $7.1 million to $1.3 billion at March 31, 2025. The increase in deposits was driven by increases in non-interest-bearing demand deposits (increase of $16.9 million), certificates of deposit (increase of $10.0 million) and savings (increase of $3.7 million), partially offset by a decline in money market and checking accounts (decrease of $23.5 million). The decrease in money market and checking accounts was mainly driven by a seasonal decline in public fund deposit account balances. Total borrowings decreased $11.8 million during the first quarter 2025. At March 31, 2025, the loan to deposits ratio was 79.5% compared to 78.2% in the prior quarter.

Stockholders’ equity increased to $142.7 million (book value of $24.69 per share) as of March 31, 2025, from $136.2 million (book value of $23.59 per share) as of December 31, 2024. The increase in stockholders’ equity was due mainly to a decrease in accumulated other comprehensive losses (lower unrealized net losses on investment securities) along with net earnings from the quarter. The ratio of equity to total assets increased to 9.04% on March 31, 2025, from 8.65% on December 31, 2024.

The allowance for credit losses totaled $12.8 million, or 1.19% of total gross loans on March 31, 2025, compared to $12.8 million, or 1.22% of total gross loans on December 31, 2024. Net loan charge-offs totaled $23,000 in the first quarter of 2025, compared to $219,000 during the fourth quarter of 2024. No provision for credit losses on loans was recorded in the first quarter of 2025 compared to a provision of $1.5 million recorded in the fourth quarter of 2024.

Non-performing loans totaled $13.3 million, or 1.24% of gross loans, at March 31, 2025, compared to $13.1 million, or 1.25% of gross loans, at December 31, 2024. Loans 30-89 days delinquent totaled $10.0 million, or 0.93% of gross loans, as of March 31, 2025, compared to $6.2 million, or 0.59% of gross loans, as of December 31, 2024.

About Landmark

Landmark Bancorp, Inc., the holding company for Landmark National Bank, is listed on the Nasdaq Global Market under the symbol “LARK.” Headquartered in Manhattan, Kansas, Landmark National Bank is a community banking organization dedicated to providing quality financial and banking services. Landmark National Bank has 29 locations in 23 communities across Kansas: Manhattan (2), Auburn, Dodge City (2), Fort Scott (2), Garden City, Great Bend (2), Hoisington, Iola, Junction City, La Crosse, Lawrence (2), Lenexa, Louisburg, Mound City, Osage City, Osawatomie, Overland Park, Paola, Pittsburg, Prairie Village, Topeka (2), Wamego and Wellsville, Kansas. Visit www.banklandmark.com for more information.

Contact:

Mark A. Herpich

Chief Financial Officer

(785) 565-2000

Special Note Concerning Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of Landmark. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of our management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. Additionally, all statements in this press release, including forward-looking statements, speak only as of the date they are made, and Landmark undertakes no obligation to update any statement in light of new information or future events. A number of factors, many of which are beyond our ability to control or predict, could cause actual results to differ materially from those in our forward-looking statements. These factors include, among others, the following: (i) the strength of the local, state, national and international economies and financial markets, including the effects of inflationary pressures and future monetary policies of the Federal Reserve in response thereto; (ii) changes in local, state and federal laws, regulations and governmental policies concerning the Company’s general business, including changes in interpretation or prioritization of such laws, regulations and policies; (iii) changes in interest rates and prepayment rates of our assets; (iv) increased competition in the financial services sector and the inability to attract new customers, including from non-bank competitors such as credit unions and “fintech” companies; (v) timely development and acceptance of new products and services; (vi) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (vii) our risk management framework; (viii) interruptions in information technology and telecommunications systems and third-party services; (ix) effects on the U.S. economy resulting from the threat or implementation of, or changes to, existing policies and executive orders, including tariffs, immigration policy, regulatory and other governmental agencies, foreign policy and tax regulations; (x) the economic effects of severe weather, natural disasters, widespread disease or pandemics, or other external events; (xi) the loss of key executives or employees; (xii) changes in consumer spending; (xiii) integration of acquired businesses; (xiv) the commencement, cost and outcome of litigation and other legal proceedings and regulatory actions against us or to which the Company may become subject; (xv) changes in accounting policies and practices, such as the implementation of the current expected credit losses accounting standard; (xvi) the economic impact of past and any future terrorist attacks, acts of war, including ongoing conflicts in the Middle East and the Russian invasion of Ukraine, or threats thereof, and the response of the United States to any such threats and attacks; (xvii) the ability to manage credit risk, forecast loan losses and maintain an adequate allowance for loan losses; (xviii) fluctuations in the value of securities held in our securities portfolio; (xix) concentrations within our loan portfolio, concentration large loans to certain borrowers, and large deposits from certain clients (including commercial real estate loans); (xx) the concentration of large deposits from certain clients who have balances above current FDIC insurance limits and may withdraw deposits to diversify their exposure; (xxi) the level of non-performing assets on our balance sheets; (xxii) the ability to raise additional capital; (xxiii) the occurrence of fraudulent activity, breaches or failures of our or our third-party vendors’ information security controls or cybersecurity-related incidents, including as a result of sophisticated attacks using artificial intelligence and similar tools or as a result of insider fraud; (xxiv) declines in real estate values; (xxv) the effects of fraud on the part of our employees, customers, vendors or counterparties; (xxvi) the Company’s success at managing and responding to the risks involved in the foregoing items; and (xxvii) any other risks described in the “Risk Factors” sections of reports filed by Landmark with the Securities and Exchange Commission. These risks and uncertainties should be considered in evaluating forward-looking statements, and undue reliance should not be placed on such statements. Additional information concerning Landmark and its business, including additional risk factors that could materially affect Landmark’s financial results, is included in our filings with the Securities and Exchange Commission.

LANDMARK BANCORP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (unaudited)

(Dollars in thousands)	March 31,			December 31,			September 30,			June 30,			March 31,
	2025			2024			2024			2024			2024
Assets
Cash and cash equivalents	$	21,881		$	20,275		$	21,211		$	23,889		$	16,468
Interest-bearing deposits at other banks		3,973			4,110			4,363			4,881			4,920
Investment securities available-for-sale, at fair value:
U.S. treasury securities		58,424			64,458			83,753			89,325			93,683
Municipal obligations, tax exempt		101,812			107,128			112,126			114,047			118,445
Municipal obligations, taxable		70,614			71,715			75,129			74,588			75,371
Agency mortgage-backed securities		125,142			129,211			140,004			142,499			149,777
Total investment securities available-for-sale		355,992			372,512			411,012			420,459			437,276
Investment securities held-to-maturity		3,701			3,672			3,643			3,613			3,584
Bank stocks, at cost		6,225			6,618			7,894			9,647			7,850
Loans:
One-to-four family residential real estate		355,632			352,209			344,380			332,090			312,833
Construction and land		28,645			25,328			23,454			30,480			24,823
Commercial real estate		359,579			345,159			324,016			318,850			323,397
Commercial		190,881			192,325			181,652			178,876			181,945
Agriculture		101,808			100,562			91,986			84,523			86,808
Municipal		7,082			7,091			7,098			6,556			5,690
Consumer		31,297			29,679			29,263			29,200			28,544
Total gross loans		1,074,924			1,052,353			1,001,849			980,575			964,040
Net deferred loan (fees) costs and loans in process		(426	)		(307	)		(63	)		(583	)		(578	)
Allowance for credit losses		(12,802	)		(12,825	)		(11,544	)		(10,903	)		(10,851	)
Loans, net		1,061,696			1,039,221			990,242			969,089			952,611
Loans held for sale, at fair value		2,997			3,420			3,250			2,513			2,697
Bank owned life insurance		39,329			39,056			39,176			38,826			38,578
Premises and equipment, net		19,886			20,220			20,976			20,986			20,696
Goodwill		32,377			32,377			32,377			32,377			32,377
Other intangible assets, net		2,426			2,578			2,729			2,900			3,071
Mortgage servicing rights		3,045			3,061			3,041			2,997			2,977
Real estate owned, net		167			167			428			428			428
Other assets		24,894			26,855			23,309			28,149			29,684
Total assets	$	1,578,589		$	1,574,142		$	1,563,651		$	1,560,754		$	1,553,217

Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Non-interest-bearing demand		368,480			351,595			360,188			360,631			364,386
Money market and checking		613,459			636,963			565,629			546,385			583,315
Savings		149,223			145,514			145,825			150,996			154,000
Certificates of deposit		204,660			194,694			203,860			192,470			191,823
Total deposits		1,335,822			1,328,766			1,275,502			1,250,482			1,293,524
FHLB and other borrowings		48,767			53,046			92,050			131,330			74,716
Subordinated debentures		21,651			21,651			21,651			21,651			21,651
Repurchase agreements		6,256			13,808			9,528			8,745			15,895
Accrued interest and other liabilities		23,442			20,656			25,229			20,292			20,760
Total liabilities		1,435,938			1,437,927			1,423,960			1,432,500			1,426,546
Stockholders’ equity:
Common stock		58			58			55			55			55
Additional paid-in capital		95,148			95,051			89,532			89,469			89,364
Retained earnings		60,422			56,934			60,549			57,774			55,912
Treasury stock, at cost		–			–			(396	)		(330	)		(249	)
Accumulated other comprehensive loss		(12,977	)		(15,828	)		(10,049	)		(18,714	)		(18,411	)
Total stockholders’ equity		142,651			136,215			139,691			128,254			126,671
Total liabilities and stockholders’ equity	$	1,578,589		$	1,574,142		$	1,563,651		$	1,560,754		$	1,553,217

LANDMARK BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings (unaudited)

(Dollars in thousands, except per share amounts)	Three months ended,
	March 31,			December 31,			March 31,
	2025			2024			2024
Interest income:
Loans	$	16,395		$	15,955		$	14,490
Investment securities:
Taxable		2,180			2,210			2,428
Tax-exempt		719			738			764
Interest-bearing deposits at banks		48			49			63
Total interest income		19,342			18,952			17,745
Interest expense:
Deposits		5,236			5,350			5,457
FHLB and other borrowings		565			737			1,022
Subordinated debentures		357			389			412
Repurchase agreements		65			77			107
Total interest expense		6,223			6,553			6,998
Net interest income		13,119			12,399			10,747
Provision for credit losses		–			1,500			300
Net interest income after provision for credit losses		13,119			10,899			10,447
Non-interest income:
Fees and service charges		2,388			2,710			2,461
Gains on sales of loans, net		562			522			512
Bank owned life insurance		272			976			245
Losses on sales of investment securities, net		(2	)		(1,031	)		–
Other		138			194			182
Total non-interest income		3,358			3,371			3,400
Non-interest expense:
Compensation and benefits		6,154			6,264			5,532
Occupancy and equipment		1,252			1,550			1,390
Data processing		396			452			481
Amortization of mortgage servicing rights and other intangibles		239			240			412
Professional fees		745			1,043			647
Valuation allowance on real estate held for sale		–			–			129
Other		1,975			2,325			1,960
Total non-interest expense		10,761			11,874			10,551
Earnings before income taxes		5,716			2,396			3,296
Income tax expense (benefit)		1,015			(886	)		518
Net earnings	$	4,701		$	3,282		$	2,778

Net earnings per share (1)
Basic	$	0.81		$	0.57		$	0.48
Diluted		0.81			0.57			0.48
Dividends per share (1)		0.21			0.20			0.20
Shares outstanding at end of period (1)		5,778,610			5,775,198			5,747,560
Weighted average common shares outstanding – basic (1)		5,777,593			5,775,227			5,743,452
Weighted average common shares outstanding – diluted (1)		5,814,650			5,789,764			5,748,595

Tax equivalent net interest income	$	13,291		$	12,574		$	10,925

(1) Share and per share values at or for the periods ended March 31, 2024 and December 31, 2024 have been adjusted to give effect to the 5% stock dividend paid during December 2024.

LANDMARK BANCORP, INC. AND SUBSIDIARIES
Select Ratios and Other Data (unaudited)

(Dollars in thousands, except per share amounts)	As of or for the three months ended,
	March 31,			December 31,			March 31,
	2025			2024			2024
Performance ratios:
Return on average assets (1)		1.21	%		0.83	%		0.72	%
Return on average equity (1)		13.71	%		9.54	%		8.88	%
Net interest margin (1)(2)		3.76	%		3.51	%		3.12	%
Effective tax rate		17.8	%		-37.0	%		15.7	%
Efficiency ratio (3)		64.1	%		70.8	%		72.1	%
Non-interest income to total income (3)		20.4	%		25.0	%		24.1	%

Average balances:
Investment securities	$	377,845		$	409,648		$	456,933
Loans		1,048,585			1,010,153			945,737
Assets		1,574,295			1,568,821			1,555,662
Interest-bearing deposits		979,787			944,969			935,417
FHLB and other borrowings		48,428			57,507			72,618
Subordinated debentures		21,651			21,651			21,651
Repurchase agreements		8,634			12,212			14,371
Stockholders’ equity	$	139,068		$	136,933		$	125,846

Average tax equivalent yield/cost (1):
Investment securities		3.29	%		3.03	%		2.96	%
Loans		6.34	%		6.28	%		6.16	%
Total interest-bearing assets		5.53	%		5.34	%		5.11	%
Interest-bearing deposits		2.17	%		2.25	%		2.35	%
FHLB and other borrowings		4.73	%		5.10	%		5.66	%
Subordinated debentures		6.69	%		7.15	%		7.65	%
Repurchase agreements		3.05	%		2.51	%		2.99	%
Total interest-bearing liabilities		2.38	%		2.52	%		2.70	%

Capital ratios:
Equity to total assets		9.04	%		8.65	%		8.16	%
Tangible equity to tangible assets (3)		6.99	%		6.58	%		6.01	%
Book value per share	$	24.69		$	23.59		$	22.04
Tangible book value per share (3)	$	18.66		$	17.53		$	15.87

Rollforward of allowance for credit losses (loans):
Beginning balance	$	12,825		$	11,544		$	10,608
Charge-offs		(108	)		(246	)		(141	)
Recoveries		85			27			134
Provision for credit losses for loans		—			1,500			250
Ending balance	$	12,802		$	12,825		$	10,851

Allowance for unfunded loan commitments	$	150		$	150		$	300

Non-performing assets:
Non-accrual loans	$	13,280		$	13,115		$	3,621
Accruing loans over 90 days past due		—			—			—
Real estate owned		167			167			428
Total non-performing assets	$	13,447		$	13,282		$	4,049

Loans 30-89 days delinquent	$	9,977		$	6,201		$	4,064

Other ratios:
Loans to deposits		79.48	%		78.21	%		73.64	%
Loans 30-89 days delinquent and still accruing to gross loans outstanding		0.93	%		0.59	%		0.42	%
Total non-performing loans to gross loans outstanding		1.24	%		1.25	%		0.38	%
Total non-performing assets to total assets		0.85	%		0.84	%		0.26	%
Allowance for credit losses to gross loans outstanding		1.19	%		1.22	%		1.13	%
Allowance for credit losses to total non-performing loans		96.40	%		97.79	%		299.67	%
Net loan charge-offs to average loans (1)		0.01	%		0.09	%		0.00	%

(1) Information is annualized.
(2) Net interest margin is presented on a fully tax equivalent basis, using a 21% federal tax rate.
(3) Non-GAAP financial measures. See the “Non-GAAP Financial Measures” section of this press release for a reconciliation to the most comparable GAAP equivalent.

