NewzIntel.com

Category: Taxation

  • MIL-OSI USA: Feenstra-led Bill to Protect Iowa Taxpayers Unanimously Passes U.S. House of Representatives

    Source: United States House of Representatives – Representative Randy Feenstra (IA-04)

    WASHINGTON, D.C. – Today, the Internal Revenue Service Math and Taxpayer Help (IRS MATH) Act – introduced by U.S. Rep. Randy Feenstra (R-Hull) – unanimously passed the U.S. House of Representatives.

    “If the IRS finds a mistake on a tax return – for example when a taxpayer accidentally adds a zero to their reported income – the agency should clearly communicate that error to the taxpayer and explain why a tax refund is different than expected. However, current notices do not contain helpful information, leaving millions of taxpayers confused about how or when to rectify an issue with the IRS,” said Rep. Feenstra. “My bill ensures that the IRS clearly spells out errors on tax forms and helps taxpayers not only understand the mistake but also challenge it if they see fit. With this legislative fix, we can improve customer service by promoting open and transparent communication between the IRS and the taxpayer when a tax error is identified.”

    “When it comes to dealing with the IRS, taxpayers deserve fairness and accountability. Representative Feenstra’s legislation, the Internal Revenue Service Math and Taxpayer Help Act, will level the playing field for taxpayers by requiring individuals to be notified of any adjustments the IRS makes to their tax return due to a math error, explain what the error is, and give taxpayers 60 days to challenge that adjustment,” said Chairman of the U.S. House Ways and Means Committee Jason Smith. “This bill is a win for taxpayers that will deliver better protection for Americans and greater accountability to the IRS.” 

    The Internal Revenue Service Math and Taxpayer Help (IRS MATH) Act would require the IRS to clearly communicate tax-filing errors to taxpayers, identify the item that is being changed, and explain why a tax refund is different than expected.

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    MIL OSI USA News –

  • MIL-OSI USA: Fact Sheet: President Donald J. Trump Will End Price-Gouging by Middlemen in the Entertainment Industry

    US Senate News:

    Source: The White House
    SUPPORTING AMERICA’S LIVE ENTERTAINMENT INDUSTRY: Today, President Donald J. Trump signed an Executive Order to protect fans from exploitative ticket scalping and bring commonsense reforms to America’s live entertainment ticketing industry.
    The Order directs the Federal Trade Commission (FTC) to:
    Work with the Attorney General to ensure that competition laws are appropriately enforced in the concert and entertainment industry.
    Rigorously enforce the Better Online Ticket Sales (BOTS) Act and promote its enforcement by state consumer protection authorities.
    Ensure price transparency at all stages of the ticket-purchase process, including the secondary ticketing market.
    Evaluate and, if appropriate, take enforcement action to prevent unfair, deceptive, and anti-competitive conduct in the secondary ticketing market.

    The Order directs the Secretary of the Treasury and Attorney General to ensure that ticket scalpers are operating in full compliance with the Internal Revenue Code and other applicable law.
    Treasury, the Department of Justice, and the FTC will also deliver a report within 180 days summarizing actions taken to address the issue of unfair practices in the live concert and entertainment industry and recommend additional regulations or legislation needed to protect consumers in this industry.
    ADDRESSING UNFAIR PRACTICES IN THE TICKET MARKETPLACE: President Trump is committed to making arts and entertainment that enrich Americans’ lives as accessible as possible.
    America’s live concert and entertainment industry has a total nationwide economic impact of $132.6 billion and supports 913,000 jobs. But it has become blighted by unscrupulous middle-men who impose egregious fees on fans with no benefit to artists.
    Ticket scalpers use bots and other unfair means to acquire large quantities of face-value tickets, then re-sell them at an enormous markup on the secondary market, price-gouging consumers and depriving fans of the opportunity to see their favorite artists without incurring extraordinary expenses.
    By some reports, fans have paid as much as 70 times the face value of a ticket price to obtain a ticket.
    When this occurs, the artists do not receive any additional profit—it goes solely to the scalper and the ticketing agency.

    While the BOTS Act—meant to stop scalpers from using bots to purchase tickets—has been on the books for over 8 years, the FTC has only once taken action to enforce this law.
    PROTECTING AMERICAN CONSUMERS: President Trump believes that Americans shouldn’t be subjected to exploitative pricing and unfair fees.
    This Executive Order tackles an issue President Trump highlighted on the campaign trail, where he vowed to work on combating high ticket prices and described the current climate, where fans are priced out, as “very unfortunate.”
    It builds on other actions President Trump has already taken since returning to office to protect American consumers.
    He terminated New York City’s congestion pricing scheme that hurt everyday Americans such as workers and small business owners. 
    He signed an Executive Order to empower patients with clear, accurate, and actionable healthcare pricing information.  
    He formally directed the whole administration to focus on price relief for American families to defeat the cost-of-living crisis.

    MIL OSI USA News –

  • MIL-OSI USA: Congresswoman Lauren Boebert Announces April Staff Mobile Office Hours

    Source: United States House of Representatives – Representative Lauren Boebert (Colorado, 3)

    EATON, CO– Staff from Congresswoman Lauren Boebert’s (CO-04) office will be holding Mobile Office Hours in April across the district to connect with constituents within their communities. In addition to the Congresswoman’s congressional offices in Eaton and Castle Rock, the Mobile Office Hours aim to provide services to constituents who need in-person guidance.

    “Our Congressional Mobile Office Hours provide an opportunity for constituents from across the 4th District to get the assistance they need from our staffers who can help them in a variety of ways,”stated Congresswoman Boebert.“Meeting Coloradans where they are is a critical part of the work our office does, and I know our Mobile Office Hours will be a huge help to constituents of all backgrounds and locations.” 

    Staff from Congresswoman Boebert’s office will be available to help constituents who aren’t getting answers from federal agencies, like veterans seeking to get the care they earned from the VA, travelers that need expedited assistance to receive a passport on short notice, taxpayers being harassed by the IRS, and senior citizens having issues with the Social Security Administration or Medicare. Additionally, constituents are invited to come to the office hours to express their viewpoints on legislative issues or request special Congressional Commendations from the Congresswoman recognizing outstanding public achievements.

    Since the beginning of her tenure as Representative for the 4th Congressional District on January 3rd, 2025, Congresswoman Boebert’s office has returned $426,871.62 to constituents. 

    Mobile Office Hours will be available at the following times and locations: 

    WEDNESDAY, APRIL 2, 2025

    (Rescheduled) Loveland Mobile Office Hours

    McKee Building at The Ranch, Berthoud Room

    5290 Arena Circle

    Loveland, CO

    9:30-11:30am

    FRIDAY, APRIL 4, 2025  

    Washington County Mobile Office Hours

    County Courthouse Annex Building 

    181 Birch Avenue

    Akron, CO

    2:00-3:00pm

    WEDNESDAY, APRIL 9, 2025 

    Wiggins County Mobile Office Hours 

    Town Hall Building 

    304 E Central Avenue

    Wiggins, CO

    11:00am-12:00pm

    THURSDAY, APRIL 10, 2025

    Yuma County Mobile Office Hours

    Quintech, Conference Room

    529 N. Albany St 

    Yuma, CO

    2:00-3:00pm

    FRIDAY, APRIL 11, 2025

    Sedgwick County Mobile Office Hours

    Julesburg Library, Women’s Club Room

    320 Cedar Street

    Julesburg, CO

    10:00-11:00am

    Phillips County Mobile Office Hours

    Heginbotham Library, Meeting Room

    539 S. Baxter Ave.

    Holyoke, CO 

    2:00-3:00pm

    TUESDAY, APRIL 15, 2025

    El Paso County Mobile Office Hours

    Calhan Library, Meeting Room

    600 Bank Street

    Calhan, CO

    9:30-10:30am

     

    Lincoln County Mobile Office Hours

    Town Hall, Council Chambers

    100 Civic Center Drive 

    Limon, CO

    12:00-1:30pm

    WEDNESDAY, APRIL 23, 2025

    Bent County Mobile Office Hours

    Las Animas City Hall, Council Chambers

    532 Carson Avenue

    Las Animas, CO

    12:30-2:00pm

    THURSDAY, APRIL 24, 2025

    Kiowa County Mobile Office Hours

    Town Hall, Back Board Room

    110 West 13th Street 

    Eads, CO

    10:00-11:30am

    FRIDAY, APRIL 25, 2025

    Logan County Mobile Office Hours

    Sterling Public Library, Study Room

    420 N 5th St. 

    Sterling, CO

    2:00-3:00pm

    TUESDAY, APRIL 29, 2025

    North Larimer County Mobile Office Hours

    Leeper Center

    3800 Wilson Ave. 

    Wellington, CO

    11:00am-12:00pm

    MIL OSI USA News –

  • MIL-OSI Security: Five Alleged Sinaloa Cartel Money Launderers Charged

    Source: Office of United States Attorneys

    SAN DIEGO – Two federal grand jury indictments were unsealed in San Diego today against five alleged Sinaloa Cartel money launderers, including Alberto David Benguiat Jimenez, Israel Daniel Paez Vargas, Salvador Diaz Rodriguez, Christopher Ortega-Lomeli, and Christian Noe Amador Valenzuela. The indictments, returned in September and October 2022, charge the defendants with multiple drug trafficking and money laundering offenses. All defendants remain fugitives.

    To date, these money laundering investigations have resulted in charges against 51 defendants and the seizure of more than $4.1 million dollars and approximately 1,304 kilograms of methamphetamine, 34 kilograms of heroin, 11 kilograms of cocaine, and 14 kilograms of fentanyl.

    Four of the defendants – Benguiat Jimenez, Paez Vargas, Diaz Rodriguez and Amador Valezuela – along with Enrique Dann Esparragoza Rosas, who was previously charged, were also the target of sanctions imposed today by the Department of Treasury’s Office of Foreign Assets Control (OFAC).

    OFAC has identified the defendants and others as members of a money laundering network supporting the Sinaloa Cartel, one of the most notorious and violent drug trafficking organizations in the world, and a U.S.-designated Foreign Terrorist Organization (FTO). The Sinaloa Cartel is responsible for a significant portion of the illicit fentanyl and other deadly drugs trafficked into the United States and has exploited multiple ports of entry along the southern border for its criminal activities. Please see https://home.treasury.gov/news/press-releases/sb0064.

    The Drug Enforcement Administration’s Imperial Country District Office and Mexico City Country Office, along with the Internal Revenue Service – Criminal Investigation San Diego Office, Federal Bureau of Investigation San Diego Field Office, Homeland Security Investigations Calexico Office, and San Diego – Imperial County HIDTA are investigating these cases with assistance from the Department of Treasury’s Office of Foreign Assets Control (OFAC).

    These cases are being prosecuted by Assistant U.S. Attorneys Matthew J. Sutton, Joshua Mellor, Victor White, and Paul Benjamin. Former Assistant U.S. Attorney Owen Roth provided substantial assistance in these cases.

    DEFENDANTS                                            

    Case Number 22-cr-02386-TWR

    Israel Daniel Paez Vargas                                                     Age: 45                         Mexicali, MX

    SUMMARY OF CHARGES

    Conspiracy to Import Controlled Substances, in violation of Title 21 U.S.C. §§ 952, 960 and 963.

    Maximum Penalty: Mandatory minimum 10 years and up to life in prison, $10 million fine.

    Conspiracy to Distribute Controlled Substances, in violation of Title 21 U.S.C. §§ 841(a)(1) and 846.

    Maximum Penalty: Mandatory minimum 10 years and up to life in prison, $10 million fine.

    Conspiracy to Launder Monetary Instruments, in violation of Title 18 U.S.C. § 1956(h).

    Maximum Penalty: Twenty years in prison, a fine of $500,000 or twice the value of the monetary instrument or funds involved.

    Case Number 22-cr-02387-TWR

    Alberto David Benguiat Jimenez                                           Age: 43                      Mexico City, MX

    Salvador Diaz Rodriguez                                                       Age: 39                      Mexicali, MX

    Christian Noe Amador Valenzuela                                        Age: 36                      Mexicali, MX Christopher Ortega-Lomeli                                                       Age: 38                     Mexicali, MX

    SUMMARY OF CHARGES

    Conspiracy to Launder Monetary Instruments, in violation of Title 18 U.S.C. §1956(h).

    Maximum Penalty: Twenty years in prison, a fine of $500,000 or twice the value of the monetary instrument or funds involved.

    Case Number 22-cr-02185-BAS                                         

    Enrique Dann Esparragoza Rosas                                          Age: 39                        Culiacan, MX

    SUMMARY OF CHARGES

    Conspiracy to Launder Monetary Instruments, in violation of Title 18 U.S.C. §1956(h).

    Maximum Penalty: Twenty years in prison, a fine of $500,000 or twice the value of the monetary instrument or funds involved.

    Hobbs Act Extortion, in violation of Title 18 U.S.C. § 1951(a)

    Maximum Penalty: Twenty years in prison, and $250,000 fine

    INVESTIGATING AGENCIES

    Drug Enforcement Administration

    Internal Revenue Service – Criminal Investigation

    Federal Bureau of Investigation

    Homeland Security Investigations

    San Diego – Imperial County HIDTA

    Imperial Valley Law Enforcement Coordination Center – Intelligence

    Department of Justice’s Office of International Affairs

    Department of Treasury’s Office of Foreign Assets Control

    *The charges and allegations contained in an indictment or complaint are merely accusations, and the defendants are considered innocent unless and until proven guilty.

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

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

    The High Intensity Drug Trafficking Areas (HIDTA) program, created by Congress with the Anti-Drug Abuse Act of 1988, provides coordination and assistance to Federal, state, local, and tribal law enforcement agencies operating in areas determined to be critical drug-trafficking regions of the United States. This grant program is administered by the Executive Office of the President – Office of National Drug Control Policy (ONDCP). There are currently 33 HIDTAs, and HIDTA-designated counties are located in 50 states, as well as in Puerto Rico, the U.S. Virgin Islands, and the District of Columbia.

    MIL Security OSI –

  • MIL-OSI: SolarMax Technology Reports 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    RIVERSIDE, Calif., March 31, 2025 (GLOBE NEWSWIRE) — SolarMax Technology, Inc. (Nasdaq SMXT) (“SolarMax” or the “Company”), an integrated solar energy company, today reported financial results for the year ended December 31, 2024.

    2024 Financial Highlights

    • Revenue: $23.0 million, compared with $54.1 million in 2023.
    • Gross profit: $2.3 million, compared with $11.1 million in 2023.   Cost of revenues in 2024 included a one-time, non-cash stock-based compensation expense of $1.3 million.
    • Total operating expense: $35.4 million, which included a one-time, non-cash stock-based compensation expense of $17.2 million and a $7.5 million goodwill impairment relating to our China segment, compared with $10.7 million in 2023.
    • Net loss: $35.0 million, or $0.79 per share, compared with net income of $434,786, or $0.01 per share, in 2023.

    David Hsu, CEO of SolarMax, stated, “Our 2024 results reflect a transitional year for SolarMax as we moved through a period of regulatory and market change in the residential solar segment. While revenue was lower compared to the prior year’s elevated levels, which were driven by pre-regulatory change purchasing activity. We also recognized certain one-time, non-cash expenses during the year, including goodwill impairment and stock-based compensation associated with our IPO, which are now fully reflected in our financials.”

    “Looking ahead, we are encouraged by the progress we’re making toward expanding our commercial and industrial solar portfolio,” continued Hsu. “These projects represent an important potential growth opportunity and reflect our continued evolution as a diversified solar solutions provider. We believe our platform is well positioned to support this next phase of development and are excited about what lies ahead although we don’t currently have any contracts for the commercial and industrial market.”

    About SolarMax Technology Inc.

    SolarMax, based in California and founded in 2008, is a leader within the solar and renewable energy sector focused on making sustainable energy both accessible and affordable. SolarMax has established a strong presence in southern California. SolarMax is looking to generate growth with strategic initiatives that aim to scale commercial solar development services and LED lighting solutions in the US. Our website is www.solarmaxtech.com.

    Any information contained on, or that can be accessed through, our website or any other website or any social media is not a part of this press release.

    Forward Looking Statements

    This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”) as well as Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended, that are intended to be covered by the safe harbor created by those sections. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “would,” “could,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate,” “strategy,” “future,” “likely” or other comparable terms, although not all forward-looking statements contain these identifying words. All statements other than statements of historical facts included in this press release regarding the Company’s strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements. Such forward-looking statements are subject to risk and uncertainties, including, but not limited to, including but not limited to the Company’s ability to develop its commercial solar business and to be accepted as a provider of commercial solar systems in the United States, and its ability to recommence its operations in China where is has not generated any revenue since 2021, and to respond to any changes in governmental policies relating to renewable energy and those factors described in “Cautionary Note on Forward-Looking Statements” “Item 1A. Risk Factors,” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 31, 2025. SolarMax undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events except as required by law. You should read this press release with the understanding that our actual future results may be materially different from what we expect.

    Contact:
    For more information, contact:
    Stephen Brown, CFO
    (951) 300-0711

    The MIL Network –

  • MIL-OSI USA: Wyden, Markey, Merkley and Van Hollen Release Bill to Protect Americans Against Musk, DOGE and Other Unauthorized Access to Sensitive Personal Information

    US Senate News:

    Source: United States Senator Ron Wyden (D-Ore)
    March 31, 2025
    The Privacy Act Modernization Act would empower Americans to sue officials for misuse of their data and federal systems
    Washington, D.C. — U.S. Senator Ron Wyden, D-Ore., and Sen. Edward J. Markey, D-Mass., today released legislation to protect Americans against Elon Musk, DOGE and other officials illegally accessing stores of personal data held by the government, including social security numbers, medical history, financial data and other sensitive information. The Privacy Act Modernization Act would make it easier for Americans to sue officials for violations and would increase the penalties for such violations.
    The bill is co-sponsored by Sens. Jeff Merkley, D-Ore., and Chris Van Hollen, D-Md.
    Since Trump took office, DOGE officials have reportedly accessed highly sensitive government databases at agencies, including Social Security, Medicare and Medicaid and the Internal Revenue Service, under flimsy justifications and with little oversight.
    “The seizure of millions of Americans’ sensitive information by Trump, Musk and other MAGA goons is plainly illegal, but current remedies are too slow and need more teeth,” Wyden said. “The Privacy Act was part of our country’s response to the FBI abusing its access to revealing sensitive records on the American people. Our bill defends against new threats to Americans’ privacy and the integrity of federal systems, and ensures individuals can go after the government when officials break the law, including quickly stopping their illegal actions with a court order.”
    “Over 50 years ago, Congress passed the Privacy Act to protect the public against the exploitation and misuse of their personal information held by the government,” Markey said. “Today, with Elon Musk and the DOGE team recklessly seeking to access Americans’ sensitive data, it’s time to bring this law into the digital age. I’m proud to partner with Senator Wyden on the Privacy Act Modernization Act to close loopholes and increase penalties in the law. The federal government should be a steward of our privacy–not a source of surveillance.”
    “Elon Musk and his minions have no business riffling through your personal data,” Merkley said. “Our bill protects millions of Americans who count on the federal government to safeguard sensitive personal information included on taxes, student loans, and disaster assistance.”
    “Elon Musk and his DOGE cronies are illegally raiding federal agencies, and in the process gaining access to troves of Americans’ sensitive personal data – from Social Security numbers to medical records to bank account information,” Van Hollen said. “This legislation will strengthen our ability to safeguard that private information by expanding the means of holding violators accountable, including by stiffening penalties for those who unlawfully access it. By sharpening these tools and penalties, we can better deter this abuse.”
    The Electronic Information Privacy Center and Public Citizen both endorsed the legislation.
    The Privacy Act of 1974 required agencies to disclose what personal data they collect and why, limited how officials could use or share that data, and created remedies for when the government held incorrect data about a person or otherwise broke the rules. This legislation was passed in light of the Watergate and Counterintelligence Program (COINTELPRO) scandals, which involved illegal government surveillance that undermined public trust and American democracy. Wyden’s legislation would make key updates to further protect government databases storing personal information against Trump and Musk’s ongoing abuses of Americans’ privacy and our democracy.
    Given the Privacy Act was created half a century ago, Wyden’s bill would update the law’s coverage, close loopholes and strengthen protections to support millions of Americans who have been harmed by Trump and Musk’s recent invasion by:
    Increasing civil and criminal penalties for violations of the Privacy Act, including making it a felony to disclose records for personal gain, malicious harm, or commercial advantage, punishable by fines of up to $250,000 and ten years in prison.
    Strengthening court authority to stop programs and actions while lawsuits are pending, and allowing Americans to recover for a range of damages, including the mental and emotional distress caused by privacy violations.
    Modernizing the law to cover any information that identifies or is linked or reasonably linkable to an individual or a device that is linked or reasonably linkable to an individual.
    Limiting information sharing to the minimum necessary for a legally authorized purpose, and only if consistent with what an agency previously stated they would use records for.
    Narrowing the so-called “routine use” exception for sharing information by further requiring that “routine use” disclosures be “appropriate and reasonably necessary.”
    Senator Wyden is a longtime champion of cybersecurity and privacy protections. In 2017, Wyden demanded the executive branch to finally reveal how many Americans have their phone calls, emails and other communications swept up – without warrants – under a surveillance program. In 2023, his legislation to stop data brokers from selling Americans’ personal data to the government passed the House, but did not advance in the Senate. In February 2025, Wyden demanded information on DOGE’s infiltration of IRS systems.
    The bill text is here. The one-page summary is here.

    MIL OSI USA News –

  • MIL-OSI USA: Durbin, Duckworth, Kelly Introduce Legislation To Increase Employment Opportunities

    US Senate News:

    Source: United States Senator for Illinois Dick Durbin

    March 31, 2025

    WASHINGTON – Today, U.S. Senate Democratic Whip Dick Durbin (D-IL), U.S. Senator Tammy Duckworth (D-IL), and U.S. Representative Robin Kelly (D-IL-02) reintroduced two bills to expand and increase access to employment opportunities for underserved youth. The Helping to Encourage Real Opportunity (HERO) for Youth Act and the Assisting in Developing (AID) Youth Employment Act will increase federal resources for communities seeking to create or grow employment programs and provide tax incentives to businesses and employers to hire and retain youth from economically distressed areas.

    “To invest in our future, we must invest in the next generation.  Increasing youth employment opportunities can address poverty and crime across Illinois while setting up our state’s youngest residents for a brighter future,” said Durbin.  “Congresswoman Kelly, Senator Duckworth, and I are reintroducing the HERO for Youth Act and the AID Youth Employment Act to boost federal resources for youth employment programs and incentivize businesses to hire, retain, and mentor youth.”

    “Far too many young Americans live in neighborhoods that lack good job opportunities and struggle with all-too-commonplace violence and danger,” said Duckworth.  “It doesn’t have to be that way, but it’s not going to get better unless we work together to do something about it. I’m so proud to join Senator Durbin and Congresswoman Kelly to reintroduce these bills that would help open up new economic opportunities for every American, no matter where they live or what community they grew up in.”

