Category: Taxation

  • MIL-OSI: SBM Offshore First Quarter 2025 Trading Update

    Source: GlobeNewswire (MIL-OSI)

    Amsterdam, May 15, 2025

    Highlights

    • Year-to-date Directional1 revenue of US$1,103 million, up 27% versus 1Q 2024
    • Full year 2025 Directional revenue and EBITDA guidance maintained
    • Cash dividend of EUR150 million (equivalent to EUR0.8606 per ordinary share) paid on May 6, 2025
    • EUR141 million share repurchase program on track, c. 6.75% completed2
    • First oil for FPSO Almirante Tamandaré, FPSOs Alexandre de Gusmão & ONE GUYANA on track for first oil
    • Strategic Collaboration Agreement signed with Microsoft to develop carbon-free floating power solutions
    • Completion of the US$400 million sale and leaseback transaction for FPSO Cidade de Paraty
    • Refinancing and increase to US$1.1 billion of the unsecured revolving credit facility

    Øivind Tangen, CEO of SBM Offshore, commented:

    “Our first quarter results, along with our full year Directional revenue and EBITDA guidance, highlight the Company’s strong performance across all segments. They also demonstrate the resilience of our business model and our ability to navigate macroeconomic uncertainty with confidence.

    Our pro-forma Directional backlog of US$35.1 billion3 is backed by firm contracts from premium clients with inflation protection. From this we expect to generate US$9.5 billion3. We paid a cash dividend of EUR150 million in May and commenced our latest share buyback program of EUR141 million. We continue to expect that we will deliver a minimum US$1.7 billion cash return to shareholders up to 20304.

    We are on track to deliver three major vessels this year: FPSO Almirante Tamandaré achieved first oil in February 2025; FPSO Alexandre de Gusmão is progressing to achieve first oil around mid-year, while FPSO ONE GUYANA has arrived safely in Guyana. And we are set to be able to offer a near zero market-ready FPSO by the end of 2025.

    The fundamentals for deepwater developments, with low break-even costs and low emission intensity remain strong. Our Fast4Ward® program and lifecycle approach mean that we are uniquely positioned to capitalize on the strong outlook for new developments.

    Building on our ocean infrastructure expertise and capabilities, with the objective of diversifying our product offering in promising markets, we recently signed a strategic collaboration agreement with Microsoft to develop standardized carbon-free floating power solutions.

    We have demonstrated our ability to access diversified sources of financing through the successful completion in April of the US$400 million sale and leaseback transaction for FPSO Cidade de Paraty. Reflecting the strong support for the Company’s strategy, we have successfully refinanced and increased to US$1.1 billion our unsecured revolving credit facility.

    We are confident in our ocean infrastructure experience and the expert capabilities of our teams. Our strategy delivers and it pays.”

    Financial Overview5

        YTD Directional
             
    in US$ million   1Q 2025 1Q 2024 % Change
    Directional Revenue   1,103 871 27%
    Directional Lease and Operate   476 554 -14%
    Directional Turnkey   627 316 98%
             
    in US$ billion   Mar-31-25 Dec-31-24 % Change
    Directional Net Debt    5.7 5.7 0%

    Directional revenue increased by 27% to US$1,103 million in the first quarter of 2025, compared with US$871 million in the same period last year, driven by the Turnkey segment.

    Year-to-date Directional Turnkey revenue stood at US$627 million, a 98% improvement compared with US$316 million in the same period last year. This increase mainly reflects the progress on FPSO GranMorgu and FPSO Jaguar, booked under the sale and operate model.

    Directional Lease and Operate revenue amounted to US$476 million in the first quarter of 2025, below the US$554 million booked in the same period last year reflecting (i) the sale in 4Q 2024 of FPSOs Prosperity and Liza Destiny, partially offset by (ii) higher reimbursable scope and (iii) FPSO Almirante Tamandaré joining the fleet in February 2025.

    Directional net debt is stable and stood at US$5,663 million for the period ending 1Q 2025.

    Project Review and Fleet Operational Update

    Driven by execution excellence, the Company is on track to bring three FPSOs into operation in 2025 with FPSO Almirante Tamandaré formally on hire as of February 16, 2025, FPSO Alexandre de Gusmão preparing for first oil and FPSO ONE GUYANA targeting first oil in the third quarter of 2025.

    FPSO Alexandre de Gusmão – In March 2025, the FPSO arrived safely at its location in Brazil. The FPSO hook-up and installation has been completed. First oil is expected around mid-2025.

    FPSO ONE GUYANA – The vessel arrived safely in Guyana and the installation and hook-up campaign is progressing. First oil is targeted for the third quarter of 2025.

    FPSO Jaguar – The Fast4Ward® MPF hull has been delivered. The topside modules’ fabrication progress is as per plan. First oil is expected in 2027.

    FSO Trion – The engineering and procurement progress is as per plan. The fabrication of the Disconnectable Turret Mooring system has started.

    FPSO GranMorgu – The Fast4Ward® MPF hull has been delivered. The commencement of the topside modules fabrication is planned for the second half of the year.

    Fast4Ward®MPF hulls – Under the Company’s successful Fast4Ward® program, ten MPF hulls have been ordered. Four Fast4Ward® MPF hulls are in operation, another four delivered and allocated to projects under construction and two are under construction to support active discussions with clients driven by the strong FPSO market outlook.

    Fleet Uptime – Year-to-date, the fleet’s uptime was 99.5%, in line with historical performance.

    Safety 

    Safety – There were zero Fatalities or Permanent Impairment Injuries in the first quarter of 2025, within the full year target of zero.

    Blue Economy

    Strategic Collaboration Agreement with Microsoft – SBM Offshore signed a strategic collaboration agreement with Microsoft in March 2025. This partnership’s objective is to develop standardized, scalable, AI-powered Ocean Infrastructure in the growing market of floating power solutions providing carbon-free electricity. The first phase of this collaboration will focus on deploying floating gas-to-power solutions with integrated carbon capture and storage in the UK and Norway, leveraging SBM Offshore’s collaboration with Norwegian company Ocean-Power AS.

    Near Zero Emission FPSO – In line with the Company’s strategy to decarbonize traditional energy production, an important milestone has been reached in the emissionZERO® road map, which aims at proposing a near zero FPSO to the market by the end of 2025. Reflecting the Company’s solid progress, SBM Offshore has received an “Approval in Principle” from the American Bureau of Shipping for its near zero FPSO design.

    Shareholder Returns

    On April 9, 2025 shareholders of the Company voted in favor of the proposed EUR150 million cash dividend. This resulted in a dividend distribution of EUR0.8606 per ordinary share. The dividend has been paid on May 6, 2025 to all shareholders of record as at April 14, 2025.

    The Company started a new program of EUR141 million as announced on February 20, 2025 and effective from April 24, 2025. The program is progressing and was c. 6.75% completed on May 14, 2025.

    On this basis a minimum US$1.7 billion cash return to shareholders is expected up to 20304.

    Guidance

    The Company’s 2025 Directional revenue guidance is maintained at above US$4.9 billion of which above US$2.2 billion is expected from the Lease and Operate segment and around US$2.7 billion from the Turnkey segment.

    2025 Directional EBITDA guidance is maintained at around US$1.55 billion for the Company.

    Conference Call

    SBM Offshore has scheduled a conference call, which will be followed by a Q&A session, to discuss the First Quarter 2025 Trading Update.

    The event is scheduled for Thursday May 15, 2025, at 10.00 AM (CEST) and will be hosted by Øivind Tangen (CEO) and Douglas Wood (CFO).

    Interested parties are invited to register prior the call using the link: First Quarter 2025 Trading Update

    Please note that the conference call can only be accessed with a personal identification code, which is sent to you by email after completion of the registration.

    Corporate Profile

    SBM Offshore is the world’s deepwater ocean-infrastructure expert. Through the design, construction, installation, and operation of offshore floating facilities, we play a pivotal role in a just transition. By advancing our core, we deliver cleaner, more efficient energy production. By pioneering more, we unlock new markets within the blue economy.

    More than 7,800 SBMers collaborate worldwide to deliver innovative solutions as a responsible partner towards a sustainable future, balancing ocean protection with progress.

    For further information, please visit our website at www.sbmoffshore.com.

    Financial Calendar   Date Year
    Half Year 2025 Earnings   August 7 2025
    Third Quarter 2025 Trading Update   November 13 2025
    Full Year 2025 Earnings   February 26 2026
    Annual General Meeting   April 15 2026
    First Quarter 2026 Trading Update   May 7 2026

    For further information, please contact:

    Investor Relations

    Wouter Holties
    Corporate Finance & Investor Relations Manager

    Media Relations

    Giampaolo Arghittu
    Head of External Relations

    Market Abuse Regulation
    This press release may contain inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

    Disclaimer
    Some of the statements contained in this release that are not historical facts are statements of future expectations and other forward-looking statements based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance, or events to differ materially from those in such statements. These statements may be identified by words such as ‘expect’, ‘should’, ‘could’, ‘shall’ and / or similar expressions. Such forward-looking statements are subject to various risks and uncertainties. The principal risks which could affect the future operations of SBM Offshore N.V. are described in the ‘Impacts, Risks and Opportunities’ section of the 2024 Annual Report.

    Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results and performance of the Company’s business may vary materially and adversely from the forward-looking statements described in this release. SBM Offshore does not intend and does not assume any obligation to update any industry information or forward-looking statements set forth in this release to reflect new information, subsequent events or otherwise.

    This release contains certain alternative performance measures (APMs) as defined by the ESMA guidelines which are not defined under IFRS. Further information on these APMs is included in the 2024 Annual Report, available on our website Annual Reports – SBM Offshore.

    Nothing in this release shall be deemed an offer to sell, or a solicitation of an offer to buy, any securities. The companies in which SBM Offshore N.V. directly and indirectly owns investments are separate legal entities. In this release “SBM Offshore” and “SBM” are sometimes used for convenience where references are made to SBM Offshore N.V. and its subsidiaries in general. These expressions are also used where no useful purpose is served by identifying the particular company or companies.

    “SBM Offshore®“, the SBM logomark, “Fast4Ward®”, “emissionZERO®” and “F4W®” are proprietary marks owned by SBM Offshore.


    1 Directional reporting, presented in the Financial Statements under section Operating Segments and Directional Reporting, represents a pro-forma accounting policy, which treats all lease contracts as operating leases and consolidates all co-owned investees related to lease contracts on a proportional basis based on percentage of ownership. This explanatory note relates to all Directional reporting in this document.
    2 As of May 14, 2025.
    3 As of December 31, 2024.
    4 Including cash returned to shareholders in 2025.

    5 Numbers may not add up due to rounding.

    Attachment

    The MIL Network

  • MIL-OSI Australia: Truck crash at Nangkita

    Source: New South Wales – News

    A fully laden cattle truck rolled at Nangkita this morning.

    Just before 10am Thursday 15 May, emergency services were called to Nangkita Road, Nangkita (near Willowburn Drive), after reports a cattle truck had rolled. Patrols arrived to find the truck down an embankment and in a creek.

    The driver, a 29-year-old man from Craigmore was taken to hospital with non-life-threatening injuries and he will undergo mandatory blood tests. Due to the location of the truck, the number of cattle injured is currently unknown.

    A heavy vehicle tow truck is at the scene and PIRSA personnel are in attendance to assist with euthanasia of the animals.

    Nangkita Road is currently closed and road users are asked to avoid the area.

    The investigation into the circumstances of the crash is ongoing.