LANDMARK BANCORP, INC. AND SUBSIDIARIES
Non-GAAP Finacials Measures (unaudited)

(Dollars in thousands, except per share amounts)	As of or for the three months ended,
	March 31,			December 31,			March 31,
	2025			2024			2024

Non-GAAP financial ratio reconciliation:
Total non-interest expense	$	10,761		$	11,874		$	10,551
Less: foreclosure and real estate owned expense		(50	)		(13	)		(50	)
Less: amortization of other intangibles		(152	)		(151	)		(170	)
Less: valuation allowance on real estate held for sale		—			—			(129	)
Adjusted non-interest expense (A)		10,559			11,710			10,202

Net interest income (B)		13,119			12,399			10,747

Non-interest income		3,358			3,371			3,400
Less: losses on sales of investment securities, net		2			1,031			—
Less: gains on sales of premises and equipment and foreclosed assets		—			(273	)		9
Adjusted non-interest income (C)	$	3,360		$	4,129		$	3,409

Efficiency ratio (A/(B+C))		64.1	%		70.8	%		72.1	%
Non-interest income to total income (C/(B+C))		20.4	%		25.0	%		24.1	%

Total stockholders’ equity	$	142,651		$	136,215		$	126,671
Less: goodwill and other intangible assets		(34,803	)		(34,955	)		(35,448	)
Tangible equity (D)	$	107,848		$	101,260		$	91,223

Total assets	$	1,578,589		$	1,574,142		$	1,553,217
Less: goodwill and other intangible assets		(34,803	)		(34,955	)		(35,448	)
Tangible assets (E)	$	1,543,786		$	1,539,187		$	1,517,769

Tangible equity to tangible assets (D/E)		6.99	%		6.58	%		6.01	%

Shares outstanding at end of period (F)		5,778,610			5,775,198			5,747,560

Tangible book value per share (D/F)	$	18.66		$	17.53		$	15.87

The MIL Network –

May 1, 2025

MIL-OSI USA: Crapo, Wyden Introduce Legislation to Modernize Short Line and Regional Railroad Tax Credit

US Senate News:

Source: United States Senator for Idaho Mike Crapo

Washington, D.C.–U.S. Senate Finance Committee Chairman Mike Crapo (R-Idaho) and Ranking Member Ron Wyden (D-Oregon) today reintroduced bipartisan legislation to expand the Short Line Railroad Tax Credit that would help equip operators with essential resources to provide regional communities with safe, reliable rail infrastructure.

“Short line railroads are critical infrastructure that connect Idaho’s farmers, ranchers and manufacturers to national and global markets, supporting local jobs and driving economic growth in rural Idaho,” said Crapo. “Modernizing the Short Line Railroad Tax Credit will provide railroads with necessary certainty and resources to invest in safety, efficiency and long-term infrastructure improvements in our regional areas.”

“Short line and regional railroads are not just a mode of transportation, but they are also a vital economic tool that connects local businesses with Oregonians and other people all across the nation,” said Wyden. “For years, Senator Crapo and I worked together to make railroad tax credits permanent, and the next step is to make these tax credits better for our operators. Our bipartisan bill will provide railroads with much needed resources to make vital upgrades that will bring our rural, suburban and urban communities and their local economies together.”

The legislation (S. 1532) would:

Increase the per mile credit cap from $3,500 to $6,100;
Index the per mile credit cap for inflation; and
Update the track eligible for the credit to match modern maps.

Crapo and Wyden have a proven track record of supporting short line railroad service, having previously secured a permanent extension of the tax credit for short line track maintenance, which had previously been a temporary credit, hampering long-term investments.

Find the legislative text here.

Representatives Mike Kelly (R-Pennsylvania) and Mike Thompson (D-California) introduced companion legislation (H.R. 516) in the U.S. House of Representatives.

MIL OSI USA News –

May 1, 2025

MIL-OSI: Digital Ascension Group’s Digital Fusion Summit 2025 Concludes, Brings Elite Family Offices and Blockchain Leaders Together

Source: GlobeNewswire (MIL-OSI)

Dallas, Texas, April 30, 2025 (GLOBE NEWSWIRE) — The exclusive Digital Fusion Summit successfully concluded at the prestigious Altitude Center on the 33rd floor in Dallas, Texas. Hosted by Digital Wealth Partners and Digital Ascension Group, the invitation-only gathering brought together an exceptional roster of family offices, institutional investors, and industry luminaries to explore the convergence of traditional finance and emerging digital technologies.

Digital Fusion Summit 2025 | Jake Claver, Managing Director – Digital Ascension Group, speaking on technical aspects of digital assets

The summit, which took place on April 24th, featured an impressive lineup of panels covering critical topics in the digital asset landscape, from innovative DeFi strategies and institutional adoption to cybersecurity, regulatory frameworks, and technical infrastructure. The carefully curated event provided attendees with actionable insights while fostering meaningful connections in an intimate setting.

“The Digital Fusion Summit represents exactly what the institutional investment community needs right now – a trusted environment where family offices and sophisticated investors can gain legitimate education about digital asset utilization and distributed ledger technology,” said Max Avery, Chief Business Development Officer of Digital Ascension Group. “By bringing together traditional funding experts with institutional service providers, we’ve created a powerful resource that bridges knowledge gaps and opens new avenues for multigenerational wealth creation.”

The summit was made possible through the support of title sponsor Anchorage Digital, alongside Algoz, Compliers, and The Texas BlockchainCouncil. These leading organizations demonstrated their commitment to advancing institutional adoption of digital assets through educational initiatives.

Throughout the evening, attendees engaged with thought leaders across six meticulously crafted panel discussions:

How to Make Your Digital Assets Work – Providing actionable insights on leveraging DeFi for portfolio optimization and passive yield generation
Tax Reform For a Web3 World – Clarifying evolving tax policies to help investors maximize returns while maintaining compliance
Legal & Policy – Navigating the rapidly changing regulatory landscape with strategies for institutional adoption
Cybersecurity, Fraud Mitigation & Digital Privacy – Exploring powerful approaches to mitigate risks while enhancing blockchain security
The Convergence of Institutions & DeFi – Examining investment strategies for bridging institutional capital with retail-driven DeFi opportunities
Technical Discussion – Deep diving into the mechanics of blockchain infrastructure with world-renowned developers

The summit also featured a keynote address from Ben Hurn of Anchorage Digital, highlighting institutional-grade custody solutions and their pivotal role in securing digital assets for sophisticated investors.

Panelists included distinguished experts such as Matthew Snider, CIO of Digital Wealth Partners and author of “Warren Buffet in a Web3 World”; Charles Finfrock, former CIA Officer who managed Tesla’s global information security team; Cameron McDougal, Supervisory Intelligence Analyst at the Department of Homeland Security; Ken “KC” Chapman, Head of US at XDC Network; John Wingate, Founder/CEO of BankSocial and lecturer at Harvard; and Ben Jorgensen, Founder & CEO of Constellation Network, among many other industry leaders.

“What made this summit truly exceptional was the caliber of both speakers and attendees,” added Avery. “The conversations happening in the room represented a genuine meeting of traditional financial expertise and blockchain innovation—precisely the intersection where substantial opportunity lies for forward-thinking family offices.”

Digital Wealth Partners and Digital Ascension Group plan to host additional exclusive gatherings throughout 2025, with the next summit tentatively scheduled for fall. Family offices and qualified investors interested in attending future events are encouraged to reach out directly for consideration.

Digital Fusion Summit 2025

About Digital Ascension Group

Digital Ascension Group is a forward-thinking multi-family office specializing in digital assets (crypto / blockchain). Our mission is to empower High-Net-Worth (HNW) and Ultra-High-Net-Worth (UHNW) individuals, as well as Family Offices, to confidently navigate the rapidly evolving digital asset landscape. We provide a comprehensive suite of services designed to address the unique needs and opportunities in this dynamic sector. From investment strategy and risk management to regulatory compliance and custody solutions, Digital Ascension Group delivers tailored strategies that prioritize sustainable wealth protection and growth. With a deep understanding of blockchain technology, cryptocurrency markets, and tokenized assets, we bridge the gap between traditional wealth management and the cutting-edge world of digital finance. Our expert team ensures that our clients remain at the forefront of innovation while maintaining the security and stability their wealth demands.

Press inquiries

Digital Ascension Group
https://www.digitalfamilyoffice.io
Max Avery
max@digitalfamilyoffice.io
307-243-3711
9100 John W Carpenter Fwy
Dallas, Texas 75247

The MIL Network –

May 1, 2025

MIL-OSI: Sharc Energy Announces 2024 Year End Financial Results

Source: GlobeNewswire (MIL-OSI)

VANCOUVER, British Columbia, April 30, 2025 (GLOBE NEWSWIRE) — SHARC International Systems Inc. (CSE: SHRC) (FSE: IWIA) (OTCQB: INTWF) (“SHARC Energy” or the “Company”) is pleased to announce it has filed financial results for the year ended December 31, 2024. All figures are in Canadian Dollars and in accordance with IFRS unless otherwise stated.

Fourth Quarter and Year-end Financial Highlights:

Revenue for the year ended December 31, 2024 (“YE 2024”) is $2.17M representing a 36% increase over the $1.59M of revenue reported in the year ended December 31, 2023 (“YE 2023”).

As of April 30, 2025, the Company has a Sales Pipeline¹ of 16.8 million (M) and Sales Order Backlog²of $3.0M. This represents a $0.5M increase or 20% growth in Sales Order Backlog since November 27, 2024 disclosure. Sales Pipeline saw a marginal decrease of 2% since November 27, 2024 disclosure reflecting the deliberate efforts by the Company to refill the pipeline once projects convert to the order book. The combined pipeline showed an aggregate growth of 1% or $0.1M from the previous disclosure on November 27, 2024. Entering 2025, the $3.0M Sales Order Backlog, which is estimated to be converted to revenue within an average of 12 months from disclosure, represents a 38% improvement compared to YE 2024 revenue of $2.17M. The Company continues to observe the maturity of its Sales Pipeline providing the Company’s revenue more consistency and with reduced volatility, providing a solid platform to scale and grow.

During the three months ended December 31, 2024 (“Q4 2024”), the Company reported revenues of $(0.18M), a loss of $1.41M and an Adjusted EBITDA³ loss of $0.9M. In the same period in the prior year (“Q4 2023”) the company reported revenues of $(0.14M), a loss of $1.34M and an Adjusted EBITDA loss of $0.85M.

During YE 2024, the Company reported revenues of $2.17M, a loss of $3.72M and an Adjusted EBITDA loss of $2.57M. Revenue increased 36% over revenue comparative in 2023 of $1.59M, the loss decreased 5% over comparative in 2023 of $3.9M and Adjusted EBITDA loss increased 5% over 2023 comparative of $2.45M.

Gross margins for YE 2024 were 42% compared to 43% in YE 2023. Management remains optimistic that this margin range aligns with our expectations for the coming quarters but the margin percentage varies dependent on sales mix and stage of completion of each project.

Michael Albertson, Chief Executive Officer and President of SHARC Energy, said, “2024 was a strong growth year for the Company with revenues growing by 36% from $1.59M in 2023 to $2.17M in 2024. We enter 2025 poised to continue revenue growth momentum with nearly $3.0M in purchase orders, or Sales Order Backlog, to fulfil which would represent a 38% improvement over 2024 revenue if all realized within the year. This is without consideration of jobs that will purchase order during 2025.”

“SHARC Energy’s pipeline has reached a key maturity milestone as Sales Order Backlog averaged approximately $2.75 million in each disclosure since April 29, 2024 despite recognizing year over year revenue growth. Sales Order Backlog currently contains 9 projects made up of 3 SHARC projects and 6 PIRANHA projects. This compares to 9 projects being included in Sales Order Backlog as of April 29, 2024, consisting of 4 SHARC projects and 5 PIRANHA projects. We see this as a strong indication that the Company’s future revenue is not only growing but diversifying & stabilizing. There are several projects, including larger SHARC supported Thermal Energy Network projects, indicating signs of conversion from Sales Pipeline to Sales Order Backlog which should affirm continued stability and growth of revenue in the near and long term.”

Mr. Albertson continues, “Thermal Energy Networks, commonly referred to as TENs or District Energy Systems, is a growing solution for managing small to large scale thermal energy loads efficiently and cost-effectively. WET supported solutions continue to grow in awareness and acceptance with the Company learning of projects in planning across North America and globally. In the Greater Vancouver, British Columbia region alone, there are several municipal or utility supported TENs ranging in size and scale, similar to the False Creek Neighborhood Energy Utility or leləm̓ projects, in different stages of development that will increase SHARC Energy’s local footprint over the next few years. In the United States, legislation allowing or mandating utilities to develop thermal energy network demonstration projects or pilots have been passed in eight states, including the State of New York and recently added California, where the Company has installations in progress, projects in design and a growing list of leads looking to implement Wastewater Energy Transfer with District Energy Systems and TENs.”

“We are continuing to progress into new sectors for the SHARC and PIRANHA with promising opportunities developing within wastewater treatment facilities, universities, water utilities, correctional facilities and the design & build/energy sectors. These sectors are increasingly receptive to SHARC Energy’s offerings which is promising as these sectors can provide fewer regulatory hurdles, long-term customer relationships, shorter sales cycles, and the potential for larger-scale projects. The Company anticipates the closing of new business in these adjacent sectors as early as this year.”

“Furthermore, SHARC Energy is gearing up to launch new products in its portfolio which will be introduced to the market soon. With the support of original equipment manufacturer relationships SHARC Energy has, we feel there is significant opportunity to better serve more customers and increase our revenue and margin dollars earned going forward. SHARC Energy’s tailwinds are strong and set to propel the Company to profitability in the coming years. We are very excited about our position in the thermal energy market!” stated Mr. Albertson.

Q4 2024 Highlights and Subsequent Events

Michael Albertson appointed CEO, President and Director. On December 12, 2024, the Company announced the appointment of Michael Albertson as the new Chief Executive Officer, President and Director. Lynn Mueller has led SHARC Energy as CEO, President and Chairman of the Board since 2014 and will stay on as Executive Chairman of SHARC Energy’s Board of Directors.