    “Our youth is our future,” said Kelly.  “I’m proud to partner with Senators Durbin and Duckworth once again to introduce two pieces of legislation that will invest in economic opportunities for our youth.  Better job options can help break a cycle of poverty and address roadblocks that prevent young people from reaching their full potential.”

    For many young people, lack of job experience is a prohibitive disadvantage for potential employers, which perpetuates vicious cycles of unemployment and poverty in their communities, further limiting potential for further economic growth.  In 2022, 13 percent of youth between the ages of 18-24 were neither employed nor in school, and Native American, Native Hawaiian and other Pacific Islander, and Black youth, as well as youth with disabilities, were disproportionately impacted.  Barriers to employment at a young age have devastating consequences on the long-term employment prospects of opportunity youth, including lower lifetime earnings, higher rates of incarceration, and opioid addiction. 

    There is clear evidence of a correlation in communities where high rates of poverty, gun violence, and chronic unemployment among youth are prevalent.  A 2017 study found that among youth participating in Chicago’s youth summer employment program, violent crime arrests decreased by nearly 33 percent.  Providing employment opportunity to youth can have a considerable impact in lowering recidivism and violent crime among youth while improving their long-term health, and economic and educational outcomes. 

    When youth are provided a pathway to employment and the workforce, employers benefit too because they are able to train and hire skilled workers.  It is estimated that between 2022 and 2032, there will be an average of 20 skilled roles with job openings for every one new worker. 

    The HERO for Youth Act would encourage the business community to become a partner in addressing youth unemployment by hiring underserved youth who reside in communities with high rates of poverty. Specifically, the bill would provide a Work Opportunity Tax Credit (WOTC) of up to $2,400 for businesses that hire and train youth ages 16 to 24 who are out of school and out of work and youth ages 16 to 21 that are currently in foster care or have aged out of the system. The legislation would expand the summer youth program under WOTC, which provides a tax credit to businesses that hire for summer employment youth ages 16 to 17 who are enrolled in school and live in highly distressed rural and urban communities known as Empowerment Zones, by doubling the amount of the credit to $2,400 and expanding the program to include year-round employment.

    The AID Youth Employment Act will make it easier for local governments and community organizations to apply directly for federal funding to create and expand summer and year-round employment programs for young people.  The legislation would establish a five-year competitive grant program for youth summer employment that also incorporate access to trauma-informed mentorship as well as job coaches.  The program would provide planning grants of up to $250,000 for 12 months or implementation grants of up to $6 million over three years.

    The HERO for Youth Act has been endorsed by National Grocers Association, National Small Business Association, National Recreation and Park Association, National Association of Convenience Stores, National Youth Employment Coalition, Young Invincibles, Food Industry Association, Youth Guidance, and Critical Labor Coalition.

    The AID Youth Employment Act has been endorsed by Young Invincibles, Youth Guidance, and Chicago Urban League.

    A one-pager for the HERO for Youth Act can be found here.

    A one-pager for the AID Youth Employment Act can be found here.

    -30-

    MIL OSI USA News –

  • MIL-OSI New Zealand: If it Pleases the Gods

    Source: ACT Party

    The Haps

    Last week Free Press extolled the Government’s RMA reforms. We thanked ACT and Simon Court for resource management law based on property rights. We think we understated it, Free Press has campaigned for this for a decade (yes, we are ten). RMA reforms are the best policy change so far this century. If New Zealanders cannot develop the land, we have no advantage as a country. It’s a country saver.

    Meanwhile the Greens have gone (more) insane. Last week one Green MP effectively said police patrols are worthless. The Press Gallery finally rounded on them, because young people in Central Wellington know the world can be a dangerous place and a few coppers are a welcome sight at night. Chlöe Swarbrick’s increasingly deranged economics become clearer every week in Question Time. She seems to think profit is a line item that businesses just add on to their customers’ bill. Now there are some serious questions for the Green Party leaders to answer around another one of their MPs’ social media accounts. Free Press predicts the Greens polling will soften this year.

    If it Pleases the Gods

    Free Press has seen correspondence demanding courts must now begin and end with a Karakia, or prayer in English and Māori. Gary Judd KC has written to MPs making (as usual) lucid arguments as to why this is wrong, and there are legal precedents from the Privy Council finding it is wrong for people in public service to be subject to prayers. 

    Parliament begins with a prayer, but Parliament is a self-Governing political body with rules decided by its members. Besides, there is no requirement to attend it. Judd points out, however, that lawyers are required to arrive before the judge and leave after, so they cannot avoid being present for the Karakia.

    They’ll be required to read along because “Large prints of the karakia will be installed in each courtroom for all those present to use to read along to.” Judd points out the Bill of Rights says, “Everyone has the right to freedom of thought, conscience, religion, and belief, including the right to adopt and to hold opinions without interference.”

    Judd goes on to reference precedent from the Privy Council. It found for a Muslim soldier in The Bahamas (a Commonwealth country) who did not want to be part of a Christian prayer during colours parades. The Privy Council relied on The Bahamas’ constitution, which is remarkably similar to New Zealand’s Bill of Rights.

    A lot of people might ask, so what, who cares? It’s up to the Court anyway and surely a minute of praying can’t hurt, even if technically it does interfere with some lawyers’ practice of their faith?

    Will it harm the impartiality of justice? Probably yes, it chips away at neutrality when the Courts give the nod to some religious or spiritual views but not others. Is that critical? Probably no. Is it the biggest problem we have right now? No.

    We’re writing about this because it is such a good example. Such a good example of people’s basic rights being trampled for no reason. The right to think your thoughts and speak your mind, or not, without being hindered and harassed by do-gooders. It could be any organisation, it just happens to be the Courts.

    At Free Press, we often wonder where these people come from. What drives their behaviour? Why can’t they just leave other people alone? Here’s our theory.

    For 100,000 years humans lived in tribes, closed societies where a person’s role was decided for them. The instinct to make other people conform to rituals is deep. They reassure you the people partaking are in your tribe. The idea of living as an individual choosing your own adventure in life is WEIRD. Specifically, Western, Educated, Industrialised, Rich and Democratic.

    Most people in most of history didn’t live weird lives. They lived tribal lives. Much of what is happening in New Zealand today, weird rituals, compulsory courses, demands to be part of a race first and a citizen second, it all comes from deep tribal urges.

    Free Press and friends and allies have to get better at explaining the alternative. A civilised society where each person is treated as a thinking and valuing being, required not to do any violence against anyone else but otherwise free to go about their lives unhindered. It would be a start.

    MIL OSI New Zealand News –

  • MIL-OSI Australia: Luxury car tax rate and thresholds

    Source:

    Luxury car tax rate

    Cars with a luxury car tax (LCT) value over the LCT threshold attract an LCT rate of 33%. You only pay LCT on the amount that is over the threshold.

    For the LCT rate before 3 October 2008, refer to A New Tax System (Luxury Car Tax Imposition – General) Act 1999.

    Luxury car tax thresholds

    The following table lists the LCT thresholds for the financial year the car was imported, acquired or sold.

    If you import or sell a car with a GST-inclusive value above these LCT thresholds, you must pay LCT except in certain circumstances. In general, the LCT value of a car includes the value of any parts, accessories or attachments you supplied, or imported, at the same time as the car.

    From 1 July 2025, as part of the Treasury Laws Amendment (Tax Incentives and Integrity) Bill 2025External Link, which amended A New Tax System (Luxury Car Tax) Act 1999:

    • the definition of a fuel-efficient vehicle will change
    • indexation rates applying to the thresholds for fuel-efficient vehicles and other vehicles will be aligned.
    LCT thresholds

    Financial year

    Fuel-efficient vehicles

    Other vehicles

    2024–25

    $91,387

    $80,567

    2023–24

    $89,332

    $76,950

    2022–23

    $84,916

    $71,849

    2021–22

    $79,659

    $69,152

    2020–21

    $77,565

    $68,740

    2019–20

    $75,526

    $67,525

    2018–19

    $75,526

    $66,331

    2017–18

    $75,526

    $65,094

    2016–17

    $75,526

    $64,132

    2015–16

    $75,375

    $63,184

    2014–15

    $75,375

    $61,884

    2013–14

    $75,375

    $60,316

    2012–13

    $75,375

    $59,133

    The indexation factor for the 2024–25 financial year for:

    • fuel-efficient vehicles is 1.023
    • other vehicles is 1.047.

    Find out what defines a fuel-efficient car prior to, and from, 1 July 2025.

    MIL OSI News –

  • MIL-OSI Australia: Top 500 private groups tax performance program

    Source:

    About the Top 500 private groups tax performance program

    The Top 500 private groups tax performance program seeks to give the community confidence that Australia’s largest privately owned groups are paying the right amount of tax. It is one of the programs under the Tax Avoidance Taskforce.

    The program uses a one-to-one approach to collaborative engagements, with the aim to increase willing participation through a focus on prevention rather than correction.

    By working together, we’re able to better understand the activities carried on by a Top 500 group and tailor their experience when they need to engage with us. This increased transparency means we can identify and resolve issues early and provide services efficiently.

    Our objective is to provide a level of assurance based on the principles of justified trust and give the Top 500 group certainty around whether it is complying with its tax obligations.

    If a Top 500 private group doesn’t engage with us and demonstrate they want to comply with their tax obligations, we will seek to assure the correct amount of tax has been paid through traditional review and audit action. Where applicable, we will also use our formal information gathering powers.

    Who is covered by the Top 500 program

    The Top 500 private groups program includes private groups:

    • with over $500 million net assets, regardless of turnover
    • with over $200 million turnover and over $250 million in net assets
    • that are market leaders or groups of specific interest.

    We use sophisticated data matching and analytic models to identify wealthy privately owned groups and link them to associated entities. We then look at the group of entities as a whole. This private group approach helps us to understand the business, which allows us to focus on the issues that are relevant and provide a more tailored experience.

    For more information, see Tax performance programs for privately owned and wealthy groups.

    Changes to the Top 500 program from April 2025

    Groups who are no longer included in the program

    Starting from April 2025, the Top 500 program:

    • no longer includes private groups with over $250 million turnover, regardless of net asset value
    • turnover threshold has increased from $100 million to $200 million for groups with net assets over $250 million.

    Groups that were previously included in the Top 500 program will undergo an exit process after any current issues under enquiry are finalised and we have achieved a requisite level of assurance. Groups will have the option to remain in the Top 500 program where they are in justified trust or close to achieving justified trust.

    New categories

    We will also categorise groups in the program as either ‘significant’ or ‘general’. When full tax assurance is achieved by a group in the general category, they can benefit from a one-year monitoring and maintenance period and streamlined future engagements. We will notify groups of their categorisation after the finalisation of their current engagements.

    Widening of provisional justified trust

    Our provisional justified trust approach, previously only available to predominantly passive investor groups, will be widened (subject to the necessary modifications). It will include all groups that achieve full tax assurance.

    We will contact you

    We will contact groups impacted by these changes and advise you of the next steps.

    How we tailor our approach for Top 500 groups

    Our engagement approach is tailored and matched to:

    By engaging directly, we build a better understanding of the group’s business, the issues that drive its success and its approach to risk. Ongoing engagement means we can track compliance from year to year and work together to prevent issues from recurring. The forward-looking aspects of our engagement approach helps the group to maintain good compliance into the future.

    Our one-to-one engagements will focus on:

    • assuring that the correct amount of tax has been paid in the year or years under review and will continue to be paid into the future (that is, the justified trust approach)
    • identifying opportunities where we can work together to help the Top 500 group engage with the tax system
    • resolving, in real time, any issues that may arise prior to lodgment.

    Top 500 engagement process

    A printable version is also available – Top 500 Program Client Experience Roadmap (PDF 505KB)This link will download a file.

    The engagement process generally includes the following steps.

    ATO issues notification letter

    ATO calls client or their representative to arrange a meeting

    Meeting (face-to-face, video conference, or phone)

    ATO issues a letter explaining our approach to engagements with the Top 500 and states the agreed principles that will guide the engagement

    One-to-one engagement interactions commence

    ATO initiates the assurance process with a request for information (RFI) which is tailored in collaboration with the Top 500 client

    Client sends RFI response to ATO

    Analysis of the four key areas of justified trust:

    • tax governance
    • tax risks flagged to the market
    • verify treatments of ongoing and atypical transactions
    • alignment between accounting and tax

    Ongoing discussion or further RFI (if required)

    ATO issues an assurance letter providing details of assurance outcomes for entities within the group for the relevant years and next actions are detailed (where applicable)

    Subsequent yearly engagement will be tailored based on level of assurance

    How justified trust applies to your engagement

    We use an assurance-based approach to determine whether a Top 500 group is paying the correct amount of tax by applying the justified trust methodology. The process of assurance requires that we have a thorough understanding of a Top 500 group’s income producing and wealth extraction activities.

    When engaging with a Top 500 client, we review the 4 key areas that underpin the justified trust methodology.

    Effective tax governance

    Tax governance means having clear processes and procedures in place within a corporate governance framework to support decision-making, and to ensure that the group is meeting its taxation and superannuation obligations.

    Tax governance is effective when the Top 500 group can demonstrate that the framework, processes and procedures that they have in place will result in ongoing compliance with their lodgment, reporting and payment obligations. The Top 500 tax governance area is particularly important because effective tax governance provides the foundations upon which a private group can demonstrate that they are achieving the other 3 key areas of justified trust.

    Tax risks flagged to market

    We flag compliance risks to the market through communications such as:

    • public rulings
    • taxpayer alerts
    • practical compliance guidelines.

    We need to:

    • be satisfied that these risks are not present within the group
    • ensure that the likelihood of their arising in the future is appropriately mitigated through a group’s tax governance framework.

    Ongoing and atypical transactions

    We must have a high degree of confidence that the tax treatment of ongoing income producing activities of a Top 500 group is correct.

    Similarly, we must have a high degree of confidence that the tax treatment of any atypical transactions entered into by the group are also correct (for example, CGT consequences of asset disposals, restructures, acquisitions).

    Differences in accounting and tax results

    We must understand the adjustments that are included in the Top 500 group’s tax reconciliations. We need to be satisfied that the material book-to-tax adjustments are complete and correct in the context of the activities that are being carried on.

    Assurance over book-to-tax requires transparency so we can verify that the adjustments to the group’s accounting treatments appropriately reflect the correct tax principles.

    The process includes:

    • obtaining an understanding of the accounting treatments used by each relevant entity
    • conducting an in-depth reconciliation of the
      • working papers supporting the tax return
      • group’s accounting records (financial statements, trial balance, general ledger).

    Tax assurance and justified trust

    A Top 500 group can obtain holistic tax assurance and achieve justified trust where it satisfies all 4 of the key areas at a group level. Achieving justified trust will generate a tangible change in a Top 500 private group’s experience. Groups will see a reduction in the intensity of our engagement interactions and reduced compliance costs, as we move into a 3-year monitoring and maintenance period. We will also partner with the Top 500 group’s representatives to deliver timely and efficient services that will help the group meet its tax obligations.

    A Top 500 group can also achieve tax assurance for some or all entities in the group where it has been determined that those entities are reporting correctly and have paid the correct amount of tax in an income year. This may be the case even though the Top 500 group has not achieved justified trust (for example, because the group does not have adequate tax governance in place to give us confidence that they will continue to report correctly, or where some entities have not yet been assured).

    For some Top 500 groups, a streamlined engagement approach will be available after the group achieves full tax assurance. The categorisation of a Top 500 group as ‘significant’ or ‘general’ determines whether a streamlined approach is available following full tax assurance.

    Significant and general groups categorisation

    Top 500 groups have been divided into the following 2 categories:

    Categorisation is based on several factors, including wealth, market leadership and specific interest groups.

    Significant groups, which make up approximately one-third of Top 500 groups, have ongoing annual assurance engagements based on the key areas of justified trust. These groups have a significant impact on the tax system, which is reflected in our ongoing assurance and the standard of tax governance needed to achieve justified trust. Significant groups that achieve justified trust will benefit from a 3-year monitoring and maintenance period.

    General groups, that make up the remaining two-thirds of Top 500 groups, are encouraged to achieve justified trust and benefit from a 3-year monitoring and maintenance period. In addition, general groups that achieve full tax assurance may benefit from a one-year monitoring and maintenance period, irrespective of their tax governance rating, followed by an assurance refresh engagement. The assurance refresh engagement will reconsider some tax issues previously assured. Provided no issues are identified, the group will continue with a further year of monitoring and maintenance.

    We aim to provide a streamlined experience for Top 500 groups, and to continue building community confidence that Australia’s largest private groups are paying the right amount of tax.

    Provisional justified trust approach

    Top 500 groups that have achieved full tax assurance, but do not have the required tax governance in place to achieve justified trust, will have the opportunity to enter into provisional justified trust.

    Top 500 groups will benefit from a break from assurance activities to dedicate resources toward developing an effective tax governance framework. This tax governance framework will be assessed for design effectiveness and tested for operational effectiveness before the group achieves justified trust.

    For groups that predominantly generate income from passive investments, the provisional justified trust approach is further streamlined. Passive investor groups, in general, tend to treat their tax issues correctly. The provisional justified trust approach for passive investor groups only requires an assessment of the design effectiveness of their tax governance. Operational effectiveness testing is not required to achieve justified trust. We have published more information about our differentiated approach for passive investors in our Passive investor guide for Top 500 groups.

    Monitoring and maintenance approach

    Reaching justified trust will generate a tangible change in a Top 500 private group’s experience. There will be a consequential scale-down in engagement interactions, as we move into a 3-year justified trust monitoring and maintenance period.

    During this 3-year period, we will rely on the tax governance framework operating effectively to mitigate tax risk. We will provide contemporary services and only seek to verify the treatment of new tax issues or other material changes to the group.

    Top 500 groups in the general category that achieve full tax assurance can benefit from a one-year monitoring and maintenance period. This is irrespective of their tax governance rating.

    For both the 3-year monitoring and maintenance period, and the one-year monitoring and maintenance period, we will conduct an annual check in. We also expect that representatives of the group will tell us in real time if the group:

    • identifies tax risks that have been newly flagged to market subsist within the group
    • has experienced material changes to the nature of their ongoing transactions
    • enters into new or atypical transactions of a type not previously assured
    • has made material changes in their approach to book-to-tax treatments
    • has taken new tax positions or changed tax positions that have previously been assured
    • identifies disclosure issues or errors that should be corrected.

    We also expect groups in justified trust to tell us if there are any material changes to the design of its tax governance framework or changes to the management of the tax function (for example, a new CFO, tax manager, tax agent or tax partner).

    After monitoring and maintenance

    Justified trust refresh engagement

    At the end of the 3-years of justified trust monitoring and maintenance, we will refresh our understanding and evidence base to reaffirm our confidence that the Top 500 group continues to pay the right amount of tax. We will do this by conducting a justified trust refresh engagement.

    The assurance activities for the justified trust refresh engagement will resume a whole-of-business approach. They will cover all of the Top 500 group’s tax outcomes in applying the 4 key areas of justified trust. However, our assurance activities will build on the detailed understanding we already have of the group’s activities. Therefore, in ordinary circumstances we expect to leverage off:

    • existing information
    • the evidence we hold
    • our knowledge of the group.

    This will mean less resource investment by taxpayers and us.

    The justified trust refresh year engagement will focus on the current income year. It will generally not involve enquiries into the years covered by monitoring and maintenance, unless key or material issues remain unassured for those years.

    We will work with taxpayers on the scope and timing of the plan for their justified trust refresh engagement.

    In certain circumstances, we may conduct a justified trust refresh engagement earlier than the fourth year, such as when:

    • there has been a fundamental change in business (a takeover, for example) with a new business operation we need to obtain assurance over
    • we have reason to consider that our justified trust should no longer be maintained.

    Assurance refresh engagement

    Groups in the general category that have previously achieved full tax assurance and had one year of monitoring and maintenance, will then undergo a one-year assurance refresh engagement. The assurance refresh engagement will reconsider some tax issues previously assured together with any new issues which warrant consideration.

    Provided the issues under consideration are assured, and the group continues to engage with us in a timely manner, the group will continue with the streamlined approach. That is, cycling between one year of monitoring and maintenance, followed by one year of assurance refresh engagement. The assurance provided during the refresh engagement will be limited to the tax issues or transactions considered, and not provide holistic tax assurance of the Top 500 group.

    What you can expect during an engagement

    If you’re the controller or representative of a Top 500 private group, you can expect our engagements with you to cover your group’s tax and superannuation obligations.

    We undertake an initial engagement to confirm our understanding of your business and industry and to understand your approach to managing your group’s tax obligations.

    Our aim is to:

    • provide a level of assurance around whether your group has been getting things right
    • work with you to obtain high levels of assurance that you will report correctly in the future.

    In some cases, this may involve correcting tax treatments that have been applied in prior years.

    Our engagement will typically involve:

    • building an understanding of your ordinary business activities and any atypical transactions that have occurred during the year
    • identifying tax issues that arise from your income-generating activities and any atypical transactions that you have undertaken
    • conducting an assessment of your tax governance arrangements (where applicable)
    • reviewing evidence to establish whether each of the 4 areas of justified trust have been achieved.

    At the end of engagement for a year, we’ll:

    • outline the activities and transactions where we agree with the tax treatments that have been applied
    • give specific feedback on what we have observed during the engagement. We may highlight areas for improvement and provide guidance on what your group can do to mitigate risks in the future
    • outline the risks that we have identified and explain the next steps that we intend to take, where relevant.

    Findings report – Top 500 tax performance program

    Each year we publish our Findings report for the Top 500 program, based on our engagement with Top 500 privately owned and wealthy groups. The report:

    View the report at Findings report Top 500 tax performance program.

    MIL OSI News –

  • MIL-OSI: Battalion Oil Corporation Announces Fourth Quarter 2024 Financial and Operating Results

    Source: GlobeNewswire (MIL-OSI)

    HOUSTON, March 31, 2025 (GLOBE NEWSWIRE) — Battalion Oil Corporation (NYSE American: BATL, “Battalion” or the “Company”) today announced financial and operating results for the fourth quarter of 2024.