    MIL OSI News

  • MIL-OSI USA: News 05/14/2025 Blackburn, Barrasso, Daines, Lankford Raise Concerns with Biden-Era IRS Initiative Targeting Main Street Businesses

    US Senate News:

    Source: United States Senator Marsha Blackburn (R-Tenn)

    WASHINGTON, D.C. – U.S. Senators Marsha Blackburn (R-Tenn.), John Barrasso, M.D. (R-Wyo.),Steve Daines (R-Mont.), and James Lankford (R-Okla.) urged the U.S. Department of the Treasury to review the Biden administration’s harmful Internal Revenue Service (IRS) pass-through compliance unit that has been operating within the Large Business and International (LB&I) division. It appears the pass-through compliance unit, established by the Biden administration, was motivated by ideology rather than principles of sound tax administration.  

    Pass-Through Entities Are the Bulk of Main Street Businesses That Serve as Backbone of Our Economy

    “Pass-through entities form the bulk of Main Street businesses across the country. This includes countless family businesses, professional services firms, and real estate ventures that serve as the backbone of our local economies. Taxpayers have the lawful right to choose these structures for benefits like liability protection, operational flexibility, and simplified tax filing. The creation of an enforcement unit specifically focused on pass-through entities raises legitimate concerns about whether the focus is on improving compliance or simply targeting specific business structures based on institutional prejudice.” 

    Audits Are Particularly Challenging for Smaller Businesses to Navigate

    “This type of targeting is problematic no matter the size of the business, but is especially challenging for smaller businesses who have fewer resources to navigate such audits. In particular, the IRS’s October 2024 announcement about the unit stated that, going forward, ‘LB&I will be responsible for starting pass-through exams, regardless of entity size’ and touted ‘removing the entity-size barrier’ as a means to increase audit rates. This shift subjects small businesses traditionally handled by the Small Business/Self-Employed (SB/SE) division to LB&I’s complex examination procedures designed for sophisticated taxpayers. Most American small businesses lack the resources to navigate these intensive audits, creating disproportionate compliance burdens despite prior assurances that taxpayers under $400,000 would not face increased enforcement relative to historical levels.”

    Under this Program, IRS Could Unfairly Target Legitimate Business Structures

    “The IRS’s news release also referenced targeting ‘complex arrangements’ without providing clear definitions, creating the impression that legitimate business structures could be unfairly targeted based on their legal structure rather than actual compliance risk. Even more concerning, the announcement explicitly states that the bureaucratic changes were designed primarily to ‘achieve its goal of increased audit rates in this complex area’ rather than to address legitimate compliance concerns derived from an evidence-based risk assessment. This focus on increasing audits rathe than improving compliance suggests an agenda-driven approach to enforcement.”

    Click here to read the full letter. 

    MIL OSI USA News

  • MIL-OSI USA: Padilla Joins Immigration Advocates to Reject Republicans’ Extreme Anti-Immigrant Budget Reconciliation Bill

    US Senate News:

    Source: United States Senator Alex Padilla (D-Calif.)

    Padilla Joins Immigration Advocates to Reject Republicans’ Extreme Anti-Immigrant Budget Reconciliation Bill

    AUDIO: Padilla slams cuts to crucial services to support Republicans’ mass deportation agendaWASHINGTON, D.C. — Today, U.S. Senator Alex Padilla (D-Calif.), Ranking Member of the Senate Judiciary Immigration Subcommittee, joined immigration advocates and his House colleagues to speak out against the extreme anti-immigrant provisions in Republicans’ reconciliation bill and to call on Congressional Republicans to reject harmful policies targeting immigrant communities. During the press conference hosted by the National Immigration Law Center, Padilla slammed Republicans’ plans to cut critical services Americans rely on in order to spend hundreds of billions on President Trump’s mass deportation agenda.
    Padilla criticized the Republican reconciliation bill’s proposed surges in funding for wasteful immigration initiatives, including increased funding for the border wall and immigrant detention centers, and policy changes to eliminate protections for children, reinstate family detention, and allow the continued terrorization of families through mass deportation.
    “They’re bending over backwards to make cuts to health care, to education, even SNAP benefits, the critical nutrition assistance program that so many families rely on. And why? That’s a good question! Why? Because they’re trying to fund more tax breaks for the ultra-wealthy in America. That just wrong, but it gets worse. They’re also trying to fund this massive and cruel deportation campaign that Donald Trump has insisted on.”
    “The huge increases in funding and staffing levels for ICE and CBP are indeed not just an increase in funding — it is a significant policy change. And we’re asking why? What’s the plan? What’s the strategy? Because it’s been so chaotic and disorganized. What’s their response? They say, ‘trust us.’ Trust you? Really?”
    Padilla slammed the Trump Administration for undermining due process, ignoring court orders, instilling fear in immigrant communities, wasting taxpayer dollars for staged photo ops, and sending both undocumented and documented immigrants to prisons in foreign countries. He emphasized the economic consequences of the Administration’s reckless and inhumane anti-immigrant actions. 
    “They’re terrorizing our communities with their raids and violent arrests, and they’re wasting millions and millions of taxpayer dollars for expensive photo ops like the ones they took at Guantánamo Bay.”
    “Because of it, there’s hardworking immigrants, long-term residents of the United States, who are now afraid to go to work, kids afraid to go to school, parents afraid to go to the store.”
    Padilla concluded his remarks by calling on Republicans to work with Democrats to modernize the United States’ immigration system, and vowed to keep fighting to create a pathway to citizenship for long-term undocumented residents.
    “You would think that maybe just for a moment, Republicans would take this reconciliation process as an opportunity to do what they said before they wanted to do and modernize our nation’s immigration system. But they’re not.”
    “I know we still believe that real reform is still possible. Because, yes, we all know we need a secure and orderly and humane border, but we also need to create the pathways to citizenship for the millions that have earned it and deserve it.”
    “And we will get there. We will get there together. But the next steps in this effort begin with fighting back on the cruelty of the proposed reconciliation plan put forth by Republicans. We have to kill that bill.”
    Representatives Delia C. Ramirez (D-Ill.-03), Pramila Jayapal (D-Wash.-07), Sydney Kamlager-Dove (D-Calif.-37), Ilhan Omar (D-Minn.-05), Jesús G. “Chuy” García (D-Ill.-04), and Nydia Velázquez (D-N.Y.-07) also joined the press conference.
    Senator Padilla is a leading voice in Congress opposing President Trump’s mass deportation agenda and anti-immigrant actions and rhetoric. Last month, Padilla, Senator Dick Durbin (D-Ill.), Representative Jamie Raskin (D-Md.-08), and Representative Jayapal issued a joint statement condemning the Supreme Court’s decision to lift a hold on removals under the Alien Enemies Act of 1798, and he joined 14 lawmakers in condemning President Trump’s unlawful invocation of the antiquated law. Padilla previously issued a joint statement with Senators Durbin, Cory Booker (D-N.J.), and Peter Welch (D-Vt.) slamming President Trump for his attempted invocation of the Alien Enemies Act to deport noncitizens without due process. Last year, Padilla emphasized the dangers and immense economic costs of the Trump Administration’s mass deportation plans during a Senate Judiciary Committee hearing.
    Senator Padilla, Senate Finance Committee Ranking Member Ron Wyden (D-Ore.), Senator Catherine Cortez Masto (D-Nev.), and Senator Elizabeth Warren (D-Mass.) also recently urged the acting Treasury Inspector General for Tax Administration to investigate several reports that the Trump Administration is potentially violating strict taxpayer privacy laws by providing highly sensitive and legally protected taxpayer data to the Department of Homeland Security (DHS) and personnel affiliated with Elon Musk across various federal agencies. Padilla, Cortez Masto, and Wyden previously condemned the Internal Revenue Service’s (IRS) plan to provide sensitive taxpayer information to DHS to locate suspected undocumented immigrants and led a letter to IRS and DHS leadership raising the alarm on reports that DHS and the Department of Government Efficiency had illegally requested this information.
    Audio of Senator Padilla’s remarks is available here.

    MIL OSI USA News

  • MIL-OSI Canada: Reminder: Extension to submit financial security during CARM transition period ends on May 20

    Source: Government of Canada News (2)

    May 14, 2025
    Ottawa, Ontario

    The Canada Border Services Agency (CBSA) Assessment and Revenue Management (CARM) system was launched on October 21, 2024. A transition period was introduced to give commercial importers additional time to post their financial security electronically while continuing to benefit from the Release Prior to Payment (RPP) Program. This transition period is ending at 3 am EDT on May 20, 2025.

    The CBSA strongly encourages importers to enrol in RPP and make arrangements to post financial security before the end of the transition period. Once enrolled in the RPP Program and security is posted, importers are not required to visit a commercial office to pay for the duties and taxes owed at time of release of their commercial shipment. RPP enrollment also means that importers can avoid longer paper-based process and higher processing times. Importers who are not enrolled in RPP will have to pay all duties and taxes at a CBSA office before goods can be released at the border.

    The CBSA has also published a Customs Notice 25-22 reminding importers that the transition period will be ending and providing additional information on how goods can be processed efficiently at the border. Importers are encouraged to consult this Customs Notice and take any action required prior to May 20.

    Every year, over 99 per cent of the 29 million released goods are cleared using RPP as it offers a highly facilitative process. The CBSA is aware that the end of the transition period impacts importers who have not yet adapted to the new process. To ease this transition, the CBSA has been consistently communicating this change and preparing operational procedures to ensure border fluidity is maintained.

    There are also steps that transporting carriers and freight forwards can take today for a smoother border crossing experience on May 20, such as:

    The CBSA introduced several measures, which were developed with input and feedback from stakeholders, to make this transition easier. These included: 

    • Importers with a CARM Client Portal account or a history of importing commercial goods into Canada within the past four years were granted a 180-day period with an additional 30 day extension within which goods could still be released prior to the payment of duties and taxes without requiring the importer to give a security. New importers could also benefit from the remainder of the transition period upon enrolment in the CARM Client Portal following the Release 3 implementation in October 2024;
    • A 12-month broker business number transition period to support the use of broker business numbers, in certain scenarios, to submit accounting on behalf of their importer clients who have not yet registered in the CARM Client Portal;
    • The CBSA also installed 117 Kiosks with access to the CARM Client Portal at CBSA commercial sites across the country;
    • Reallocated staff to support the implementation of CARM, including more staff to assist the CARM Client Support Helpdesk;
    • Published web content, including customs notices and user guides, promoting on social media, updating using news releases and direct messages to importers, hosting hundreds of webinars; and,
    • Published a list of financial security providers that have been accredited by the CBSA.

    The CARM Client Support Helpdesk is available to provide support and the CBSA has added resources and a dedicated work flow for CARM registration enquiries. User guides and the CARM Go-Live Playbook are also available on the User Guides web page to help clients navigate the CARM Client Portal. Clients requiring support for Electronic Data Interchange or Application Program Interface may contact the CARM Technical Support Unit

    MIL OSI Canada News

  • MIL-OSI USA: Thompson, Sewell Introduce Solid American Hardwood Tax Credit Act

    Source: United States House of Representatives – Congressman Glenn Thompson (5th District Pennsylvania)

    Bipartisan bill will level playing field for American-grown and manufactured hardwood products

    WASHINGTON, D.C. – U.S. Representatives Glenn “GT” Thompson (R-PA) and Terri Sewell (D-AL) introduced the Solid American Hardwood Tax Credit Act to allow individual taxpayers to include solid American manufactured hardwood products, such as flooring and paneling, as qualified home energy efficiency improvements under the Energy Efficient Home Improvement Credit. By including hardwood materials as eligible products for this credit, the legislation will provide meaningful environmental and economic benefits.