Fred Andriano appointed to the Board of Directors. The Company announced the appointment of Fred Andriano to its Board of Directors on November 7, 2024. Mr. Andriano was previously CFO at WaterFurnace International, where his leadership was critical in strategic acquisitions, international joint ventures and impressive growth, with revenues doubling from $65M to $130M culminating in a $364M acquisition by NIBE Group in 2014. He continued as CFO and eventually moving to Vice President of Financial and Administrative Services for NIBE North America. During this time, Mr. Andriano played a pivotal role in securing major acquisitions, such as Enertech and The Climate Control Group, expanding NIBE’s footprint in the renewable energy space.

Closing of $2 Million 8.0% Debenture financing. The Company closed a non-brokered private placement of debenture units of the Company (“Debenture units”) at a price of $1,000 per Debenture Unit, for gross proceeds of $2,000,000. Each Debenture Unit will be comprised of: (i) a $1,000 principal amount of 8.0% unsecured debenture of the Company (the “Debenture”); and (ii) 5,000 common share purchase warrants of the Company (the “Warrants”). Each Warrant will entitle the holder thereof to acquire one common share in the capital of the Company (each, a “Share”) at an exercise price of $0.20 per Share for a period of 36 months from the date of issuance.

False Creek Neighbourhood Energy Utility (“NEU”) Expansion. The Company continued work on the supply and maintenance agreement with the City of Vancouver for the provision and maintenance of five SHARC systems for the False Creek NEU Expansion. During the period, the Company completed and billed milestone 3.5 of 5 of the agreement, where all components have been delivered to site. The remaining milestones were achieved in Q1 and Q2 2025.

SHARC WET system key in Whitney Young retrofit featured in NYSERDA Empire Building Challenge. The Company shipped a SHARC WET system for the Whitney Young Manor recapitalization project in Yonkers, New York during Q1 2024. The Whitney Young Manor will undergo a $22 million renovation, with nearly $12 million allocated to the project’s decarbonization effort, inclusive of all energy efficiency measures. The retrofit project will highlight how to leverage a recapitalization opportunity to comprehensively retrofit energy systems and modernize an affordable housing complex.

Insiders, including management and directors, have purchased 5,653,396 common shares of the Company during YE 2024. Insider ownership represents 16% of the current outstanding float.

For complete financial information for the year ended December 31, 2024, please see the Audited Annual Financial Statements and Management Discussion and Analysis (“MD&A”) filed on SEDAR at www.sedar.com.

About SHARC Energy

SHARC International Systems Inc. is a world leader in energy recovery from the wastewater we send down the drain every day. SHARC Energy’s systems recycle thermal energy from wastewater, generating one of the most energy-efficient and economical systems for heating, cooling & hot water production for commercial, residential, and industrial buildings along with thermal energy networks, commonly referred to as “District Energy”.

SHARC Energy is publicly traded in Canada (CSE: SHRC), the United States (OTCQB: INTWF) and Germany (Frankfurt: IWIA) and you can find out more on our SEDAR profile.

The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

Certain statements contained in this news release may constitute forward-looking information. Forward-looking information is often, but not always, identified using words such as “anticipate”, “plan”, “estimate”, “expect”, “may”, “will”, “intend”, “should”, and similar expressions. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. SHARC Energy’s actual results could differ materially from those anticipated in this forward-looking information because of regulatory decisions, competitive factors in the industries in which the Company operates, prevailing economic conditions, and other factors, many of which are beyond the control of the Company. SHARC Energy believes that the expectations reflected in the forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon. Any forward-looking information contained in this news release represents the Company’s expectations as of the date hereof and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information whether because of new information, future events or otherwise, except as required by applicable securities legislation.

_______________________________________

¹ Sales Pipeline is a non-IFRS measure. Please see discussion of Alternative Performance Measures and Non-IFRS Measures in the Year End 2024 MD&A.
² Sales Order Backlog is a non-IFRS measure. Please see discussion of Alternative Performance Measures and Non-IFRS Measures in the Year End 2024 MD&A.
³ Adjusted EBITDA is a non-IFRS measure. Please see discussion of Alternative Performance Measures and Non-IFRS Measures in the Year end 2024 MD&A.

The MIL Network –

May 1, 2025

MIL-OSI: The First of Long Island Corporation Reports Earnings for the First Quarter of 2025

Source: GlobeNewswire (MIL-OSI)

MELVILLE, N.Y., April 30, 2025 (GLOBE NEWSWIRE) — The First of Long Island Corporation (Nasdaq: FLIC, the “Company” or the “Corporation”), the parent of The First National Bank of Long Island (the “Bank”), reported earnings for the three months ended March 31, 2025.

Analysis of Earnings – First Quarter 2025 Versus Linked Quarter

Net income for the first quarter of 2025 increased $512,000 compared to the fourth quarter of 2024. The increase in net income was primarily due to a $795,000 increase in net interest income largely due to an eight basis point improvement in the net interest margin, and a decrease in noninterest expense of $1.5 million primarily due to branch consolidation expenses of $1.4 million and vesting of equity awards during the fourth quarter of 2024 offset by pending merger related system conversion expenses of $468,000 and debit card chargeoffs of $243,000 during the first quarter of 2025. These were partially offset by a provision for credit losses of $168,000 as compared to a provision reversal for credit losses of $381,000 in the fourth quarter, a decrease in noninterest income of $503,000 primarily due to $233,000 of back-to-back swap fees and $225,000 of bank-owned life insurance (“BOLI”) benefit payments earned in the fourth quarter, and an increase in income tax expense of $761,000 substantially due to a decrease in the percentage of pre-tax income derived from the Bank’s real estate investment trust, increasing the state and local income tax due.

Analysis of Earnings – First Quarter 2025 Versus First Quarter of 2024

Net income and earnings per share (“EPS”) for the quarter ended March 31, 2025 were $3.8 million and $0.17, respectively, as compared to $4.4 million and $0.20, respectively, for the comparable quarter in 2024. The principal drivers of the change in net income were an increase in net interest income of $661,000, or 3.6%, which was more than offset by an increase in the provision for credit losses of $168,000, an increase in noninterest expense of $922,000, and an increase in income tax expense of $193,000. The quarter produced a return on average assets (“ROA”) of 0.37%, return on average equity (“ROE”) of 3.98%, and a net interest margin of 1.91%.

Net interest income increased when comparing the first quarters of 2025 and 2024 primarily due to a decrease in interest expense of $2.0 million which was partially offset by a $1.4 million decrease in interest income. The decrease in interest expense was a combination of a 16 basis points decrease in the cost of interest-bearing liabilities and a decrease in average interest-bearing liabilities of $92.9 million. The decrease in interest income resulted from interest-earning assets decreasing by $156.6 million offset by the yield on interest-earning assets increasing two basis points.

In the first quarter of 2025, the Bank recorded a provision for credit losses of $168,000. The Bank did not record a provision in the first quarter of 2024. The allowance for credit losses remained relatively flat when compared to year-end 2024 largely due to declines in historical loss rates and loan balances which were offset by an increase due to deterioration in current and forecasted economic conditions, including adjustments for economic uncertainty. The reserve coverage ratio ticked up one basis point to 0.89% of total loans at March 31, 2025 as compared to 0.88% at December 31, 2024. Past due loans and nonaccrual loans were at $7.5 million and $3.5 million, respectively, on March 31, 2025. Overall, the credit quality of the loan and investment portfolios remains strong.

Noninterest income decreased $57,000, or 2.1%, when comparing the first quarters of 2025 and 2024 mainly due to 2024 nonrecurring items of $114,000 in real estate tax refunds, $60,000 in BOLI benefit payments, $50,000 in joint marketing fees and an additional one-time service charge cycle related to the Bank’s core system conversion, which were partially offset by increases of $96,000 in merchant card service fees and $72,000 in BOLI accretion.

Noninterest expense increased $922,000, or 5.7%, for the first quarter of 2025, as compared to the first quarter of 2024. The change in noninterest expense is mainly attributable to the current year’s expenses related to the pending merger. Noninterest expense increased due to merger expenses of $230,000, merger related system conversion expenses of $468,000, debit card chargeoffs of $243,000 and higher legal fees, partially offset by a 2.6% year-over-year decrease in salaries and employee benefits. The decrease in salaries and employee benefits was due to a decrease in full time equivalent employees, primarily the result of branch closings in 2024.

Income tax expense increased $193,000 due to an increase in the effective tax rate from 6.2% in the first quarter of 2024 to 11.5% in the current quarter. The increase in the effective tax rate is mainly due to the same reasons discussed above with respect to the linked quarter changes.

Liquidity

Total average deposits declined by $51.9 million when comparing the first quarters of 2025 and 2024. There were no overnight advances on March 31, 2025 or December 31, 2024. On March 31, 2025, other borrowings were down by $75.0 million from year-end 2024. At March 31, 2025, the Bank had $653.3 million in collateralized borrowing lines with the Federal Home Loan Bank of New York and the Federal Reserve Bank, a $20.0 million unsecured line of credit with a correspondent bank and $204.8 million in unencumbered securities. In total, $878.1 million in liquidity was available on March 31, 2025. Uninsured deposits were 49.5% of total deposits at March 31, 2025.

Capital

The Corporation’s capital position remains strong with a leverage ratio of approximately 10.29% on March 31, 2025. Book value per share was $16.91 on March 31, 2025, versus $16.77 on December 31, 2024. The Company declared its quarterly cash dividend of $0.21 per share during the quarter. There were no share repurchases during the quarter.

Forward Looking Information

This earnings release contains various “forward-looking statements” within the meaning of that term as set forth in Rule 175 of the Securities Act of 1933 and Rule 3b-6 of the Securities Exchange Act of 1934. Such statements are generally contained in sentences including the words “may” or “expect” or “could” or “should” or “would” or “believe” or “anticipate”. The Corporation cautions that these forward-looking statements are subject to numerous assumptions, risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. Factors that could cause future results to vary from current management expectations include, but are not limited to, changing economic conditions; legislative and regulatory changes; changes in domestic or international governmental policies, including the imposition of tariffs; monetary and fiscal policies of the federal government; changes in interest rates; deposit flows and the cost of funds; demand for loan products; competition; changes in management’s business strategies; changes in accounting principles, policies or guidelines; changes in real estate values; and other factors discussed in the “risk factors” section of the Corporation’s filings with the Securities and Exchange Commission (“SEC”). The forward-looking statements are made as of the date of this press release, and the Corporation assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

For more detailed financial information please see the Corporation’s quarterly report on Form 10-Q for the quarter ended March 31, 2025. The Form 10-Q will be available through the Bank’s website at www.fnbli.com on or about May 1, 2025, when it is anticipated to be electronically filed with the SEC. Our SEC filings are also available on the SEC’s website at www.sec.gov.


CONSOLIDATED BALANCE SHEETS (Unaudited)

	3/31/2025			12/31/2024
	(dollars in thousands)
Assets:
Cash and cash equivalents	$	67,555		$	38,330
Investment securities available-for-sale, at fair value		615,350			624,779

Loans:
Commercial and industrial		134,095			136,732
Secured by real estate:
Commercial mortgages		1,929,881			1,963,107
Residential mortgages		1,065,380			1,084,090
Home equity lines		33,452			36,468
Consumer and other		1,126			1,210
		3,163,934			3,221,607
Allowance for credit losses		(28,308	)		(28,331	)
		3,135,626			3,193,276

Restricted stock, at cost		24,329			27,712
Bank premises and equipment, net		28,411			29,135
Right-of-use asset – operating leases		18,358			18,951
Bank-owned life insurance		117,471			117,075
Pension plan assets, net		11,693			11,806
Deferred income tax benefit		35,022			36,192
Other assets		22,491			22,080
	$	4,076,306		$	4,119,336
Liabilities:
Deposits:
Checking	$	1,072,766		$	1,074,671
Savings, NOW and money market		1,587,030			1,574,160
Time		635,789			616,027
		3,295,585			3,264,858

Overnight advances		—			—
Other borrowings		360,000			435,000
Operating lease liability		20,348			21,964
Accrued expenses and other liabilities		17,533			18,648
		3,693,466			3,740,470
Stockholders’ Equity:
Common stock, par value $0.10 per share:
Authorized, 80,000,000 shares;
Issued and outstanding, 22,635,724 and 22,595,349 shares		2,264			2,260
Surplus		79,866			79,731
Retained earnings		353,043			354,051
		435,173			436,042
Accumulated other comprehensive loss, net of tax		(52,333	)		(57,176	)
		382,840			378,866
	$	4,076,306		$	4,119,336


CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

	Three Months Ended
	3/31/2025			3/31/2024
	(dollars in thousands)
Interest and dividend income:
Loans	$	33,785		$	33,543
Investment securities:
Taxable		5,374			6,993
Nontaxable		956			960
		40,115			41,496
Interest expense:
Savings, NOW and money market deposits		10,318			10,083
Time deposits		6,403			6,977
Overnight advances		71			263
Other borrowings		4,501			6,012
		21,293			23,335
Net interest income		18,822			18,161
Provision for credit losses		168			—
Net interest income after provision for credit losses		18,654			18,161

Noninterest income:
Bank-owned life insurance		912			840
Service charges on deposit accounts		829			880
Net loss on sales of securities		—			—
Other		976			1,054
		2,717			2,774
Noninterest expense:
Salaries and employee benefits		9,711			9,974
Occupancy and equipment		3,233			3,214
Merger expenses		230			—
Other		3,954			3,018
		17,128			16,206
Income before income taxes		4,243			4,729
Income tax expense		487			294
Net income	$	3,756		$	4,435

Share and Per Share Data:
Weighted Average Common Shares		22,625,117			22,520,568
Dilutive restricted stock units		86,270			73,827
Dilutive weighted average common shares		22,711,387			22,594,395

Basic EPS	$	0.17		$	0.20
Diluted EPS		0.17			0.20
Cash Dividends Declared per share		0.21			0.21

FINANCIAL RATIOS
(Unaudited)
ROA		0.37	%		0.42	%
ROE		3.98			4.72
Net Interest Margin		1.91			1.79


PROBLEM AND POTENTIAL PROBLEM LOANS AND ASSETS (Unaudited)

	3/31/2025			12/31/2024
	(dollars in thousands)
Loans including modifications to borrowers experiencing financial difficulty:
Modified and performing according to their modified terms	$	419		$	421
Past due 30 through 89 days		7,452			270
Past due 90 days or more and still accruing		—			—
Nonaccrual		3,510			3,229
		11,381			3,920
Other real estate owned		—			—
	$	11,381		$	3,920

Allowance for credit losses	$	28,308		$	28,331
Allowance for credit losses as a percentage of total loans		0.89	%		0.88	%
Allowance for credit losses as a multiple of nonaccrual loans		8.1	x		8.8	x


AVERAGE BALANCE SHEET, INTEREST RATES AND INTEREST DIFFERENTIAL (Unaudited)