    Key Highlights

    • Completed the refinancing of our term loan on favorable terms resulting in an increase in liquidity
    • Generated full-year sales volumes of 12,667 barrels of oil equivalent per day (“Boe/d”) (51% oil)
    • Continued to lower capex per well, outperforming AFE estimates
    • AGI facility online and treated 1.8 Bcf for the fourth quarter of 2024
    • Spud two additional wells in Monument Draw in December to commence 2025 six-well activity plan
    • Year-end 2024 reserves of approximately 64.9 million barrels of oil equivalent (“MMBoe”) with a standardized measure of discounted future net cash flows of approximately $447.7 million
    • Terminated the previously announced Merger Agreement with Fury

    Management Comments
    The Company concluded its 2024 six-well campaign ahead of planned timing and under budget on each pad. Final well capital remains under $950 per lateral foot. The completed pad wells are producing ahead of type curve with the newest pad averaging over 811 Boe/d across the initial 120 days online, the second pad exceeding 747 Boe/d across the initial 275 days online and the first pad exceeding 1,085 Boe/d across 404 days on production. In December 2024, the Company also commenced drilling operations in Monument Draw as part of its 2025 six-well activity plan. As of the date of this release, the Company has drilled four of these wells in Monument Draw and has commenced completion operations on the first two wells. All wells are ahead of plan and under budget. The final two wells are permitted in the Company’s West Quito asset area with additional permits and drilling pads being built in Hackberry Draw.

    During the fourth quarter 2024, the acid gas injection (“AGI”) facility treated approximately 20 MMcf/d average and returned approximately 16 MMcf/d of sweet gas to the Company for sales to its midstream partner. To date, the AGI facility has processed more than 6.9 Bcf of sour gas and allowed the Company to realize substantial savings compared to treating alternatives.

    Results of Operations
    Average daily net production and total operating revenue during the fourth quarter of 2024 were 12,750 Boe/d (55% oil) and $49.7 million, respectively, as compared to production and revenue of 12,022 Boe/d (46% oil) and $47.2 million, respectively, during the fourth quarter of 2023. The increase in revenues in the fourth quarter of 2024 as compared to the fourth quarter of 2023 is primarily attributable to an approximate 728 Boe/d increase in average daily production partially offset by a $0.22 decrease in average realized prices (excluding the impact of hedges). Excluding the impact of hedges, Battalion realized 96.9% of the average NYMEX oil price during the fourth quarter of 2024. Realized hedge gains totaled approximately less than $0.1 million during the fourth quarter of 2024.

    Lease operating and workover expense was $11.26 per Boe in the fourth quarter of 2024 versus $11.87 per Boe in the fourth quarter of 2023. The decrease in lease operating and workover expense per Boe year-over-year is primarily a result of the increase in average daily production. Gathering and other expenses were $10.45 per Boe in the fourth quarter of 2024 versus $13.31 per Boe in the fourth quarter of 2023. The decrease in gathering and other expenses per Boe is primarily related to the start-up of the AGI facility and lower treating fees associated compared to the Valkyrie (liquid redox) plant. General and administrative expenses were $6.04 per Boe in the fourth quarter of 2024 compared to $4.93 per Boe in the fourth quarter of 2023. The increase in general and administrative expense is primarily attributable to an increase in audit, legal and transaction costs associated with the terminated merger with Fury Resources. Excluding non-recurring charges, general and administrative expenses would have been $3.22 per Boe in the fourth quarter of 2024 compared to $3.78 per Boe in the fourth quarter of 2023.

    For the fourth quarter of 2024, the Company reported a net loss available to common stockholders of $30.9 million and a net loss of $1.88 per share available to common stockholders. After adjusting for selected items, the Company reported an adjusted diluted net loss available to common stockholders for the fourth quarter of 2024 of $0.7 million or an adjusted diluted net loss of $0.04 per common share (see Reconciliation for additional information). Adjusted EBITDA during the quarter ended December 31, 2024 was $18.0 million as compared to $10.0 million during the quarter ended December 31, 2023 (see Adjusted EBITDA Reconciliation table for additional information).

    Liquidity and Balance Sheet
    As of December 31, 2024, the Company had $162.1 million of indebtedness outstanding. Total liquidity on December 31, 2024, made up of cash and cash equivalents, was $19.7 million.

    On January 9, 2025, the Company incurred incremental term loans in the aggregate principal amount of $63.0 million, resulting in a net increase in liquidity of $61.3 million.

    For further discussion on our liquidity and balance sheet, as well as recent developments, refer to Management’s Discussion and Analysis and Risk Factors in the Company’s Form 10-K.

    Merger Agreement with Fury Resources
    Subsequent to several amendments to the previously disclosed Agreement and Plan of Merger, dated December 14, 2023 (as amended, the “Merger Agreement”) and upon the failure of Fury Resources, Inc. to meet the funding and closing requirements of the Merger Agreement, the Company terminated the Merger.

    Refinanced Term Loan Agreement
    On December 26, 2024, the Company entered into the Second Amended and Restated Senior Secured Credit Agreement with Fortress Credit Corp., as administrative agent, and certain other financial institutions, as lenders (the “2024 Term Loan Agreement”). Pursuant to the 2024 Term Loan Agreement, the Company entered into an initial term loan facility in the aggregate principal amount of $162.0 million, funded on December 26, 2024 and an incremental term loan facility in the aggregate principal amount of up to $63.0 million. On January 9, 2025, the Company entered into the First Amendment to the 2024 Term Loan Agreement and incurred $63.0 million of Incremental Term Loans (the “2024 Amended Term Loan Agreement”), resulting in total outstanding borrowings of $225.0 million.

    The maturity date of the 2024 Amended Term Loan Agreement is December 26, 2028.

    All obligations under the Company’s existing term loan agreement were refunded, refinanced and repaid in full by the loans under the 2024 Term Loan Agreement as the net proceeds of the 2024 Term Loan Agreement were used to repay all outstanding indebtedness under the existing term loan agreement in an aggregate amount of approximately $152.1 million, including accrued and unpaid interest, and to pay related fees and expenses related to the new credit agreement.

    The Company is required to make scheduled quarterly amortization payments in an aggregate principal amount equal to 2.50% of the aggregate principal amount of the loans outstanding commencing with the fiscal quarter ending June 30, 2025. Under the 2024 Amended Term Loan Agreement, the Company must make scheduled amortization payments in the aggregate amount of $16.9 million in 2025 and $22.5 million in 2026.

    Forward Looking Statements
    This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not strictly historical statements constitute forward-looking statements. Forward-looking statements include, among others, statements about anticipated production, liquidity, capital spending, drilling and completion plans, and forward guidance. Forward-looking statements may often, but not always, be identified by the use of such words such as “expects”, “believes”, “intends”, “anticipates”, “plans”, “estimates”, “projects,” “potential”, “possible”, or “probable” or statements that certain actions, events or results “may”, “will”, “should”, or “could” be taken, occur or be achieved. Forward-looking statements are based on current beliefs and expectations and involve certain assumptions or estimates that involve various risks and uncertainties that could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and other filings submitted by the Company to the SEC, copies of which may be obtained from the SEC’s website at www.sec.gov or through the Company’s website at www.battalionoil.com. Readers should not place undue reliance on any such forward-looking statements, which are made only as of the date hereof. The Company has no duty, and assumes no obligation, to update forward-looking statements as a result of new information, future events or changes in the Company’s expectations.

    About Battalion
    Battalion Oil Corporation is an independent energy company engaged in the acquisition, production, exploration and development of onshore oil and natural gas properties in the United States.

    Contact

    Matthew B. Steele
    Chief Executive Officer & Principal Financial Officer
    832-538-0300

     
    BATTALION OIL CORPORATION
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
    (In thousands, except per share amounts)
     
        Three Months Ended   Years Ended
        December 31,   December 31,
        2024      2023     2024      2023  
                             
    Operating revenues:                        
    Oil, natural gas and natural gas liquids sales:                        
    Oil   $ 43,934     $ 39,562     $ 174,607     $ 183,634  
    Natural gas     447       2,429       (2,213 )     11,057  
    Natural gas liquids     5,118       4,921       20,822       23,814  
    Total oil, natural gas and natural gas liquids sales     49,499       46,912       193,216       218,505  
    Other     154       330       677       2,257  
    Total operating revenues     49,653       47,242       193,893       220,762  
                             
    Operating expenses:                        
    Production:                        
    Lease operating     11,082       10,656       45,275       44,864  
    Workover and other     2,127       2,480       5,215       7,149  
    Taxes other than income     2,366       2,266       11,238       11,943  
    Gathering and other     12,263       14,718       54,117       63,575  
    General and administrative     7,091       5,453       18,356       19,025  
    Depletion, depreciation and accretion     14,155       12,337       52,926       56,624  
    Impairment of contract asset     18,511       —       18,511       —  
    Total operating expenses     67,595       47,910       205,638       203,180  
    (Loss) income from operations     (17,942 )     (668 )     (11,745 )     17,582  
                             
    Other income (expenses):                        
    Net (loss) gain on derivative contracts     (1,624 )     42,430       2,308       12,689  
    Interest expense and other     4,853       (9,074 )     (14,956 )     (33,319 )
    Loss on extinguishment of debt     (7,489 )     —       (7,489 )     —  
    Total other income expenses     (4,260 )     33,356       (20,137 )     (20,630 )
    (Loss) income before income taxes     (22,202 )     32,688       (31,882 )     (3,048 )
    Income tax benefit (provision)     —       —       —       —  
    Net (loss) income   $ (22,202 )   $ 32,688     $ (31,882 )   $ (3,048 )
    Preferred dividends     (8,679 )     (5,695 )     (32,219 )     (12,047 )
    Net (loss) income available to common stockholders   $ (30,881 )   $ 26,993     $ (64,101 )   $ (15,095 )
                             
    Net (loss) income per share of common stock:                        
    Basic   $ (1.88 )   $ 1.64     $ (3.90 )   $ (0.92 )
    Diluted   $ (1.88 )   $ 1.63     $ (3.90 )   $ (0.92 )
    Weighted average common shares outstanding:                        
    Basic     16,457       16,457       16,457       16,441  
    Diluted     16,457       16,517       16,457       16,441  
     
    BATTALION OIL CORPORATION
    CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
    (In thousands, except share and per share amounts)
     
        December 31, 2024    December 31, 2023
    Current assets:            
    Cash and cash equivalents   $ 19,712     $ 57,529  
    Accounts receivable, net     26,298       23,021  
    Assets from derivative contracts     6,969       8,992  
    Restricted cash     91       90  
    Prepaids and other     982       907  
    Total current assets     54,052       90,539  
    Oil and natural gas properties (full cost method):            
    Evaluated     816,186       755,482  
    Unevaluated     49,091       58,909  
    Gross oil and natural gas properties     865,277       814,391  
    Less – accumulated depletion     (497,272 )     (445,975 )
    Net oil and natural gas properties     368,005       368,416  
    Other operating property and equipment:            
    Other operating property and equipment     4,663       4,640  
    Less – accumulated depreciation     (2,455 )     (1,817 )
    Net other operating property and equipment     2,208       2,823  
    Other noncurrent assets:            
    Assets from derivative contracts     4,052       4,877  
    Operating lease right of use assets     453       1,027  
    Other assets     2,278       17,656  
    Total assets   $ 431,048     $ 485,338  
                 
    Current liabilities:            
    Accounts payable and accrued liabilities   $ 52,682     $ 66,525  
    Liabilities from derivative contracts     12,330       17,191  
    Current portion of long-term debt     12,246       50,106  
    Operating lease liabilities     406       594  
    Total current liabilities     77,664       134,416  
    Long-term debt, net     145,535       140,276  
    Other noncurrent liabilities:            
    Liabilities from derivative contracts     6,954       16,058  
    Asset retirement obligations     19,156       17,458  
    Operating lease liabilities     84       490  
    Other     —       2,084  
    Commitments and contingencies            
    Temporary equity:            
    Redeemable convertible preferred stock: 138,000 shares and 98,000 shares     177,535       106,535  
    of $0.0001 par value authorized, issued and outstanding as of            
    December 31, 2024 and 2023, respectively            
    Stockholders’ equity:            
    Common stock: 100,000,000 shares of $0.0001 par value authorized;            
    16,456,563 shares issued and outstanding as of December 31, 2024            
    and 2023     2       2  
    Additional paid-in capital     288,993       321,012  
    Accumulated deficit     (284,875 )     (252,993 )
    Total stockholders’ equity     4,120       68,021  
    Total liabilities and stockholders’ equity   $ 431,048     $ 485,338  
     
    BATTALION OIL CORPORATION
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
    (In thousands)
     
        Three Months Ended   Years Ended
        December 31,   December 31,
        2024      2023     2024      2023  
    Cash flows from operating activities:                        
    Net income (loss)   $ (22,202 )   $ 32,688     $ (31,882 )   $ (3,048 )
    Adjustments to reconcile net (loss) income to net cash provided by                        
    operating activities:                        
    Depletion, depreciation and accretion     14,155       12,337       52,926       56,624  
    Impairment of contract asset     18,511       —       18,511       —  
    Stock-based compensation, net     12       161       152       (1,070 )
    Unrealized gain on derivative contracts     1,648       (45,403 )     (11,116 )     (21,934 )
    Amortization/accretion of financing related costs     1,469       1,826       6,418       7,615  
    Loss (gain) on extinguishment of debt     7,489       —       7,489       —  
    Accrued settlements on derivative contracts     1,505       (2,587 )     403       259  
    Change in fair value of embedded derivative liability     (761 )     530       (2,084 )     (2,052 )
    Other expense (income)     46       214       324       358  
    Cash flow from operations before changes in working capital     21,872       (234 )     41,141       36,752  
    Changes in working capital     (15,186 )     6,758       (5,786 )     (19,163 )
    Net cash provided by operating activities     6,686       6,524       35,355       17,589  
                             
    Cash flows from investing activities:                        
    Oil and natural gas capital expenditures     (12,847 )     (16,196 )     (64,625 )     (46,288 )
    Proceeds received from sales of oil and natural gas assets     —       3,740       7,015       4,929  
    Acquisition of oil and natural gas properties     —       —       (47 )     —  
    Other operating property and equipment capital expenditures     (4 )     (17 )     (23 )     (153 )
    Contract asset     —       (3,705 )     (7,737 )     (10,308 )
    Other     (6 )     1,439       (26 )     (25 )
    Net cash used in investing activities     (12,857 )     (14,739 )     (65,443 )     (51,845 )
                             
    Cash flows from financing activities:                        
    Proceeds from borrowings     162,000       —       162,000       –  
    Repayments of borrowings     (147,726 )     (10,027 )     (200,109 )     (35,093 )
    Payment of deferred financing costs     (8,225 )     —       (8,400 )     —  
    Proceeds from issuance of preferred stock     —       33,182       38,781       94,607  
    Merger deposit     (10,000 )     —       —       —  
    Other     —       (1 )     —       (455 )
    Net cash (used in) provided by financing activities     (3,951 )     23,154       (7,728 )     59,059  
                             
    Net (decrease) increase in cash, cash equivalents and restricted cash     (10,122 )     14,939       (37,816 )     24,803  
                             
    Cash, cash equivalents and restricted cash at beginning of period     29,925       42,680       57,619       32,816  
    Cash, cash equivalents and restricted cash at end of period   $ 19,803     $ 57,619     $ 19,803     $ 57,619  
     
    BATTALION OIL CORPORATION
    SELECTED OPERATING DATA (Unaudited)
     
        Three Months Ended
    December 31,    		   Years Ended
    December 31,
        2024     2023     2024     2023  
                             
    Production volumes:                        
    Crude oil (MBbls)     643       510       2,363       2,415  
    Natural gas (MMcf)     1,861       2,102       7,814       8,718  
    Natural gas liquids (MBbls)     220       246       971       1,163  
    Total (MBoe)     1,173       1,106       4,636       5,031  
    Average daily production (Boe/d)     12,750       12,022       12,667       13,784  
                             
    Average prices:                        
    Crude oil (per Bbl)   $ 68.33     $ 77.57     $ 73.89     $ 76.04  
    Natural gas (per Mcf)     0.24       1.16       (0.28 )     1.27  
    Natural gas liquids (per Bbl)     23.26       20.00       21.44       20.48  
    Total per Boe     42.20       42.42       41.68       43.43  
                             
    Cash effect of derivative contracts:                        
    Crude oil (per Bbl)   $ (8.99 )   $ (10.43 )   $ (11.32 )   $ (7.76 )
    Natural gas (per Mcf)     3.12       1.12       2.30       1.09  
    Natural gas liquids (per Bbl)     —       —       —       —  
    Total per Boe     0.02       (2.69 )     (1.90 )     (1.84 )
                             
    Average prices computed after cash effect of settlement of derivative contracts:                        
    Crude oil (per Bbl)   $ 59.34     $ 67.14     $ 62.57     $ 68.28  
    Natural gas (per Mcf)     3.36       2.28       2.02       2.36  
    Natural gas liquids (per Bbl)     23.26       20.00       21.44       20.48  
    Total per Boe     42.22       39.73       39.78       41.59  
                             
    Average cost per Boe:                        
    Production:                        
    Lease operating   $ 9.45     $ 9.63     $ 9.77     $ 8.92  
    Workover and other     1.81       2.24       1.12       1.42  
    Taxes other than income     2.02       2.05       2.42       2.37  
    Gathering and other     10.45       13.31       11.67       12.64  
    General and administrative, as adjusted (1)     3.21       3.63       2.72       3.39  
    Depletion     11.71       10.80       11.06       10.97  
                             
    (1) Represents general and administrative costs per Boe, adjusted for items noted in the reconciliation below:
                             
    General and administrative:                        
    General and administrative, as reported   $ 6.04     $ 4.93     $ 3.96     $ 3.78  
    Stock-based compensation:                        
    Non-cash     (0.01 )     (0.15 )     (0.03 )     0.21  
    Non-recurring (charges) credits and other:                        
    Cash     (2.82 )     (1.15 )     (1.21 )     (0.60 )
    General and administrative, as adjusted(2)   $ 3.21     $ 3.63     $ 2.72     $ 3.39  
    Total operating costs, as reported   $ 29.77     $ 32.16     $ 28.94     $ 29.13  
    Total adjusting items     (2.83 )     (1.30 )     (1.24 )     (0.39 )
    Total operating costs, as adjusted(3)   $ 26.94     $ 30.86     $ 27.70     $ 28.74  

    ________________________
    (2)   General and administrative, as adjusted, is a non-GAAP measure that excludes non-cash stock-based compensation charges relating to equity awards under our incentive stock plan, as well as other cash charges associated with non-recurring charges and other. The Company believes that it is useful to understand the effects that these charges have on general and administrative expenses and total operating costs and that exclusion of such charges is useful for comparison to prior periods.
    (3)   Represents lease operating expense, workover and other expense, taxes other than income, gathering and other expense and general and administrative costs per Boe, adjusted for items noted in the reconciliation above.

    BATTALION OIL CORPORATION
    RECONCILIATION (Unaudited)
    (In thousands, except per share amounts)
     
        Three Months Ended   Years Ended
        December 31,   December 31,
        2024      2023     2024      2023  
    As Reported:                        
    Net (loss) income available to common stockholders – diluted (1)   $ (30,881 )   $ 26,993     $ (64,101 )   $ (15,095 )
                             
    Impact of Selected Items:                        
    Unrealized loss (gain) on derivatives contracts:                        
    Crude oil   $ 96     $ (38,604 )   $ (10,371 )   $ (22,601 )
    Natural gas     1,552       (6,799 )     (745 )     667  
    Total mark-to-market non-cash charge     1,648       (45,403 )     (11,116 )     (21,934 )
    Impairment of contract asset     18,511       —       18,511       —  
    Loss (gain) on extinguishment of debt     7,489       —       7,489       —  
    Change in fair value of embedded derivative liability     (761 )     529       (2,084 )     (2,053 )
    Non-recurring charges (credits)     3,310       1,268       5,609       3,042  
    Selected items, before income taxes     30,197       (43,606 )     18,409       (20,945 )
    Income tax effect of selected items     —       —       —       —  
    Selected items, net of tax   $ 30,197     $ (43,606 )   $ 18,409     $ (20,945 )
                             
    Net (loss) available to common stockholders, as adjusted (2)   $ (684 )   $ (16,613 )   $ (45,692 )   $ (36,040 )
                             
                             
    Diluted net (loss) income per common share, as reported   $ (1.88 )   $ 1.63     $ (3.90 )   $ (0.92 )
    Impact of selected items     1.84       (2.65 )     1.12       (1.29 )
    Diluted net (loss) per common share, excluding selected items (2)(3)   $ (0.04 )   $ (1.02 )   $ (2.78 )   $ (2.21 )
                             
                             
    Net cash provided by operating activities   $ 6,686     $ 6,524     $ 35,355     $ 17,589  
    Changes in working capital     15,186       (6,758 )     5,786       19,163  
    Cash flow from operations before changes in working capital     21,872       (234 )     41,141       36,752  
    Cash components of selected items     2,611       4,707       6,012       3,301  
    Income tax effect of selected items     —       —       —       —  
    Cash flows from operations before changes in working capital, adjusted for selected items (1)   $ 24,483     $ 4,473     $ 47,153     $ 40,053  

    ________________________
    (1)   Amount reflects net (loss) income available to common stockholders on a diluted basis for earnings per share purposes as calculated using the two-class method of computing earnings per share which is further described in Note 15, Earnings Per Share in our Form 10-K for the year ended December 31, 2024.
    (2)   Net (loss) income per share excluding selected items and cash flows from operations before changes in working capital adjusted for selected items are non-GAAP measures presented based on management’s belief that they will enable a user of the financial information to understand the impact of these items on reported results. These financial measures are not measures of financial performance under GAAP and should not be considered as an alternative to net income, earnings per share and cash flows from operations, as defined by GAAP. These financial measures may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion’s performance.
    (3)   The impact of selected items for the three and twelve months ended December 31, 2024 were calculated based upon weighted average diluted shares of 16.5 million, due to the net (loss) available to common stockholders, excluding selected items. The impact of selected items for the three and twelve months ended December 31, 2023 were calculated based upon weighted average diluted shares of 16.5 million and 16.4 million shares, respectively, due to the net (loss) available to common stockholders, excluding selected items.

    BATTALION OIL CORPORATION
    ADJUSTED EBITDA RECONCILIATION (Unaudited)
    (In thousands)
     
        Three Months Ended
    December 31,    		   Years Ended
    December 31,
        2024     2023     2024     2023  
                             
    Net income (loss), as reported   $ (22,202 )   $ 32,688     $ (31,882 )   $ (3,048 )
    Impact of adjusting items:                        
    Interest expense     6,135       8,917       29,009       36,511  
    Depletion, depreciation and accretion     14,155       12,337       52,926       56,624  
    Impairment of contract asset     18,511       —       18,511       —  
    Stock-based compensation     12       161       152       (1,070 )
    Interest income     (278 )     (525 )     (2,122 )     (1,243 )
    Loss (gain) on extinguishment of debt     7,489       —       7,489       —  
    Unrealized loss (gain) on derivatives contracts     1,648       (45,403 )     (11,116 )     (21,934 )
    Change in fair value of embedded derivative liability     (761 )     529       (2,084 )     (2,053 )
    Merger Termination Payment     (10,000 )     —       (10,000 )     —  
    Non-recurring charges (credits) and other     3,310       1,268       5,609       2,728  
    Adjusted EBITDA(1)   $ 18,019     $ 9,972     $ 56,492     $ 66,515  

    ________________________
    (1)   Adjusted EBITDA is a non-GAAP measure, which is presented based on management’s belief that it will enable a user of the financial information to understand the impact of these items on reported results. This financial measure is not a measure of financial performance under GAAP and should not be considered as an alternative to GAAP measures, including net (loss) income. This financial measure may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion’s performance.