    As a building material, hardwood actively sequesters carbon and serves as long-term carbon storage in residential structures. Carbon storage reduces the impact of greenhouse gases in the atmosphere and helps support more sustainable practices. By ensuring hardwood materials are fairly counted as an energy efficient home improvement, this legislation will help lower the cost of housing, strengthen American manufacturing, and protect American jobs.

    “Pennsylvania is blessed with some of the finest hardwoods in the world, which have provided thousands of jobs across the Commonwealth,” Rep. Thompson said. “This bill supports the Trump Administration’s timber production and housing affordability initiatives, ultimately helping to lower housing costs and strengthen American industry. I look forward to continuing to advocate for domestic hardwood production.”
     
    “Alabama’s rich history and association with timber farming and hardwood product sale & production is integral for a strong statewide economy,” Rep. Sewell said. “This legislation will help preserve American jobs in the lumber and hardwood industries by combating bad actors in China that have begun to flood markets with inadequate imitations of U.S made products.”
     
    “Without active management, responsible harvesting, and robust markets, the health of our hardwood forests—and the industries and communities that depend on them—are at serious risk.  Providing consumers with a tax credit to purchase real, American grown, American manufactured solid hardwood products over cheap, imported substitutes will save thousands of American jobs and small businesses in rural America,” said Dallin Brooks, Executive Director of the National Hardwood Lumber Association.

    MIL OSI USA News

  • MIL-OSI USA: Pelosi, Democratic Women’s Caucus to Committee Republicans: Don’t Cut Medicaid and SNAP, Stand with Women and Families

    Source: United States House of Representatives – Congresswoman Nancy Pelosi Representing the 12th District of California

    Washington, D.C. — Yesterday, Speaker Emerita Nancy Pelosi joined 42 Democratic Women’s Caucus members led by DWC Chair Teresa Leger Fernández (NM-03), Vice Chair Emilia Sykes (OH-13), and Policy Task Force Co Chair Deborah K. Ross (NC-02) in sending a letter to the Republican Members of the House Energy and Commerce, Ways and Means, and Agriculture Committees. The letter urged Republicans to stand with women and families by protecting Medicaid, SNAP, and other programs women and families need to thrive in their budget.

    In the letter, sent Monday evening ahead of markups this week, DWC members explained why Medicaid and SNAP are so important for women and families across America, and how devastating these cuts will be to women already struggling to put food on the table or provide for their families:

    “62% of SNAP households serving children are headed by a single adult, of which 92% were headed by women. We have a simple question for you: will you stand with single moms trying to feed their kids or with billionaires? Cuts to SNAP could steal food from the mouths of 11 million children ages 5 to 17; 4.4 million children under the age of 5; and 7.8 million seniors ages 60 and older. With rising grocery prices, this devastation will be felt even harder.”

    “Ripping health care away from pregnant women and closing down rural hospitals under the guise of ‘eliminating waste, fraud, and abuse’ is nothing but a poor excuse for abandoning women, babies, and your duty as a Member of Congress. There are many ways to reduce fraud and keep women safe–we call on you to protect women and babies by voting against any and all cuts to Medicaid and other essential health programs.”

    The Members also called on Republicans to “consider the experiences of your constituents who are navigating increasing costs while raising a family and preserve or increase the Child Tax Credit to help women and families.”

    The full letter can be accessed here

    MIL OSI USA News

  • MIL-OSI USA: Crapo Applauds House Committee Markups Advancing President Trump’s Economic Agenda

    US Senate News:

    Source: United States Senator for Idaho Mike Crapo

    Washington, D.C.–U.S. Senate Finance Committee Chairman Mike Crapo (R-Idaho) today applauded U.S. House Ways and Means Committee Chairman Jason Smith (R-Missouri) and U.S. House Energy and Commerce Committee Chairman Brett Guthrie (R-Kentucky) on successful committee markups that move Congress one step closer to delivering on President Trump’s economic agenda.
    “We have been working closely with our House counterparts on the Ways and Means Committee, the Energy and Commerce Committee and the Administration on a unified goal: to extend pro-growth tax policy, ensure Americans can keep more of their hard-earned money, provide additional tax relief to those who need it most, and take long-overdue action toward getting our fiscal house in order.  These committees have taken significant steps by passing legislation that builds on the success of the Tax Cuts and Jobs Act and preserves and strengthens federal health care programs, and I commend Chairmen Smith and Guthrie for the progress they have made.  The Senate will continue working through its process to make Trump’s tax cuts permanent and deliver additional tax relief for American workers and families, and I look forward to continued coordination with our House colleagues.  I am confident we can build on this momentum and deliver on our shared vision of restoring economic prosperity and opportunity for all Americans.”

    MIL OSI USA News

  • MIL-OSI USA: Florida Equipment Manufacturer Sentenced for Tax Evasion

    Source: US State Government of Utah

    A Florida man was sentenced today to 24 months in prison for evading nearly $2.4 million in taxes on income he earned from his business.

    The following is according to court documents and statements made in court: Roger Whitman manufactured and sold Rife machines, devices that use energy waves to purportedly treat a wide range of medical conditions. Between 2002 and 2018, Whitman generated millions of dollars in gross receipts from the sale of such equipment. Whitman also has a long history of non-compliance with his tax obligations, having not filed an individual income tax return since 1997 and not made any tax payments since 2000.

    In 2012, the IRS assessed nearly $800,0000 in taxes against Whitman for 2002 through 2009 and then began trying to collect these taxes from him. To thwart the IRS’s collection efforts, Whitman formed a trust with his girlfriend serving as the trustee. Whitman then directed his income from the business into the trust’s bank accounts and used the funds from these accounts to pay personal expenses. In approximately July 2019, to further thwart IRS efforts, Whitman formed a new entity to operate his business.

    Through his actions, Whitman caused a tax loss to the IRS of more than $2.4 million.

    In addition to his prison sentence, U.S. District Judge John Antoon II for the Middle District of Florida ordered Whitman to serve one year of supervised release and pay $2,314,220.15 in restitution to the IRS.

    Acting Deputy Assistant Attorney General Karen E. Kelly of the Justice Department’s Tax Division made the announcement.

    IRS Criminal Investigation investigated the case.

    Trial Attorney Melissa Siskind of the Tax Division prosecuted the case, with assistance and support from the U.S. Attorney’s Office for the Middle District of Florida.

    MIL OSI USA News

  • MIL-OSI USA: Florida Financial Advisor Sentenced for Promoting Illegal Tax Shelter and Stealing Client Funds

    Source: US State Government of Utah

    A Florida financial advisor was sentenced today to eight years in prison for orchestrating a nearly decade-long scheme to promote an illegal tax shelter and to steal client funds.

    The following is according to court documents and statements made in court: Stephen T. Mellinger III, of Delray Beach, was a financial advisor, insurance salesman, and securities broker operating in Florida, Michigan, Mississippi, and elsewhere. Beginning in late 2013, Mellinger conspired with others to promote an illegal tax shelter whereby clients would claim false tax deductions for so-called “royalty payments” to fraudulently reduce their taxes. In reality, the “royalty payments” were merely a circular flow of money designed to give the appearance of genuine business expenses. Typically, a client would send money to bank accounts controlled by Mellinger and his co-conspirators, who then sent the money, minus a fee, to a different bank account that the client controlled. Tax shelter participants retained control of the money they transferred, while falsely deducting the transfers as business expenses on their tax returns.

    In total, Mellinger and his co-conspirators helped clients prepare tax returns that claimed over $106 million in false tax deductions, which caused a tax loss to the IRS of approximately $37 million. Mellinger and a co-conspirator, who was a relative, collectively earned approximately $3 million in fees from the scheme.

    In January 2016, Mellinger learned that several of his clients were under investigation and that the United States had started seizing their funds. Mellinger and the relative subsequently stole more than $2.1 million from some of the clients, a portion of which Mellinger used to buy a home in Delray Beach.

    In addition to the prison sentence, U.S. District Judge Keith Starrett for the Southern District of Mississippi ordered Mellinger to serve three years of supervised release and to pay approximately $37 million in restitution to the United States.

    Acting Deputy Assistant Attorney General Karen E. Kelly of the Justice Department’s Tax Division, Matthew R. Galeotti, Head of the Justice Department’s Criminal Division, Acting U.S. Attorney Patrick Lemon for the Southern District of Mississippi, Special Agent in Charge Demetrius Hardeman of IRS Criminal Investigation’s Atlanta Field Office, and Deputy Inspector General for Investigations and Director of DCIS Kelly P. Mayo made the announcement.

    IRS Criminal Investigation and the Department of Defense Office of Inspector General’s Defense Criminal Investigative Service (DCIS) are investigating the case.

    Trial Attorneys Richard J. Hagerman, William Montague and Matthew Hicks of the Tax Division, Trial Attorneys Emily Cohen and Jasmin Salehi Fashami of the Criminal Division’s Money Laundering and Asset Recovery Section (MLARS), and Assistant U.S. Attorney Charles W. Kirkham for the Southern District of Mississippi are prosecuting the case.

    MIL OSI USA News

  • MIL-OSI Russia: Government meeting (2025, No. 16)

    Translation. Region: Russian Federal

    Source: Government of the Russian Federation – An important disclaimer is at the bottom of this article.

    1. On the draft federal law “On Amendments to Article 1262 of Part One and Part Two of the Tax Code of the Russian Federation and Article 3 of the Federal Law “On Amendments to Articles 102 and 1262 of Part One and Part Two of the Tax Code of the Russian Federation”

    The bill is aimed at motivating employers to participate in the formation of funds under the long-term savings program for the benefit of their employees, as well as encouraging citizens to enter into long-term life insurance contracts.

    2. On amending the Resolution of the Government of the Russian Federation of April 23, 2021 No. 636 (in terms of amending the Regulation on the Federal Customs Service)

    The draft act provides for amendments in terms of granting the Federal Customs Service of Russia the authority to take measures related to counteracting the financing of extremist activities.

    3. On Amendments to the Resolution of the Government of the Russian Federation of March 16, 2009 No. 228 (regarding amendments to the Regulation on the Federal Service for Supervision of Communications, Information Technology and Mass Media)

    The draft act is aimed at implementing the provisions of the Federal Law of December 26, 2024 No. 479-FZ “On Amendments to the Federal Law “On Advertising” and Certain Legislative Acts of the Russian Federation”.

    4. On the allocation of budgetary appropriations from the reserve fund of the Government of the Russian Federation to the Ministry of Digital Development of the Russian Federation in 2025 to provide a subsidy to the joint-stock company DOM.RF in the form of a contribution to property that does not increase its authorized capital

    The draft order is aimed at compensating credit and other organizations for lost income on housing (mortgage) loans (credits) issued to employees of accredited organizations operating in the field of information technology.

    5. On Amendments to Certain Acts of the Government of the Russian Federation (in terms of amendments to the Regulation on the Federal Service for Supervision of Natural Resources)

    The draft act is aimed at bringing the provisions of Government acts into line with the legislative changes introduced by Federal Law No. 460-FZ of December 13, 2024 “On Amendments to Certain Legislative Acts of the Russian Federation”.

    Moscow, May 14, 2025

    The content of the press releases of the Department of Press Service and References is a presentation of materials submitted by federal executive bodies for discussion at a meeting of the Government of the Russian Federation.

    Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.