	Three Months Ended March 31,
	2025							2024
	Average			Interest/		Average		Average			Interest/		Average
(dollars in thousands)	Balance			Dividends		Rate		Balance			Dividends		Rate
Assets:
Interest-earning bank balances	$	28,537		$	313	4.45	%	$	55,117		$	751	5.48	%
Investment securities:
Taxable (1)		568,162			5,061	3.56			638,857			6,242	3.91
Nontaxable (1) (2)		151,745			1,210	3.19			153,417			1,215	3.17
Loans (1)		3,185,771			33,785	4.24			3,243,445			33,543	4.14
Total interest-earning assets		3,934,215			40,369	4.10			4,090,836			41,751	4.08
Allowance for credit losses		(28,399	)						(28,947	)
Net interest-earning assets		3,905,816							4,061,889
Cash and due from banks		28,197							31,703
Premises and equipment, net		28,912							31,257
Other assets		130,528							120,884
	$	4,093,453						$	4,245,733
Liabilities and Stockholders’ Equity:
Savings, NOW & money market deposits	$	1,572,109			10,318	2.66		$	1,534,081			10,083	2.64
Time deposits		612,730			6,403	4.24			643,854			6,977	4.36
Total interest-bearing deposits		2,184,839			16,721	3.10			2,177,935			17,060	3.15
Overnight advances		6,322			71	4.55			18,846			263	5.61
Other borrowings		416,944			4,501	4.38			504,258			6,012	4.80
Total interest-bearing liabilities		2,608,105			21,293	3.31			2,701,039			23,335	3.47
Checking deposits		1,067,804							1,126,593
Other liabilities		35,260							40,014
		3,711,169							3,867,646
Stockholders’ equity		382,284							378,087
	$	4,093,453						$	4,245,733

Net interest income (2)				$	19,076						$	18,416
Net interest spread (2)						0.79	%						0.61	%
Net interest margin (2)						1.91	%						1.79	%

(1)		The average balances of loans include nonaccrual loans. The average balances of investment securities exclude unrealized gains and losses on available-for-sale securities.
(2)		Tax-equivalent basis. Interest income on a tax-equivalent basis includes the additional amount of interest income that would have been earned if the Corporation’s investment in tax-exempt investment securities had been made in investment securities subject to federal income taxes yielding the same after-tax income. The tax-equivalent amount of $1.00 of nontaxable income was $1.27 for each period presented using the statutory federal income tax rate of 21%.

For More Information Contact:
Janet Verneuille, SEVP and CFO
(516) 671-4900, Ext. 7462

The MIL Network –

May 1, 2025

MIL-OSI: Element Reports Solid First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

^{Amounts in US$ unless otherwise noted}

Solid Q1 2025 performance in uncertain market conditions reflects the strength of the Company’s business model and financial and operational resilience

Net revenues grew 5% year-over-year driven by growth across all categories despite an unfavourable foreign currency translation impact of $17 million and Q1 2024 services revenue benefitting from $7 million in certain items (as previously disclosed)

Q1 2025 adjusted operating expense^2,3 growth moderated to 5% year-over-year

Excluding the $7 million in services revenue noted above, net revenue grew 8% year-over-year, and adjusted operating margin expanded 125 basis points with positive operating leverage of 290 basis points

On an adjusted basis³, diluted EPS of $0.28 in Q1 2025 represented a 8% year-over-year increase, diluted free cash flow per share of $0.36 grew 9%, and the Company generated a return of equity of 16.7%; up from 15.4% in Q1 2024

The Company is effectively navigating the challenges posed by global trade tensions to support its clients and business

Client order volume remains resilient, with global order backlog rising to $2 billion in Q1 2025

Repurchased 2.2 million common shares under its normal course issuer bid in Q1 2025 for total consideration of approximately $40 million

TORONTO, April 30, 2025 (GLOBE NEWSWIRE) — Element Fleet Management Corp. (TSX:EFN) (“Element” or the “Company”), the largest publicly traded, pure-play automotive fleet manager in the world, today announced financial and operating results for the three months ended March 31, 2025. The following table presents Element’s selected financial results.


	Q1 2025¹		Q4 2024¹	Q1 2024¹	QoQ	YoY
In US$ millions, except percentages and per share amount					%	%
Selected results – as reported
Net revenue	275.7		270.9	262.5	2%	5%
Pre-tax income	136.5		121.4	123.0	12%	11%
Pre-tax income margin	49.5	%	44.8 %	46.9 %	470 bps	260 bps
Earnings per share (EPS) [diluted]	*0.25*		0.23	0.23	9%	9%
Adjusted results^1,2,3
Adjusted net revenue^1,3	275.7		270.9	262.5	2%	5%
Adjusted operating income (AOI)³	150.8		143.3	143.6	5%	5%
Adjusted operating margin³	54.7	%	52.9 %	54.7 %	180 bps	— bps
Adjusted EPS³ [diluted]	*0.28*		0.27	0.26	4%	8%
Other highlights:
Adjusted free cash flow per share³(FCF/sh) – diluted	0.36		0.30	0.33	20%	9%
Originations	1,509		1,498	1,542	1%	(2)%
Vehicles under management	1.514		1.517	1.490	—%	2%
Adjusted ROE³	16.7	%	15.4 %	15.4 %	130 bps	130 bps

1.	Q1 2024 services revenue benefitted from $7 million in certain items, as previously disclosed.
2.	Q1 2024 also includes $2 million in strategic project costs (nil in Q4 2024) attributable to the Company’s leasing initiative in Ireland. These strategic costs were completed in Q3 2024 and, in aggregate, were $2 million below planned investment as previously communicated.
3.	Adjusted results are non-GAAP or supplemental financial measures, which do not have any standard meaning prescribed by GAAP under IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. For further information, please see the “IFRS to Non-GAAP Reconciliations” section in this earnings release. The Company uses “Adjusted Results” because it believes that they provide useful information to investors regarding its performance and results of operations.

“Our solid Q1 results highlight the financial stability and operational resilience of our business,” said Laura Dottori-Attanasio, Chief Executive Officer of Element. “This has enabled us to effectively manage potential disruptions from global trade tensions while staying committed to our clients’ success. By leveraging our deep industry expertise, we remain focused on guiding clients through market uncertainties and continuing to support them in achieving their strategic objectives.”

Dottori-Attanasio continued, “Strong client demand, combined with our business’ proven ability to adapt and self-correct, enables us to consistently deliver value for shareholders across dynamic market environments. At the same time, we continue to innovate, digitize, and evolve to sustain long-term success and lead the way in defining the future of mobility. We are also encouraged by the moderation in expense growth — a trend we expect to continue through 2025 and will help to generate adjusted operating margin expansion in line with our 2025 guidance.”

Net revenue growth

Element grew Q1 2025 net revenue 5% over Q1 2024 (“year-over-year”) to $276 million, with increases delivered across all categories. As previously disclosed, Q1 2024 net revenue benefitted from $7 million in services revenue from certain items. Excluding these items, net revenue grew 8% compared to Q1 2024. Additionally, the impact of foreign exchange translation was material year-over-year, particularly the Mexican Peso and Australian dollar, which depreciated against the U.S. dollar by approximately 20% and 5%, respectively, reducing net revenue by $17 million.

Q1 2025 net revenue increased $5 million or 2% from Q4 2024 (“quarter-over-quarter”) led largely by higher net financing revenue, higher syndication revenue and higher Gains on Sale (“GOS”) due to seasonal factors. This was partly offset by lower services revenue, which benefitted from certain timing-related factors in Q4 2024.

Service revenue

Element’s largely unlevered services revenue is an important driver of the Company’s growth and the key pillar of its capital-light business model, which has improved the return on equity profile.

Q1 2025 services revenue increased 4% year-over-year to $152 million driven primarily by higher penetration and utilization rates of our service offerings from new and existing clients. As previously disclosed, Q1 2024 services revenue benefitted from $7 million in certain items. Excluding this amount, services revenue grew by 9% year-over-year. Partly offsetting this increase was the impact of foreign currency exchange translation, which reduced services revenue by $6 million.

Q1 2025 services revenue decreased 6% quarter-over-quarter from a record Q4 2024, which benefitted from certain timing-related factors referenced above under ‘Net revenue growth’.

Net financing revenue

Q1 2025 net financing revenue grew $4 million or 4% year-over-year, primarily due to strong growth in financing income driven by both pricing and funding initiatives. Partly offsetting this was higher funding costs associated with financing the redemptions of our preferred shares (previously recorded below the AOI line) and the impact of incremental debt due to the acquisition of Autofleet. The year-over-year decrease in GOS resulted from unfavourable foreign currency translation, as on an underlying basis higher vehicle volume more than offset used vehicle price normalization. The aggregate impact of foreign currency exchange translation reduced net financing revenue by $11 million year-over-year.

Q1 2025 net financing revenue increased $8 million or 8% from Q4 2024. This quarter-over-quarter increase was materially led by higher yield on assets, higher GOS relative to a seasonally weaker fourth quarter, and lower funding costs.

Syndication volume

The Company syndicated $574 million of assets in Q1 2025, an increase of $101 million or 21% year-over-year. Q1 2025 syndicated assets decreased $461 million or 45% quarter-over-quarter largely as a result of the bulk sale of a Canadian lease portfolio to Blackstone in December 2024 in the amount of $346 million (CAD$474 million).

In Q1 2025, the Company made the strategic decision to delay the syndication of certain assets to the second half of 2025 pending the outcome of proposed U.S. tax legislation changes. Overall, the demand for Element’s assets remains strong and this postponement underscores a targeted approach to capital management.

Q1 2025 syndication revenue increased $3 million or 41% year-over-year largely attributable to higher net yields and higher syndicated volume. This higher net yield largely reflects the Company’s syndication mix and a more favourable interest rate environment, which more than offset the scheduled reduction in bonus depreciation in 2025, which reduces net yields.

Q1 2025 syndication increased $6 million or 95% quarter-over-quarter largely due to higher net yields from syndication mix, which compared favourably to Q4 2024 net yields that were negatively impacted by the setup costs associated with the bulk sale of the Canadian lease portfolio.

Adjusted operating expenses

Q1 2025 adjusted operating expenses of $125 million were $6 million or 5% higher year-over-year. largely due to higher general and administrative expenses related to business development, higher professional fees and Autofleet operating expenses of $3 million in Q1 2025. Excluding Autofleet, adjusted operating expenses increased by 2%, compared to Q1 2024. The impact of foreign currency exchange translation was a $4 million tailwind.

Adjusted operating expenses decreased by $3 million or 2% quarter-over-quarter, largely due to lower general and administrative expenses.

We expect operating expense growth to continue to moderate for the remainder of 2025 as the benefits of our investments made in 2024 begin to materialize.

Adjusted operating income and adjusted operating margins

Q1 2025 AOI was $151 million, an increase of $7 million or 5% year-over-year notwithstanding foreign currency translation impacts. Excluding the $7 million in certain service revenue items in Q1 2024, AOI grew 11% year-over-year. The impact on AOI resulting from unfavourable foreign exchange movements was $13 million on a year-over-year basis.

Q1 2025 AOI increased $8 million or 5% quarter-over-quarter due to the favourable combination of higher revenue and reduced expenses.

Q1 2025 adjusted operating margin was 54.7%, unchanged year-over-year. Excluding the impact of the $7 million in certain service revenue items in Q1 2024, operating margin expanded 125 basis points.

Originations

Element originated $1.5 billion of assets in Q1 2025, which is a $33 million or 2% decrease year-over-year reflecting foreign exchange translation headwinds impacting our Mexico and Australia and New Zealand originations, partially offset by increased volumes in the U.S. and Canada.

Q1 2025 originations increased $11 million or 1% quarter-over-quarter led largely by higher originations in the U.S. and Canada.

Order volumes have increased significantly over the past two quarters amid rising global trade tensions. The Company continues to expect this client order momentum, bolstered by improvements made through our U.S. & Canada Leasing strategic initiative based in Ireland, to drive solid origination volumes in the coming quarters.

The table below sets out the geographic distribution of Element’s originations for 2025 and 2024:

(in US$000’s for stated values)	March 31, 2025		March 31, 2024
	$	%	$	%
United States and Canada	1,195,391	79.23 %	1,182,987	76.72 %
Mexico	214,752	14.23 %	259,143	16.81 %
Australia and New Zealand	98,726	6.54 %	99,753	6.47 %
Total	1,508,869	100.00 %	1,541,883	100.00 %

Adjusted free cash flow per share and returns to shareholders

On an adjusted basis, Element generated $0.36 of diluted adjusted free cash flow (“FCF”) per share in Q1 2025; up 9% year-over-year. Q1 2025 diluted adjusted FCF per share was 20% higher quarter-over-quarter.

During Q1 2025, Element returned $77 million of cash to shareholders through common share dividends ($37 million) and common share repurchases ($40 million).

Common dividend and share repurchases

On April 30, 2025, the Board of Directors (the “Board”) authorized and declared a quarterly cash dividend of CAD$0.13 per common share of Element for the second quarter of 2025. The dividend will be payable on July 15, 2025 to shareholders of record as at the close of business on June 30, 2025.

The Company’s common dividends are designated to be eligible dividends for purposes of section 89(1) of the Income Tax Act (Canada).

In furtherance of the Company’s return of capital plan, Element renewed its normal course issuer bid (the “NCIB”) for its common shares. Under the NCIB, the Company has approval from the TSX to purchase up to 40,386,699 common shares during the period from November 20, 2024, to November 19, 2025. The Company intends to be more active under its NCIB in 2025. The actual number of the Company’s common shares, if any, that may be purchased under the NCIB, and the timing of any such purchases, will be determined by the Company, subject to applicable terms and limitations of the NCIB (including any automatic share purchase plan adopted in connection therewith). There cannot be any assurance as to how many common shares, if any, will ultimately be purchased pursuant to the NCIB. Any subsequent renewals of the NCIB will be in the discretion of the Company and subject to further TSX approval.

During Q1 2025, the Company purchased 2,178,000 Common Shares for cancellation under its NCIB at a volume weighted average price of CAD$28.55. The Company has remained active on the NCIB during April 2025, and have repurchased approximately 561,000 shares for total consideration of approximately $11 million.

Element applies trade date accounting in determining the date on which the share repurchase is reflected in the consolidated financial statements. Trade date accounting is the date on which the Company commits itself to purchase the shares.

Debt-to-capital leverage ratio

Commencing Q4 2024, the Company changed its banking covenants from tangible leverage ratio (“TLR”) to debt-to-capital, which the Company believes is a more meaningful measure of its leverage. At March 31, 2025, the Company’s debt-to-capital ratio was 74.9% (March 31, 2024 73.2%). The Company targets a range between 73% to 77%.

The Company remains committed to maintaining a strong investment grade balance sheet.