    BATTALION OIL CORPORATION
    ADJUSTED EBITDA RECONCILIATION (Unaudited)
    (In thousands)
     
        Three Months   Three Months   Three Months   Three Months
        Ended   Ended   Ended   Ended
        December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024
                             
    Net income (loss), as reported   $ (22,202 )   $ 21,628     $ (105 )   $ (31,203 )
    Impact of adjusting items:                        
    Interest expense     6,135       6,873       7,610       8,391  
    Depletion, depreciation and accretion     14,155       12,533       13,213       13,025  
    Impairment of contract asset     18,511       —       —       —  
    Stock-based compensation     12       5       36       99  
    Interest income     (278 )     (509 )     (634 )     (701 )
    Loss (gain) on extinguishment of debt     7,489       —       —       —  
    Unrealized loss (gain) on derivatives contracts     1,648       (28,091 )     (4,434 )     19,761  
    Change in fair value of embedded derivative liability     (761 )     41       (436 )     (928 )
    Merger Termination Payment     (10,000 )     —       —       —  
    Non-recurring charges (credits) and other     3,310       978       384       937  
    Adjusted EBITDA(1)   $ 18,019     $ 13,458     $ 15,634     $ 9,381  
                             
    Adjusted LTM EBITDA(1)   $ 56,492                    

    ________________________
    (1)   Adjusted EBITDA is a non-GAAP measure, which is presented based on management’s belief that it will enable a user of the financial information to understand the impact of these items on reported results. This financial measure is not a measure of financial performance under GAAP and should not be considered as an alternative to GAAP measures, including net (loss) income. This financial measure may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion’s performance.

    BATTALION OIL CORPORATION
    ADJUSTED EBITDA RECONCILIATION (Unaudited)
    (In thousands)
     
        Three Months   Three Months   Three Months   Three Months
        Ended   Ended   Ended   Ended
        December 31,
    2023    		   September 30,
    2023    		   June 30,
    2023    		   March 31,
    2023
                             
    Net income (loss), as reported   $ 32,688     $ (53,799 )   $ (4,748 )   $ 22,811  
    Impact of adjusting items:                        
    Interest expense     8,917       9,219       9,366       9,009  
    Depletion, depreciation and accretion     12,337       13,426       14,713       16,148  
    Stock-based compensation     161       (686 )     (772 )     227  
    Interest income     (525 )     (293 )     (234 )     (191 )
    Unrealized loss (gain) on derivatives contracts     (45,403 )     46,805       (2,332 )     (21,004 )
    Change in fair value of embedded derivative liability     529       (1,878 )     358       (1,062 )
    Non-recurring charges (credits) and other     1,268       831       477       152  
    Adjusted EBITDA(1)   $ 9,972     $ 13,625     $ 16,828     $ 26,090  
                             
    Adjusted LTM EBITDA(1)   $ 66,515                    

    ________________________
    (1)   Adjusted EBITDA is a non-GAAP measure, which is presented based on management’s belief that it will enable a user of the financial information to understand the impact of these items on reported results. This financial measure is not a measure of financial performance under GAAP and should not be considered as an alternative to GAAP measures, including net income (loss). This financial measure may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion’s performance.

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

    TEL-AVIV, Israel, March 31, 2025 (GLOBE NEWSWIRE) — Ellomay Capital Ltd. (NYSE American; TASE: ELLO) (“Ellomay” or the “Company”), a renewable energy and power generator and developer of renewable energy and power projects in Europe, USA and Israel, today reported its unaudited consolidated financial results for the fourth quarter and year ended December 31, 2024.

    Financial Highlights

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

    Financial Overview for the Year Ended December 31, 2024

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

    CEO Review for 2024

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

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

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

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

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

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

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

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

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

    Activity of Dorad:

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

    Activity in the USA:

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

    Activity in Italy:

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

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

    Activity in Israel:

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

    Development of Solar licenses combined with storage:

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

    Activity in the Netherlands:

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

    Use of Non-IFRS Financial Measures

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

    About Ellomay Capital Ltd.

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

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

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

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

    Information Relating to Forward-Looking Statements

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

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

    Ellomay Capital Ltd. and its Subsidiaries

    Unaudited Condensed Consolidated Statements of Financial Position

      December 31,
    2024 2023 2024
    Unaudited Audited Unaudited
    € in thousands Convenience Translation into US$ in thousands*
    Assets      
    Current assets:      
    Cash and cash equivalents 41,134 51,127 42,819
    Short term deposits – 997 –
    Restricted cash 656 810 683
    Intangible asset from green certificates 178 553 185
    Trade and other receivables 20,734 11,717 21,583
    Derivatives asset short-term 146 275 152
    Assets of disposal groups classified as held for sale – 28,297 –
      62,848 93,776 65,422
    Non-current assets      
    Investment in equity accounted investee 41,324 31,772 43,017
    Advances on account of investments 547 898 569
    Fixed assets 482,166 407,982 501,918
    Right-of-use asset 34,315 30,967 35,721
    Restricted cash and deposits 17,052 17,386 17,751
    Deferred tax 9,039 8,677 9,409
    Long term receivables 13,411 10,446 13,960
    Derivatives 15,974 10,948 16,628
      613,828 519,076 638,973
    Total assets 676,676 612,852 704,395
           
    Liabilities and Equity      
    Current liabilities      
    Current maturities of long-term bank loans 21,316 9,784 22,189
    Current maturities of other long-term loans 5,000 5,000 5,205
    Current maturities of debentures 35,706 35,200 37,169
    Trade payables 8,856 5,249 9,219
    Other payables 10,896 10,859 11,342
    Current maturities of derivatives 1,875 4,643 1,952
    Current maturities of lease liabilities 714 700 743
    Liabilities of disposal groups classified as held for sale – 17,142 –
    Warrants 1,446 84 1,505
      85,809 88,661 89,324
    Non-current liabilities      
    Long-term lease liabilities 25,324 23,680 26,361
    Long-term bank loans 245,866 237,781 255,938
    Other long-term loans 31,314 29,373 32,597
    Debentures 155,823 104,887 162,206
    Deferred tax 2,486 2,516 2,588
    Other long-term liabilities 939 855 977
    Derivatives 288 – 300
      462,040 399,092 480,967
    Total liabilities 547,849 487,753 570,291
           
    Equity      
    Share capital 25,613 25,613 26,662
    Share premium 86,271 86,159 89,805
    Treasury shares (1,736) (1,736) (1,807)
    Transaction reserve with non-controlling Interests 5,697 5,697 5,930
    Reserves 14,338 4,299 14,925
    Accumulated deficit (12,019) (5,037) (12,511)
    Total equity attributed to shareholders of the Company 118,164 114,995 123,004
    Non-Controlling Interest 10,663 10,104 11,100
    Total equity 128,827 125,099 134,104
    Total liabilities and equity 676,676 612,852 704,395

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

    Ellomay Capital Ltd. and its Subsidiaries

    Unaudited Condensed Consolidated Statements of Comprehensive Income

      For the three months ended December 31, For the year ended December 31, For the three months ended December 31, For the year ended December 31,
    2024 2023 2024 2023 2024 2024
    Unaudited Unaudited Audited Unaudited
    € in thousands (except per share data) Convenience Translation into US$*
    Revenues 8,678 8,424 40,467 48,834 9,033 42,125
    Operating expenses (5,298) (5,460) (19,803) (22,861) (5,515) (20,614)
    Depreciation and amortization expenses (4,126) (4,265) (16,468) (16,012) (4,295) (17,143)
    Gross profit (loss) (746) (1,301) 4,196 9,961 (777) 4,368
                 
    Project development costs (790) (2,025) (4,101) (4,465) (822) (4,269)
    General and administrative expenses (1,384) (1,320) (6,063) (5,283) (1,441) (6,311)
    Share of profit (loss) of equity accounted investee 5,767 (279) 11,062 4,320 6,003 11,515
    Other income, net 524 – 3,409 – 545 3,549
    Operating profit (loss) 3,371 (4,925) 8,503 4,533 3,508 8,852
                 
    Financing income 710 345 2,495 8,747 739 2,597
    Financing income (expenses) in connection with derivatives and warrants, net (664) 336 1,140 251 (691) 1,187
    Financing expenses in connection with projects finance (1,544) (1,465) (6,190) (6,077) (1,607) (6,444)
    Financing expenses in connection with debentures (1,762) (1,008) (6,641) (3,876) (1,834) (6,913)
    Interest expenses on minority shareholder loan (528) (541) (2,144) (2,014) (550) (2,232)
    Other financing expenses (13,099) (1,499) (8,311) (588) (13,636) (8,651)
    Financing expenses, net (16,887) (3,832) (19,651) (3,557) (17,579) (20,456)
                 
    Profit (loss) before taxes on income (13,516) (8,757) (11,148) 976 (14,071) (11,604)
    Tax benefit 1,475 799 1,547 1,436 1,535 1,610
    Profit (loss) for the period from continuing operations (12,041) (7,958) (9,601) 2,412 (12,536) (9,994)
    Profit (loss) from discontinued operation (net of tax) 58 (1,857) 137 (1,787) 60 143
    Profit (loss) for the period (11,983) (9,815) (9,464) 625 (12,476) (9,851)
    Profit (loss) attributable to:            
    Owners of the Company (10,887) (8,490) (6,982) 2,219 (11,333) (7,268)
    Non-controlling interests (1,096) (1,325) (2,482) (1,594) (1,143) (2,583)
    Profit (loss) for the period (11,983) (9,815) (9,464) 625 (12,476) (9,851)
    Other comprehensive income (loss) item            
    that after initial recognition in comprehensive income (loss) were or will be transferred to profit or loss:            
    Foreign currency translation differences for foreign operations 13,159 1,234 8,007 (7,949) 13,698 8,335
    Foreign currency translation differences for foreign operations that were recognized in profit or loss – – 255 – – 265
    Effective portion of change in fair value of cash flow hedges (3,781) (10,718) 5,631 39,431 (3,937) 5,861
    Net change in fair value of cash flow hedges transferred to profit or loss 1,108 19,183 (813) 9,794 1,154 (846)
    Total other comprehensive income 10,486 9,699 13,080 41,276 10,915 13,615
                 
    Total other comprehensive income (loss) attributable to:            
    Owners of the Company 11,354 5,172 10,039 16,931 11,818 10,450
    Non-controlling interests (868) 4,527 3,041 24,345 (903) 3,165
    Total other comprehensive income (loss) for the period 10,486 9,699 13,080 41,276 10,915 13,615
    Total comprehensive income (loss) for the period (1,497) (116) 3,616 41,901 (1,561) 3,764
                 
    Total comprehensive income (loss) attributable to:            
    Owners of the Company 467 (3,318) 3,057 19,150 485 3,182
    Non-controlling interests (1,964) 3,202 559 22,751 (2,046) 582
    Total comprehensive income (loss) for the period (1,497) (116) 3,616 41,901 (1,561) 3,764
                 

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

    Ellomay Capital Ltd. and its Subsidiaries

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

      For the three months ended December 31, For the year ended December 31, For the three months ended December 31, For the year ended December 31,
    2024 2023 2024 2023 2024 2024
    Unaudited Unaudited Audited Unaudited
    € in thousands (except per share data) Convenience Translation into US$*
    Basic profit (loss) per share (0.85) (0.66) (0.54) 0.17 (0.91) (0.56)
    Diluted profit (loss) per share (0.85) (0.66) (0.54) 0.17 (0.91) (0.56)
                 
    Basic profit (loss) per share continuing operations (0.85) (0.14) (0.55) 0.31 (0.91) (0.57)
    Diluted profit (loss) per share continuing operations (0.85) (0.14) (0.55) 0.31 (0.91) (0.57)
                 
    Basic profit (loss) per share discontinued operation – (0.52) 0.01 (0.14) – 0.01
    Diluted profit (loss) per share discontinued operation – (0.52) 0.01 (0.14) – 0.01
                 

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

    Ellomay Capital Ltd. and its Subsidiaries

    Unaudited Condensed Consolidated Statements of Changes in Equity

                         
    Attributable to shareholders of the Company
    		 Non-controlling Interests Total Equity
    Share capital Share premium Accumulated Deficit Treasury shares Translation reserve from foreign operations Hedging Reserve Interests Transaction reserve with non-controlling Interests Total    
    € in thousands
    For the year ended                    
    December 31, 2024 (unaudited):                    
    Balance as at January 1, 2024 25,613 86,159 (5,037) (1,736) 385 3,914 5,697 114,995 10,104 125,099
    Profit (loss) for the period – – (6,982) – – – – (6,982) (2,482) (9,464)
    Other comprehensive income (loss) for the period – – – – 8,061 1,978 – 10,039 3,041 13,080
    Total comprehensive income (loss) for the period – – (6,982) – 8,061 1,978 – 3,057 559 3,616
    Transactions with owners of the Company, recognized directly in equity:                    
    Share-based payments – 112 – – – – – 112 – 112
    Balance as at December 31, 2024 25,613 86,271 (12,019) (1,736) 8,446 5,892 5,697 118,164 10,663 128,827
                         
                         
    For the three months                    
    ended December 31, 2024 (unaudited):                    
    Balance as at September 30, 2024 25,613 86,250 (1,132) (1,736) (4,377) 7,361 5,697 117,676 12,627 130,303
    Profit (loss) for the period – – (10,887) – – – – (10,887) (1,096) (11,983)
    Other comprehensive income (loss) for the period – – – – 12,823 (1,469) – 11,354 (868) 10,486
    Total comprehensive income (loss) for the period – – (10,887) – 12,823 (1,469) – 467 (1,964) (1,497)
    Transactions with owners of the Company, recognized directly in equity:                    
    Share-based payments – 21 – – – – – 21 – 21
    Balance as at December 31, 2024 25,613 86,271 (12,019) (1,736) 8,446 5,892 5,697 118,164 10,663 128,827

    Ellomay Capital Ltd. and its Subsidiaries

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

      Share capital Share premium Attributable to shareholders of the Company Non- controlling Total
    Interests Equity
    Accumulated deficit Treasury shares Translation reserve from
    foreign operations    		 Hedging Reserve Interests Transaction reserve with
    non-controlling Interests    		 Total    
    € in thousands
    For the year ended December 31, 2023 (audited):                    
    Balance as at January 1, 2023 25,613 86,038 (7,256) (1,736) 7,970 (20,602) 5,697 95,724 (12,647) 83,077
    Profit (loss) for the year – – 2,219 – – – – 2,219 (1,594) 625
    Other comprehensive loss for the year – – – – (7,585) 24,516 – 16,931 24,345 41,276
    Total comprehensive loss for the year – – 2,219 – (7,585) 24,516 – 19,150 22,751 41,901
    Transactions with owners of the Company, recognized directly in equity:                    
    Share-based payments – 121 – – – – – 121 – 121
    Balance as at December 31, 2023 25,613 86,159 (5,037) (1,736) 385 3,914 5,697 114,995 10,104 125,099
                         
    For the three months                    
    ended December 31, 2023 (unaudited):                    
    Balance as at September 30, 2023 25,613 86,131 3,453 (1,736) (801) (72) 5,697 118,285 6,902 125,187
    Profit (loss) for the period – – (8,490) – – – – (8,490) (1,325) (9,815)
    Other comprehensive income (loss) for the period – – – – 1,186 3,986 – 5,172 4,527 9,699
    Total comprehensive income (loss) for the period – – (8,490) – 1,186 3,986 – (3,318) 3,202 (116)
    Transactions with owners of the Company, recognized directly in equity:                    
    Share-based payments – 28 – – – – – 28 – 28
    Balance as at December 31, 2023 25,613 86,159 (5,037) (1,736) 385 3,914 5,697 114,995 10,104 125,099

    Ellomay Capital Ltd. and its Subsidiaries

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

          Attributable to shareholders of the Company Non- controlling Total
        Interests Equity
    Share capital Share premium Accumulated deficit Treasury shares Translation reserve from
    foreign operations    		 Hedging Reserve Interests Transaction reserve with
    non-controlling Interests    		 Total    
    Convenience translation into US$ (exchange rate as at December 31, 2024: euro 1 = US$ 1.041)
    For the year ended December 31, 2024 (unaudited):                    
    Balance as at January 1, 2024 26,662 89,688 (5,243) (1,807) 401 4,074 5,930 119,705 10,518 130,223
    Profit (loss) for the period – – (7,268) – – – – (7,268) (2,583) (9,851)
    Other comprehensive income (loss) for the period – – – – 8,391 2,059 – 10,450 3,165 13,615
    Total comprehensive income (loss) for the period – – (7,268) – 8,391 2,059 – 3,182 582 3,764
    Transactions with owners of the Company, recognized directly in equity:                    
    Share-based payments – 117 – – – – – 117 – 117
    Balance as at December 31, 2024 26,662 89,805 (12,511) (1,807) 8,792 6,133 5,930 123,004 11,100 134,104
                         
    For the three months                    
    ended December 31, 2024 (unaudited):                    
    Balance as at September 30, 2024 26,662 89,783 (1,178) (1,807) (4,555) 7,663 5,930 122,498 13,146 135,644
    Profit (loss) for the period – – (11,333) – – – – (11,333) (1,143) (12,476)
    Other comprehensive income (loss) for the period – – – – 13,347 (1,530) – 11,817 (903) 10,914
    Total comprehensive income (loss) for the period – – (11,333) – 13,347 (1,530) – 484 (2,046) (1,562)
    Transactions with owners of the Company, recognized directly in equity:                    
    Share-based payments – 22 – – – – – 22 – 22
    Balance as at December 31, 2024 26,662 89,805 (12,511) (1,807) 8,792 6,133 5,930 123,004 11,100 134,104

    Ellomay Capital Ltd. and its Subsidiaries

    Unaudited Condensed Consolidated Statements of Cash Flow

      For the three months ended December 31, For the year ended December 31, For the three months ended December 31, 2024 For year ended December 31, 2024
    2024 2023 2024 2023
    Unaudited Unaudited Audited Unaudited
    € in thousands Convenience Translation into US$*
    Cash flows from operating activities            
    Profit (loss) for the period (11,983) (9,815) (9,464) 625 (12,476) (9,851)
    Adjustments for:            
    Financing expenses, net 16,887 3,632 19,247 3,034 17,579 20,035
    Loss from settlement of derivatives contract 266 – 316 – 277 329
    Impairment losses on assets of disposal groups classified as held-for-sale – 2,565 405 2,565 – 422
    Depreciation and amortization 4,126 4,378 16,516 16,473 4,295 17,193
    Share-based payment transactions 21 28 112 121 22 117
    Share of profits of equity accounted investees (5,767) 279 (11,062) (4,320) (6,003) (11,515)
    Payment of interest on loan from an equity accounted investee – 33 – 1,501 – –
    Change in trade receivables and other receivables (5,606) (1,317) (8,824) (302) (5,836) (9,185)
    Change in other assets 2,894 69 3,770 (681) 3,013 3,924
    Change in receivables from concessions project – 259 793 1,778 – 825
    Change in trade payables 48 (332) (31) (45) 50 (32)
    Change in other payables 4,747 (2,492) 4,454 (2,235) 4,941 4,636
    Tax benefit (1,475) (1,391) (1,552) (1,852) (1,535) (1,615)
    Income taxes refund (paid) 277 (473) 623 (912) 288 649
    Interest received 605 524 2,537 2,936 630 2,641
    Interest paid (2,618) (4,132) (9,873) (10,082) (2,725) (10,277)
      14,405 1,630 17,431 7,979 14,996 18,147
    Net cash provided by (used in) operating activities 2,422 (8,185) 7,967 8,604 2,520 8,296
                 
    Cash flows from investing activities            
    Acquisition of fixed assets (22,894) (7,365) (72,922) (58,848) (23,832) (75,909)
    Interest paid capitalized to fixed assets (887) (2,283) (2,515) (2,283) (923) (2,618)
    Proceeds from sale of investments – – 9,267 – – 9,647
    Repayment of loan by an equity accounted investee – 1,221 – 1,324 – –
    Loan to an equity accounted investee – (60) – (128) – –
    Advances on account of investments – – (163) (421) – (170)
    Proceeds from advances on account of investments 514 297 514 2,218 535 535
    Proceeds in marketable securities – – – 2,837 – –
    Investment in settlement of derivatives, net (540) – (316) – (562) (329)
    Proceeds from (investment in) restricted cash, net 532 (53) 689 840 554 717
    Proceeds from (investment in) short term deposit 2,408 – 1,004 (1,092) 2,507 1,045
    Net cash used in investing activities (20,867) (8,243) (64,442) (55,553) (21,721) (67,082)
                 
    Cash flows from financing activities            
    Issuance of warrants – – 2,666 – – 2,775
    Cost associated with long-term loans (556) (690) (2,567) (1,877) (579) (2,672)
    Payment of principal of lease liabilities (2,276) (190) (2,941) (1,156) (2,369) (3,061)
    Proceeds from long-term loans 175 10,787 19,482 32,157 182 20,280
    Repayment of long-term loans (4,668) (5,746) (11,776) (12,736) (4,859) (12,258)
    Repayment of Debentures – – (35,845) (17,763) – (37,313)
    Proceeds from issuance of Debentures, net 15,118 – 73,943 55,808 15,737 76,972
    Net cash provided by (used in) financing activities 7,793 4,161 42,962 54,433 8,112 44,723
                 
    Effect of exchange rate fluctuations on cash and cash equivalents 3,330 1,723 3,092 (2,387) 3,467 3,215
    Increase (decrease) in cash and cash equivalents (7,322) (10,544) (10,421) 5,097 (7,622) (10,848)
    Cash and cash equivalents at the beginning of the period 48,456 62,099 51,127 46,458 50,441 53,221
    Cash from (used in) disposal groups classified as held-for-sale – (428) 428 (428) – 446
    Cash and cash equivalents at the end of the period 41,134 51,127 41,134 51,127 42,819 42,819

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

    Ellomay Capital Ltd. and its Subsidiaries

    Operating Segments (Unaudited)

     
                           
    Italy Spain USA Netherlands Israel  
    Solar Subsidized Solar
    Plants    		 28 MW
    Solar    		 Talasol
    Solar    		 Solar Biogas Dorad Manara Pumped Storage Solar* Total
    reportable
    segments    		 Reconciliations
    		 Total consolidated
      For the year ended December 31, 2024
      € in thousands
                             
    Revenues 2,293 2,974 1,741 18,365 – 15,094 67,084 – 278 107,829 (67,362) 40,467
    Operating expenses (109) (519) (593) (4,695) – (13,887) (50,065) – (142) (70,010) 50,207 (19,803)
    Depreciation and amortization expenses (89) (919) (1,088) (11,453) – (2,897) (2,489) – (48) (18,983) 2,515 (16,468)
    Gross profit (loss) 2,095 1,536 60 2,217 – (1,690) 14,530 – 88 18,836 (14,640) 4,196
                             
    Adjusted gross profit (loss) 2,095 1,536 60 2,217 – (1,690) 14,530 – 3172 19,065 (14,869) 4,196
    Project development costs                       (4,101)
    General and administrative expenses                       (6,063)
    Share of income of equity accounted investee                       11,062
    Other income, net                       3,409
    Operating profit                       8,503
    Financing income                       2,495
    Financing income in connection with
    derivatives and warrants, net    		                       1,140
    Financing expenses in connection with projects finance                       (6,190)
    Financing expenses in connection with debentures                       (6,641)
    Interest expenses on minority shareholder loan                       (2,144)
    Other financing expenses                       (8,311)
    Financing expenses, net                       (19,651)
    Profit before taxes on income                       (11,148)
                             
    Segment assets as at December 31, 2024 67,546 12,633 19,403 225,452 55,564 31,779 109,579 186,333 – 708,289 (31,613) 676,676

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

    Ellomay Capital Ltd. and its Subsidiaries

    Reconciliation of Profit (Loss) to EBITDA (Unaudited)

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

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

    Ellomay Capital Ltd.