    MIL OSI Russia News

  • MIL-OSI USA: Bean Praises Committee Passage of Historic Tax Relief for Northeast Florida Families and Businesses

    Source: United States House of Representatives – Representative Aaron Bean Florida (4th District)

    WASHINGTON—Today, U.S. Congressman Aaron Bean (FL-04) released the following statement upon the House Ways and Means Committee’s successful vote of reconciliation legislation that will provide tax relief for Northeast Florida families and businesses.   

    “I have been fighting tirelessly for working families, small businesses, and seniors to keep more of their hard-earned money, not less—and that’s exactly what this bill delivers. No tax on tips, no tax on overtime pay, tax relief for our seniors, and expanding the child tax credit. In addition, I have championed expanding the use of health savings accounts, increasing the standard deduction that benefits all Northeast Florida families, and expanding educational opportunities by creating a tax credit for students to attend private schools.

    By extending and expanding successful provisions within the 2017 Tax Cuts and Jobs Act, we are laying the foundation for an economy that works for everyone, not just today, but for generations to come. I look forward to getting this America First bill to the President’s desk.”

    Watch Congressman Bean’s opening remarks here.

    BACKGROUND 

    Make American Families & Workers Thrive Again

    • Makes the 2017 Trump tax cuts permanent – protecting the average taxpayer from a 22 percent tax hike and providing an additional $1,300 tax cut for the average American family.
    • Delivers on President Trump’s priorities of no tax on tips, overtime pay, and car loan interest, and provides additional tax relief for seniors.
    • Locks in and boosts the doubled Child Tax Credit for more than 40 million families and provides additional tax relief for American families.
    • Preserves and increases the doubled guaranteed deduction for 91 percent of all taxpayers.
    • Expands 529 education savings accounts to empower American families and students to choose the education that best fits their needs, whether it is K-12 materials or obtaining a postsecondary trades credential.
    • Supports working families by expanding access to childcare and making permanent the paid leave tax credit.
    • Puts American families in control of their health care by expanding health savings accounts and cementing into law a Trump Administration policy that offers more choice and flexibility for health coverage options.
    • Starts building financial security for America’s children at birth with the creation of new savings accounts.

    Make Rural America & Main Street Grow Again

    Make America Win Again

    • Holds elite universities that operate more like major corporations and other tax-exempt entities accountable, ensuring they can no longer abuse generous benefits provided through the tax code.
      • Increases the university endowment tax and subjects the largest endowments to the corporate tax rate.
      • Increase tax on massive non-profits that resemble hedge funds and pay their employees huge salaries.
    • Ends $500 billion in Biden-era tax breaks and special interest giveaways to the wealthy, big corporations, and China.
    • Prevents taxpayer benefits from going to illegal immigrants by requiring a Social Security number for individuals claiming tax credits and deductions, ending illegal immigrant eligibility for Obamacare premium tax credits and Medicare, and applying new fees on remittance payments from illegal immigrants to outside the U.S.

    The tax package passed the House Ways and Means Committee by a vote of 26 to 19.

    ###

    MIL OSI USA News

  • MIL-OSI USA: Congressman Moran Votes to Advance the ‘One, Big, Beautiful’ Bill Out of the Ways and Means Committee

    Source: Congressman Nathaniel Moran (R-TX-01)

    Washington, D.C. ­– Congressman Nathaniel Moran (R-TX-01) and fellow Republicans on the House Ways and Means Committee voted today to advance their portion of the “One, Big, Beautiful Bill” after more than 17 hours of deliberation. This bill cuts taxes for individuals and businesses—protecting working Americans’ paychecks, reducing the burden of childcare and healthcare costs, and supporting small businesses—all in a united effort to strengthen the American dream.

    Watch Congressman Moran’s Full Remarks HERE

    At its core, this bill aims to be broad-based and to increase the liberty of every American by reducing taxation,” said Congressman Moran. “That’s the goal of the ‘One, Big, Beautiful Bill’ we’re advancing today—because when the tax rate goes down, liberty goes up for every American.”

    For the past two years, House Republicans on the Ways and Means Committee have travelled across the country meeting with small business owners, farmers and ranchers, working families, and everyday Americans to ensure their voices are reflected in this legislation. That work culminated this week in the Committee’s markup of key tax provisions that will strengthen the backbone of America: working families, small businesses, and rural communities.

    Congressman Moran also praised Ways and Means Chairman Jason Smith (R-MO-08) for his leadership on the Committee and his close collaboration with President Trump to align conservative tax policy with the America First agenda.

    What’s at Stake for TX-01 if the Trump Tax Cuts Expire:

    • The average TX-01 taxpayer would face a 24% tax hike if the Trump Tax Cuts expire at the end of 2025
    • A family of four earning the median income of $62,182 would see a $1,142 tax increase—the equivalent of six weeks of groceries
    • 83,600 TX-01 families would see their Child Tax Credit cut in half
    • 93% of TX-01 taxpayers would lose half of their Guaranteed Deduction
    • 41,330 small businesses would be hit with a 43.4% tax rate if the Section 199A small business deduction expires
    • 12,193 family-owned farms would see their death tax exemption slashed in half
    • 5,558 TX-01 taxpayers would again be impacted by the Alternative Minimum Tax

    ###

    MIL OSI USA News

  • MIL-OSI: POET Technologies Reports First Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    TORONTO, May 14, 2025 (GLOBE NEWSWIRE) — POET Technologies Inc. (“POET” or the “Company”) (TSX Venture: PTK; NASDAQ: POET), the designer and developer of Photonic Integrated Circuits (PICs), light sources and optical modules for the AI and data center markets, today reported its unaudited condensed consolidated financial results for the first quarter ended March 31, 2025. The Company’s financial results as well as the Management Discussion and Analysis have been filed on SEDAR+. All financial figures are in United States dollars (“USD”) unless otherwise indicated.

    Management Commentary:

    “In the first quarter of 2025, we continued to build momentum across multiple fronts—technology innovation, commercial progress, strategic partnerships and production capacity – positioning the company for accelerated revenue growth in the second half of the year,” said Dr. Suresh Venkatesan, Chairman & CEO of POET Technologies. “The transition out of SPX in China into Malaysia was a timely and energizing event for the Company. Opening a 10,000 square foot clean room filled with wafer-level production tools at our partner, Globetronics, was the indispensable next step to accepting volume orders from AI and cloud data center customers. As we look ahead, we are building on the strong foundation of innovative products introduced at OFC, and the reaction of customers and partners, reinforces our conviction that POET is on the cusp of a meaningful revenue inflection later this year.”

    Notable Business Highlights:

    • Shipped final design samples of its POET Infinity transmit product line for 400G and 800G applications to three major technology leaders. The products include 400G FR4, 800G 2xFR4 and 800G DR8 transmit formats, all assembled at our high-volume production facility in Malaysia.
    • Demonstrated its latest innovations, POET Teralight™, a line of 1.6T highly integrated transmit and receive optical engines and the new POET Blazar™, an advanced light source at the Optical Fiber Communications (“OFC”) Conference.
    • Partnered with Lessengers, an innovative optical solution provider based in South Korea, to offer a differentiated 800G DR8 transceiver

    Non-IFRS Financial Summary
    The Company reported non-recurring engineering (“NRE”) and product revenue of $166,760 in the first quarter of 2025 compared to $8,710 for the same period in 2024 and $29,032 in the fourth quarter of 2024. Historically, the Company provided NRE services to multiple customers for unique projects that are being addressed utilizing the capabilities of the POET Optical Interposer. The Company only had small product revenue in Q1 2025.

    The Company reported a net income of $6.3 million, or $0.08 per share, in the first quarter of 2025 compared with a net loss of $5.7 million, or ($0.13) per share, for the same period in 2024 and a net loss of $30.2 million, or ($0.50) per share, in the fourth quarter of 2024. The net income in the first quarter of 2025 included research and development costs of $4.3 million compared to $1.9 million for the same period in 2024 and $3.4 million in the fourth quarter of 2024. Fluctuations in R&D for a Company of this size and this stage of growth is expected on a period-over-period basis as the Company transitions from technology development to product development.

    The largest component of the Company’s income was from the non-cash gain in fair value adjustment to derivative warrant liability of $15.4 million in the first quarter of 2025, compared to loss of $630,000 in the same period in 2024 and a loss of $12.4 million in the fourth quarter of 2024. This non-cash item relates to warrants issued in a foreign currency and is periodically remeasured.

    Other non-cash expenses in the first quarter of 2025 included stock-based compensation of $0.8 million and depreciation and amortization of $0.7 million. Non-cash stock-based compensation and depreciation and amortization in the same period of 2024 were $0.9 million and $0.5 million, respectively. Fourth quarter 2024 stock-based compensation and depreciation and amortization were $1.4 million and $0.5 million, respectively. The Company had non-cash finance costs of $33,000 in the first quarter of 2025 compared to non-cash finance costs of $20,000 in the first quarter of 2024 and non-cash costs of $32,000 in the fourth quarter of 2024.

    The Company recognized other income, including interest of $528,000 in the first quarter of 2025, compared to $52,000 in the same period in 2024 and $511,000 in the fourth quarter of 2024.

    During the fourth quarter of 2024, the Company acquired the remaining 24.8% interest of SPX from SAIC. The acquisition of this interest resulted in a non-cash loss to the Company of $6,852,687. There was no impact of the acquisition transaction in the first quarter of 2025.

    Cash flow from operating activities in the first quarter of 2025 was ($8.9) million compared to ($4.6) million in the first quarter of 2024 and ($8.7) million in the fourth quarter of 2024.

    Summary of Financial Performance
    The following is a summary of the Company’s operations over the five quarters ending March 31, 2025. This information should be read in conjunction with the Company’s financial statements filed on Sedar+ on May 14, 2025.

     
    POET TECHNOLOGIES INC.
    PROFORMA – NON-IFRS AND IFRS PRESENTATION OF OPERATIONS
    (All figures are in U.S. Dollars)
     
    For the Quarter ended: 31-Mar-25     31-Dec-24     30-Sep-24     30-Jun-24     31-Mar-24    
    Revenue 166,760     29,032     3,685         8,710    
    Research and development (4,360,192 )   (3,437,683 )   (1,765,481 )   (2,117,828 )   (1,922,066 )  
    Depreciation and amortization (726,868 )   (475,281 )   (525,955 )   (509,699 )   (509,260 )  
    Professional fees (276,184 )   (679,156 )   (480,871 )   (366,839 )   (409,726 )  
    Wages and benefits (2,123,274 )   (758,883 )   (667,963 )   (780,146 )   (768,496 )  
    Loss on acquisition of 24.8% of SPX     (6,852,687 )              
    Stock-based compensation (841,793 )   (1,404,995 )   (1,525,131 )   (1,591,741 )   (947,502 )  
    General expenses and rent (898,056 )   (474,937 )   (465,448 )   (448,357 )   (570,819 )  
    Finance advisory fees (476,802 )   (4,239,831 )   (1,319,392 )   (942,576 )      
    Derivative liability adjustment 15,382,971     (12,444,661 )   (6,179,836 )   (1,376,761 )   (629,824 )  
    Interest expense (32,786 )   (31,605 )   (30,482 )   (20,833 )   (19,753 )  
    Other (income), including interest 527,782     511,448     216,337     174,911     52,558    
    Net loss 6,341,558     (30,259,239 )   (12,740,537 )   (7,979,869 )   (5,716,178 )  
                                   
    Net income (loss) per share – Basic 0.08     (0.50 )   (0.20 )   (0.14 )   (0.13 )  
    Net income (loss) per share – Diluted     (0.50 )   (0.20 )   (0.14 )   (0.13 )  
     

    About POET Technologies Inc.
    POET is a design and development company offering high-speed optical modules, optical engines and light source products to the artificial intelligence systems market and to hyperscale data centers. POET’s photonic integration solutions are based on the POET Optical Interposer™, a novel, patented platform that allows the seamless integration of electronic and photonic devices into a single chip using advanced wafer-level semiconductor manufacturing techniques. POET’s Optical Interposer-based products are lower cost, consume less power than comparable products, are smaller in size and are readily scalable to high production volumes. In addition to providing high-speed (800G, 1.6T and above) optical engines and optical modules for AI clusters and hyperscale data centers, POET has designed and produced novel light source products for chip-to-chip data communication within and between AI servers, the next frontier for solving bandwidth and latency problems in AI systems. POET’s Optical Interposer platform also solves device integration challenges in 5G networks, machine-to-machine communication, self-contained “Edge” computing applications and sensing applications, such as LIDAR systems for autonomous vehicles. POET is headquartered in Toronto, Canada, with operations in Allentown, PA, Shenzhen, China, and Singapore. More information about POET is available on our website at www.poet-technologies.com.