Conference call and webcast

A conference call to discuss these results will be held on Thursday, May 1, 2025 at 8:00 a.m. Eastern Time.

The conference call and webcast can be accessed as follows:

A taped recording of the conference call may be accessed through June 1, 2025 by dialing 1-855-669-9658 (Canada/U.S. Toll Free) or 1-412-317-0088 (International Toll) and entering the access code 2285919.

IFRS to Non-GAAP Reconciliations, Non-GAAP Measures and Supplemental Information

The Company’s audited consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB and the accounting policies we adopted in accordance with IFRS. These audited consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to present fairly our financial position as at March 31, 2025 and March 31, 2024, the results of operations, comprehensive income and cash flows for the three- and 12-month periods-ended March 31, 2025 and March 31, 2024.

Non-GAAP and IFRS key annualized operating ratios and per share information of the operations of the Company:

		As at and for the three-month period ended
(in US$000’s except ratios and per share amounts or unless otherwise noted)		March 31, 2025			December 31, 2024			March 31, 2024

Key annualized operating ratios

Leverage ratios
Financial leverage ratio	P/(P+R)		74.9	%		74.1	%		73.2	%
Average financial leverage ratio	Q/(Q+V)		75.4	%		75.0	%		73.8	%

Other key operating ratios
Allowance for credit losses as a % of total finance receivables before allowance	F/E		0.09	%		0.08	%		0.08	%
Adjusted operating income on average net earning assets	B/J		7.92	%		7.31	%		7.34	%
Adjusted operating income on average tangible total equity of Element	D/(V-L)		42.23	%		39.34	%		32.37	%

Per share information
Number of shares outstanding	W		402,350			404,502			388,926
Weighted average number of shares outstanding [basic]	X		403,502			404,578			389,161
Weighted average number of shares outstanding [diluted]	Y		403,686			404,726			404,118
Cumulative preferred share dividends during the period	Z		—			—			2,919
Other effects of dilution on an adjusted operating income basis	AA	$	—			—		$	1,222
Net income per share [basic]	(A-Z)/X	$	0.25		$	0.23		$	0.23
Net income per share [diluted]		$	0.25		$	0.23		$	0.23

Adjusted EPS [basic]	(D1)/X	$	0.28		$	0.27		$	0.27
Adjusted EPS [diluted]	(D1+AA)/Y	$	0.28		$	0.27		$	0.26

Management also uses a variety of both IFRS and non-GAAP and Supplemental Measures, and non-GAAP ratios to monitor and assess their operating performance. The Company uses these non-GAAP and Supplemental Financial Measures because they believe that they may provide useful information to investors regarding their performance and results of operations.

The following table provides a reconciliation of certain IFRS to non-GAAP measures related to the operations of the Company and other supplemental information.

	For the three-month period ended
(in US$000’s except per share amounts or unless otherwise noted)	March 31, 2025			December 31, 2024			March 31, 2024
Reported results	US$			US$			US$
Services income, net		152,482			161,461			147,053
Net financing revenue		111,556			103,453			107,178
Syndication revenue, net		11,633			5,976			8,226
Net revenue		275,671			270,890			262,457
Operating expenses		135,007			141,234			132,499
Operating income		140,664			129,656			129,958
Operating margin		51.0	%		47.9	%		49.5	%
Total expenses		139,200			149,463			139,478
Income before income taxes		136,471			121,427			122,979
Net income		102,250			92,057			93,817
EPS [basic]	$	0.25		$	0.23		$	0.23
EPS [diluted]	$	0.25		$	0.23		$	0.23
Adjusting items
Impact of adjusting items on operating expenses:
Strategic initiatives costs – Salaries, wages, and benefits		—			—			485
Strategic initiatives costs – General and administrative expenses		—			—			1,640
Share-based compensation		10,183			13,687			10,731
Amortization of convertible debenture discount		—			—			793
Total impact of adjusting items on operating expenses		10,183			13,687			13,649
Total pre-tax impact of adjusting items		10,183			13,687			13,649
Total after-tax impact of adjusting items		7,612			10,265			10,305
Total impact of adjusting items on EPS [basic]		0.02			0.03			0.03
Total impact of adjusting items on EPS [diluted]		0.02			0.03			0.03

	For the three-month period ended
(in US$000’s except per share amounts or unless otherwise noted)	March 31, 2025			December 31, 2024			March 31, 2024
Adjusted results	US$			US$			US$
Adjusted net revenue		275,671			270,890			262,457
Adjusted operating expenses		124,824			127,547			118,850
Adjusted operating income		150,847			143,343			143,607
Adjusted operating margin		54.7	%		52.9	%		54.7	%
Provision for income taxes		34,221			29,370			29,162
Adjustments:
Pre-tax income		3,750			5,481			5,390
Foreign tax rate differential and other		118			985			632
Provision for taxes applicable to adjusted results		38,089			35,836			35,184
Adjusted net income		112,758			107,507			108,423
Adjusted EPS [basic]	$	0.28		$	0.27		$	0.27
Adjusted EPS [diluted]	$	0.28		$	0.27		$	0.26

The following table summarizes key statement of financial position amounts for the periods presented.

Selected statement of financial position amounts		For the three-month period ended
(in US$000’s unless otherwise noted)		March 31, 2025		December 31, 2024		March 31, 2024
		US$		US$		US$
Total Finance receivables, before allowance for credit losses	E	7,699,109		7,576,386		7,478,974
Allowance for credit losses	F	7,137		6,168		5,794
Net investment in finance receivable	G	5,148,688		4,968,294		5,349,038
Equipment under operating leases	H	2,428,013		2,435,430		2,685,015
Net earning assets	I=G+H	7,576,701		7,403,724		8,034,053
Average net earning assets	J	7,618,350		7,848,023		7,825,155
Goodwill and intangible assets	K	1,660,009		1,672,701		1,587,465
Average goodwill and intangible assets	L	1,663,050		1,675,336		1,588,981
Borrowings	M	9,045,885		8,463,789		9,021,567
Unsecured convertible debentures	N	—		—		126,108
Less: continuing involvement liability	O	(136,932	)	(132,683	)	(87,199	)
Total debt	P=M+N-O	8,908,953		8,331,106		9,060,476
Cash and restricted funds	P₁	780,531		408,621		1,031,951
Total net debt	P₂ = P-P₁	8,128,422		7,922,485		8,028,525
Average debt	Q	8,363,864		8,313,527		8,239,147
Total shareholders’ equity	R	2,720,616		2,774,315		2,944,588
Preferred shares	S	—		—		181,077
Common shareholders’ equity	T=R-S	2,720,616		2,774,315		2,763,511
Average common shareholders’ equity	U	2,730,985		2,768,504		2,747,716
Average total shareholders’ equity	V	2,730,985		2,768,504		2,928,793

Throughout this press release, management uses the following terms and ratios which do not have a standardized meaning under IFRS and are unlikely to be comparable to similar measures presented by other organizations. Non-GAAP measures are reported in addition to, and should not be considered alternatives to, measures of performance according to IFRS.

Adjusted operating expenses

Adjusted operating expenses are equal to salaries, wages and benefits, general and administrative expenses, and depreciation and amortization less adjusting items impacting operating expenses. The following table reconciles the Company’s reported expenses to adjusted operating expenses.

	For the three-month period ended
(in US$000’s except per share amounts or unless otherwise noted)	March 31, 2025		December 31, 2024	March 31, 2024
	US$		US$	US$
Reported Expenses	139,200		149,463	139,478
Less:
Amortization of intangible assets from acquisitions	7,799		7,819	6,979
Loss (gain) on investments	(3,606	)	410	—
Operating expenses	135,007		141,234	132,499
Less:
Amortization of convertible debenture discount	—		—	793
Share-based compensation	10,183		13,687	10,731
Strategic initiatives costs – Salaries, wages and benefits	—		—	485
Strategic initiatives costs – General and administrative expenses	—		—	1,640
Total adjustments	10,183		13,687	13,649
Adjusted operating expenses	124,824		127,547	118,850

Adjusted operating income or Pre-tax adjusted operating income

Adjusted operating income reflects net income or loss for the period adjusted for the amortization of debenture discount, share-based compensation, amortization of intangible assets from acquisitions, provision for or recovery of income taxes, loss or income on investments, and adjusting items from the table below.

The following tables reconciles income before taxes to adjusted operating income.

	For the three-month period ended
(in US$000’s except per share amounts or unless otherwise noted)	March 31, 2025		December 31, 2024	March 31, 2024
	US$		US$	US$
Income before income taxes	136,471		121,427	122,979
Adjustments:
Amortization of convertible debenture discount	—		—	793
Share-based compensation	10,183		13,687	10,731
Amortization of intangible assets from acquisition	7,799		7,819	6,979
Loss (gain) on investments	(3,606	)	410	—
Adjusting Items:
Strategic initiatives costs – Salaries, wages and benefits	—		—	485
Strategic initiatives costs – General and administrative expenses	—		—	1,640
Total pre-tax impact of adjusting items	—		—	2,125
Adjusted operating income	150,847		143,343	143,607

Adjusted operating margin

Adjusted operating margin is the adjusted operating income before taxes for the period divided by the net revenue for the period.

After-tax adjusted operating income

After-tax adjusted operating income reflects the adjusted operating income after the application of the Company’s effective tax rates.

Adjusted net income

Adjusted net income reflects reported net income less the after-tax impacts of adjusting items. The following table reconciles reported net income to adjusted net income.

	For the three-month period ended
(in US$000’s except per share amounts or unless otherwise noted)	March 31, 2025		December 31, 2024		March 31, 2024
	US$		US$		US$
Net income	102,250		92,057		93,817
Amortization of convertible debenture discount	—		—		793
Share-based compensation	10,183		13,687		10,731
Amortization of intangible assets from acquisition	7,799		7,819		6,979
Loss (gain) on investments	(3,606	)	410		—
Strategic initiatives costs – Salaries, wages and benefits	—		—		485
Strategic initiatives costs – General and administrative expenses	—		—		1,640
Provision for income taxes	34,221		29,370		29,162
Provision for taxes applicable to adjusted results	(38,089	)	(35,836	)	(35,184	)
Adjusted net income	112,758		107,507		108,423

After-tax adjusted operating income attributable to common shareholders

After-tax adjusted operating income attributable to common shareholders is computed as after-tax adjusted operating income less the cumulative preferred share dividends for the period.

About Element Fleet Management
Element Fleet Management (TSX: EFN) is the largest publicly traded pure-play automotive fleet manager in the world. As a Purpose-driven company, we provide a full range of sustainable and intelligent mobility solutions to optimize and enhance fleet performance for our clients across North America, Australia, and New Zealand. Our services address every aspect of our clients’ fleet requirements, from vehicle acquisition, maintenance, route optimization, risk management, and remarketing, to advising on decarbonization efforts, integration of electric vehicles and managing the complexity of gradual fleet electrification. Clients benefit from Element’s expertise as one of the largest fleet solutions providers in its markets, offering economies of scale and insight used to reduce operating costs and enhance efficiency and performance. At Element, we maximize our clients’ fleet so they can focus on growing their business. For more information, please visit: https://www.elementfleet.com

This press release includes forward-looking statements regarding Element and its business. Such statements are based on management’s current expectations and views of future events. In some cases the forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “believe” or the negative of these terms, or other similar expressions intended to identify forward-looking statements, including, among others, statements regarding Element’s financial performance, enhancements to clients’ service experience and service levels; expectations regarding client and revenue retention trends; management of operating expenses; increases in efficiency; Element’s ability to achieve its sustainability objectives; Element achieving its digital platform ambitions; the Autofleet acquisition enabling the Company to scale its business more quickly, achieve operational efficiencies, increase client and shareholder value and unlock new revenues streams; EV strategy and capabilities; global EV adoption rates; dividend policy and the payment of future dividends; the costs and benefits of strategic initiatives; creation of value for all stakeholders; expectations regarding syndication; growth prospects and expected revenue growth; level of workforce engagement; improvements to magnitude and quality of earnings; executive hiring and retention; focus and discipline in investing; balance sheet management and plans and expectations with respect to leverage ratios; and Element’s proposed share purchases, including the number of common shares to be repurchased, the timing thereof and TSX acceptance of the NCIB and any renewal thereof. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause Element’s actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Such risks and uncertainties include those regarding the fleet management and finance industries, economic factors, regulatory landscape and many other factors beyond the control of Element. A discussion of the material risks and assumptions associated with this outlook can be found in Element’s annual MD&A, and Annual Information Form for the year ended December 31, 2023, each of which has been filed on SEDAR+ and can be accessed at www.sedarplus.ca. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Element undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

The MIL Network –

May 1, 2025

MIL-OSI: Midland States Bancorp, Inc. Announces Preliminary 2025 First Quarter Results

Source: GlobeNewswire (MIL-OSI)

EFFINGHAM, Ill., April 30, 2025 (GLOBE NEWSWIRE) — Midland States Bancorp, Inc. (Nasdaq: MSBI) (the “Company”) reported preliminary results for the first quarter of 2025. As previously disclosed, the Company is completing its evaluation, subject to review by its independent registered public accounting firm, of the accounting and financial reporting of third-party lending and servicing arrangements, including the collection and analysis of third-party documentation, not material to tangible equity. This process is ongoing and must be completed for the Company to file its Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”), which is expected to include restated financial statements for the applicable periods.

While the Company works diligently to complete this process, the Company is providing preliminary results for the first quarter of 2025. These results reflect the updated accounting methodology for the remaining third party lending and servicing arrangements. The Company’s actual results may differ materially from these preliminary financial results. The Company is also completing an evaluation of whether there is an impairment to its goodwill, including obtaining valuation information from third parties. An impairment, if determined to exist, would not affect the tangible equity or the regulatory capital ratios of the Company. This preliminary financial data has been prepared by and is the responsibility of the Company. The Company’s independent auditor has not reviewed or audited these preliminary financial results. The results should be considered preliminary and are subject to adjustment based on the results of the process, the restatement and other developments that may arise between now and the time the Company’s 2024 audited consolidated financial statements are issued.

As a result of the delays in the filing of the 2024 Annual Report, certain subsequent events have been evaluated and will be recorded in the Company’s audited financial statements for the year ended December 31, 2024. The Company will continue to evaluate subsequent events that occur prior to the date the financial statements for the year ended December 31, 2024 are available to be issued.

Preliminary 2025 First Quarter Results

Net income available to common shareholders of $12.6 million, or $0.57 per diluted share, for the first quarter of 2025
Pre-tax, pre-provision earnings of $27.0 million, or $1.12 per diluted share, for the first quarter of 2025

Discussion of Outlook; President & Chief Executive Officer, Jeffrey G. Ludwig:

“We are working diligently to resolve the delay in our audited financials, although we want to emphasize that we do not expect a material impact to first quarter tangible equity or regulatory capital levels, and that our unaudited preliminary first quarter results already reflect the previously disclosed accounting methodology changes, for a small third party guaranteed loan portfolio.