    Information for the Company’s Debenture Holders

    Financial Covenants

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

    Net Financial Debt

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

    Discussion concerning Warning Signs

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

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

    Ellomay Capital Ltd.

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

    Information for the Company’s Series C Debenture Holders

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

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

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

    Ellomay Capital Ltd.

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

    Information for the Company’s Series D Debenture Holders

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

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

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

    Ellomay Capital Ltd.

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

    Information for the Company’s Series E Debenture Holders

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

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

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

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

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

    Ellomay Capital Ltd. and its Subsidiaries

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

    Information for the Company’s Series F Debenture Holders

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

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

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

    Ellomay Capital Ltd. and its Subsidiaries

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

    Information for the Company’s Series G Debenture Holders

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    The MIL Network –

  • MIL-OSI: Order.co Selects Avalara to Automate and Simplify Sales Tax Compliance

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, March 31, 2025 (GLOBE NEWSWIRE) — Order.co, the world’s leading B2B Ecommerce Platform, today announced it has selected Avalara’s leading tax compliance automation technology to simplify sales tax compliance for its customers. With the adoption of Avalara’s proven compliance solutions, Order.co customers can now register their exemption status once and apply exemptions to eligible purchases across all vendors at the time of purchase. 

    Order.co’s choice of Avalara aligns with its commitment to reducing administrative burdens, streamlining procurement tasks, and minimizing the manual errors associated with repetitive back-office workflows for its customers. With Avalara and Order.co’s capabilities working in tandem, businesses can eliminate the time-consuming process of contacting each vendor involved in a given order to submit tax exemption requests.

    “Proper tax compliance can be tedious. Order.co has integrated with Avalara to help remove that burden and ensure our customers can focus their time and effort on growing their business,” said Alec Stonitsch, VP of Product at Order.co. “Now, our customers can easily manage exemptions, eliminate repetitive vendor requests, and maintain tax accuracy with every purchase.”

    “Avalara’s mission since our founding centers on delivering value and delighting customers – and it’s always satisfying to witness customers like Order.co growing, thriving, and providing solutions to their own customers’ complex needs,” said Liz Armbruester, EVP, Customer and Compliance Operations at Avalara. “As Order.co works diligently to provide a simplified, fully automated end-to-end procurement platform to businesses seeking innovative and efficient digital tools, implementing Avalara’s tax compliance technology helps customers reduce risk, improve accuracy, and devote personnel to more valuable business building tasks. We’re pleased to play a role in the ongoing success of Order.co’s platform offering.”

    Key Benefits of Order.co + Avalara

    More accurate tax calculations: With Avalara, the process of calculating taxes for each location, product category, and type of spend is executed automatically. Order.co customers can now capture tax values at the time of purchase to reduce the need for manual adjustments and eliminate errors – and gain granular control of tax exemptions with the ability to toggle between exempt and non-exempt status on products. 

    Streamlined exemption management: With Avalara integrated into the Order.co platform, customers can register their business’s tax exemption status once, and watch it automatically apply across all eligible purchases and vendors. In addition, fully tax-exempt organizations can now make purchases through the Order.co platform.

    Comprehensive reporting and tax compliance: Customers can now leverage Order.co’s new capabilities for in-depth reporting to easily calculate tax obligations, in addition to collecting, storing, and documenting relevant tax information to mitigate sales tax liability and minimize the amount owed during audits. Users can access product categories to aid in tax coding and ensure teams can run comprehensive analytics. 

    About Avalara 

    Avalara makes tax compliance faster, easier, and more accurate, reliable, and valuable for 41,000+ business and government customers in over 75 countries. Tax compliance automation software solutions from Avalara leverage 1,200+ signed partner integrations across leading ecommerce, ERP, and other billing systems to power tax calculations, document management, tax return filing, and tax content access. Visit avalara.com to improve your compliance journey.

    About Order.co

    Order.co simplifies business buying by combining the ease of online shopping with the sophistication of world-class purchase order and AP automation. The result? Businesses cut costs and complexity with every order. Hundreds of companies, like WeWork and Hugo Boss, leverage Order.co to centralize purchase-to-pay workflows, scale operations, and save an average of 5% on products. Order.co has raised $50M in funding from industry-leading investors like MIT, Stage 2 Capital, Rally Ventures, 645 Ventures, and more.

    Media Contact

    Allison Reich
    Senior Manager of Brand, Content & Enablement
    Allison.reich@order.co

    The MIL Network –

  • MIL-OSI USA: Federal Court Permanently Shuts Down Detroit Tax Preparers

    Source: US State of California

    Note: View Turner permanent injunction here. View Qualls permanent injunction here. View Stewart permanent injunction here. View Bishop and Green permanent injunction here.

    A federal court in Michigan issued a permanent injunction on Friday against Detroit-area tax return preparers Alicia Bishop and Tenisha Green, permanently barring them from preparing federal tax returns for others.

    The court previously barred Alicia Qualls, Michael Turner, and Constance Stewart from preparing federal tax returns for others by judgments entered on March 3. By judgment dated Dec. 16, 2024, the court also barred the business for which all of the preparers worked, United Tax Team Inc., and United Tax Team’s incorporator, Glen Hurst, from preparing federal tax returns for others. Hurst, United Tax Team, Qualls, Turner, and Stewart consented to entry of the judgments against them.

    According to the civil complaint, Hurst incorporated United Tax Team in 2016, was its sole shareholder and corporate officer, and hired the return preparers who work at United Tax Team —including Qualls, Bishop, Green, Turner, and Stewart — who each worked as tax return preparers at United Tax Team locations in the Detroit area and prepared returns for customers that included false information not provided by the customer.

    The civil complaint alleges that that the defendants used a variety of schemes to improperly reduce their customers’ tax liabilities or to obtain tax refunds to which the customers were not entitled. Specifically, the complaint alleges that Qualls, Bishop, Green, Turner, and Stewart each repeatedly placed false or incorrect items, deductions, exemptions or statuses on customers’ tax returns without their customers’ knowledge. For example, the complaint alleges that Qualls, Green, Turner, and Stewart fabricated Schedule C businesses to report fictitious business expenses and income to improperly reduce overall taxable income for some customers. The complaint also alleges that Bishop and Green fabricated education expenses on customer returns to falsely add tax credits; that Bishop and Stewart improperly claimed COVID-19 Relief tax credits for some customers; that Qualls and Turner improperly claimed head-of-household status for customers who did not qualify for such status to falsely reduce some customers’ tax liabilities; and that Stewart claimed fictious child and dependent care expenses for some customers.

    Taxpayers seeking a return preparer should remain vigilant against unscrupulous tax preparers. The IRS has information on its website for choosing a tax return preparer and has launched a free directory of federal tax preparers. The IRS also offers 10 tips to avoid tax season fraud and ways to safeguard their personal information.

    In the past decade, the Justice Department’s Tax Division has obtained injunctions against hundreds of unscrupulous tax preparers. Information about these cases is available on the Justice Department’s website. An alphabetical listing of persons enjoined from preparing returns and promoting tax schemes can be found on this page. If you believe that one of the enjoined persons or businesses may be violating an injunction, please contact the Tax Division with details.

    MIL OSI USA News –

  • MIL-OSI Security: Federal Court Permanently Shuts Down Detroit Tax Preparers

    Source: United States Attorneys General

    Note: View Turner permanent injunction here. View Qualls permanent injunction here. View Stewart permanent injunction here. View Bishop and Green permanent injunction here.

    A federal court in Michigan issued a permanent injunction on Friday against Detroit-area tax return preparers Alicia Bishop and Tenisha Green, permanently barring them from preparing federal tax returns for others.

    The court previously barred Alicia Qualls, Michael Turner, and Constance Stewart from preparing federal tax returns for others by judgments entered on March 3. By judgment dated Dec. 16, 2024, the court also barred the business for which all of the preparers worked, United Tax Team Inc., and United Tax Team’s incorporator, Glen Hurst, from preparing federal tax returns for others. Hurst, United Tax Team, Qualls, Turner, and Stewart consented to entry of the judgments against them.

    According to the civil complaint, Hurst incorporated United Tax Team in 2016, was its sole shareholder and corporate officer, and hired the return preparers who work at United Tax Team —including Qualls, Bishop, Green, Turner, and Stewart — who each worked as tax return preparers at United Tax Team locations in the Detroit area and prepared returns for customers that included false information not provided by the customer.

    The civil complaint alleges that that the defendants used a variety of schemes to improperly reduce their customers’ tax liabilities or to obtain tax refunds to which the customers were not entitled. Specifically, the complaint alleges that Qualls, Bishop, Green, Turner, and Stewart each repeatedly placed false or incorrect items, deductions, exemptions or statuses on customers’ tax returns without their customers’ knowledge. For example, the complaint alleges that Qualls, Green, Turner, and Stewart fabricated Schedule C businesses to report fictitious business expenses and income to improperly reduce overall taxable income for some customers. The complaint also alleges that Bishop and Green fabricated education expenses on customer returns to falsely add tax credits; that Bishop and Stewart improperly claimed COVID-19 Relief tax credits for some customers; that Qualls and Turner improperly claimed head-of-household status for customers who did not qualify for such status to falsely reduce some customers’ tax liabilities; and that Stewart claimed fictious child and dependent care expenses for some customers.

    Taxpayers seeking a return preparer should remain vigilant against unscrupulous tax preparers. The IRS has information on its website for choosing a tax return preparer and has launched a free directory of federal tax preparers. The IRS also offers 10 tips to avoid tax season fraud and ways to safeguard their personal information.

    In the past decade, the Justice Department’s Tax Division has obtained injunctions against hundreds of unscrupulous tax preparers. Information about these cases is available on the Justice Department’s website. An alphabetical listing of persons enjoined from preparing returns and promoting tax schemes can be found on this page. If you believe that one of the enjoined persons or businesses may be violating an injunction, please contact the Tax Division with details.

    MIL Security OSI –

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

    Dorad Financial Highlights

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

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

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

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

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

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

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

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

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

    Information Relating to Forward-Looking Statements

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

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

    Dorad Energy Ltd.

    Statements of Financial Position

      December 31 December 31
    2024 2023
    NIS thousands NIS thousands
    Current assets    
    Cash and cash equivalents 846,565 219,246
    Trade receivables and accrued income 185,625 211,866
    Other receivables 32,400 12,095
    Total current assets 1,064,590 443,207
         
         
    Restricted deposits 531,569 522,319
    Long- term Prepaid expenses 79,739 30,053
    Fixed assets 2,697,592 3,106,550
    Intangible assets 9,688 7,653
    Right of use assets 54,199 55,390
    Total non-current assets 3,372,787 3,721,965
         
    Total assets 4,437,377 4,165,172
         
         
    Current maturities of loans from banks 321,805 299,203
    Current maturities of lease liabilities 4,887 4,787
    Current tax liabilities 14,016 –
    Trade payables 168,637 166,089
    Other payables 14,971 31,446
    Total current liabilities 524,316 501,525
         
         
    Loans from banks 1,750,457 1,995,909
    Other long-term liabilities 60,987 12,943
    Long-term lease liabilities 46,809 47,618
    Provision for restoration and decommissioning 38,102 38,985
    Deferred tax liabilities 399,282 278,095
    Liabilities for employee benefits, net 160 160
    Total non-current liabilities 2,295,797 2,373,710
         
    Equity    
    Share capital 11 11
    Share premium 642,199 642,199
    Capital reserve for activities with shareholders 3,748 3,748
    Retained earnings 971,306 643,979
         
    Total equity 1,617,264 1,289,937
         
    Total liabilities and equity 4,437,377 4,165,172
         

    Dorad Energy Ltd.

    Statements of Profit or Loss

      2024 2023 2022
    NIS thousands NIS thousands NIS thousands
    Revenues 2,863,770 2,722,396 2,369,220
           
    Operating costs of the power plant      
    Energy costs 574,572 583,112 544,118
    Purchases of electricity and infrastructure services 1,372,618 1,244,646 1,088,127
    Depreciation and amortization 106,266 242,104 239,115
    Other operating costs 190,027 186,024 157,189
           
    Total operating costs of the power plant 2,243,483 2,255,886 2,028,549
           
    Profit from operating the power plant 620,287 466,510 340,671
           
    General and administrative expenses 23,929 27,668 24,066
    Other income 58 39 –
           
    Operating profit 596,416 438,881 316,605
           
    Financing income 184,939 45,286 52,131
    Financing expenses 193,825 209,773 271,116
           
    Financing expenses, net 8,886 164,487 218,985
           
    Profit before taxes on income 587,530 274,394 97,620
           
    Taxes on income 135,203 63,079 22,340
           
    Net profit for the year 452,327 211,315 75,280

    Dorad Energy Ltd.

    Statements of Changes in Shareholders’ Equity

          Capital    
        reserve for    
        activities with    
      Share controlling Retained  
    Share capital premium shareholders earnings Total
    NIS thousands NIS thousands NIS thousands NIS thousands NIS thousands
    For the year ended December 31, 2024          
               
    Balance as at January 1, 2024 11  642,199  3,748 643,979   1,289,937  
               
    Dividend distributed – – – (125,000 ) (125,000 )
    Net profit for the year – – – 452,327   452,327  
               
    Balance as at December 31, 2024 11 642,199 3,748 971,306   1,617,264  
    For the year ended December 31, 2023          
               
    Balance as at January 1, 2023 11 642,199 3,748 572,664   1,218,622  
               
    Dividend distributed – – – (140,000 ) (140,000 )
    Net profit for the year – – – 211,315   211,315  
               
    Balance as at December 31, 2023 11 642,199 3,748 643,979   1,289,937  
    For the year ended December 31, 2022          
               
    Balance as at January 1, 2022 11 642,199 3,748 497,384 1,143,342
               
    Net profit for the year – – – 75,280 75,280
               
    Balance as at December 31, 2022 11 642,199 3,748 572,664 1,218,622

    Dorad Energy Ltd.

    Statements of Cash Flows

      2024   2023   2022  
    NIS thousands NIS thousands NIS thousands
    Cash flows from operating activities:      
    Profit for the year 452,327   211,315   75,280  
    Adjustments:      
    Depreciation, amortization, and diesel consumption 121,664   245,566   242,345  
    Taxes on income 135,203   63,079   22,340  
    Financing expenses, net 8,886   164,487   218,985  
      265,753   473,132   483,670  
           
    Change in trade receivables and accrued income 26,241   26,715   9,991  
    Change in other receivables (20,951 ) 20,714   7,480  
    Change in trade payables (10,361 ) (115,976 ) (127,907 )
    Change in other payables (3,481 ) 2,507   4,339  
    Change in other long-term liabilities (3,661 ) (4,586 ) 1,695  
       (12,213 ) (70,626 ) (104,402 )
    Taxes on income paid –   –   (21,795 )
           
    Net cash from operating activities 705,867   613,821   432,753  
           
    Cash flows from investing activities:      
    Proceeds from settlement of financial derivatives 1,548   8,884   13,652  
    Decrease in long-term restricted deposits 17,500   40,887   –  
    Investment in fixed assets (44,132 ) (102,082 ) (110,715 )
    Proceeds from arbitration 337,905   –   –  
    Proceeds from insurance for damages to fixed assets 5,148   –   –  
    Investment in intangible assets (4,054 ) (3,162 ) (1,810 )
    Interest received 42,221   33,501   6,433  
    Net cash from )used in( investing activities 356,136   (21,972 ) (92,440 )
           
    Cash flows from financing activities:      
    Repayment of lease liability (4,984 ) (4,817 ) (4,726 )
    Repayment of loans from banks (284,570 ) (253,382 ) (255,705 )
    Dividends paid (142,500 ) (122,500 ) –  
    Interest paid (129,957 ) (151,220 ) (159,804 )
    Proceeds from arbitration 127,195   –   –  
           
    Net cash used in financing activities (434,816 ) (531,919 ) (420,235 )
           
    Net increase (decrease) in cash and cash equivalents 627,187   59,930   (79,922 )
           
    Effect of exchange rate fluctuations on cash and      
    cash equivalents 132   7,835   29,543  
    Cash and cash equivalents at beginning of year 219,246   151,481   201,860  
           
    Cash and cash equivalents at end of year 846,565   219,246   151,481  
    (a) Significant non-cash activity  
       
    Liability for gas agreements 56,208   –   –  

                                      

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

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

    Fourth Quarter 2024 and Recent Operational Highlights

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

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

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

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

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

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

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

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

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

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

    Full Year 2024 Financial Results

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

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

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

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

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

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

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

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

    Management Commentary

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

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

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

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

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

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

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

    Forward- Looking Statements

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

    DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS
           
           
      For the Years Ended
      December 31,
      2024   2023
           
    REVENUES:      
    Technology systems $ 2,252,357     $ 3,618,022  
    Services and consulting   5,028,528       3,853,176  
           
    Total Revenues   7,280,885       7,471,198  
           
    COST OF REVENUES:      
    Technology systems   2,818,078       4,352,247  
    Services and consulting   3,993,592       1,810,070  
           
    Total Cost of Revenues   6,811,670       6,162,317  
           
    GROSS MARGIN   469,215       1,308,881  
           
    OPERATING EXPENSES:      
    Sales and marketing   2,138,431       1,493,309  
    Research and development   1,531,390       1,812,951  
    General and administration   7,782,920       9,449,187  
           
    Total Operating Expenses   11,452,741       12,755,447  
           
    LOSS FROM OPERATIONS   (10,983,526 )     (11,446,566 )
           
    OTHER INCOME (EXPENSES):      
    Interest expense   (286,114 )     (7,159 )
    Change in fair value of warrant liabilities   245,980       0  
    Gain on extinguishment of warrant liabilities   379,626       0  
    Other income, net   (120,423 )     212,007  
           
    Total Other Income (Expenses), net   219,069       204,848  
           
    NET LOSS $ (10,764,457 )   $ (11,241,718 )
           
           
    Basic and Diluted Net Loss Per Share $ (1.39 )   $ (1.56 )
           
           
    Weighted Average Shares-Basic and Diluted   7,736,281       7,204,177  
           
    DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS
         
             
        December 31,   December 31,
        2024   2023
             
    ASSETS      
    CURRENT ASSETS:      
      Cash $ 6,266,296     $ 2,441,842  
      Accounts receivable, net   403,441       1,462,463  
      Contract assets   635,774       641,947  
      Inventory   605,356       1,526,165  
      Prepaid expenses and other current assets   176,338       184,478  
      Note Receivable, net   –       –  
             
      Total Current Assets   8,087,205       6,256,895  
             
      Inventory – non current   196,315       –  
      Property and equipment, net   2,771,779       726,507  
      Operating lease right of use asset – Office Lease   4,028,397       4,373,155  
      Financing lease right of use asset – Edge Data Centers   2,019,180       –  
      Security deposit   500,000       550,000  
             
    OTHER ASSETS:      
      Equity Investment – Sawgrass APR Holdings LLC   7,233,000       –  
      Intangible Asset, net   9,592,118       –  
      Note Receivable, net   –       153,750  
      Patents and trademarks, net   127,300       129,140  
      Software development costs, net   403,383       652,838  
      Total Other Assets   17,355,800       935,728  
             
    TOTAL ASSETS $ 34,958,677     $ 12,842,285  
             
    LIABILITIES AND STOCKHOLDERS’ EQUITY      
             
    CURRENT LIABILITIES:      
      Accounts payable $ 969,822     $ 595,634  
      Notes payable – financing agreements   17,072       41,976  
      Accrued expenses   373,251       164,113  
      Operating lease obligations – Office Lease -current portion   798,556       779,087  
      Financing lease obligation – Edge Data Centers – current portion   367,451       –  
      Notes payable, net of discount – related parties   1,758,396       –  
      Contract liabilities, current   11,805,018       1,666,243  
             
      Total Current Liabilities   16,089,566       3,247,053  
             
      Contract liabilities, less current portion   11,016,134       –  
      Operating lease obligations – Office Lease, less current portion   3,867,042       4,228,718  
      Financing lease obligation – Edge Data Centers, less current portion   1,724,604       –  
             
      Total Liabilities   32,697,346       7,475,771  
             
    Commitments and Contingencies (Note 12)      
             
    STOCKHOLDERS’ EQUITY:      
      Preferred stock: $0.001 par value, 10,000,000 authorized, 9,441,000 shares available to be designated    
      Series A redeemable convertible preferred stock, $10 stated value per share,   –       –  
      500,000 shares designated; 0 and 0 issued and outstanding at December 31, 2024 and December 31, 2023, respectively,
      convertible into common stock at $6.30 per share      
      Series B convertible preferred stock, $1,000 stated value per share,   –       –  
      15,000 shares designated; 0 and 0 issued and outstanding at December 31, 2024    
      and December 31, 2023, respectively, convertible into common stock at $7 per share    
      Series C convertible preferred stock, $1,000 stated value per share,   –       –  
      5,000 shares designated; 0 and 0 issued      
      and outstanding at December 31, 2024 and December 31, 2023, respectively,      
      convertible into common stock at $5.50 per share      
      Series D convertible preferred stock, $1,000 stated value per share,   1       1  
      4,000 shares designated; 1,299 and 1,299 issued      
      and outstanding at December 31, 2024 and December 31, 2023, respectively,      
      convertible into common stock at $3.00 per share      
      Series E convertible preferred stock, $1,000 stated value per share,      
      30,000 shares designated; 13,500 and 11,500 issued      
      and outstanding at December 31, 2024 and December 31, 2023, respectively,   14       12  
      convertible into common stock at $2.61 and $3.00 per share, respectively,      
      Series F convertible preferred stock, $1,000 stated value per share,      
      5,000 shares designated; 0 and 0 issued      
      and outstanding at December 31, 2024 and December 31, 2023, respectively,   –       –  
      convertible into common stock at $6.20 per share      
             