    Forward-Looking Statements
    This news release contains “forward-looking information” (within the meaning of applicable Canadian securities laws) and “forward-looking statements” (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995). Such statements or information are identified with words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “potential”, “estimate”, “propose”, “project”, “outlook”, “foresee” or similar words suggesting future outcomes or statements regarding any potential outcome. Such statements include the Company’s expectations with respect to its move of production capacity from China to Malaysia, the ability of its partners to install and operate production equipment, the reaction of customers and partners to the Company’s product offerings, the success of the Company’s product development efforts, the performance of its products, the expected results of its operations, meeting revenue targets, and the expectation of continued success in the financing efforts, the capability, functionality, performance and cost of the Company’s technology as well as the market acceptance, inclusion and timing of the Company’s technology in current and future products and expectations for approval of proposals at the Company’s annual meeting of shareholders.

    Such forward-looking information or statements are based on a number of risks, uncertainties and assumptions which may cause actual results or other expectations to differ materially from those anticipated and which may prove to be incorrect. Assumptions have been made regarding, among other things, management’s expectations regarding its move of production capacity from China to Malaysia, the ability of its partner to meet production expectations, the reaction of customers and partners to the Company’s product offerings, the success and timing for completion of its development efforts, the introduction of new products, financing activities, future growth, recruitment of personnel, opening of offices, the form and potential of its joint venture, plans for and completion of projects by the Company’s consultants, contractors and partners, availability of capital, and the necessity to incur capital and other expenditures. Actual results could differ materially due to a number of factors, including, without limitation, the failure to achieve high volume production in Malaysia on time, the failure of its products to meet performance requirements or to be produced in Malaysia on time and budget, the lack of sales in its products, once released, operational risks in the completion of the Company’s anticipated projects, risks affecting the Company’s ability to execute projects, the ability of the Company to generate sales for its products, the ability to attract key personnel, the ability to raise additional capital and the agreement by shareholders to approve proposals put forth by the Company at shareholders’ meetings. Although the Company believes that the expectations reflected in the forward-looking information or statements are reasonable, prospective investors in the Company’s securities should not place undue reliance on forward-looking statements because the Company can provide no assurance that such expectations will prove to be correct. Forward-looking information and statements contained in this news release are as of the date of this news release and the Company assumes no obligation to update or revise this forward-looking information and statements except as required by law.

    Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
    120 Eglinton Avenue, East, Suite 1107, Toronto, ON, M4P 1E2 – Tel: 416-368-9411 – Fax: 416-322-5075

    The MIL Network

  • MIL-OSI Security: Florida Financial Advisor Sentenced for Promoting Illegal Tax Shelter and Stealing Client Funds

    Source: United States Department of Justice

    A Florida financial advisor was sentenced today to eight years in prison for orchestrating a nearly decade-long scheme to promote an illegal tax shelter and to steal client funds.

    The following is according to court documents and statements made in court: Stephen T. Mellinger III, of Delray Beach, was a financial advisor, insurance salesman, and securities broker operating in Florida, Michigan, Mississippi, and elsewhere. Beginning in late 2013, Mellinger conspired with others to promote an illegal tax shelter whereby clients would claim false tax deductions for so-called “royalty payments” to fraudulently reduce their taxes. In reality, the “royalty payments” were merely a circular flow of money designed to give the appearance of genuine business expenses. Typically, a client would send money to bank accounts controlled by Mellinger and his co-conspirators, who then sent the money, minus a fee, to a different bank account that the client controlled. Tax shelter participants retained control of the money they transferred, while falsely deducting the transfers as business expenses on their tax returns.

    In total, Mellinger and his co-conspirators helped clients prepare tax returns that claimed over $106 million in false tax deductions, which caused a tax loss to the IRS of approximately $37 million. Mellinger and a co-conspirator, who was a relative, collectively earned approximately $3 million in fees from the scheme.

    In January 2016, Mellinger learned that several of his clients were under investigation and that the United States had started seizing their funds. Mellinger and the relative subsequently stole more than $2.1 million from some of the clients, a portion of which Mellinger used to buy a home in Delray Beach.

    In addition to the prison sentence, U.S. District Judge Keith Starrett for the Southern District of Mississippi ordered Mellinger to serve three years of supervised release and to pay approximately $37 million in restitution to the United States.

    Acting Deputy Assistant Attorney General Karen E. Kelly of the Justice Department’s Tax Division, Matthew R. Galeotti, Head of the Justice Department’s Criminal Division, Acting U.S. Attorney Patrick Lemon for the Southern District of Mississippi, Special Agent in Charge Demetrius Hardeman of IRS Criminal Investigation’s Atlanta Field Office, and Deputy Inspector General for Investigations and Director of DCIS Kelly P. Mayo made the announcement.

    IRS Criminal Investigation and the Department of Defense Office of Inspector General’s Defense Criminal Investigative Service (DCIS) are investigating the case.

    Trial Attorneys Richard J. Hagerman, William Montague and Matthew Hicks of the Tax Division, Trial Attorneys Emily Cohen and Jasmin Salehi Fashami of the Criminal Division’s Money Laundering and Asset Recovery Section (MLARS), and Assistant U.S. Attorney Charles W. Kirkham for the Southern District of Mississippi are prosecuting the case.

    MIL Security OSI

  • MIL-OSI: North American Construction Group Ltd. Announces Results for the First Quarter Ended March 31, 2025

    Source: GlobeNewswire (MIL-OSI)

    ACHESON, Alberta, May 14, 2025 (GLOBE NEWSWIRE) — North American Construction Group Ltd. (“NACG”) (TSX:NOA/NYSE:NOA) today announced results for the first quarter ended March 31, 2025. Unless otherwise indicated, financial figures are expressed in Canadian dollars, and comparisons are to the prior period ended March 31, 2024.

    First Quarter 2025 Highlights:

    • Combined revenue of $391.5 million, the second-highest quarter in company history, compared favorably to $345.7 million in the same period last year and was driven equally by higher heavy equipment fleet commissioned in Australia and higher equipment utilization in Canada.
    • Reported revenue of $340.8 million, compared to $297.0 million in the same period last year, was driven primarily by increased capacity in Australia and a 68% utilization in Canada. However, lower utilization in Australia, due to the high number of rain days in February and March, far exceeding historical average, tempered overall performance.
    • Our net share of revenue from equity consolidated joint ventures was $50.7 million in 2025 Q1, compared to $48.7 million in the same period last year. While the Fargo project saw a quarter-over-quarter increase, this was offset by lower volumes within the Nuna Group of Companies and the discontinuation of the Brake Supply joint venture.
    • Adjusted EBITDA of $99.9 million was a slight increase of $2.5 million, or 3%, compared to the 2024 Q1 result of $97.4 million. However, the operational challenges of excessive rainfall in Australia and an extended bitter cold snap in Canada fully offset the 15% increase in revenue.
    • Combined gross profit of $51.6 million and margin of 13.2% declined compared to the $62.4 million and 18.1% metrics posted in the same period last year. The overall margin decrease reflects the specific impacts of rain and cold weather in Australia and Canada.
    • Cash flows generated from operating activities reached $51.4 million, exceeding the $19.0 million reported in the same period last year, primarily due to a lower working capital draw in the current quarter. Sustaining capital additions of $89.9 million reflect the front-loaded nature of our capital maintenance program in Canada.
    • Free cash flow resulted in a use of cash of $41.6 million in the quarter, driven by the consumption of $24.5 million by our working capital accounts. The working capital draw on cash remains directionally consistent to 2024 Q1 and aligns with the typical seasonal impacts of our annual business cycle.
    • Net debt was $867.5 million at March 31, 2025, an increase of $11.3 million from December 31, 2024, as free cash flow usage and growth spending required debt financing. The cash-related interest rate during the quarter on our debt was 6.2% due to Bank of Canada posted rates and the impact on equipment financing rates.
    • Additional highlights during and after the quarter: i) the Fargo-Moorhead flood diversion project passed the 65% completion mark prior to March 31; ii) successfully commenced the early development work at a copper mine in New South Wales; iii) first operational wins achieved under the new Finning parts and component supply and services agreement; iv) converted $73 million of debentures to 3.0 million common shares; and v) on May 1, completed $225 million of senior unsecured financing to increase liquidity as we advance efforts on heavy civil infrastructure and mining opportunities in Australia and North America.

    Joe Lambert, President and CEO stated, “It’s no surprise that severe weather impacts our business, and Q1 2025 proved especially challenging across both geographies. However, we remain optimistic about the more stable conditions expected for the remainder of the year. Our full-year expectations remain intact, and we are eager to execute the contracted scopes for our customers. We continue to see significant opportunities and tailwinds in the heavy civil infrastructure and mining industries in Australia and North America and are diligently advancing efforts to secure new scopes, leveraging our strong reputation in these regions.”

    Consolidated Financial Highlights

        Three months ended    
        March 31,    
    (dollars in thousands, except per share amounts)     2025     2024   Change
    Revenue   $ 340,833     $ 297,026     $ 43,807  
    Cost of sales(i)     242,228       195,670       46,558  
    Depreciation(i)     60,714       47,862       12,852  
    Gross profit(i)   $ 37,891     $ 53,494     $ (15,603 )
    Gross profit margin(i)(ii)     11.1 %     18.0 %   (6.9 )%
    General and administrative expenses (excluding stock-based compensation)(ii)     11,090       10,835       255  
    Stock-based compensation (benefit) expense     (3,408 )     3,608       (7,016 )
    Operating income(i)     30,582       38,480       (7,898 )
    Interest expense, net     13,516       15,597       (2,081 )
    Net income(i)     6,163       11,511       (5,348 )
    Comprehensive income(i)     6,641       10,818       (4,177 )
                 
    Adjusted EBITDA(i)(ii)     99,932       97,386       2,546  
    Adjusted EBITDA margin(i)(ii)(iii)     25.5 %     28.2 %   (2.7 )%
                 
    Per share information            
    Basic net income per share   $ 0.22     $ 0.43     $ (0.21 )
    Diluted net income per share   $ 0.21     $ 0.39     $ (0.18 )
    Adjusted EPS(ii)   $ 0.52     $ 0.79     $ (0.27 )

    (i)The prior year amounts are adjusted to reflect a change in policy. See “Accounting Estimates, Pronouncements and Measures”.
    (ii)See “Non-GAAP Financial Measures”.
    (iii)Adjusted EBITDA margin is calculated using adjusted EBITDA over total combined revenue.