“Improving credit quality remains a strategic priority, and during the first quarter we had no significant new substandard or nonperforming loans identified, with two-thirds of net charge-offs in the quarter taking place within third party programs that were fully reimbursed. The previously disclosed sale of $330 million of GreenSky loans in April 2025, plus tighter underwriting standards in our equipment finance portfolio are expected to significantly reduce exposure to higher-risk portfolios over the balance of 2025.

“Our underlying profitability trends were favorable in the first quarter, with a strong net interest margin of 3.48%, solid loan growth in the Community Bank, and continued contribution from our wealth management revenue platform. We continue to expect stronger profitability over the balance of 2025 with growing capital ratios.”

Key Points for First Quarter and Outlook

Continued Credit Clean-up; Tightened Credit Standards

The Company closed its sale of participation interests of consumer loans originated through the GreenSky program. The sale included approximately $330 million, or 89%, of the Company’s GreenSky portfolio. The remaining portfolio will be retained by the Company under a new servicing agreement.
Substandard accruing loans and nonperforming loans decreased slightly to $75.7 million and $140.0 million at March 31, 2025, respectively. No significant new substandard or nonperforming loans were identified during the quarter.
Net charge-offs were $16.9 million for the quarter, including $11.1 million of fully reimbursed charge-offs related to our third party lending programs. Net charge-offs in our equipment finance portfolio were approximately $4.5 million as we continue to see credit issues primarily in the trucking industry.
Provision for credit losses on loans was $8.3 million for the first quarter of 2025, primarily as a result of continued trends in the equipment finance portfolio.
Allowance for credit losses on loans was $90.5 million, or 1.80% of total loans.

The table below summarizes certain information regarding the Company’s loan portfolio asset quality as of March 31, 2025.

(in thousands)	As of and for the Three Months Ended March 31, 2025
Asset Quality
Loans 30-89 days past due	$	43,522
Nonperforming loans		140,020
Nonperforming assets		146,080
Substandard accruing loans		75,668
Net charge-offs		16,878
Loans 30-89 days past due to total loans		0.87	%
Nonperforming loans to total loans		2.79	%
Nonperforming assets to total assets		1.96	%
Allowance for credit losses to total loans		1.80	%
Allowance for credit losses to nonperforming loans		64.60	%
Net charge-offs to average loans		1.35	%

Solid Growth Trends in Community Bank & Wealth Management

Total loans at March 31, 2025 were $5.02 billion, a decrease of $149.5 million from December 31, 2024. Key changes in the loan portfolio were as follows:
- Loans originated by our Community Bank increased $56.8 million, or 1.8%, from December 31, 2024, pipelines remain strong
- We continue to pursue an intentional decrease in our Specialty Finance loan portfolio, as we tighten credit standards. Balances in this loan portfolio decreased $159.3 million during the quarter.
- Equipment finance portfolio balances declined $44.9 million during the quarter as we continue to reduce the overall balances in this unit and tighten underwriting standards.
Total deposits were $5.94 billion at March 31, 2025, a decrease of $260.8 million from December 31, 2024. The decline in deposits reflects the following:
- Noninterest-bearing deposits increased $35.1 million in the quarter.
- Retail deposits increased by $96.8 million through a growth and marketing strategy implemented late in the first quarter of 2025, along with higher average deposits held by retail customers.
- Brokered deposits, including both money market and time deposits decreased by $115.4 million.
- Sweep accounts included in interest bearing checking decreased by $115.4 million, of which $80 million was related to normal first quarter distributions for one large depositor with the remainder due to seasonal adjustments.
- Servicing deposits decreased by $53.9 million.
Wealth Management revenue totaled $7.4 million in the first quarter of 2025. Assets under administration were $4.10 billion at March 31, 2025. The Company added six new sales positions in the first quarter of 2025 and continues to experience strong pipelines.

Net Interest Margin

Net interest margin was 3.48%, and we saw a continued decline in the cost of funding. Rate cuts enacted by the Federal Reserve Bank in late 2024 continue to result in a lower cost of deposits for the Company, which fell to 2.29% in the first quarter of 2025.

The following table summarizes certain factors affecting the Company’s net interest margin for the first quarter of 2025.

	For the Three Months Ended
(dollars in thousands)	March 31, 2025
Interest-earning assets	Average Balance		Interest & Fees		Yield/Rate
Cash and cash equivalents	$	68,671	$	718	4.24	%
Investment securities⁽¹⁾		1,311,887		15,517	4.80
Loans⁽¹⁾⁽²⁾		5,057,394		78,014	6.26
Loans held for sale		326,348		4,563	5.67
Nonmarketable equity securities		35,614		647	7.37
Total interest-earning assets		6,799,914		99,459	5.93
Noninterest-earning assets		687,870
Total assets	$	7,487,784

Interest-Bearing Liabilities
Interest-bearing deposits	$	5,074,007	$	34,615	2.77	%
Short-term borrowings		73,767		700	3.85
FHLB advances & other borrowings		299,578		3,163	4.28
Subordinated debt		77,752		1,387	7.23
Trust preferred debentures		51,283		1,200	9.49
Total interest-bearing liabilities		5,576,387		41,065	2.99
Noninterest-bearing deposits		1,052,181
Other noninterest-bearing liabilities		124,638
Shareholders’ equity		734,578
Total liabilities and shareholder’s equity	$	7,487,784

Net Interest Margin			$	58,394	3.48	%

Cost of Deposits					2.29	%

(1)	Interest income and average rates for tax-exempt loans and investment securities are presented on a tax-equivalent basis, assuming a federal income tax rate of 21%. Tax-equivalent adjustments totaled $0.2 million for the three months ended March 31, 2025.
(2)	Average loan balances include nonaccrual loans. Interest income on loans includes amortization of deferred loan fees, net of deferred loan costs.

Trends in Noninterest Income and Expense

Noninterest income was $17.8 million for the first quarter of 2025 and included a loss on limited partnership investments of $0.6 million and credit enhancement losses of $0.6 million, offset by income from death benefits on life insurance policies of $0.3 million.
As of the date of this earnings release, the Company expects noninterest income of approximately $17.0 million to $17.5 million in the near term quarters after consideration of credit enhancement income or losses.
Noninterest expense was $48.9 million for the first quarter of 2025 and was impacted by an additional $1.4 million in severance expense and $0.7 million in professional fees. The Company continues to experience higher levels of legal fees and other expenses related to loan collections.
As of the date of this earnings release, the Company expects the near term operating expense run rate to be approximately $48.0 million to $49.0 million.

First Quarter 2025 Financial Highlights and Key Performance Indicators (KPIs):

	As of and for the Three Months Ended March 31, 2025
Return on average assets		0.80	%
Pre-tax, pre-provision return on average assets⁽¹⁾		1.46	%
Net interest margin		3.48	%
Efficiency ratio ⁽¹⁾		64.24	%
Noninterest expense to average assets		2.65	%
Net charge-offs to average loans		1.35	%
Tangible book value per share at period end ⁽¹⁾	$	21.43
Diluted earnings per common share	$	0.57
Common shares outstanding at period end		21,503,036

(1)	Non-GAAP financial measures. Refer to page 10 for a reconciliation to the comparable GAAP financial measures.

Capital

At March 31, 2025, Midland States Bank and the Company exceeded all regulatory capital requirements under Basel III, and Midland States Bank met the qualifications to be a ‘‘well-capitalized’’ financial institution, as summarized in the following table:

	As of March 31, 2025
	Midland States Bank	Midland States Bancorp, Inc.	Minimum Regulatory Requirements ⁽²⁾
Total capital to risk-weighted assets	13.10%	13.77%	10.50%
Tier 1 capital to risk-weighted assets	11.84%	11.43%	8.50%
Common equity Tier 1 capital to risk-weighted assets	11.84%	8.60%	7.00%
Tier 1 leverage ratio	9.90%	9.55%	4.00%
Tangible common equity to tangible assets ⁽¹⁾	N/A	6.32%	N/A

(1)	A non-GAAP financial measure. Refer to page 10 for a reconciliation to the comparable GAAP financial measure.
(2)	Includes the capital conservation buffer of 2.5%, as applicable.

About Midland States Bancorp, Inc.

Midland States Bancorp, Inc. is a community-based financial holding company headquartered in Effingham, Illinois, and is the sole shareholder of Midland States Bank. As of March 31, 2025, the Company had total assets of approximately $7.46 billion, and its Wealth Management Group had assets under administration of approximately $4.10 billion. The Company provides a full range of commercial and consumer banking products and services and business equipment financing, merchant credit card services, trust and investment management, insurance and financial planning services. For additional information, visit https://www.midlandsb.com/ or https://www.linkedin.com/company/midland-states-bank.

Non-GAAP Financial Measures

Some of the financial measures included in this press release are not measures of financial performance recognized in accordance with GAAP.

These non-GAAP financial measures include “Pre-tax, pre-provision earnings,” “Pre-tax, pre-provision diluted earnings per share,” “Pre-tax, pre-provision return on average assets,” “Efficiency ratio,” “Tangible common equity to tangible assets,” and “Tangible book value per share.” The Company believes these non-GAAP financial measures provide both management and investors a more complete understanding of the Company’s funding profile and profitability. These non-GAAP financial measures are supplemental and are not a substitute for any analysis based on GAAP financial measures. Not all companies use the same calculation of these measures; therefore, the measures in this press release may not be comparable to other similarly titled measures as presented by other companies.

Forward-Looking Statements

Readers should note that in addition to the historical information contained herein, this press release includes “forward-looking statements” within the meanings of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including but not limited to statements about the Company’s plans, objectives, future performance, goals and future earnings levels, including currently anticipated levels of noninterest income and operating expenses. These statements are subject to many risks and uncertainties, including the expected timing and results of the Company’s audit for the year ended December 31, 2024, and the Company’s ongoing evaluation of whether there is an impairment to its goodwill; the fact that the completion and filing of the 2024 Annual Report has taken, and may continue to take, longer than expected; changes in interest rates and other general economic, business and political conditions; the impact of federal trade policy, inflation, increased deposit volatility and potential regulatory developments; changes in the financial markets; changes in business plans as circumstances warrant; changes to U.S. tax laws, regulations and guidance; and other risks detailed from time to time in filings made by the Company with the Securities and Exchange Commission. Readers should note that the forward-looking statements included in this press release are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “will,” “propose,” “may,” “plan,” “seek,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “continue,” or similar terminology. Any forward-looking statements presented herein are made only as of the date of this press release, and the Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

CONTACTS:
Jeffrey G. Ludwig, President and CEO, at jludwig@midlandsb.com or (217) 342-7321
Eric T. Lemke, Chief Financial Officer, at elemke@midlandsb.com or (217) 342-7321

MIDLAND STATES BANCORP, INC.
CONSOLIDATED FINANCIAL SUMMARY (unaudited)

(dollars in thousands)	As of March 31, 2025
Assets
Cash and cash equivalents	$	102,006
Investment securities		1,368,405
Loans		5,018,053
Allowance for credit losses on loans		(90,458	)
Total loans, net		4,927,595
Loans held for sale		287,821
Premises and equipment, net		86,719
Other real estate owned		4,669
Loan servicing rights, at lower of cost or fair value		17,278
Goodwill		161,904
Other intangible assets, net		11,189
Company-owned life insurance		212,336
Credit enhancement asset		5,614
Other assets		272,217
Total assets	$	7,457,753

Liabilities and Shareholders’ Equity
Noninterest-bearing demand deposits	$	1,090,707
Interest-bearing deposits		4,845,727
Total deposits		5,936,434
Short-term borrowings		40,224
FHLB advances and other borrowings		498,000
Subordinated debt		77,754
Trust preferred debentures		51,358
Other liabilities		109,599
Total liabilities		6,713,369
Total shareholders’ equity		744,384
Total liabilities and shareholders’ equity	$	7,457,753

MIDLAND STATES BANCORP, INC.
CONSOLIDATED FINANCIAL SUMMARY (unaudited) (continued)

(in thousands, except per share data)	For the Three Months Ended March 31, 2025
Net interest income:
Interest income	$	99,251
Interest expense		41,065
Net interest income		58,186
Provision for credit losses on loans		8,250
Net interest income after provision for credit losses		49,936
Noninterest income:
Wealth management revenue		7,350
Service charges on deposit accounts		3,305
Interchange revenue		3,151
Residential mortgage banking revenue		676
Income on company-owned life insurance		2,334
Credit enhancement (loss) income		(578	)
Other income		1,525
Total noninterest income		17,763
Noninterest expense:
Salaries and employee benefits		26,416
Occupancy and equipment		4,498
Data processing		6,919
Professional services		2,741
Amortization of intangible assets		911
FDIC insurance		1,463
Other expense		5,977
Total noninterest expense		48,925
Income before income taxes		18,774
Income tax expense		3,975
Net income		14,799
Preferred stock dividends		2,228
Net income available to common shareholders	$	12,571

Basic earnings per common share	$	0.57
Diluted earnings per common share	$	0.57

MIDLAND STATES BANCORP, INC.
CONSOLIDATED FINANCIAL SUMMARY (unaudited)(continued)

(in thousands)	As of March 31, 2025
Loan Portfolio Mix
Commercial loans	$	869,009
Equipment finance loans		390,276
Equipment finance leases		373,168
Total commercial loans and leases		1,632,453
Commercial real estate		2,592,325
Construction and land development		264,966
Residential real estate		373,095
Consumer		155,214
Total loans	$	5,018,053

Loan Portfolio Segment
Regions
Eastern	$	897,792
Northern		747,028
Southern		711,787
St. Louis		902,743
Total Community Bank		3,259,350
Specialty finance		865,401
Equipment finance		763,444
Non-core consumer and other⁽¹⁾		129,858
Total loans	$	5,018,053

Deposit Portfolio Mix
Noninterest-bearing demand	$	1,090,707
Interest-bearing:
Checking		2,161,282
Money market		1,154,403
Savings		522,663
Time		818,732
Brokered time		188,647
Total deposits	$	5,936,434

Deposit Portfolio by Channel
Retail	$	2,846,494
Commercial		1,074,837
Public Funds		490,374
Wealth & Trust		301,251
Servicing		842,567
Brokered Deposits		358,063
Other		22,848
Total deposits	$	5,936,434

(1)	Non-core consumer loans refers to consumer loan portfolios originated through third parties.