      Common stock: $0.001 par value; 500,000,000 shares authorized,      
      8,922,576 and 7,306,663 shares issued, 8,921,252 and 7,305,339   8,921       7,306  
      shares outstanding at December 31, 2024 and December 31, 2023, respectively    
      Additional paid-in-capital   76,777,856       69,120,199  
      Accumulated deficit   (74,368,009 )     (63,603,552 )
      Sub-total   2,418,783       5,523,966  
      Less: Treasury stock (1,324 shares of common stock      
      at December 31, 2024 and December 31, 2023)   (157,452 )     (157,452 )
    Total Stockholders’ Equity   2,261,331       5,366,514  
             
    Total Liabilities and Stockholders’ Equity $ 34,958,677     $ 12,842,285  
             
    DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF CASH FLOWS
     
      For the Years Ended
      December 31,
       2024     2023 
           
    Cash from operating activities:      
    Net loss $ (10,764,457 )   $ (11,241,718 )
    Adjustments to reconcile net loss to net cash used in operating activities:      
    Depreciation and amortization   2,161,722       550,201  
    Stock based compensation   108,981       710,047  
    Stock issued for services   165,000       143,065  
    Amortization of debt discount related to warrant liabilities   184,002       –  
    Fair value of warrant liabilities   (245,980 )     –  
    Gain on settlement of warrant liabilities   (379,626 )     –  
    Amortization of operating lease right of use asset – Office Lease   344,757       316,776  
    Amortization of lease right of use asset – Edge Data Centers   50,820       –  
    Provision for credit losses, accounts receivable   76,037       –  
    Provision for credit losses, note receivable   161,250       –  
    Write off of inventory   126,703       –  
    Changes in assets and liabilities:      
       Accounts receivable   982,985       1,955,800  
       Note receivable   (7,500 )     (153,750 )
       Contract assets   6,173       (216,225 )
       Inventory   52,700       (97,804 )
       Security deposit   50,000       50,000  
       Prepaid expenses and other current assets   414,091       744,771  
       Accounts payable   374,188       (1,694,756 )
       Accrued expenses   209,138       (289,209 )
       Operating lease obligation – Office Lease   (342,206 )     (232,007 )
       Lease obligation – Edge Data Centers   22,055       –  
       Contract liabilities   2,760,480       708,245  
           
    Net cash used in operating activities   (3,488,687 )     (8,746,564 )
           
    Cash flows from investing activities:      
        Purchase of patents/trademarks   (9,535 )     (69,327 )
        Purchase of software development   –       (527,896 )
        Purchase of fixed assets   (1,831,763 )     (496,686 )
           
    Net cash used in investing activities   (1,841,298 )     (1,093,909 )
           
    Cash flows from financing activities:      
       Repayments on financing agreements   (430,855 )     (520,529 )
       Repayment of finance lease   –       (22,851 )
       Proceeds from notes payable, related parties   2,200,000       –  
       Proceeds from warrant exercises   899,521       –  
       Proceeds from common stock issued   3,544,689       –  
       Stock issuance cost   (220,183 )     (25,797 )
       Proceeds from shares issued under Employee Stock Purchase Plan   166,265       230,400  
       Proceeds from preferred stock issued   2,995,002       11,500,000  
           
    Net cash provided by financing activities   9,154,439       11,161,223  
           
    Net increase in cash   3,824,454       1,320,750  
    Cash, beginning of year   2,441,842       1,121,092  
    Cash, end of year $ 6,266,296     $ 2,441,842  
           
    Supplemental Disclosure of Cash Flow Information:      
    Interest paid $ 3,865     $ 7,159  
    Taxes paid $ 20,126     $ 29,085  
           
    Supplemental Non-Cash Investing and Financing Activities:      
    Debt discount for warrant liability $ 625,606     $ –  
    Notes issued for financing of insurance premiums $ 434,883     $ 487,929  
    Transfer of inventory to fixed assets $ 545,091     $ –  
    Intangible asset acquired with contract liability $ 11,161,428     $ –  
    Equity Investment – Sawgrass APR Holdings LLC $ 7,233,000     $ –  
    Right of use asset and liability for Edge Data Centers $ 2,070,000     $ –  
           

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

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

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

    Fiscal Year 2024 and Recent Company Highlights:

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

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

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

    Management Commentary

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

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

    About AleAnna

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

    Forward-Looking Statements

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

    Investor Relations Contact
    Bill Dirks
    wkdirks@aleannagroup.com

    Website
    https://www.aleannainc.com/

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

      For the Year Ended December 31,  
      2024     2023  
               
    Revenues $ 1,420,030     $ –  
               
    Operating expenses:          
    Cost of revenues $ 1,043,174     $ –  
    General and administrative   6,264,087       5,634,150  
    Depreciation   133,516       –  
    Accretion of asset retirement obligation   133,239       133,239  
    Business Combination transaction expenses   8,398,653       –  
    Total operating expenses   15,972,669       5,767,389  
               
    Operating loss   (14,552,639 )     (5,767,389 )
               
    Other income (expense):          
    Interest and other income (expense)   1,948,281       (102,041 )
    Change in fair value of derivative liability   173,177       708,869  
    Total other income (expense)   2,121,458       606,828  
    Net loss $ (12,431,181 )   $ (5,160,561 )
    Deemed dividend to Class 1 Preferred Units redemption value   (155,423,177 )     (53,219,200 )
    Net loss attributable to noncontrolling interests   87,511       –  
    Net loss attributable to Class A Common stockholders or holders of Common Member Units $ (167,766,847 )   $ (58,379,761 )
               
    Other comprehensive income (loss)          
    Currency translation adjustment   (1,548,154 )     218,908  
    Comprehensive loss   (13,979,335 )     (4,941,653 )
    Comprehensive loss attributable to noncontrolling interests   87,511       –  
    Total comprehensive loss attributable to Class A Common stockholders $ (13,891,824 )   $ (4,941,653 )
               
    Weighted average shares of Class A Common Stock outstanding, basic and diluted   38,286,170       31,643,646  
    Net loss per share of Class A Common Stock, basic and diluted $ (4.38 )   $ (1.84 )

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

      December 31, 2024     December 31, 2023  
    ASSETS          
    Current Assets:          
    Cash and cash equivalents $ 28,330,159     $ 6,759,265  
    Accounts receivable   1,225,297       –  
    Prepaid expenses and other assets   1,666,155       27,485  
    Total Current Assets   31,221,611       6,786,750  
               
    Non-current assets:          
    Natural gas and other properties, successful efforts method   33,979,014       22,480,830  
    Renewable natural gas properties, net of accumulated depreciation of $132,094   9,296,039       –  
    Value-added tax refund receivable   6,845,030       4,425,353  
    Operating lease right-of-use assets   1,744,897       –  
    Total Non-current Assets   51,864,980       26,906,183  
    Total Assets $ 83,086,591     $ 33,692,933  
               
    LIABILITIES AND EQUITY          
    Current Liabilities:          
    Accounts payable and accrued expenses $ 2,204,208     $ 1,053,819  
    Related party payables   –       525,276  
    Lease liability, short-term   163,865       –  
    Derivative liability, at fair value   –       173,177  
    Total Current Liabilities   2,368,073       1,752,272  
               
    Non-current Liabilities:          
    Asset retirement obligation   4,375,919       4,242,680  
    Lease liability, long-term   1,579,443       –  
    Contingent consideration liability, long-term   24,994,315       26,482,682  
    Total Non-current Liabilities   30,949,677       30,725,362  
    Total Liabilities   33,317,750       32,477,634  
               
    Commitments and Contingencies (Note 6)          
               
    Temporary Equity:          
    Class 1 Preferred Units, no par value, 43,611 units authorized, issued and outstanding; liquidation preference $152,637,776 as of December 31, 2023   –       152,464,599  
               
    Stockholders’ and Members’ Equity:          
    Class A Common Stock, par value $0.0001 per share, 150,000,000 shares authorized, 40,560,433 shares issued and outstanding as of December 31, 2024   4,056       –  
    Class C Common Stock, par value $0.0001 per share, 70,000,000 shares authorized, 25,994,400 shares issued and outstanding as of December 31, 2024   2,599       –  
    Additional paid-in capital   226,722,424       –  
    Accumulated other comprehensive loss   (5,803,378 )     (4,859,933 )
    Accumulated deficit   (191,047,953 )     (146,389,367 )
    Noncontrolling interest   19,891,093       –  
    Total Equity (Deficit)   49,768,841       (151,249,300 )
    Total Liabilities and Equity $ 83,086,591     $ 33,692,933  
               

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

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

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

    Fourth Quarter 2024 Key Highlights Compared to Prior Year Period

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

    Full Year 2024 Key Highlights Compared to 2023

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

    Liquidity and Capital

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

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

    About Binah Capital Group

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

    For more, please visit: www.binahcap.com

    Contact:

    Binah Capital Investor Relations
    ir@binahcap.com

    Binah Capital Public Relations
    media@binahcap.com

    Non-GAAP Financial Measure

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

    Forward-Looking Statements

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

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

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

    Binah Capital Group Consolidated Balance Sheet

     
    BINAH CAPITAL GROUP, INC.
    CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
    DECEMBER 31, 2024 AND 2023
     
    (in thousands, except share amounts)
                   
        2024   2023
    ASSETS              
    Assets:              
    Cash, cash equivalents and restricted cash   $ 8,486     $ 7,621  
    Receivables, net:              
    Commissions receivable     9,198       8,220  
    Due from clearing broker     873       631  
    Other     938       1,587  
    Property and equipment, net     599       974  
    Right of use assets     3,730       4,332  
    Intangible assets, net     1,021       1,580  
    Goodwill     39,839       39,839  
    Other assets     1,993       2,626  
                   
    TOTAL ASSETS   $ 66,677     $ 67,410  
                   
                   
    LIABILITIES AND STOCKHOLDERS’ EQUITY              
                   
    Liabilities:              
    Accounts payable, accrued expenses and other liabilities   $ 10,208     $ 9,082  
    Commissions payable     11,468       10,676  
    Operating lease liabilities     3,820       4,381  
    Notes payable, net of unamortized debt issuance costs of $739 and $645 as of December 31, 2024 and 2023, respectively     19,561       20,822  
    Promissory notes-affiliates     5,442       12,177  
    Due to members     —       5,169  
                   
    TOTAL LIABILITIES     50,499       62,307  
                   
    Mezzanine Equity:              
    Redeemable Series A Convertible Preferred Stock, par value $0.0001, 2,000,000 shares authorized, 1,555,000 shares outstanding at December 31, 2024     14,947       —  
    Stockholders’ Equity and Members’ Equity:              
    Series B Convertible Preferred Stock, par value $0.0001, 500,000 shares authorized, 150,000 shares outstanding at December 31, 2024     1,500       —  
    Common stock, $0.0001 par value, 55,000,000 authorized, 16,602,460 issued and outstanding at December 31, 2024     —       —  
    Additional paid-in-capital     22,984       —  
    Accumulated deficit     (23,253 )     —  
    Members’ Equity attributed to Legacy BMS Management Services LLC     —       5,103  
    Total Stockholders’ Equity, Mezzanine Equity and Members’ Equity Attributable to BMS Management Services LLC     16,178       5,103  
                   
    TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY   $ 66,677     $ 67,410  
                     

    Binah Capital Group Consolidated Statement of Operations

     
    BINAH CAPITAL GROUP, INC.
    CONSOLIDATED STATEMENTS OF OPERATIONS
    FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
    (in thousands, except per share amounts)
                 
        2024   2023
    Revenues:            
    Revenue from Contracts with Customers:            
    Commissions   $ 139,452     $ 138,191  
    Advisory fees     24,939       21,668  
    Total Revenue from Contracts with Customers     164,391       159,859  
    Interest and other income     4,512       8,096  
                 
    Total revenues     168,903       167,955  
                 
    Expenses:            
    Commissions and fees     136,932       136,169  
    Employee compensation and benefits     15,544       13,385  
    Rent and occupancy     1,150       1,189  
    Professional fees     6,971       4,709  
    Technology fees     1,292       2,457  
    Interest     4,026       5,119  
    Depreciation and amortization     1,019       1,216  
    Other     5,116       3,225  
                 
    Total expenses     172,050       167,469  
                 
    (Loss) income before provision for income taxes     (3,147 )     486  
                 
    Provision (benefit) for income taxes     1,415       (85 )
                 
    Net (loss) income   $ (4,562 )   $ 571  
                 
    Net income attributable to Legacy BMS Management Services LLC members     730       —  
                 
    Net loss attributable to Binah Capital Group, Inc.   $ (5,292 )     —  
                 
    Net loss per share basic and diluted   $ (0.32 )     —  
                 
    Weighted average shares basic and diluted     16,593       —  
                     

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

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

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

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

    The MIL Network –

  • MIL-OSI: Wrap Technologies, Inc. Reports Fourth Quarter and Full Year 2024 Results

    Source: GlobeNewswire (MIL-OSI)

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

    Q4 2024 Financial Results:

    • Revenue increased 47%, from $0.6 million in 2023 to $0.9 million in 2024.
    • Gross Profit improved by $0.7 million, rising from $(0.3) million in 2023 to $0.4million in 2024
    • Total Operating Expenses decreased 21%, from $6.3million in 2023 to $5.0million in 2024
    • Sales, General & Administrative (SG&A) Expenses declined 19%, from $5.8million in 2023 to $4.7million in 2024
    • Net Loss from Operations improved by $10.8million, decreasing from $(18.4) million in 2023 to $(7.6) million in 2024

    2024 Financial Results:

    • Revenue was $4.5 million in 2024, down 27% from $6.1million in 2023.
    • Cost of Revenue decreased 37%, from $3.2million in 2023 to $2.0million in 2024.
    • Gross Margin increased by over 7 percentage points, rising from 47% to over 54%.
    • Operating Loss improved 17%, decreasing from $(18.7) million in 2023 to $(15.6) million in 2024,
    • Net Loss improved 81%, from $(30.2) million in 2023 to $(5.9) million in 2024,

    Recent Operational Highlights:

    • October 2024: Wrap regained compliance with Nasdaq’s continued listing requirements.
    • November 2024: announced Wrap’s Go-Forward Strategy, including a new advanced manufacturing facility in Wise, Virginia, focused on innovation, job creation, and expanding Wrap’s presence in defense, education and public safety markets.
    • February 2025: introduced Wrap’s Managed Safety and Response (MSR) connected ecosystem, bringing together tools, technology and training to deliver real-time, integrated public safety support.
    • February 2025: acquired W1 Global, LLC, integrating former FBI, DEA, and DoD leadership into Wrap’s organization and enhancing its ability to deliver Made-in-America, end-to-end public safety and defense solutions.
    • February 2025: closed a $5.8 million private placement of the Company’s securities to support the execution of its go-forward strategy.
    • March 2025: expanded Wrap’s leadership in managed services with the addition of Joseph Bonavolonta, a 27-year FBI veteran, and Rob Heuchling, a 15-year FBI career, to scale the Company’s support offerings.
    • March 2025: appointed Stephen M. Renna, former Executive at the Export-Import Bank of the United States, to lead Wrap’s international growth and financing strategy, strengthening its global expansion efforts.

    2024 Management Commentary Summary:

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

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

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

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

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

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

    Key priorities for 2025 include:

    • Scaling Integrated Solutions: we expect to continue expanding beyond the BolaWrap into a full ecosystem of de-escalation tools, including training, VR simulation, and more.
    • Global Growth: we are leveraging U.S. government partnerships and resources (e.g., EXIM Bank, DoD) to support our international strategy. Several late-stage international deals are in motion, and we anticipate converting those into significant revenue opportunities.
    • Federal and Strategic Engagements: our recent additions to the team opens the door to U.S. federal funding programs and public safety initiatives, which we believe enables Wrap to serve as a trusted vendor for government-backed public safety efforts globally.
    • Innovation: the expanded talent bench is expected to provide new capabilities in high-trust, high-security sectors. We plan to productize and monetize these capabilities through partnerships, contracts and services.
    • Performance and Accountability: we are building a culture that rewards execution with compensation structures dependent upon results. We expect KPIs around product deployment, training efficacy, customer satisfaction and recurring revenue will guide our actions and investments.

    We believe the public safety market is at an inflection point, and believe that Wrap is positioned to lead a new era of non-lethal policing solutions. We believe our value proposition is more relevant than ever—officers and agencies need tools that de-escalate situations without force and communities are demanding safer outcomes.

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

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

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

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

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

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

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

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

    The MIL Network –

  • MIL-OSI: FSI ANNOUNCES FULL YEAR, 2024 FINANCIAL RESULTS

    Source: GlobeNewswire (MIL-OSI)

    A Conference call is scheduled for Tuesday April 1st, 2025, 11:00am Eastern Time

    See dial in number below

    TABER, ALBERTA, March 31, 2025 (GLOBE NEWSWIRE) — FLEXIBLE SOLUTIONS INTERNATIONAL, INC. (NYSE-AMERICAN: FSI), is the developer and manufacturer of biodegradable polymers for oil extraction, detergent ingredients and water treatment as well as crop nutrient availability chemistry. Flexible Solutions also manufactures biodegradable and environmentally safe water and energy conservation technologies. In addition, FSI is increasing its presense in the food and nutrition supplement manufacturing markets. Today the Company announces financial results for full year ended December 31, 2024.

    Mr. Daniel B. O’Brien, CEO, states, “2024 was a significant improvement over 2023. Net income was up and non-GAAP cash flow improved even more. Of particular note is the assessment of a temporary loss of $385 thousand related to our sale of units in the Florida LLC which reduced net income by 3 cents even though the full term of the sale will result in a large profit.”

    Mr. O’Brien continues, “During 2024, we progressed toward potential purchase orders that could increase our revenue by Q4 2025 and could increase our 2026 revenue significantly. We have also taken concrete steps to limit the effects of tariffs on our international sales, which we hope will generate growth in the next two years and we increased our efforts to recover the rebates of previously paid tariffs that are due to us.”

    • Sales for the Full Year were $38,234,860 compared to sales of $38,324,806 in the corresponding period a year ago.
    • Full Year, 2024 net income was $3,038,529 or $0.24 per share, compared to a net income of $2,775,864, or $0.22 per share, in Full Year, 2023.
    • Basic weighted average shares used in computing earnings per share amounts were 12,454,957 and 12,434,886 for full year, 2024 and full year, 2023 respectively.
    • 2024 Non-GAAP operating cash flow: The Company shows 12 months operating cash flow of $7,082,952, or $0.57 per share. This compares with operating cash flow of $4,604,320, or $0.37 per share, in the corresponding 12 months of 2023 (see the table that follows for details of these calculations).

    The NanoChem division and ENP subsidiary continue to be the dominant sources of revenue and cash flow for the Company. New opportunities continue to unfold in detergent, water treatment, oil field extraction, turf, ornamental and agricultural use to further increase sales in these divisions. More recently, opportunities in the food and nutrition supplement manufacturing markets have emerged.

    Conference call

    Due to business travel obligations a conference call has been scheduled for 11:00 am Eastern Time, 8:00 am Pacific Time, on Tuesday April 1st, 2025. CEO, Dan O’Brien will be presenting and answering questions on the conference call. To participate in this call please dial 1-888-999-5318 (or 1-848-280-6460) just prior to the scheduled call time. To join the call participants will be requested to give their name and company affiliation. The conference_ID: SOLUTIONS and/or call title Flexible Solutions International ‑ Full Year 2024 Financials may be requested

    Note: The above information and following table contain supplemental information regarding income and cash flow from operations for the period ended December 31, 2024. Adjustments to exclude depreciation, stock option expenses and one time charges are given. This financial information is a Non-GAAP financial measure as defined by SEC regulation G. The GAAP financial measure most directly comparable is net income.

    The reconciliation of each Non-GAAP financial measure is as follows:

    FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
    Consolidated Statement of Operations
    For Full Year Ended December 31 (12 Months Operating Cash Flow)
    (Unaudited)

        12 months ended December 31  
        2024     2023  
    Revenue   $ 38,234,860     $ 38,324,806  
    Income (loss) before income tax – GAAP   $ 4,952,800     $ 3,623,250  
    Provision for Income tax(recovery) – net – GAAP   $ 851,211     $ (132,735 )
    Net income (loss) – GAAP   $ 3,038,529     $ 2,775,864  
    Net income (loss) per common share – basic. – GAAP   $ 0.24     $ 0.22  
    12 month weighted average shares used in computing per share amounts – basic.- GAAP     12,454,957       12,434,886  
          12 month Operating Cash Flow
    Ended December 31    		  
    Operating Cash Flow (12 months). NON-GAAP   $ 7,082,952 a,b,c   $ 4,604,320 a,b,c
    Operating Cash Flow per share excluding non-operating items and items not related to current operations (12 months) – basic. –NON-GAAP   $ 0.57 a,b,c   $ 0.37 a,b,c
    Non-cash Adjustments (12 month) –GAAP   $   2,630,606 d   $ 2,081,399 d
    Shares (12 month basic weighted average) used in computing per share amounts – basic –GAAP     12,454,957       12,434,886  


    Notes    : certain items not related to “operations” of the Company’s net income are listed below.

    a) Non-GAAP – Flexible Solutions International owns 65% of ENP and 80% of 317 Mendota. Therefore Operating Cash Flow is adjusted by the pre tax Net income or loss of the non-controlling interest(minority interest) in both entities. A pretax minority interest number now appears in the financials for full year 2023 and future years.
    b) Non-GAAP – amounts exclude certain cash and non-cash items: Depreciation and Stock compensation expense (2024 = $2,630,606, 2023 = $2,081,399), Interest expense (2024 = $610,265, 2023 = $498,666), Interest income (2024 = $196,464, 2023 = $113,809), Gain on investment (2024 = $245,631, 2023 = 505,065), Loss on sale of investment (2024 = $353,076, 2023 = N/A), Loss on lease termination (2024 = $41,350, 2023 = N/A) Deferred income tax (expense) benefit (2024 = $(146,767), 2023 = $250,917), Current Income tax expense (2024 = $704,444, 2023 = $118,182), and pretax Net income attributable to non-controlling interests (2024 = $1,063,060, 2023 = $980,121) are removed to arrive at Operating Cash Flow. Although included in operating expenses these expenditures were not related to operations of FSI. *See the financial statements for all adjustments.
    c) The revenue and gain from the investment in the private Florida LLC announced in January 2019 are not treated as revenue or profit from operations by Flexible Solutions. The profit is treated as investment income and therefore occurs below Operating income in the Statement of Operations. As a result, the gains from all investments (2024 – 245,631, 2023 = $505,065), including those from the Florida LLC, are removed from the calculation to arrive at Operating Cash Flow.
    d) Non-GAAP – amounts represent depreciation and stock compensation expense.