        Three months ended
        March 31,
    (dollars in thousands)     2025       2024  
    Consolidated Statements of Cash Flows        
    Cash provided by operating activities(i)   $ 51,418     $ 18,959  
    Cash used in investing activities(i)     (93,781 )     (66,095 )
    Effect of exchange rate on changes in cash     (1,075 )     (99 )
    Add back of growth and non-cash items included in the above figures:        
    Growth capital additions(ii)     28,066       19,607  
    Capital additions financed by leases(ii)     (26,203 )     (14,156 )
    Free cash flow(i)   $ (41,575 )   $ (41,784 )

    (i)The prior year amounts are adjusted to reflect a change in policy. See “Accounting Estimates, Pronouncements and Measures”.
    (ii)See “Non-GAAP Financial Measures”.

    Declaration of Quarterly Dividend

    On May 14th, 2025, the NACG Board of Directors declared a regular quarterly dividend (the “Dividend”) of twelve Canadian cents ($0.12) per common share, payable to common shareholders of record at the close of business on June 4, 2025. The Dividend will be paid on July 11, 2025, and is an eligible dividend for Canadian income tax purposes.

    Resignation of Vanessa Guthrie

    Effective May 14, 2025, Dr. Vanessa Guthrie, AO, resigned from her position as a director of NACG for personal reasons. Martin Ferron, Chair of the Board, stated “We wish to extend our sincerest thanks to Dr. Guthrie for the insight and perspectives she brought to the company during what was an important transitional period for us as we expanded operations into Australia. We wish her all the best in the future.”

    Results for the Three Months Ended March 31, 2025

    Revenue of $340.8 million represented a $43.8 million (or 15%) increase from 2024 Q1 as Heavy Equipment – Australia and Heavy Equipment – Canada were up 18% and 13%, respectively.

    Revenue within Heavy Equipment – Australia, which is primarily comprised of the MacKellar Group (“MacKellar”), increased $23.8 million quarter-over-quarter primarily due to a 25% increase in the large capacity heavy equipment fleet over the past twelve months. This fleet increase was offset by the 12% decrease in equipment utilization (68% versus 2024 Q1 of 80%) as the high number of rain days experienced in both February and March well exceeded historical averages and operational expectations. The Carmichael mine was significantly affected by rain, receiving over 340 mm of rainfall over the two months, nearly double the historical average and our forecast of 180 mm. Excessive rainfall caused the slowdown of mining activity and the parking of the large capacity heavy mining equipment due to flooding of the lower lying mining areas as well as certain mine, access and service roads requiring additional maintenance.

    Equipment utilization in the oil sands region of 68% drove a 13% increase from 2024 Q1 in the Heavy Equipment – Canada segment. Demand for large capacity heavy equipment was strong for the full quarter, with top-line performance constrained only by extended periods of cold weather and mechanical availability. The Millennium mine currently has approximately 40% of our fleet operating on site and is the primary driver of both equipment utilization and top-line revenue.

    Combined revenue in the quarter of $391.5 million, the second-highest quarter in company history, represented a $45.8 million (or 13%) increase from 2024 Q1. Our share of revenue generated in the quarter by joint ventures and affiliates was $50.7 million, compared to $48.7 million in 2024 Q1 (an increase of 4%) with quarter-over-quarter increases in the Fargo project offset by lower volumes within the Nuna Group of Companies (“Nuna”) as well as the termination of the Brake Supply Joint Venture which occurred in the latter half of 2024. The Fargo project progressed past the 65% completion mark during the quarter with the modest top-line revenue reflecting the expected impact of winter conditions on civil earth-moving scopes.

    Adjusted EBITDA of $99.9 million was a slight increase of $2.5 million, or 3%, from the 2024 Q1 result of $97.4 million as the operational challenges of excessive rainfall in Australia and a bitter extended cold snap in Canada fully offset the 15% increase in revenue. The adjusted EBITDA margin of 25.5% was lower compared to the previous quarter, primarily due to the challenging weather conditions in both segments, which affected operational efficiency. 2024 Q1, which experienced typical seasonal conditions, posted a 28.2% adjusted EBITDA margin with the approximate 3.0% variance being a fair reflection of the weather’s impact to 2025 Q1.

    Excessive rainfall in Australia in February and March impacted operating margins with the Carmichael mine being the most affected in terms of the sheer quantity of rainfall experienced in those two months. Steady margin performance depends on the continuous operation of the primary fleet of large capacity heavy mining equipment. When this equipment is parked due to weather or other interruptions, not only is top-line revenue constrained, but it also becomes an opportune time to perform certain maintenance activities. While these activities support longer-term equipment reliability and utilization, they can increase costs, impacting margins in the current quarter. Additionally, rain days contribute to further cost pressures, as they introduce expenses not typically incurred during normal operations, such as site cleanup, dewatering, and related weather recovery efforts.

    Based on historical precedent, gross margins at that site were over 10% lower than operational expectation and drove the decrease in gross profit margin in this segment from 24.7% in 2024 Q1 to 16.1% in 2025 Q1.

    The extreme cold snap in the oil sands region in February impacted operating margins with all five operating sites being equally affected. This segment gross profit margin of 5.5% was impacted significantly by this cold weather with the correlated high idle time and required additional cost incurred to operate at frigid temperatures for an extended period of time. Using 2024 Q1 and 2023 Q1 as reasonable benchmarks, it is estimated that the cold weather impacted gross profit margin by approximately 5.0% to 7.0%. In addition to the weather, extraordinary early component failures related to the now discontinued component supply agreement with a third-party vendor impacted margins by $4.3 million in the quarter.

    Depreciation of our equipment fleet was 17.8% of revenue in the quarter, compared to 16.1% in 2024 Q1. The Heavy Equipment – Canada fleet averaged approximately 24.0% of revenue due to required high idle time in February. This is offset by depreciation on the Heavy Equipment – Australia fleet, which averaged approximately 12.4% of revenue, largely driven by MacKellar depreciation of 13.0% of revenue in the quarter. On a combined basis, depreciation averaged 17.1% of combined revenue in the quarter, compared to 15.0% in 2024 Q1, due to high depreciation experienced in Canada during the quarter.

    General and administrative expenses (excluding stock-based compensation) were $11.1 million, or 3.3% of revenue, compared to $10.8 million, or 3.6% of revenue, in 2024 Q1. Cash related interest expense incurred on our debt for the quarter was $12.9 million at an average cost of debt of 6.2%, compared to 8.1% in 2024 Q1, as rate decreases posted by the Bank of Canada directly impact our Credit Facility and have a delayed impact on the rates for secured equipment-backed financing.

    Adjusted earnings per share (“EPS”) of $0.52 and adjusted net earnings of $14.5 million were down 34.2% and 31.0% from the prior year figures of $0.79 and $21.0 million, respectively. The $6.5 million decrease in adjusted net earnings is due to the slightly higher EBITDA being more than offset by the higher depreciation expenses, as discussed above, as well as higher interest expenses associated with the fleet acquired and debt assumed upon acquisition of MacKellar.

    Adjusted earnings per share (“EPS”) of $0.52 was down $0.27 per share from the prior year figure of $0.79 per share primarily from the factors mentioned above. Weighted-average common shares outstanding for the first quarters of 2025 and 2024 were 27,859,886 and 26,733,473, respectively.

    Between January 29 and February 28, 2025, approximately 3.0 million common shares were issued to convertible debenture holders for a value of $72.7 million and which contributed approximately $0.02 in the aforementioned quarter-over-quarter adjusted earnings per share variance of $0.27 per share.

    Free cash flow was a use of cash of $41.6 million in the quarter primarily due to the consumption of $24.5 million by our working capital accounts. The working capital draw on cash is directionally consistent to 2024 Q1 and is comparable with past seasonal impacts of our annual business cycle. Adjusted EBITDA generated $99.9 million and when factoring in sustaining capital additions ($89.9 million) and cash interest paid ($16.2 million), $6.2 million of cash was used by the overall business in the quarter.

    Business Updates

    2025 Strategic Focus Areas

    • Safety – maintain our uncompromising commitment to health and safety while elevating the standard of excellence in the field, particularly with regards to front-line leadership training;
    • Operational excellence – put into action practical and experienced-based protocols to ensure predictable high-quality project execution in Australia;
    • Execution – enhance equipment availability in Canada through improved fleet maintenance, equipment telematics and reliability programs, technical improvements and management systems;
    • Integration – utilize recently implemented ERP at MacKellar Group to optimize business processes to lower overall costs and improve working capital management;
    • Organic growth – based on strong site operating performance, leverage customer satisfaction to earn contract extensions and expansions
    • Diversification – pursue diversification of customers and resources through strategic partnerships, industry expertise and investment in Indigenous joint ventures; and
    • Sustainability – further develop and deliver into our environmental, social, and governance goals.

    Liquidity

    Our current liquidity positions us well moving forward to fund organic growth and the required correlated working capital investments. Including equipment financing availability and factoring in the amended Credit Facility agreement, total available capital liquidity of $198.5 million includes total liquidity of $147.2 million and $32.9 million of unused finance lease borrowing availability as at March 31, 2025. Liquidity is primarily provided by the terms of our $524.7 million credit facility which allows for funds availability based on a trailing twelve-month EBITDA as defined in the agreement, and is now scheduled to expire in May 2028.

        March 31,
    2025
      December 31,
    2024
    Cash   $ 78,241     $ 77,875  
    Credit Facility borrowing limit     524,675       522,550  
    Credit Facility drawn     (421,702 )     (395,844 )
    Letters of credit outstanding     (33,998 )     (33,992 )
    Cash liquidity(i)   $ 147,216     $ 170,589  
    Finance lease borrowing limit     400,000       400,000  
    Other debt borrowing limit     20,000       20,000  
    Equipment financing drawn     (310,362 )     (253,639 )
    Guarantees provided to joint ventures     (58,314 )     (61,675 )
    Total capital liquidity(i)   $ 198,540     $ 275,275  

    (i)See “Non-GAAP Financial Measures”.

    Subsequent to the three months ended March 31, 2025, on April 25, 2025, we announced that we entered into an underwriting agreement to sell, pursuant to a private placement offering, $225 million aggregate principal amount of 7.75% Senior Unsecured Notes due May 1, 2030 (the “Notes”). The agreement closed on May 1, 2025. The Notes were issued at a price of $1,000 per $1,000 of Notes. The Notes will accrue interest at the rate of 7.75% per annum, payable in cash in equal payments semi-annually in arrears each November 1 and May 1, commencing on November 1, 2025. We intend to use the net proceeds of the Offering to repay indebtedness under our existing Credit Agreement, and for general corporate purposes.

    NACG’s outlook for 2025

    The following table provides projected key measures for 2025. These measures are predicated on contracts currently in place, including expected renewals, and the heavy equipment fleet that we own and operate.

    Key measures   2025
    Combined revenue(i)   $1.4 – $1.6B
    Adjusted EBITDA(i)   $415 – $445M
    Sustaining capital(i)   $180 – $200M
    Adjusted EPS(i)   $3.70 – $4.00
    Free cash flow(i)   $130 – $150M
         
    Capital allocation    
    Growth spending(i)   $65 – $75M
    Net debt leverage(i)   Targeting 1.7x

    (i)See “Non-GAAP Financial Measures”.