MIDLAND STATES BANCORP, INC.
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES (unaudited)

Pre-Tax, Pre-Provision Earnings Reconciliation

	For the Three Months Ended March 31, 2025
Income before income taxes	$	18,774
Provision for credit losses		8,250
Pre-tax, pre-provision earnings	$	27,024
Pre-tax, pre-provision earnings per diluted share	$	1.12
Pre-tax, pre-provision return on average assets		1.46	%

Efficiency Ratio Reconciliation

(dollars in thousands)	For the Three Months Ended March 31, 2025
Noninterest expense – GAAP	$	48,925

Net interest income – GAAP	$	58,186
Effect of tax-exempt income		208
Adjusted net interest income		58,394

Noninterest income – GAAP		17,763

Adjusted total revenue	$	76,157

Efficiency ratio		64.24	%

Tangible Common Equity to Tangible Assets Ratio and Tangible Book Value Per Share

(dollars in thousands, except per share data)	As of March 31, 2025
Shareholders’ Equity to Tangible Common Equity
Total shareholders’ equity—GAAP	$	744,384
Adjustments:
Preferred Stock		(110,548	)
Goodwill		(161,904	)
Other intangible assets, net		(11,189	)
Tangible common equity		460,743

Total Assets to Tangible Assets:
Total assets—GAAP	$	7,457,753
Adjustments:
Goodwill		(161,904	)
Other intangible assets, net		(11,189	)
Tangible assets	$	7,284,660

Common Shares Outstanding		21,503,036

Tangible Common Equity to Tangible Assets		6.32	%
Tangible Book Value Per Share	$	21.43

The MIL Network –

May 1, 2025

MIL-OSI: Ansys Announces Q1 Financial Results

Source: GlobeNewswire (MIL-OSI)

/ Q1 2025 Results

Revenue of $504.9 million
GAAP diluted earnings per share of $0.59 and non-GAAP diluted earnings per share of $1.64
GAAP operating profit margin of 11.7% and non-GAAP operating profit margin of 33.5%
Operating cash flows of $398.9 million and unlevered operating cash flows of $407.1 million
Annual contract value (ACV) of $410.1 million
Deferred revenue and backlog of $1,627.7 million on March 31, 2025

PITTSBURGH, April 30, 2025 (GLOBE NEWSWIRE) — ANSYS, Inc. (NASDAQ: ANSS) today reported first quarter 2025 revenue of $504.9 million, an increase of 8% in reported currency, or 10% in constant currency, when compared to the first quarter of 2024. For the first quarter of 2025, the Company reported diluted earnings per share of $0.59 and $1.64 on a GAAP and non-GAAP basis, respectively, compared to $0.40 and $1.39 on a GAAP and non-GAAP basis, respectively, for the first quarter of 2024. Additionally, the Company reported first quarter ACV growth of 1% in reported currency, or 2% in constant currency, when compared to the first quarter of 2024. The results for the first quarter met the Company’s expectations and it continues to expect double-digit FY 2025 ACV growth.

As previously announced, on January 15, 2024, Ansys entered into a definitive agreement with Synopsys, Inc. (“Synopsys”) under which Synopsys will acquire Ansys. Since the Company’s last earnings release, the U.K. Competition and Markets Authority has formally cleared the transaction in Phase 1 subject to previously announced divestitures. Additionally, Ansys and Synopsys have received clearances from the Turkey Competition Authority, Japan Fair Trade Commission, Korea Fair Trade Commission and Taiwan Fair Trade Commission. We continue to work with the regulators in other relevant jurisdictions to conclude their reviews. The transaction is anticipated to close in the first half of 2025, subject to the receipt of required regulatory approvals and other customary closing conditions. As previously announced, in light of the pending transaction with Synopsys, Ansys has suspended quarterly earnings conference calls and no longer provides quarterly or annual guidance.

The non-GAAP financial results highlighted represent non-GAAP financial measures. Reconciliations of these measures to the comparable GAAP measures can be found later in this release.

/ Summary of Financial Results

Ansys’ first quarter 2025 and 2024 financial results are presented below. The 2025 and 2024 non-GAAP results exclude the income statement effects of stock-based compensation, excess payroll taxes related to stock-based compensation, amortization of acquired intangible assets, expenses related to business combinations and adjustments for the income tax effect of the excluded items.

Our results are as follows:

	GAAP
*(in thousands, except per share data and percentages)*	Q1 2025			Q1 2024			% Change
Revenue	$	504,891		$	466,605		8.2	%
Net income	$	51,865		$	34,778		49.1	%
Diluted earnings per share	$	0.59		$	0.40		47.5	%
Gross margin		85.6	%		85.3	%
Operating profit margin		11.7	%		9.3	%
Effective tax rate		19.6	%		15.1	%

	Non-GAAP
*(in thousands, except per share data and percentages)*	Q1 2025			Q1 2024			% Change
Net income	$	144,149		$	121,996		18.2	%
Diluted earnings per share	$	1.64		$	1.39		18.0	%
Gross margin		91.2	%		90.9	%
Operating profit margin		33.5	%		32.2	%
Effective tax rate		17.5	%		17.5	%

	Other Metrics
*(in thousands, except percentages)*	Q1 2025		Q1 2024		% Change
ACV	$	410,068	$	407,405	0.7	%
Operating cash flows	$	398,935	$	282,817	41.1	%
Unlevered operating cash flows	$	407,128	$	292,667	39.1	%

Supplemental Financial Information

/ Annual Contract Value

*(in thousands, except percentages)*	Q1 2025		Q1 2025 in Constant Currency		Q1 2024		% Change		% Change in Constant Currency
ACV	$	410,068	$	416,640	$	407,405	0.7	%	2.3	%

Recurring ACV includes both subscription lease ACV and all maintenance ACV (including maintenance from perpetual licenses). It excludes perpetual license ACV and service ACV.

/ Revenue

*(in thousands, except percentages)*	Q1 2025		Q1 2025 in Constant Currency		Q1 2024		% Change		% Change in Constant Currency
Revenue	$	504,891	$	512,570	$	466,605	8.2	%	9.9	%

REVENUE BY LICENSE TYPE

*(in thousands, except percentages)*	Q1 2025		% of Total		Q1 2024		% of Total		% Change		% Change in Constant Currency
Subscription Lease	$	96,919	19.2	%	$	94,800	20.3	%	2.2	%	4.0	%
Perpetual		63,036	12.5	%		65,521	14.0	%	(3.8)%		(2.9)%
Maintenance¹		324,392	64.2	%		289,340	62.0	%	12.1	%	13.9	%
Service		20,544	4.1	%		16,944	3.6	%	21.2	%	22.5	%
Total	$	504,891			$	466,605			8.2	%	9.9	%

_{¹Maintenance revenue is inclusive of both maintenance associated with perpetual licenses and the maintenance component of subscription leases.}

REVENUE BY GEOGRAPHY

*(in thousands, except percentages)*	Q1 2025		% of Total		Q1 2024		% of Total		% Change		% Change in Constant Currency
Americas	$	230,377	45.6	%	$	208,697	44.7	%	10.4	%	10.5	%

Germany		35,021	6.9	%		36,198	7.8	%	(3.3)%		(0.4)%
Other EMEA		83,839	16.6	%		82,417	17.7	%	1.7	%	3.9	%
EMEA		118,860	23.5	%		118,615	25.4	%	0.2	%	2.6	%

Japan		43,297	8.6	%		36,532	7.8	%	18.5	%	20.9	%
Other Asia-Pacific		112,357	22.3	%		102,761	22.0	%	9.3	%	12.9	%
Asia-Pacific		155,654	30.8	%		139,293	29.9	%	11.7	%	15.0	%

Total	$	504,891			$	466,605			8.2	%	9.9	%

REVENUE BY CHANNEL

	Q1 2025		Q1 2024
Direct revenue, as a percentage of total revenue	69.1	%	66.5	%
Indirect revenue, as a percentage of total revenue	30.9	%	33.5	%

/ Deferred Revenue and Backlog

*(in thousands)*	March 31, 2025		December 31, 2024		March 31, 2024
Current Deferred Revenue	$	490,318	$	504,527	$	433,167
Current Backlog		511,197		524,617		433,106
Total Current Deferred Revenue and Backlog		1,001,515		1,029,144		866,273

Long-Term Deferred Revenue		30,840		31,778		21,434
Long-Term Backlog		595,388		657,345		481,746
Total Long-Term Deferred Revenue and Backlog		626,228		689,123		503,180

Total Deferred Revenue and Backlog	$	1,627,743	$	1,718,267	$	1,369,453

/ Currency

The first quarter of 2025 revenue, operating income and ACV, as compared to the first quarter of 2024, were impacted by fluctuations in the exchange rates of foreign currencies against the U.S. Dollar. The currency fluctuation impacts on revenue, GAAP and non-GAAP operating income and ACV based on 2024 exchange rates are reflected in the tables below. Deferred revenue and backlog as of March 31, 2025, as compared to the balances at December 31, 2024, were also impacted by fluctuations in the exchange rates of foreign currencies against the U.S. Dollar. Amounts in brackets indicate an adverse impact from currency fluctuations.

*(in thousands)*	Q1 2025
Revenue	$	(7,679	)
GAAP operating income	$	(2,848	)
Non-GAAP operating income	$	(3,044	)
ACV	$	(6,572	)
Deferred revenue and backlog	$	19,166

The most meaningful currency impacts are typically attributable to U.S. Dollar exchange rate changes against the Euro and Japanese Yen. Historical exchange rates are reflected in the charts below.

	Period-End Exchange Rates
As of	EUR/USD	USD/JPY
March 31, 2025	1.08	150
December 31, 2024	1.04	157
March 31, 2024	1.08	151

	Average Exchange Rates
Three Months Ended	EUR/USD	USD/JPY
March 31, 2025	1.05	152
March 31, 2024	1.09	148

/ GAAP Financial Statements

ANSYS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
*(in thousands)*	March 31, 2025		December 31, 2024
ASSETS:
Cash & short-term investments	$	1,828,559	$	1,497,517
Accounts receivable, net		754,655		1,022,850
Goodwill		3,799,809		3,778,128
Other intangibles, net		694,235		716,244
Other assets		903,755		1,036,692
Total assets	$	7,981,013	$	8,051,431
LIABILITIES & STOCKHOLDERS’ EQUITY:
Current deferred revenue	$	490,318	$	504,527
Long-term debt		754,287		754,208
Other liabilities		556,933		706,256
Stockholders’ equity		6,179,475		6,086,440
Total liabilities & stockholders’ equity	$	7,981,013	$	8,051,431

ANSYS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(Unaudited)
	Three Months Ended
*(in thousands, except per share data)*	March 31, 2025			March 31, 2024
Revenue:
Software licenses	$	159,955		$	160,321
Maintenance and service		344,936			306,284
Total revenue		504,891			466,605
Cost of sales:
Software licenses		9,370			10,044
Amortization		23,429			22,484
Maintenance and service		39,770			36,139
Total cost of sales		72,569			68,667
Gross profit		432,322			397,938
Operating expenses:
Selling, general and administrative		230,415			219,643
Research and development		137,292			128,811
Amortization		5,722			6,145
Total operating expenses		373,429			354,599
Operating income		58,893			43,339
Interest income		16,743			10,995
Interest expense		(10,177	)		(12,369	)
Other expense, net		(930	)		(1,007	)
Income before income tax provision		64,529			40,958
Income tax provision		12,664			6,180
Net income	$	51,865		$	34,778
Earnings per share – basic:
Earnings per share	$	0.59		$	0.40
Weighted average shares		87,653			87,067
Earnings per share – diluted:
Earnings per share	$	0.59		$	0.40
Weighted average shares		88,127			87,780

/ Glossary of Terms

Annual Contract Value (ACV): ACV is a key performance metric and is useful to investors in assessing the strength and trajectory of our business. ACV is a supplemental metric to help evaluate the annual performance of the business. Over the life of the contract, ACV equals the total value realized from a customer. ACV is not impacted by the timing of license revenue recognition. ACV is used by management in financial and operational decision-making and in setting sales targets used for compensation. ACV is not a replacement for, and should be viewed independently of, GAAP revenue and deferred revenue as ACV is a performance metric and is not intended to be combined with any of these items. There is no GAAP measure comparable to ACV. ACV is composed of the following:

the annualized value of maintenance and subscription lease contracts with start dates or anniversary dates during the period, plus
the value of perpetual license contracts with start dates during the period, plus
the annualized value of fixed-term services contracts with start dates or anniversary dates during the period, plus
the value of work performed during the period on fixed-deliverable services contracts.

When we refer to the anniversary dates in the definition of ACV above, we are referencing the date of the beginning of the next twelve-month period in a contractually committed multi-year contract. If a contract is three years in duration, with a start date of July 1, 2025, the anniversary dates would be July 1, 2026 and July 1, 2027. We label these anniversary dates as they are contractually committed. While this contract would be up for renewal on July 1, 2028, our ACV performance metric does not assume any contract renewals.

Example 1: For purposes of calculating ACV, a $100,000 subscription lease contract or a $100,000 maintenance contract with a term of July 1, 2025 – June 30, 2026 would each contribute $100,000 to ACV for fiscal year 2025 with no contribution to ACV for fiscal year 2026.

Example 2: For purposes of calculating ACV, a $300,000 subscription lease contract or a $300,000 maintenance contract with a term of July 1, 2025 – June 30, 2028 would each contribute $100,000 to ACV in each of fiscal years 2025, 2026 and 2027. There would be no contribution to ACV for fiscal year 2028 as each period captures the full annual value upon the anniversary date.

Example 3: A perpetual license valued at $200,000 with a contract start date of March 1, 2025 would contribute $200,000 to ACV in fiscal year 2025.

Backlog: Deferred revenue associated with installment billings for periods beyond the current quarterly billing cycle and committed contracts with start dates beyond the end of the current period.

Deferred Revenue: Billings made or payments received in advance of revenue recognition.

Subscription Lease or Time-Based License: A license of a stated product of our software that is granted to a customer for use over a specified time period, which can be months or years in length. In addition to the use of the software, the customer is provided with access to maintenance (unspecified version upgrades and technical support) without additional charge. The revenue related to these contracts is recognized ratably over the contract period for the maintenance portion and up front for the license portion.

Perpetual / Paid-Up License: A license of a stated product and version of our software that is granted to a customer for use in perpetuity. The revenue related to this type of license is recognized up front.

Maintenance: A contract, typically one year in duration, that is purchased by the owner of a perpetual license and that provides access to unspecified version upgrades and technical support during the duration of the contract. The revenue from these contracts is recognized ratably over the contract period.