    Safe Harbor Provision

    The Private Securities Litigation Reform Act of 1995 provides a “Safe Harbor” for forward-looking statements. Certain of the statements contained herein, which are not historical facts, are forward looking statement with respect to events, the occurrence of which involve risks and uncertainties. These forward-looking statements may be impacted, either positively or negatively, by various factors. Information concerning potential factors that could affect the company is detailed from time to time in the company’s reports filed with the Securities and Exchange Commission.

    Flexible Solutions International
    6001 54thAve, Taber, Alberta, CANADA T1G 1X4
    Company Contacts

    Jason Bloom
    Toll Free: 800 661 3560
    Fax: 403 223 2905
    E-mail: info@flexiblesolutions.com

                                            
    If you have received this news release by mistake or if you would like to be removed from our update list please reply to: info@flexiblesolutions.com

    To find out more information about Flexible Solutions and our products, please visit www.flexiblesolutions.com.

    The MIL Network –

  • MIL-OSI: ESO Earns NERIS V1 Compatibility Badge, Ensuring Compliance, Continuity for Fire Incident Customers

    Source: GlobeNewswire (MIL-OSI)

    AUSTIN, Texas, March 31, 2025 (GLOBE NEWSWIRE) — ESO, a leading data services and software provider for EMS, fire departments, hospitals, and state and federal agencies, today announced it is one of the first software providers to earn the compatibility badge for the National Emergency Response Information System V1 (NERIS) through the Fire Safety Research Institute (FSRI).

    As one of the first software providers to earn the NERIS V1 Compatible Badge, ESO’s Fire Incident application meets all new compliance requirements under NERIS while maintaining its focus on ease of use, data accuracy and intuitive reporting. Rolling out in 2026, NERIS is set to replace the National Fire Incident Reporting System (NFIRS) and marks the most significant update to national standardized reporting for fire departments in decades.

    “NERIS represents a tremendous opportunity to unite fire incident reporting under a newer, more modern data standard,” said Tom Jenkins, senior advisory and research manager at FSRI. “Fire departments’ ability to easily collect, report and gather insights from incident data is as important to their own decision-making as it is to overall community safety. Compliant third-party technology providers play a critical role in making that possible.”

    As part of its ongoing commitment to empower fire departments with industry-leading data and software tools, ESO has been working closely with FSRI for more than a year to provide the documentation and technical specifications required to earn NERIS compliance and demonstrate compatibility.

    “The impending NERIS rollout has left fire departments unsure of how to best prepare. That’s why we’ve made it a core focus to support them with the resources and technology to ensure a seamless transition,” said Sam Brown, chief operating officer at ESO. “With this NERIS-compliant update, fire departments using ESO’s Fire Incident application will gain all the benefits of a truly interoperable data platform—without the implementation headaches that come from such a comprehensive migration.”

    The NERIS update comes at no additional cost to ESO Fire Incident application customers, who will have access to onboarding and training resources as limited and general availability open throughout 2025. The application will also feature new compliant workflows and full permission sets for system administrators, while maintaining CAD file integrity and archived incident search pages.

    For more information about ESO, visit www.eso.com/fire.

    About ESO
    ESO (ESO Solutions, Inc.) is dedicated to improving community health and safety through the power of data. Since its founding in 2004, the company continues to pioneer innovative, user-friendly software to meet the changing needs of today’s EMS agencies, fire departments, hospitals, and state and federal offices. ESO currently serves thousands of customers across the globe with a broad software portfolio, including the industry-leading ESO Electronic Health Record (EHR), the next-generation ePCR; ESO Health Data Exchange (HDE), the first-of-its-kind health care interoperability platform; ESO Fire RMS, the modern fire Record Management System; ESO Patient Registry (trauma, burn and stroke registry software); and ESO State Repository. ESO is headquartered in Austin, Texas. For more information, visit www.eso.com.

    About Fire Safety Research Institute
    Fire Safety Research Institute (FSRI), part of UL Research Institutes, strives to advance fire safety knowledge and strategies in order to create safer environments. Using advanced fire science, rigorous research, extensive outreach and education in collaboration with an international network of partners, the organization imparts stakeholders with knowledge, tools, and resources that enable them to make better, more fire safe decisions that ultimately save lives and property. To learn more, visit fsri.org. Follow FSRI on Instagram, Facebook, and LinkedIn.

    Media Contact:
    For ESO,
    Hope Sander
    Red Fan Communications
    eso@redfancommunications.com
    737-280-8783

    The MIL Network –

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

    Source: Hong Kong Government special administrative region

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

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

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

         Detailed figures are shown in Tables 1 and 2.

    TABLE 1. CONSOLIDATED ACCOUNT (Note 1)
     

      Month ended
    February 28, 2025
    HK$ million    		 11 months ended
    February 28, 2025
    HK$ million
    Revenue 34,681.8 475,731.0
    Expenditure (73,142.6) (670,328.6)
         
    Deficit before issuance
    and repayment of
    Government Bonds    		 (38,460.8) (194,597.6)
         
    Proceeds received from
    issuance of
    Government Bonds    		 6,125.4 124,269.5
         
    Repayment of
    Government Bonds*    		 (46.4) (21,953.7)
         
    Deficit after issuance
    and repayment of
    Government Bonds    		 (32,381.8) (92,281.8)
         
    Financing    
    Domestic    
         Banking Sector (Note 2) 32,004.1 89,515.2
         Non-Banking Sector 377.7 2,766.6
    External – –
           
    Total 32,381.8 92,281.8
    * Being repayment of principal on Government Bonds and does not include the associated interest and other expenses.

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

    TABLE 2. FISCAL RESERVES
     

      Month ended
    February 28, 2025
    HK$ million    		 11 months ended
    February 28, 2025
    HK$ million
    Fiscal Reserves at start of period 674,685.4 734,585.4
     
    Consolidated Deficit after
    issuance and repayment of
    Government Bonds    		 (32,381.8) (92,281.8)
         
    Fiscal Reserves at end of period
    (Note 5)    		 642,303.6 642,303.6

    Notes:

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

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

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

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

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

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

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

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

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

    MIL OSI Asia Pacific News –

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

    Source: GlobeNewswire (MIL-OSI)

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

    Recent Operational Highlights:

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

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

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

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

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

    Conference Call Today

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

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

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

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

    Contact:

    INVESTORS:
    E-mail: Investors@redcat.red

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

     
    RED CAT HOLDINGS
    Condensed Consolidated Balance Sheets
     
          December 31,     April 30,
          2024       2024  
    ASSETS            
                 
    Cash   $ 9,154,297     $ 6,067,169  
    Accounts receivable, net     489,316       4,361,090  
    Inventory, including deposits     13,592,900       8,610,125  
    Intangible assets including goodwill, net     26,124,133       12,882,939  
    Equity method investee     —       5,142,500  
    Note receivable     —       4,000,000  
    Other     6,243,621       7,473,789  
                 
    TOTAL ASSETS   $ 55,604,267     $ 48,537,612  
                 
    LIABILITIES AND STOCKHOLDERS’ EQUITY            
                 
    Accounts payable and accrued expenses   $ 3,517,118     $ 2,703,922  
    Debt obligations     350,000       751,570  
    Operating lease liabilities     1,617,596       1,517,590  
    Total liabilities     5,484,714       4,973,082  
                 
    Stockholders’ capital     174,864,256       124,690,641  
    Accumulated deficit/comprehensive loss     (124,744,703 )     (81,126,111 )
    Total stockholders’ equity     50,119,553       43,564,530  
    TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   $ 55,604,267     $ 48,537,612  
     
    Condensed Consolidated Statements of Operations
     
          For the Eight
    Months Ended
    December 31,
    2024    		     For the Year
    Ended
    April 30,
    2024    		  
    Revenues     $ 4,850,304     $ 17,836,382  
                       
    Cost of goods sold       6,206,378       14,155,836  
                       
    Gross (loss) profit       (1,356,074 )     3,680,546  
                       
    Operating Expenses                  
    Research and development       6,610,980       6,266,129  
    Sales and marketing       6,321,763       5,086,600  
    General and administrative       11,459,442       11,214,154  
    Impairment loss       93,050       412,999  
    Total operating expenses       24,485,235       22,979,882  
    Operating loss       (25,841,309 )     (19,299,336 )
                       
    Other expense       17,772,662       2,227,360  
                       
    Net loss from continuing operations       (43,613,971 )     (21,526,696 )
                       
    Loss from discontinued operations       —       (2,525,933 )
    Net loss     $ (43,613,971 )   $ (24,052,629 )
                       
    Loss per share – basic and diluted     $ (0.57 )   $ (0.40 )
                       
    Weighted average shares outstanding – basic and diluted       77,039,869       60,118,675  
                       
    Condensed Consolidated Statements of Cash Flows
         
         For the Eight
    Months Ended
    December 31,
    2024    		      For the Year
    Ended
    April 30,
    2024    		  
    Cash Flows from Operating Activities                
    Net loss from continuing operations   $ (43,613,971 )   $ (21,526,696 )
    Non-cash expenses     22,633,786       8,479,195  
    Changes in operating assets and liabilities     444,208       (4,672,816 )
    Net cash used in operating activities     (20,535,977 )     (17,720,317 )
                     
    Cash Flows from Investing Activities                
    Proceeds from sale of marketable securities     —       12,826,217  
    Proceeds from sale of equity method investment and note receivable     4,400,000       —  
    Other     (163,555 )     740,861  
    Net cash provided by investing activities     4,236,445       13,567,078  
                     
    Cash Flows from Financing Activities                
    Proceeds from issuance of convertible notes payable, net     13,456,000       —  
    Payments of debt obligations, net     (394,606 )     (572,137 )
    Proceeds from exercise of stock options     1,350,267       2,655  
    Proceeds from exercise of warrants     4,974,999       —  
    Proceeds from issuance of common stock, net     —       8,404,812  
    Net cash provided by financing activities     19,386,660       7,835,330  
                     
    Net cash used in discontinued operations     —       (875,227 )
                     
    Net increase in Cash     3,087,128       2,806,864  
    Cash, beginning of period     6,067,169       3,260,305  
    Cash, end of period    $ 9,154,297      $ 6,067,169  

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

    First Half Fiscal Year 2025 Highlights

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

    Subsequent Operational Milestones

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

    Outlook for Second Half Fiscal Year 2025 & Beyond:

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

    Management Commentary

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

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

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

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

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

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

    Revenue

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

    Cost of Revenue

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

    Gross Profit

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

    Selling and Marketing Expenses

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

    General and Administrative Expenses

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

    Research and Development Expenses

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

    Financial Expenses, net

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

    Income Tax Expenses

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

    Net Income

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

    Liquidity and Capital Resources

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

    Use of Non-GAAP Financial Measures

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

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

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

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

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


    First Half Fiscal Year 2025 Financial Results Conference Call

    Guanghai Li, Chief Executive Officer, and Amy Fong, President and Interim Chief Financial Officer, will host the conference call, followed by a question-and-answer session. The conference call will be accompanied by a presentation, which can be viewed during the webcast or accessed via the investor relations section of the Company’s website here.

    To access the call, please use the following information:

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

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

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

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

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


    About Helport AI Limited

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

    Forward-Looking Statements

    Certain statements in this announcement are forward-looking statements, including, but not limited to, HPAI’s business plan and outlook. These forward-looking statements involve known and unknown risks and uncertainties and are based on HPAI’s current expectations and projections about future events that HPAI believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions, although not all forward-looking statements contain these identifying words. HPAI undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although HPAI believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and HPAI cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in HPAI’s registration statement and other filings with the U.S. Securities and Exchange Commission.

    For more information, please contact:

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

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

    HELPORT AI LIMITED
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Amounts in and U.S. dollars (“US$”), except share data)
     
      As of December 31,   As of June 30,
      2024   2024
      (unaudited)    
    Cash $ 852,463   $ 2,581,086
    Accounts receivable   22,016,884     21,313,735
    Deferred offering costs   –     817,871
    Prepaid expenses and other receivables   2,027,167     41,966
    Total current assets   24,896,514     24,754,658
               
    Intangible assets, net   8,592,817     2,425,694
    Right-of-use assets, net   762,644     –
    Total non-current asset   9,355,461     2,425,694
    Total assets $ 34,251,975   $ 27,180,352
               
    Accounts payable $ 3,280,565   $ 284,067
    Income tax payable   2,508,021     2,724,998
    Amount due to related parties   536,538     965,776
    Convertible promissory notes   –     4,889,074
    Warrant liabilities   4,782,915     –
    Accrued expenses and other liabilities   5,684,775     5,263,239
    Lease liabilities, current   110,832     –
    Deferred tax liabilities   332,626     –
    Total current liabilities   17,236,272     14,127,154
               
    Lease liabilities, non-current   687,093     –
    Total non-current liabilities   687,093     –
    Total liabilities   17,923,365     14,127,154
               
    Commitments and contingencies          
               
    Ordinary shares (US$0.0001 par value per share; 500,000,000 authorized as of December 31, 2024 and June 30, 2024, respectively; 37,132,968 and 30,280,768 issued and outstanding as of December 31, 2024 and June 30, 2024, respectively)*   3,713     3,028
    Additional paid-in capital*   2,212,361     4,528
    Retained earnings   14,112,536     13,045,642
    Shareholders’ equity   16,328,610     13,053,198
    Total liabilities and shareholders’ equity $ 34,251,975   $ 27,180,352
               
    *Par value of ordinary shares, additional paid-in capital and share data have been retroactively restated to give effect to the reverse recapitalization that is discussed in Note 1 to the unaudited condensed consolidated financial statements.
    HELPORT AI LIMITED
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
    (Amounts in and U.S. dollars (“US$”), except share data)
     
      For the six months ended December 31,
      2024   2023
      (unaudited)   (unaudited)
    Revenue $ 16,406,402     $ 14,506,363  
    Cost of revenue   (7,440,338 )     (4,793,021 )
    Gross profit   8,966,064       9,713,342  
               
    Selling expenses   (528,746 )     (50,214 )
    General and administrative expenses   (4,598,484 )     (2,042,289 )
    Research and development expenses   (1,448,115 )     (78,757 )
    Total operating expenses   (6,575,345 )     (2,171,260 )
               
    Income from operation   2,390,719       7,542,082  
               
    Financial expenses, net   (312,437 )     (19,162 )
    Change in fair value of warrant liabilities   (336,136 )     –  
    Income before income tax expense   1,742,146       7,522,920  
    Income tax expense   (675,252 )     (1,279,314 )
    Net income $ 1,066,894     $ 6,243,606  
               
    Total comprehensive income $ 1,066,894     $ 6,243,606  
               
    Earnings per ordinary share          
    Basic   0.03       0.21  
    Diluted   0.03       0.21  
    Weighted average number of ordinary shares outstanding*          
    Basic   35,990,935       30,280,768  
    Diluted   35,990,935       30,280,768  
     
    *Share data have been retroactively restated to give effect to the reverse recapitalization that is discussed in Note 1 to the unaudited condensed consolidated financial statements.
    HELPORT AI LIMITED
    UNAUDITED CONDENSED CONDOLIDATED STATEMENTS OF CASH FLOWS
    (Amounts in and U.S. dollars (“US$”), except share data)
     
      For the six months ended December 31,
      2024   2023
      (unaudited)   (unaudited)
    CASH FLOWS FROM OPERATING ACTIVITIES:          
    Net income $ 1,066,894     $ 6,243,606  
    Adjustments to reconcile net income to net cash provided by operating activities:          
    Amortization of intangible assets   1,957,877       1,166,667  
    Amortization of right-of-use assets   36,806       –  
    Share-based compensation   223,933       –  
    Change in fair value of warrant liabilities   336,136       –  
    Changes in operating assets and liabilities:          
    Accounts receivable   (703,149 )     (5,809,454 )
    Prepaid expenses and other receivables   1,028,346       (57,896 )
    Accounts payable   2,996,498       1,654,223  
    Amount due to related parties   –       10,800  
    Accrued expenses and other liabilities   (3,196,882 )     1,939,154  
    Income tax payable   (216,977 )     1,279,315  
    Deferred tax liabilities   332,626       –  
    Lease liabilities   (10,810 )     –  
    Net cash provided by operating activities   3,851,298       6,426,415  
               
    CASH FLOWS FORM INVESTING ACTIVITY          
    Purchase of intangible assets   (8,125,000 )     (7,000,000 )
    Net cash used in investing activity   (8,125,000 )     (7,000,000 )
               
    CASH FLOWS FORM FINANCING ACTIVITIES          
    Deferred offering costs   (213,052 )     (467,465 )
    Loan from a third party   –       954,909  
    Repayment of loans from a third party   (199,582 )     –  
    Repayment of loans from related parties   (429,238 )     (5,143 )
    Cash inflow from reverse recapitalization   1,136,951       –  
    Proceeds from PIPE investments   2,600,000       –  
    Repayment of sponsor loans   (350,000 )     –  
    Net cash provided by financing activities   2,545,079       482,301  
               
    Effect of exchange rate changes   –       (130 )
               
    Net change in cash   (1,728,623 )     (91,414 )
    Cash at the beginning of the period   2,581,086       142,401  
    Cash at the end of the period $ 852,463     $ 50,987  
               
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:          
    Recognition of right-of use assets and lease liabilities $ 799,450     $ –  

    The MIL Network –

  • MIL-OSI: Progress Announces First Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

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

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

    First Quarter 2025 Highlights:

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

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

    Additional financial highlights included:

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

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

    Other fiscal first quarter 2025 metrics and recent results included:

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

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

    2025 Business Outlook

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

      Updated FY 2025 Guidance
    (March 31, 2025)    		   Prior FY 2025 Guidance
    (January 21, 2025)
    (In millions, except percentages and per share amounts) GAAP   Non-GAAP   GAAP   Non-GAAP
    Revenue $958 – $970     $958 – $970     $958 – $970     $958 – $970  
    Diluted earnings per share $1.19 – $1.35     $5.25 – $5.37     $1.08 – $1.23     $5.00 – $5.12  
    Operating margin 14% – 15 %   38 %   14% – 15 %   37% – 38 %
    Cash from operations (GAAP) / Adjusted free cash flow (non-GAAP) / Unlevered free cash flow (non-GAAP) $216 – $228     $226 – $238     $216 – $228     $225 – $237  
        $283 – $294       $282 – $294  
    Effective tax rate 19 %   20 %   21 %   20 %
                           
      Q2 2025 Guidance
    (In millions, except per share amounts) GAAP   Non-GAAP
    Revenue $235 – $241     $235 – $241  
    Diluted earnings per share $0.24 – $0.30     $1.28 – $1.34  
               

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

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

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

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

    Conference Call

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

    About Progress

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

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

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

    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)

      Three Months Ended
    (In thousands, except per share data) February 28, 2025   February 29, 2024   % Change
    Revenue:          
    Software licenses $ 58,445     $ 64,100       (9 )%
    Maintenance, SaaS, and professional services   179,570       120,585       49 %
    Total revenue   238,015       184,685       29 %
    Costs of revenue:          
    Cost of software licenses   2,925       2,731       7 %
    Cost of maintenance, SaaS, and professional services   32,884       22,219       48 %
    Amortization of acquired intangibles   10,422       7,859       33 %
    Total costs of revenue   46,231       32,809       41 %
    Gross profit   191,784       151,876       26 %
    Operating expenses:          
    Sales and marketing   51,296       39,111       31 %
    Product development   46,375       34,988       33 %
    General and administrative   25,623       21,344       20 %
    Amortization of acquired intangibles   25,808       17,389       48 %
    Cyber vulnerability response expenses, net   737       987       (25 )%
    Restructuring expenses   7,029       2,349       199 %
    Acquisition-related expenses   2,490       702       255 %
    Total operating expenses   159,358       116,870       36 %
    Income from operations   32,426       35,006       (7 )%
    Other expense, net   (19,124 )     (7,399 )     158 %
    Income before income taxes   13,302       27,607       (52 )%
    Provision for income taxes   2,356       4,968       (53 )%
    Net income $ 10,946     $ 22,639       (52 )%
                   
    Earnings per share:              
    Basic $ 0.25     $ 0.52       (52 )%
    Diluted $ 0.24     $ 0.51       (53 )%
    Weighted average shares outstanding:              
    Basic   43,256       43,802       (1 )%
    Diluted   44,887       44,826       — %
                   
    Cash dividends declared per common share $ —     $ 0.175       (100 )%
                       
    Stock-based compensation is included in the condensed consolidated statements of operations, as follows:
    Cost of revenue $ 1,195     $ 986       21 %
    Sales and marketing   3,032       2,312       31 %
    Product development   4,410       3,665       20 %
    General and administrative   6,046       5,501       10 %
    Total $ 14,683     $ 12,464       18 %
                           

    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)

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

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)  

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

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

      Three Months Ended
    (In thousands, except per share data) February 28, 2025   February 29, 2024
    Adjusted income from operations:      
    GAAP income from operations $ 32,426     $ 35,006  
    Amortization of acquired intangibles   36,230       25,248  
    Stock-based compensation   14,683       12,464  
    Restructuring expenses   7,029       2,349  
    Acquisition-related expenses   2,490       702  
    Cyber vulnerability response expenses, net   737       987  
    Non-GAAP income from operations $ 93,595     $ 76,756  
           
    Adjusted net income:      
    GAAP net income $ 10,946     $ 22,639  
    Amortization of acquired intangibles   36,230       25,248  
    Stock-based compensation   14,683       12,464  
    Restructuring expenses   7,029       2,349  
    Acquisition-related expenses   2,490       702  
    Cyber vulnerability response expenses, net   737       987  
    Provision for income taxes   (13,120 )     (8,461 )
    Non-GAAP net income $ 58,995     $ 55,928  
           
    Adjusted diluted earnings per share:      
    GAAP diluted earnings per share $ 0.24     $ 0.51  
    Amortization of acquired intangibles   0.80       0.56  
    Stock-based compensation   0.32       0.28  
    Restructuring expenses   0.16       0.05  
    Acquisition-related expenses   0.06       0.02  
    Cyber vulnerability response expenses, net   0.02       0.02  
    Provision for income taxes   (0.29 )     (0.19 )
    Non-GAAP diluted earnings per share $ 1.31     $ 1.25  
           
    Non-GAAP weighted avg shares outstanding – diluted   44,887       44,826  
           

    OTHER NON-GAAP FINANCIAL MEASURES
    (Unaudited)

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

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

    Fiscal Year 2025 Updated Non-GAAP Operating Margin Guidance
      Fiscal Year Ending November 30, 2025
    (In millions) Low   High
    GAAP income from operations $ 137.2     $ 145.7  
    GAAP operating margins   14 %     15 %
    Acquisition-related expense   6.0       6.0  
    Restructuring expense   9.4       9.4  
    Stock-based compensation   62.8       62.8  
    Amortization of acquired intangibles   144.9       144.9  
    Cyber vulnerability response expenses, net   4.2       4.2  
    Total adjustments(1)   227.3       227.3  
    Non-GAAP income from operations $ 364.5     $ 373.0  
    Non-GAAP operating margin   38 %     38 %
    (1)Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from ShareFile and restructuring expenses. The final amounts will not be available until the Company’s internal procedures and reviews are completed.
     