    Conference Call and Webcast

    Management will hold a conference call and webcast to discuss our financial results for the quarter ended March 31, 2025, tomorrow, Thursday, May 15, 2025, at 7:00 am Mountain Time (9:00 am Eastern Time).

    The call can be accessed by dialing:
          Toll free: 1-800-717-1738
          Conference ID: 42703

    A replay will be available through June 12, 2025, by dialing:
          Toll Free: 1-888-660-6264
          Conference ID: 42703
          Playback Passcode: 42703

    The Q1 2025 earnings presentation for the webcast will be available for download on the company’s website at www.nacg.ca/presentations/

    The live presentation and webcast can be accessed at:

    https://onlinexperiences.com/scripts/Server.nxp?LASCmd=AI:4;F:QS!10100&ShowUUID=5E415713-29A1-4D60-A023-BF0345BED32F

    A replay will be available until June 12, 2025, using the link provided.

    Basis of Presentation

    We have prepared our consolidated financial statements in conformity with accounting principles generally accepted in the United States (“US GAAP”). Unless otherwise specified, all dollar amounts discussed are in Canadian dollars. Please see the Management’s Discussion and Analysis (“MD&A”) for the quarter ended March 31, 2025, for further detail on the matters discussed in this release. In addition to the MD&A, please reference the dedicated Q1 2025 Results Presentation for more information on our results and projections which can be found on our website under Investors – Presentations.

    Change in significant accounting policy – Classification of multi-use tires

    Effective in the first quarter of 2025, we have changed our accounting policy for the classification of multi-life tires. These tires are now recognized as property, plant, and equipment on the Consolidated Balance Sheets and are amortized through depreciation on the Consolidated Statements of Operations and Comprehensive Income. Previously, multi-life tires were classified as inventories and expensed through cost of sales when placed into service. This change in accounting policy provides a more accurate reflection of the role of multi-life tires as components of the heavy equipment in which they are utilized, aligning the accounting treatment with the economic substance of their use.

    We have applied this change retrospectively in accordance with Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections, by restating the comparative period. For further details regarding the retrospective adjustments, refer to Note 16 in the consolidated financial statements for the period ended March 31, 2025.

    Forward-Looking Information

    The information provided in this release contains forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “anticipate”, “believe”, “expect”, “should” or similar expressions.

    The material factors or assumptions used to develop the above forward-looking statements include, and the risks and uncertainties to which such forward-looking statements are subject, are highlighted in the MD&A for the three months ended March 31, 2025. Actual results could differ materially from those contemplated by such forward-looking statements because of any number of factors and uncertainties, many of which are beyond NACG’s control. Undue reliance should not be placed upon forward-looking statements and NACG undertakes no obligation, other than those required by applicable law, to update or revise those statements. For more complete information about NACG, please read our disclosure documents filed with the SEC and the CSA. These free documents can be obtained by visiting EDGAR on the SEC website at www.sec.gov or on the CSA website at www.sedarplus.com.

    Non-GAAP Financial Measures

    This press release presents certain non-GAAP financial measures because management believes that they may be useful to investors in analyzing our business performance, leverage and liquidity. The non-GAAP financial measures we present include “adjusted EBIT”, “adjusted EBITDA”, “adjusted EBITDA margin”, “adjusted EPS”, “adjusted net earnings”, “capital additions”, “capital work in progress”, “cash liquidity”, “cash provided by operating activities prior to change in working capital”, “cash related interest expense”, “combined gross profit”, “combined gross profit margin”, “equity investment depreciation and amortization”, “equity investment EBIT”, “free cash flow”, “general and administrative expenses (excluding stock-based compensation)”, “gross profit margin”, “growth capital”, “margin”, “net debt”, “net debt leverage”, “sustaining capital”, “total capital liquidity”, “total combined revenue”, and “total debt”. A non-GAAP financial measure is defined by relevant regulatory authorities as a numerical measure of an issuer’s historical or future financial performance, financial position or cash flow that is not specified, defined or determined under the issuer’s GAAP and that is not presented in an issuer’s financial statements. These non-GAAP measures do not have any standardized meaning and therefore are unlikely to be comparable to similar measures presented by other companies. They should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Each non-GAAP financial measure used in this press release is defined and reconciled to its most directly comparable GAAP measure in the “Non-GAAP Financial Measures” section of our Management’s Discussion and Analysis filed concurrently with this press release.

    Reconciliation of total reported revenue to total combined revenue

        Three months ended
        March 31,
    (dollars in thousands)     2025       2024  
    Revenue from wholly-owned entities per financial statements   $ 340,833     $ 297,026  
    Share of revenue from investments in affiliates and joint ventures     136,237       125,838  
    Elimination of joint venture subcontract revenue     (85,566 )     (77,151 )
    Total combined revenue(i)   $ 391,504     $ 345,713  

    (i)See “Non-GAAP Financial Measures”.

    Reconciliation of reported gross profit to combined gross profit

        Three months ended
        March 31,
    (dollars in thousands)     2025       2024  
    Gross profit from wholly-owned entities per financial statements   $ 37,891     $ 53,494  
    Share of gross profit from investments in affiliates and joint ventures     13,677       8,935  
    Combined gross profit(i)(ii)   $ 51,568     $ 62,429  

    (i)See “Non-GAAP Financial Measures”.
    (ii)The prior year amounts are adjusted to reflect a change in policy. See “Accounting Estimates, Pronouncements and Measures”.

    Reconciliation of net income to adjusted net earnings, adjusted EBIT and adjusted EBITDA

        Three months ended
        March 31,
    (dollars in thousands)     2025       2024  
    Net income(i)   $ 6,163     $ 11,511  
    Adjustments:        
    Stock-based compensation (benefit) expense     (3,408 )     3,608  
    (Gain) loss on disposal of property, plant and equipment     (974 )     261  
    Change in fair value of contingent obligations from adjustments to estimates     (1,317 )     1,438  
    Loss on derivative financial instruments     6,912        
    Equity investment loss on derivative financial instruments     1,019       1,954  
    Equity investment restructuring costs           4,517  
    Depreciation expense relating to early component failures     4,274        
    Post-acquisition asset relocation and integration costs     1,640        
    Tax effect of the above items     208       (2,260 )
    Adjusted net earnings(i)(ii)     14,517       21,029  
    Adjustments:        
    Tax effect of the above items     (208 )     2,260  
    Interest expense, net     13,516       15,597  
    Equity investment EBIT(ii)     3,310       (3,768 )
    Equity (earnings) loss in affiliates and joint ventures     (3,283 )     1,512  
    Change in fair value of contingent obligations     4,347       3,955  
    Income tax expense     4,244       4,467  
    Adjusted EBIT(i)(ii)     36,443       45,052  
    Adjustments:        
    Depreciation(i)     60,714       47,862  
    Amortization of intangible assets     601       310  
    Depreciation expense relating to early component failures     (4,274 )      
    Equity investment depreciation and amortization(ii)     6,448       4,162  
    Adjusted EBITDA(i)(ii)   $ 99,932     $ 97,386  
    Adjusted EBITDA margin(i)(ii)(iii)     25.5 %     28.2 %

    (i)The prior year amounts are adjusted to reflect a change in policy. See “Accounting Estimates, Pronouncements and Measures”.
    (ii)See “Non-GAAP Financial Measures”.
    (iii)Adjusted EBITDA margin is calculated using adjusted EBITDA over total combined revenue.

    Reconciliation of equity earnings in affiliates and joint ventures to equity investment EBIT

        Three months ended
        March 31,
    (dollars in thousands)     2025       2024  
    Equity (loss) earnings in affiliates and joint ventures   $ 3,283     $ (1,512 )
    Adjustments:        
    Loss (gain) on disposal of property, plant and equipment     2       (175 )
    Interest income     (29 )     (573 )
    Income tax expense (benefit)     54       (1,508 )
    Equity investment EBIT(i)   $ 3,310     $ (3,768 )

    (i)See “Non-GAAP Financial Measures”.

    About the Company

    North American Construction Group Ltd. is a premier provider of heavy civil construction and mining services in Australia, Canada, and the U.S. For 70 years, NACG has provided services to the mining, resource and infrastructure construction markets.

    For further information contact:

    Jason Veenstra, CPA, CA
    Chief Financial Officer
    North American Construction Group Ltd.
    (780) 960-7171
    IR@nacg.ca
    www.nacg.ca

    Interim Consolidated Balance Sheets

    (Expressed in thousands of Canadian Dollars)
    (Unaudited)

        March 31,
    2025
      December 31,
    2024(i)
    Assets        
    Current assets        
    Cash   $ 78,241     $ 77,875  
    Accounts receivable     186,850       166,070  
    Contract assets     19,676       4,135  
    Inventories     74,242       69,027  
    Prepaid expenses and deposits     6,523       7,676  
    Assets held for sale     782       683  
          366,314       325,466  
    Property, plant and equipment, net of accumulated depreciation of $503,486 (December 31, 2024 – $500,303)     1,314,635       1,251,874  
    Operating lease right-of-use assets     11,539       12,722  
    Investments in affiliates and joint ventures     86,341       84,692  
    Intangible assets     10,072       9,901  
    Other assets     5,581       9,845  
    Total assets   $ 1,794,482     $ 1,694,500  
    Liabilities and shareholders’ equity        
    Current liabilities        
    Accounts payable   $ 138,700     $ 110,750  
    Accrued liabilities     59,454       78,010  
    Contract liabilities     6,734       1,944  
    Current portion of long-term debt     150,301       84,194  
    Current portion of contingent obligations     40,139       39,290  
    Current portion of operating lease liabilities     1,475       1,771  
          396,803       315,959  
    Long-term debt     663,622       719,399  
    Contingent obligations     91,107       88,576  
    Operating lease liabilities     10,612       11,441  
    Other long-term obligations     42,792       44,711  
    Deferred tax liabilities     127,615       125,378  
          1,332,551       1,305,464  
    Shareholders’ equity        
    Common shares (authorized – unlimited number of voting common shares; issued and outstanding – March 31, 2025 – 30,601,681 (December 31, 2024 – 27,704,450))     298,858       228,961  
    Treasury shares (March 31, 2025 – 1,004,074 (December 31, 2024 – 1,000,328))     (16,036 )     (15,913 )
    Additional paid-in capital     20,856       20,819  
    Retained earnings     158,877       156,271  
    Accumulated other comprehensive loss     (624 )     (1,102 )
    Shareholders’ equity     461,931       389,036  
    Total liabilities and shareholders’ equity   $ 1,794,482     $ 1,694,500  

    (i)The prior year amounts are adjusted to reflect a change in policy. See “Accounting Estimates, Pronouncements and Measures”.

    Interim Consolidated Statements of Operations and Comprehensive Income

    (Expressed in thousands of Canadian Dollars, except per share amounts)
    (Unaudited) 

        Three months ended
        March 31,
          2025     2024(i)  
    Revenue   $ 340,833     $ 297,026  
    Cost of sales     242,228       195,670  
    Depreciation     60,714       47,862  
    Gross profit     37,891       53,494  
    General and administrative expenses     7,682       14,443  
    Amortization of intangible assets     601       310  
    (Gain) loss on disposal of property, plant and equipment     (974 )     261  
    Operating income     30,582       38,480  
    Interest expense, net     13,516       15,597  
    Equity (earnings) loss in affiliates and joint ventures     (3,283 )     1,512  
    Loss on derivative financial instruments     6,912        
    Change in fair value of contingent obligations     3,030       5,393  
    Income before income taxes     10,407       15,978  
    Current income tax expense     1,777       4,296  
    Deferred income tax expense     2,467       171  
    Net income   $ 6,163     $ 11,511  
    Other comprehensive income        
    Unrealized foreign currency translation (gain) loss     (478 )     693  
    Comprehensive income   $ 6,641     $ 10,818  
    Per share information        
    Basic net income per share   $ 0.22     $ 0.43  
    Diluted net income per share   $ 0.21     $ 0.39  

    (i)The prior year amounts are adjusted to reflect a change in policy. See “Accounting Estimates, Pronouncements and Measures”.