/ Reconciliations of GAAP to Non-GAAP Measures (Unaudited)

Three Months Ended

March 31, 2025

(in thousands, except percentages and per share data)

Gross Profit

% of Revenue

Operating Income

% of Revenue

Net Income

EPS – Diluted¹

Total GAAP

$

432,322

85.6

%

$

58,893

11.7

%

$

51,865

$

0.59

Stock-based compensation expense

3,977

0.8

%

70,243

14.0

%

70,243

0.80

Excess payroll taxes related to stock-based awards

354

0.1

%

6,016

1.2

%

6,016

0.07

Amortization of intangible assets from acquisitions

23,429

4.6

%

29,151

5.7

%

29,151

0.33

Expenses related to business combinations

405

0.1

%

4,787

0.9

%

4,787

0.05

Adjustment for income tax effect

—

%

—

%

(17,913

)

(0.20

)

Total non-GAAP

$

460,487

91.2

%

$

169,090

33.5

%

$

144,149

$

1.64

_{¹ Diluted weighted average shares were 88,127.}

	Three Months Ended
	March 31, 2024
*(in thousands, except percentages and per share data)*	Gross Profit		% of Revenue		Operating Income		% of Revenue		Net Income			EPS – Diluted¹
Total GAAP	$	397,938	85.3	%	$	43,339	9.3	%	$	34,778		$	0.40
Stock-based compensation expense		3,343	0.7	%		58,664	12.7	%		58,664			0.66
Excess payroll taxes related to stock-based awards		378	0.1	%		5,362	1.1	%		5,362			0.06
Amortization of intangible assets from acquisitions		22,484	4.8	%		28,629	6.1	%		28,629			0.33
Expenses related to business combinations		—	—	%		14,261	3.0	%		14,261			0.16
Adjustment for income tax effect		—	—	%		—	—	%		(19,698	)		(0.22	)
Total non-GAAP	$	424,143	90.9	%	$	150,255	32.2	%	$	121,996		$	1.39

_{¹ Diluted weighted average shares were 87,780.}

	Three Months Ended
*(in thousands)*	March 31, 2025			March 31, 2024
Net cash provided by operating activities	$	398,935		$	282,817
Cash paid for interest		9,931			11,939
Tax benefit		(1,738	)		(2,089	)
Unlevered operating cash flows	$	407,128		$	292,667

/ Use of Non-GAAP Measures

We provide non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP operating income, non-GAAP operating profit margin, non-GAAP net income, non-GAAP diluted earnings per share and unlevered operating cash flows as supplemental measures to GAAP regarding our operational performance. These financial measures exclude the impact of certain items and, therefore, have not been calculated in accordance with GAAP. A detailed explanation of each of the adjustments to these financial measures is described below. This press release also contains a reconciliation of each of these non-GAAP financial measures to its most comparable GAAP financial measure, as applicable.

We use non-GAAP financial measures (a) to evaluate our historical and prospective financial performance as well as our performance relative to our competitors, (b) to set internal sales targets and spending budgets, (c) to allocate resources, (d) to measure operational profitability and the accuracy of forecasting, (e) to assess financial discipline over operational expenditures and (f) as an important factor in determining variable compensation for management and employees. In addition, many financial analysts that follow us focus on and publish both historical results and future projections based on non-GAAP financial measures. We believe that it is in the best interest of our investors to provide this information to analysts so that they accurately report the non-GAAP financial information. Moreover, investors have historically requested, and we have historically reported, these non-GAAP financial measures as a means of providing consistent and comparable information with past reports of financial results.

While we believe that these non-GAAP financial measures provide useful supplemental information to investors, there are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all our competitors and may not be directly comparable to similarly titled measures of our competitors due to potential differences in the exact method of calculation. We compensate for these limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by reviewing the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures.

The adjustments to these non-GAAP financial measures, and the basis for such adjustments, are outlined below:

Amortization of intangible assets from acquisitions. We incur amortization of intangible assets, included in our GAAP presentation of amortization expense, related to various acquisitions we have made. We exclude these expenses for the purpose of calculating non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP operating income, non-GAAP operating profit margin, non-GAAP net income and non-GAAP diluted earnings per share when we evaluate our continuing operational performance because these costs are fixed at the time of an acquisition, are then amortized over a period of several years after the acquisition and generally cannot be changed or influenced by us after the acquisition. Accordingly, we do not consider these expenses for purposes of evaluating our performance during the applicable time period after the acquisition, and we exclude such expenses when making decisions to allocate resources. We believe that these non-GAAP financial measures are useful to investors because they allow investors to (a) evaluate the effectiveness of the methodology and information used by us in our financial and operational decision-making, and (b) compare our past reports of financial results as we have historically reported these non-GAAP financial measures.

Stock-based compensation expense. We incur expense related to stock-based compensation included in our GAAP presentation of cost of maintenance and service; research and development expense; and selling, general and administrative expense. We also incur excess payroll tax expense related to stock-based compensation, which is an additional non-GAAP adjustment. Although stock-based compensation is an expense and viewed as a form of compensation, we exclude these expenses for the purpose of calculating non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP operating income, non-GAAP operating profit margin, non-GAAP net income and non-GAAP diluted earnings per share when we evaluate our continuing operational performance. Specifically, we exclude stock-based compensation during our annual budgeting process and our quarterly and annual assessments of our performance. The annual budgeting process is the primary mechanism whereby we allocate resources to various initiatives and operational requirements. Additionally, the annual review by our Board of Directors during which it compares our historical business model and profitability to the planned business model and profitability for the forthcoming year excludes the impact of stock-based compensation. In evaluating the performance of our senior management and department managers, charges related to stock-based compensation are excluded from expenditure and profitability results. In fact, we record stock-based compensation expense into a stand-alone cost center for which no single operational manager is responsible or accountable. In this way, we can review, on a period-to-period basis, each manager’s performance and assess financial discipline over operational expenditures without the effect of stock-based compensation. We believe that these non-GAAP financial measures are useful to investors because they allow investors to (a) evaluate our operating results and the effectiveness of the methodology used by us to review our operating results, and (b) review historical comparability in our financial reporting as well as comparability with competitors’ operating results.

Expenses related to business combinations. We incur expenses for professional services rendered in connection with acquisitions and divestitures, which are included in our GAAP presentation of selling, general and administrative expense. We also incur other expenses directly related to business combinations, including compensation expenses and concurrent restructuring activities, such as employee severances and other exit costs. These costs are included in our GAAP presentation of cost of maintenance and service, selling, general and administrative and research and development expenses. We exclude these acquisition-related expenses for the purpose of calculating non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP operating income, non-GAAP operating profit margin, non-GAAP net income and non-GAAP diluted earnings per share when we evaluate our continuing operational performance, as we generally would not have otherwise incurred these expenses in the periods presented as a part of our operations. We believe that these non-GAAP financial measures are useful to investors because they allow investors to (a) evaluate our operating results and the effectiveness of the methodology used by us to review our operating results, and (b) review historical comparability in our financial reporting as well as comparability with competitors’ operating results.

Non-GAAP tax provision. We utilize a normalized non-GAAP annual effective tax rate (AETR) to calculate non-GAAP measures. This methodology provides better consistency across interim reporting periods by eliminating the effects of non-recurring items and aligning the non-GAAP tax rate with our expected geographic earnings mix. To project this rate, we analyzed our historic and projected non-GAAP earnings mix by geography along with other factors such as our current tax structure, recurring tax credits and incentives, and expected tax positions. On an annual basis we re-evaluate and update this rate for significant items that may materially affect our projections.

Unlevered operating cash flows. We make cash payments for the interest incurred in connection with our debt financing which are included in our GAAP presentation of operating cash flows. We exclude this cash paid for interest, net of the associated tax benefit, for the purpose of calculating unlevered operating cash flows. Unlevered operating cash flow is a supplemental non-GAAP measure that we use to evaluate our core operating business. We believe this measure is useful to investors and management because it provides a measure of our cash generated through operating activities independent of the capital structure of the business.

Non-GAAP financial measures are not in accordance with, or an alternative for, GAAP. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.
We have provided a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures as listed below:

GAAP Reporting Measure	Non-GAAP Reporting Measure
Gross Profit	Non-GAAP Gross Profit
Gross Profit Margin	Non-GAAP Gross Profit Margin
Operating Income	Non-GAAP Operating Income
Operating Profit Margin	Non-GAAP Operating Profit Margin
Net Income	Non-GAAP Net Income
Diluted Earnings Per Share	Non-GAAP Diluted Earnings Per Share
Operating Cash Flows	Unlevered Operating Cash Flows

Constant currency. In addition to the non-GAAP financial measures detailed above, we use constant currency results for financial and operational decision-making and as a means to evaluate period-to-period comparisons by excluding the effects of foreign currency fluctuations on the reported results. To present this information, the 2025 period results for entities whose functional currency is a currency other than the U.S. Dollar were converted to U.S. Dollars at rates that were in effect for the 2024 comparable period, rather than the actual exchange rates in effect for 2025. Constant currency growth rates are calculated by adjusting the 2025 period reported amounts by the 2025 currency fluctuation impacts and comparing the adjusted amounts to the 2024 comparable period reported amounts. We believe that these non-GAAP financial measures are useful to investors because they allow investors to (a) evaluate the effectiveness of the methodology and information used by us in our financial and operational decision-making, and (b) compare our reported results to our past reports of financial results without the effects of foreign currency fluctuations.

/ About Ansys

Our Mission: Powering Innovation that Drives Human Advancement™

When visionary companies need to know how their world-changing ideas will perform, they close the gap between design and reality with Ansys simulation. For more than 50 years, Ansys software has enabled innovators across industries to push boundaries by using the predictive power of simulation. From sustainable transportation to advanced semiconductors, from satellite systems to life-saving medical devices, the next great leaps in human advancement will be powered by Ansys.

/ Forward-Looking Information

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Forward-looking statements are statements that provide current expectations or forecasts of future events based on certain assumptions. Forward-looking statements are subject to risks, uncertainties, and factors relating to our business which could cause our actual results to differ materially from the expectations expressed in or implied by such forward-looking statements.

Forward-looking statements use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “outlook,” “plan,” “predict,” “project,” “should,” “target” or other words of similar meaning. Forward-looking statements include those about the proposed transaction with Synopsys, including the expected date of closing and the potential benefits thereof, and other aspects of future operations. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

The risks associated with the following, among others, could cause actual results to differ materially from those described in any forward-looking statements:

our ability to complete the proposed transaction with Synopsys on anticipated terms and timing, including completing the associated divestiture of our PowerArtist RTL business and obtaining regulatory approvals, and other conditions related to the completion of the transaction with Synopsys;
the realization of the anticipated benefits of the proposed transaction with Synopsys, including potential disruptions to our and Synopsys’ businesses and commercial relationships with others resulting from the announcement, pendency or completion of the proposed transaction and uncertainty as to the long-term value of Synopsys’ common stock;
restrictions on our operations during the pendency of the proposed transaction with Synopsys that could impact our ability to pursue certain business opportunities or strategic transactions, including tuck-in M&A;
adverse conditions in the macroeconomic environment, including inflation, recessionary conditions and volatility in equity and foreign exchange markets;
political, economic and regulatory uncertainties in the countries and regions in which we operate;
impacts from tariffs, trade sanctions, export controls or other trade barriers, including export control restrictions and licensing requirements for exports to China;
impacts resulting from the conflict between Israel and Hamas and other countries and groups in the Middle East, including impacts from changes to diplomatic relations and trade policy between the United States and other countries resulting from the conflict;
impacts from changes to diplomatic relations and trade policy between the United States and Russia or between the United States and other countries that may support Russia or take similar actions due to the conflict between Russia and Ukraine;
constrained credit and liquidity due to disruptions in the global economy and financial markets, which may limit or delay availability of credit under our existing or new credit facilities, or which may limit our ability to obtain credit or financing on acceptable terms or at all;
our ability to timely recruit and retain key personnel in a highly competitive labor market, including potential financial impacts of wage inflation and potential impacts due to the proposed transaction with Synopsys;
our ability to protect our proprietary technology; cybersecurity threats or other security breaches, including in relation to breaches occurring through our products and an increased level of our activity that is occurring from remote global off-site locations; and disclosure or misuse of employee or customer data whether as a result of a cybersecurity incident or otherwise;
volatility in our revenue due to the timing, duration and value of multi-year subscription lease contracts; and our reliance on high renewal rates for annual subscription lease and maintenance contracts;
declines in our customers’ businesses resulting in adverse changes in procurement patterns; disruptions in accounts receivable and cash flow due to customers’ liquidity challenges and commercial deterioration; uncertainties regarding demand for our products and services in the future and our customers’ acceptance of new products; delays or declines in anticipated sales due to reduced or altered sales and marketing interactions with customers; and potential variations in our sales forecast compared to actual sales;
our ability and our channel partners’ ability to comply with laws and regulations in relevant jurisdictions; and the outcome of contingencies, including legal proceedings, government or regulatory investigations and tax audit cases;
uncertainty regarding income tax estimates in the jurisdictions in which we operate; and the effect of changes in tax laws and regulations in the jurisdictions in which we operate;
the quality of our products, including the strength of features, functionality and integrated multiphysics capabilities; our ability to develop and market new products to address the industry’s rapidly changing technology, including the use of artificial intelligence and machine learning in our products as well as the products of our competitors; failures or errors in our products and services; and increased pricing pressure as a result of the competitive environment in which we operate;
investments in complementary companies, products, services and technologies; our ability to complete and successfully integrate our acquisitions and realize the financial and business benefits of such transactions; and the impact indebtedness incurred in connection with any acquisition could have on our operations;
investments in global sales and marketing organizations and global business infrastructure, and dependence on our channel partners for the distribution of our products;
current and potential future impacts of any global health crisis, natural disaster or catastrophe; the actions taken to address these events by our customers, our suppliers, and regulatory authorities; the resulting effects on our business, the global economy and our consolidated financial statements; and other public health and safety risks and related government actions or mandates;
operational disruptions generally or specifically in connection with transitions to and from remote work environments; and the failure of our technological infrastructure or those of the service providers upon whom we rely including for infrastructure and cloud services;
our intention to repatriate previously taxed earnings and to reinvest all other earnings of our non-U.S. subsidiaries;
plans for future capital spending and the extent of corporate benefits from such spending; and higher than anticipated costs for research and development or a slowdown in our research and development activities;
our ability to execute on our strategies related to environmental, social and governance matters, and meet evolving and varied expectations, including as a result of evolving regulatory and other standards, processes and assumptions, the pace of scientific and technological developments, increased costs and the availability of requisite financing, and changes in carbon markets; and
other risks and uncertainties described in our reports filed from time to time with the Securities and Exchange Commission (the SEC).

Ansys and any and all ANSYS, Inc. brand, product, service and feature names, logos and slogans are registered trademarks or trademarks of ANSYS, Inc. or its subsidiaries in the United States or other countries. All other brand, product, service and feature names or trademarks are the property of their respective owners.

Visit https://investors.ansys.com for more information.

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Photos accompanying this announcement are available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/555457d0-68c2-4e39-9654-7433c0575e9e

https://www.globenewswire.com/NewsRoom/AttachmentNg/f9600ece-a84c-4586-bb8a-98965ce32a1c

https://www.globenewswire.com/NewsRoom/AttachmentNg/131c8a8b-e47c-4724-bdab-f0846535f0df

The MIL Network –

May 1, 2025