    Fiscal Year 2025 Updated Non-GAAP Earnings per Share and Effective Tax Rate Guidance
      Fiscal Year Ending November 30, 2025
    (In millions, except per share data) Low   High
    GAAP net income $ 53.2     $ 60.9  
    Adjustments (from previous table)   227.3       227.3  
    Income tax adjustment(2)   (46.1 )     (46.2 )
    Non-GAAP net income $ 234.4     $ 242.0  
           
    GAAP diluted earnings per share $ 1.19     $ 1.35  
    Non-GAAP diluted earnings per share $ 5.25     $ 5.37  
           
    Diluted weighted average shares outstanding   44.7       45.1  
             
             
    2 Tax adjustment is based on a non-GAAP effective tax rate of approximately 20%, calculated as follows:
        Fiscal Year Ending November 30, 2025
        Low   High
    Non-GAAP income from operations   $ 364.5     $ 373.0  
    Other (expense) income     (71.5 )     (70.5 )
    Non-GAAP income from continuing operations before income taxes     293.0       302.5  
    Non-GAAP net income     234.4       242.0  
    Tax provision   $ 58.6     $ 60.5  
    Non-GAAP tax rate     20 %     20 %
                     

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

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

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

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

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

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

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

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

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

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

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

    • Annualized Recurring Revenue (“ARR”) – We disclose ARR as a performance metric to help investors better understand and assess the performance of our business because our mix of revenue generated from recurring sources currently represents the substantial majority of our revenues and is expected to continue in the future. We define ARR as the annualized revenue of all active and contractually binding term-based contracts from all customers at a point in time. ARR includes revenue from maintenance, software upgrade rights, public cloud, and on-premises subscription-based transactions and managed services. ARR mitigates fluctuations in revenue due to seasonality, contract term and the sales mix of subscriptions for term-based licenses and SaaS. We use ARR to understand customer trends and the overall health of our business, helping us to formulate strategic business decisions.

      We calculate the annualized value of annual and multi-year contracts, and contracts with terms less than one year, by dividing the total contract value of each contract by the number of months in the term and then multiplying by 12. Annualizing contracts with terms less than one-year results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period. We generally do not sell non-SaaS-based contracts with a term of less than one year unless a customer is purchasing additional licenses under an existing annual or multi-year contract. The expectation is that at the time of renewal, such contracts with a term less than one year will renew with the same term as the existing contracts being renewed, such that both contracts are co-termed. Historically, such contracts with a term of less than one year renew at rates equal to or better than annual or multi-year contracts.

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

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

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

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

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

    Note Regarding Forward-Looking Statements

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

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

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

    Began Shipping e360 Home Energy Storage Solutions

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

    Fourth Quarter 2024 & Subsequent Financial & Operational Highlights

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

    Management Commentary

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

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

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

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

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

    Fourth Quarter 2024 Financial Summary

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

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

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

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

    Full Year 2024 Financial Summary

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

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

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

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

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

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

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

    Fourth Quarter & Full Year 2024 Results Conference Call

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

    To access the call, please use the following information:

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

    About Expion360

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

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

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

    Forward-Looking Statements

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

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

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

     
    Expion360 Inc.
    Balance Sheets
     
        As of December 31, 2024   As of December 31, 2023
    Assets                
    Current Assets                
    Cash and cash equivalents   $ 547,565     $ 3,932,698  
    Accounts receivable, net     613,022       154,935  
    Inventory     4,831,461       3,825,390  
    Prepaid/in-transit inventory     1,612,686       163,948  
    Prepaid expenses and other current assets     236,461       189,418  
    Total current assets     7,841,195       8,266,389  
                     
    Property and equipment     914,081       1,348,326  
    Accumulated depreciation     (430,191 )     (430,295 )
    Property and equipment, net     483,890       918,031  
                     
    Other Assets                
    Operating leases – right-of-use asset     754,832       2,662,015  
    Deposits     27,471       58,896  
    Total other assets     782,303       2,720,911  
    Total assets   $ 9,107,388     $ 11,905,331  
                     
    Liabilities and stockholders’ equity                
    Current liabilities                
    Accounts payable   $ 338,091     $ 286,985  
    Customer deposits     48,474       17,423  
    Accrued expenses and other current liabilities     187,464       292,515  
    Convertible note     —       2,082,856  
    Current portion of operating lease liability     256,153       522,764  
    Current portion of stockholder promissory notes     —       762,500  
    Current portion of long-term debt     31,758       50,839  
    Suspended Liability     4,985,948       —  
    Total current liabilities     5,847,888       4,015,882  
                     
    Long-term debt, net of current portion and discount     198,412       298,442  
    Operating lease liability, net of current portion     542,764       2,241,325  
    Total liabilities   $ 6,589,064     $ 6,555,649  
                     
    Stockholders’ equity                
    Preferred stock, par value $.001; 20,000,000 shares authorized; zero shares issued and outstanding     —       —  
    Common stock, par value $.001; 200,000,000 shares authorized; 2,096,082 and 69,230 issued and outstanding as of December 31, 2024 and 2023, respectively     2,096       69  
    Additional paid-in capital     37,091,468       26,445,378  
    Accumulated deficit     (34,575,240 )     (21,095,765 )
    Total stockholders’ equity     2,518,324       5,349,682  
    Total liabilities and stockholders’ equity   $ 9,107,388     $ 11,905,331  
     
    Expion360 Inc.
    Statements of Operations
     
        For the Years Ended December 31,
        2024   2023
    Net sales   $ 5,624,939     $ 5,981,134  
    Cost of sales     4,469,711       4,405,611  
    Gross profit     1,155,228       1,575,523  
    Selling, general and administrative     7,909,219       8,745,135  
    Loss from operations     (6,753,991 )     (7,169,612 )
                     
    Other (Income) / Expense                
    Interest income     (86,121 )     (125,854 )
    Interest expense     976,618       124,511  
    Loss on sale of property and equipment     146,760       3,426  
    Settlement expense     709,900       281,680  
    Suspended liability expense     4,985,948       —  
    Other income     (6,073 )     (394 )
    Total other expense     6,727,032       283,369  
    Loss before taxes     (13,481,023 )     (7,452,981 )
                     
    Tax (income) / expense     (1,548 )     3,293  
    Net loss   $ (13,479,475 )   $ (7,456,274 )
                     
    Net loss per share (basic and diluted)   $ (21.03 )   $ (108.25 )
    Weighted-average number of common shares outstanding     641,011       68,882  
     
    Expion360 Inc.
    Statements of Cash Flows
     
        For the Years Ended December 31,
        2024   2023
    Cash flows from operating activities                
                     
    Net loss   $ (13,479,475 )   $ (7,456,274 )
    Adjustments to reconcile net loss to net cash provided by (used in) operating activities:                
    Depreciation     173,973       205,723  
    Amortization of convertible note costs     667,144       —  
    Loss on sale of property and equipment     146,760       3,426  
    Decrease in allowance for doubtful accounts     —       (18,804 )
    Stock-based settlement     209,000       251,680  
    Stock-based compensation     616,632       560,365  
    Decrease in right-of-use assets and lease liabilities     (67,778 )     —  
    Increase in suspended liability     4,985,948       —  
                     
    Changes in operating assets and liabilities:                
    (Increase) / Decrease in accounts receivable     (458,087 )     161,904  
    (Increase) / Decrease in inventory     (1,006,071 )     704,746  
    Increase in prepaid/in-transit inventory     (1,448,738 )     (22,338 )
    Increase in prepaid expenses and other current assets     (47,043 )     (17,626 )
    Decrease in deposits     31,425       5,005  
    Increase in accounts payable     51,106       56,735  
    Increase in customer deposits     31,051       17,365  
    Increase / (Decrease) in accrued expenses and other current liabilities     21,819       (13,649 )
    Increase in right-of-use assets and lease liabilities     9,789       30,510  
    Net cash used in operating activities     (9,562,545 )     (5,531,232 )
                     
    Cash flows from investing activities                
    Purchases of property and equipment     (19,203 )     (20,170 )
    Net proceeds from sale of property and equipment     132,611       36,748  
    Net cash provided by investing activities     113,408       16,578  
                     
    Cash flows from financing activities                
    Proceed from / (Principal payment on) convertible note     (2,750,000 )     2,420,025  
    Principal payments on long-term debt     (119,111 )     (161,194 )
    Principal payments on stockholder promissory notes     (762,500 )     (62,500 )
    Proceeds from exercise of warrants     185,434       49,800  
    Settlement of fractional shares for cashless warrant exercise     —       (23 )
    Net proceeds from issuance of common stock     9,510,181       —  
    Net cash provided by financing activities     6,064,004       2,246,108  
                     
    Net change in cash and cash equivalents     (3,385,133 )     (3,268,546 )
    Cash and cash equivalents, beginning     3,932,698       7,201,244  
    Cash and cash equivalents, ending     547,565       3,932,698  

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

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

    Three Months Ended December 31, 2024 Highlights

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

    Twelve Months Ended December 31, 2024 Highlights

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    Investor Relations Contact:
    InvestorRelations@openlending.com

     
    OPEN LENDING CORPORATION
    Consolidated Balance Sheets
    (Unaudited, in thousands, except share data)
     
        December 31, 2024   December 31, 2023
    Assets        
    Current assets        
    Cash and cash equivalents   $ 243,164     $ 240,206  
    Restricted cash     10,760       6,463  
    Accounts receivable, net     5,055       4,616  
    Current contract assets, net     9,973       28,704  
    Income tax receivable     3,558       7,035  
    Other current assets     3,215       2,852  
    Total current assets     275,725       289,876  
    Property and equipment, net     729       826  
    Capitalized software development costs, net     5,386       3,087  
    Operating lease right-of-use assets, net     3,878       3,990  
    Contract assets     5,094       610  
    Deferred tax asset, net     —       70,113  
    Other assets     5,556       5,535  
    Total assets   $ 296,368     $ 374,037  
    Liabilities and stockholders’ equity        
    Current liabilities        
    Accounts payable   $ 953     $ 375  
    Accrued expenses     5,166       8,131  
    Current portion of debt     7,500       4,688  
    Third-party claims administration liability     10,797       6,464  
    Current portion of excess profit share receipts     19,346       —  
    Other current liabilities     3,490       932  
    Total current liabilities     47,252       20,590  
    Long-term debt, net of deferred financing costs     132,217       139,357  
    Operating lease liabilities     3,273       3,450  
    Excess profit share receipts     28,210       —  
    Other liabilities     7,329       5,060  
    Total liabilities     218,281       168,457  
    Commitments and contingencies        
    Stockholders’ equity        
    Preferred stock, $0.01 par value; 10,000,000 shares authorized and none issued and outstanding     —       —  
    Common stock, $0.01 par value; 550,000,000 shares authorized, 128,198,185 shares issued and 119,350,001 shares outstanding as of December 31, 2024 and 128,198,185 shares issued and 118,819,795 shares outstanding as of December 31, 2023     1,282       1,282  
    Additional paid-in capital     502,664       502,032  
    Accumulated deficit     (328,759 )     (193,749 )
    Treasury stock at cost, 8,848,184 shares at December 31, 2024 and 9,378,390 at December 31, 2023     (97,100 )     (103,985 )
    Total stockholders’ equity   $ 78,087     $ 205,580  
    Total liabilities and stockholders’ equity   $ 296,368     $ 374,037  
     
    OPEN LENDING CORPORATION
    Consolidated Statements of Operations
    (Unaudited, in thousands, except share data)
     
      Three Months Ended December 31,   Year Ended December 31,
        2024       2023       2024       2023  
    Revenue              
    Program fees $ 13,734     $ 13,482     $ 57,040     $ 64,092  
    Profit share   (73,160 )     (1,132 )     (43,123 )     43,301  
    Claims administration and other service fees   2,502       2,589       10,107       10,067  
    Total revenue   (56,924 )     14,939       24,024       117,460  
    Cost of services   6,265       5,365       23,855       22,282  
    Gross profit (loss)   (63,189 )     9,574       169       95,178  
    Operating expenses              
    General and administrative   10,549       12,002       43,867       43,043  
    Selling and marketing   3,958       4,349       17,218       17,485  
    Research and development   861       1,500       4,462       5,575  
    Total operating expenses   15,368       17,851       65,547       66,103  
    Operating income (loss)   (78,557 )     (8,277 )     (65,378 )     29,075  
    Interest expense   (2,849 )     (2,820 )     (11,317 )     (10,661 )
    Interest income   2,812       3,018       12,090       10,335  
    Other income (expense), net   —       118       —       109  
    Income (loss) before income taxes   (78,594 )     (7,961 )     (64,605 )     28,858  
    Income tax expense (benefit)   65,842       (3,119 )     70,405       6,788  
    Net income (loss) $ (144,436 )   $ (4,842 )   $ (135,010 )   $ 22,070  
    Net income (loss) per common share              
    Basic $ (1.21 )   $ (0.04 )   $ (1.13 )   $ 0.18  
    Diluted $ (1.21 )   $ (0.04 )   $ (1.13 )   $ 0.18  
    Weighted average common shares outstanding              
    Basic   119,331,553       119,366,013       119,179,766       120,826,644  
    Diluted   119,331,553       119,366,013       119,179,766       121,474,880  
     
    OPEN LENDING CORPORATION
    Consolidated Statements of Cash Flows
    (Unaudited, in thousands)
     
        Year Ended December 31,
          2024       2023  
    Cash flows from operating activities        
    Net income (loss)   $ (135,010 )   $ 22,070  
    Adjustments to reconcile net income (loss) to net cash provided by operating activities:        
    Share-based compensation     8,677       9,492  
    Depreciation and amortization     1,674       1,159  
    Amortization of debt issuance costs     427       428  
    Non-cash operating lease cost     705       620  
    Deferred income taxes     70,113       (4,985 )
    Other     127       15  
    Changes in assets & liabilities:        
    Accounts receivable, net     (439 )     1,105  
    Contract assets, net     14,247       46,116  
    Excess profit share receipts     47,556       —  
    Other current and non-current assets     (429 )     (507 )
    Accounts payable     578       86  
    Accrued expenses     (2,473 )     1,183  
    Income tax receivable, net     4,198       2,699  
    Operating lease liabilities     (624 )     (561 )
    Third-party claims administration liability     4,333       2,409  
    Other current and non-current liabilities     3,938       1,329  
    Net cash provided by operating activities     17,598       82,658  
    Cash flows from investing activities        
    Purchase of property and equipment     (165 )     (123 )
    Capitalized software development costs     (3,731 )     (2,055 )
    Net cash used in investing activities     (3,896 )     (2,178 )
    Cash flows from financing activities        
    Payments on term loans     (4,688 )     (3,750 )
    Payment of excise tax on shares repurchased     (314 )     —  
    Shares repurchased     —       (37,322 )
    Shares withheld for taxes related to restricted stock units     (1,445 )     (1,258 )
    Net cash used in financing activities     (6,447 )     (42,330 )
    Net change in cash and cash equivalents and restricted cash     7,255       38,150  
    Cash and cash equivalents and restricted cash at the beginning of the period     246,669       208,519  
    Cash and cash equivalents and restricted cash at the end of the period   $ 253,924     $ 246,669  
    Supplemental disclosure of cash flow information:        
    Interest paid   $ 12,590     $ 10,313  
    Income tax paid (refunded), net     (3,907 )     9,075  
    Non-cash investing and financing:        
    Right-of-use assets obtained in exchange for lease obligations   $ 594     $ —  
    Share-based compensation for capitalized software development     285       88  
    Capitalized software development costs accrued but not paid     15       248  
    Accrued excise tax associated with share repurchases     —       314  
     
    OPEN LENDING CORPORATION
    Reconciliation of GAAP to Non-GAAP Financial Measures
    (Unaudited, in thousands)
     
      Three Months Ended December 31,   Year Ended December 31,
        2024       2023       2024       2023  
    Net income (loss) $ (144,436 )   $ (4,842 )   $ (135,010 )   $ 22,070  
    Non-GAAP adjustments:              
    Interest expense   2,849       2,820       11,317       10,661  
    Income tax expense (benefit)   65,842       (3,119 )     70,405       6,788  
    Depreciation and amortization expense   393       335       1,674       1,159  
    Share-based compensation   2,269       2,666       8,677       9,492  
    Total adjustments   71,353       2,702       92,073       28,100  
    Adjusted EBITDA $ (73,083 )   $ (2,140 )   $ (42,937 )   $ 50,170  
    Total revenue $ (56,924 )   $ 14,939     $ 24,024     $ 117,460  
    Adjusted EBITDA margin   128 %   (14 )%   (179 )%     43 %

    The MIL Network –

  • MIL-OSI Security: York County Man Charged With Filing False Income Tax Return

    Source: Office of United States Attorneys

    HARRISBURG- The United States Attorney’s Office for the Middle District of Pennsylvania announced that Waylon Wilcox, age 45, of Dillsburg, Pennsylvania, was charged by criminal information on March 28, 2025, with filing false individual income tax returns.

    According to Acting United States Attorney John C. Gurganus, the criminal information charges Wilcox with two counts of making and subscribing false individual income tax returns.  The criminal information alleges that Wilcox engaged in a complex cryptocurrency scheme, wherein he sold his shares for over $7,402,935 in 2021 and $4,899,180 in 2022 and failed to report his gains from the sale of the cryptocurrency on his individual tax returns.

    The information alleges that Wilcox filed a false individual income tax return for tax year 2021, which underreported his income for tax year 2021 by approximately $8,511,238 and reduced Wilcox’s tax then due and owing by approximately $2,180,453.  It is further alleged that Wilcox filed a false individual income tax return for tax year 2022, which underreported Wilcox’s income for tax year 2022 by approximately $4,599,532 and reduced Wilcox’s tax then due and owing by approximately $1,098,623. 

    “IRS Criminal Investigation is committed to unraveling complex financial schemes involving virtual currencies and non-fungible token (NFT) transactions designed to conceal taxable income,” said Philadelphia Field Office Special Agent in Charge Yury Kruty. “In today’s economic environment, it’s more important than ever that the American people feel confident that everyone is playing by the rules and paying the taxes they owe.” 

    The case was investigated by the Internal Revenue Service, Criminal Investigation. Assistant U.S. Attorney David C. Williams is prosecuting the case.

    # # #

    MIL Security OSI –

  • MIL-Evening Report: Under a Coalition government, the fate of Australia’s central climate policy hangs in the balance

    Source: The Conversation (Au and NZ) – By Felicity Deane, Professor of Trade Law, Taxation and Climate Change, Queensland University of Technology

    RobynCharnley/Shutterstock

    The future of Australia’s key climate policy is uncertain after Opposition Leader Peter Dutton said a Coalition government would review the measure, known as the “safeguard mechanism”, which is designed to limit emissions from Australia’s largest industrial polluters.

    According to the Australian Financial Review, if the Coalition wins office it will consider relaxing the policy, as part of its plan to increase domestic gas supplies.

    Evidence suggests weakening the mechanism would be a mistake. In fact, it could be argued the policy does not go far enough to force polluting companies to curb their emissions.

    Both major parties now accept Australia must reach net-zero emissions by 2050. This bipartisan agreement should make one thing clear: winding back the safeguard mechanism would be reckless policy.

    What’s the safeguard mechanism again?

    The safeguard mechanism began under the Coalition government in 2016. It now applies to 219 large polluting facilities that emit more than 100,000 tonnes of greenhouse gases a year. These facilities are in sectors such as electricity, mining, gas, manufacturing, waste and transport. Together, they produce just under one-third of Australia’s emissions.

    Under the policy’s original design, companies were purportedly required to keep their emissions below a certain cap, and buy carbon credits to offset any emissions over the cap. However, loopholes meant the cap was weakly enforced.

    This meant greenhouse gas pollution from the facilities actually increased – rising from 131.3 million tonnes to 138.7 million tonnes in the first six years of the policy.

    Labor strengthened the safeguard mechanism after it won office, by setting a hard cap for industrial emissions. The Coalition voted against the reforms.

    Dutton has since labelled the safeguard mechanism a “carbon tax”
    – a claim that has been debunked. Some members of the Coalition reportedly believe the policy makes manufacturers globally uncompetitive.

    Now, according to media reports, a Coalition government would review the safeguard mechanism with a view to weakening it, in a bid to bolster business and increase gas supply.

    Why the safeguard mechanism should be left alone

    Weakening the safeguard mechanism would lead to several problems.

    First, it would mean large facilities, including new coal and gas projects, would be permitted to operate without meaningful limits on their pollution. This threatens Australia’s international climate obligations.

    Second, if polluters were no longer required to buy carbon offsets, this would disrupt Australia’s carbon market.

    As the Clean Energy Regulator notes, the safeguard mechanism is the “dominant source” of demand for Australian carbon credits.

    In the first quarter of 2024, about 1.2 million carbon-credit units were purchased by parties wanting to offset their emissions. The vast majority were purchased by companies meeting compliance obligations under the safeguard mechanism or similar state rules.

    If companies are no longer required to buy offsets, or they buy fewer offsets, this would hurt those who sell carbon credits.

    Carbon credits are earned by organisations and individuals who abate carbon – through measures such as tree planting or retaining vegetation. The activities are often carried out by farmers and other landholders, including Indigenous organisations. Indigenous-led carbon projects have delivered jobs, cultural renewal and environmental benefits.

    The safeguard mechanism, together with the government pledge to reach net-zero emissions by 2050, also provides certainty for the operators of polluting facilities. Many in the business sector have called for the policy to remain unchanged.

    And finally, winding back the safeguard mechanism would send a troubling signal to the world: that Australia is stepping back from climate action.

    Now is not the time to abdicate our responsibilities on climate change. Atmospheric carbon dioxide levels have risen dramatically since 1960. This increase is driving global warming and climate change, leading to extreme weather events which will only worsen.

    A hard-won policy

    The safeguard mechanism has not had time to deliver meaningful outcomes. And it is far from perfect – but it is hard-won, and Australia needs it.

    The 2023 reforms to the mechanism were designed to support trade-exposed industries, while encouraging companies to invest in emissions reduction.

    Undoing this mechanism would risk our climate goals. It would leave the government limited means to curb pollution from Australia’s largest emitters, and muddy the roadmap to net-zero. It would also create uncertainty for all carbon market participants, including the polluting facilities themselves.

    Felicity Deane does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

    – ref. Under a Coalition government, the fate of Australia’s central climate policy hangs in the balance – https://theconversation.com/under-a-coalition-government-the-fate-of-australias-central-climate-policy-hangs-in-the-balance-253426

    MIL OSI Analysis – EveningReport.nz –