    The MIL Network

  • MIL-OSI: Flow Capital Announces Q1 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    Loan Interest Revenue up 45% and Recurring Free Cash Flow up 104% year over year 

    TORONTO, ON, May 14, 2025 (GLOBE NEWSWIRE) — Flow Capital Corp. (TSXV:FW), a leading provider of flexible growth capital and alternative debt solutions, announces its unaudited financial and operating results for the for the three-months ended March 31, 2025.

    Q1 2025 Performance Highlights

    • 45% increase in Loan Interest Revenue to $2.9 million year over year.
    • 104% increase in Recurring Free Cash Flow to $847,111 year over year.
    • $0.028 in Recurring Free Cash Flow per share for the quarter.
    • 13% increase in Total Assets to $74.1 million year over year.
    • $3.2 million in new capital deployment during the quarter.
    • $1.22 book value per share.

    “This was another strong quarter, capping off a record year for Flow Capital. Q1 2025 represented the 7th consecutive quarter of sequential quarter-to-quarter loan interest revenue growth. More importantly, we are growing our revenue while consistently generating positive free cash flow. We have entered our 6th consecutive year of generating positive recurring cash flow, generating $847,111 during the quarter. We believe our continued strong growth indicates the strength of our business model and management’s ability to execute on it.” said Alex Baluta, CEO of Flow Capital.

    Detailed Financial Results are available on our website at www.flowcap.com/investor-relations/2025 or on www.sedar.com/.

    Results of Operations

    Click here to view image

    (1)   Recurring Free Cash Flow is an internally defined, non-IFRS measure calculated as loan interest revenue less loan amortization income, one-time payments, salaries, professional fees, office and general administrative expenses, and financing expenses. See the section “Use of Non-IFRS Financial Measures”.
    (2)   Calculated by taking Total Shareholders’ Equity as reported on the Statements of Financial Position over the number of outstanding shares at period end. See the section “Use of Non-IFRS Financial Measures”.

    Conference Call Details

    Flow Capital will host a conference call to discuss these results at 9:00 a.m. Eastern Time, on Thursday, May 15, 2025. Participants should call +1 800-717-1738 or +1 289-514-5100 and ask an operator for the Flow Capital Earnings Call, Conference ID 61852. Please dial in 10 minutes prior to the call to secure a line. A replay will be available shortly after the call. To access the replay, please dial +1 888-660-6264 or +1 289-819-1325 and enter passcode 61852#. The replay recording will be available until 11:59 p.m. ET, May 29, 2025.

    An audio recording of the conference call will be also available on the investors’ page of Flow Capital’s website at www.flowcap.com/investor-relations/2025

    About Flow Capital

    Flow Capital Corp. is a publicly listed provider of flexible growth capital and alternative debt solutions dedicated to supporting high-growth companies. Since its inception in 2018, the company has provided financing to businesses in the US, the UK, and Canada, helping them achieve accelerated growth without the dilutive impact of equity financing or the complexities of traditional bank loans. Flow Capital focuses on revenue-generating, VC-backed, and founder-owned companies seeking $2 to $10 million in capital to drive their continued expansion.

    Learn more at www.flowcap.com

    For further information, please contact:

    Flow Capital Corp.

    Alex Baluta
    Chief Executive Officer
    alex@flowcap.com

    47 Colborne St, Suite 303,
    Toronto, Ontario M5E 1P8

    Non-IFRS Financial Measures

    This press release includes references to the non-IFRS financial measure “Recurring Free Cash Flow.” This financial measure is employed by the Company to measure its operating and economic performance, to assist in business decision-making, and to provide key performance information to senior management. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors and analysts use this information to evaluate the company’s operating and financial performance. This financial measure is not defined under IFRS, nor does it replace or supersede any standardized measure under IFRS. Other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure. Reconciliations of non-IFRS measures to the nearest IFRS measure can be found in this press release under “Reconciliation of Non-IFRS Measures.”

    Reconciliation of Non-IFRS Measures

    The table below reconciles Recurring Free Cash Flow for the periods indicated.

    Recurring Free Cash Flow is an internally defined, non-IFRS measure calculated as loan interest and royalty income less loan amortization income, one-time payments, salaries, professional fees, office and general administrative expenses, and financing expenses.

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    Forward-Looking Information and Statements

    Certain statements herein may be “forward-looking” statements that involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Flow or the industry to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward-looking statements. These forward-looking statements reflect current assumptions and expectations regarding future events and operating performance and are made as of the date hereof and Flow assumes no obligation, except as required by law, to update any forward-looking statements to reflect new events or circumstances.

    The MIL Network

  • MIL-OSI Canada: Statement from the Taxpayers’ Ombudsperson congratulating the new Minister of Finance and National Revenue

    Source: Government of Canada News

    OTTAWA, May 14, 2025 – I would like to congratulate the Honourable François-Philippe Champagne, Minister of Finance and National Revenue, on his added responsibilities in Cabinet.

    I look forward to working with Mr. Champagne to improve services at the Canada Revenue Agency (CRA). The CRA has the dual responsibility of administering tax legislation and distributing benefit payments to those who need them most. I trust that he will give both aspects of this role the attention they require.

    Mr. Champagne brings a wealth of experience. He has held a variety of ministerial portfolios, from Minister of Infrastructure and Communities to Minister of Foreign Affairs to Minister of Innovation, Science and Industry. I am sure that his variety of expertise will be an important asset in his dual role as Minister of Finance and National Revenue.

    As well, I would like to extend my congratulations to the Honourable Wayne Long, Secretary of State (Canada Revenue Agency and Financial Institutions). He brings an interesting perspective acquired through his active engagement with numerous parliamentary committees, notably the Standing Committee on Human Resources, Skills and Social Development and the Status of Persons with Disabilities. I am therefore confident he will be proactive in making sure the CRA pursue its dual role, especially for the most vulnerable among us.

    I would also like to take the opportunity to thank the Honourable Élisabeth Brière. Although I was her special advisor for only a short period of time, it was a pleasure working with her to improve the CRA’s services.

    During her time as Minister, our Office released two systemic examination reports—Timing Is Everything, about how the CRA administers the Canada child benefit, and Unintended Consequences, about the CRA’s administration of the bare trust filing requirements. Between these two reports, we made a total of 16 recommendations. I was pleased to see that she provided thoughtful responses for how the CRA could improve the areas we identified. I wish her the best in her work as a member of Parliament for Sherbrooke.

    I am looking forward to working with both the Minister and the Secretary of State in implementing the aforementioned recommendations made in our last two systemic reports.

    Mr. François Boileau, Taxpayers’ Ombudsperson

    Background information

    The Office of the Taxpayers’ Ombudsperson works independently from the CRA. Canadians can submit complaints to the Office if they feel they are not receiving the appropriate service from the CRA. Our main objective is to improve the service the CRA provides to taxpayers and benefit recipients by reviewing individual service complaints and service issues that affect more than one person or a segment of the population.

    The Taxpayers’ Ombudsperson assists, advises and informs the Minister of Finance and National Revenue about matters relating to services provided by the CRA. The Ombudsperson ensures, in particular, that the CRA respects eight of the service rights outlined in the Taxpayer Bill of Rights.

    MIL OSI Canada News

  • MIL-OSI Canada: Judicial appointments increase Albertans access to court

    Albertans deserve to have access to a fair, accessible and transparent justice system. To increase capacity in the courts and improve access to justice for those involved in civil, criminal and family matters, Alberta’s government has made five new judicial appointments to the Alberta Court of Justice.

    “Continuing to fill judicial appointments directly strengthens the capacity of our courts, helping ensure Albertans have timely access to justice. Those newly appointed will serve Albertans well in their respective divisions and I congratulate them on their new roles.”

    Mickey Amery, Minister of Justice and Attorney General

    Alberta’s government has appointed the following individuals to the Alberta Court of Justice:

    • Tracey Bailey, KC, Edmonton Family and Youth Division, effective June 23.
    • Sheri Epp, Calgary Criminal Division and Calgary Region, effective June 2.
    • Karen McGowan, Edmonton Family and Youth Division, effective June 2.
    • Alicia Wendel, Edmonton Region, effective June 2.
    • Colin Wetter, part-time justice of the peace in Edmonton, effective May 14.

    “The Alberta Court of Justice is pleased to welcome and congratulate these new appointments. Access to justice is a fundamental value of our society, ensuring that every individual has the opportunity to be heard, receive fair treatment, and obtain timely, meaningful resolution to their legal challenges. I am confident that their backgrounds and experience will serve Albertans well in achieving these goals.”

    James Hunter, chief justice, Alberta Court of Justice

    Since June 2023, Alberta’s government has made 30 judicial appointments.

    Tracey M. Bailey, KC, received her bachelor of laws degree from the University of Alberta in 1991. She started her career as an articling student, continuing as a lawyer at Milner Fenerty. Following academia, she practiced law at Alberta’s Ministry of Justice and Solicitor General before returning to private practice in 2020 as associate counsel at Miller Thomson, LLP, where Ms. Bailey was made partner in 2025.

    Sheri Epp received her bachelor of laws degree from the University of Alberta in 1997. She began her career as an articling student, and then as a litigation associate at Code Hunter Wittmann/Gowlings. She then gained litigation experience at Code Hunter LLP, Scott Hall LLP, McCarthy Tetrault LLP, and Talisman Energy Inc. Most recently, Ms. Epp was senior counsel, then became assistant vice-president and associate chief counsel of Individual Insurance and Affinity at Manulife.

    Karen McGowan received her bachelor of laws degree from the University of Alberta in 1998. Her focus has always been criminal law, beginning as an articling student at Beresh, Depoe, Cunningham. Since being called to the bar in 1999, she has practiced law for Legal Aid Alberta in the Youth Criminal Defence Office, then as a senior advisory counsel, and finally, in the Criminal Trial Group.

    Alicia Wendel received her bachelor of laws degree from Dalhousie University in 1999. She started her career as an articling student at McAllister and Sinclair, then as a barrister at Fix and Smith. From 2001 to present, she has been a Crown prosecutor in rural jurisdictions, practicing in regional courts with the Alberta Crown Prosecution Service. Currently, Ms. Wendel is a member of the Alberta Justice Restorative Justice Working Group, the Alberta Justice Sexual Violence Working Group, and the Gladue Systemic Change Project Committee.

    Colin Wetter received his bachelor of laws degree from the University of Alberta in 1986. He began his career as an articling student at Howard Mackie in Calgary, then practiced law in the private sector until 1992. He then joined the federal Department of Justice as legal counsel, and –with ever-increasing roles of responsibility – in 2012 became regional director of the Aboriginal Law Services Section (Alberta). Mr. Wetter was regional director of the Tax Law Services Section (Prairie Region) from 2019 to 2022.

    Quick facts

    • Lawyers with at least 10 years at the bar can apply to become a justice with the Alberta Court of Justice. 
    • Lawyers with at least five years at the bar can apply to become a justice of the peace. Justice of the peace appointments are for 10 years.
    • Applications are reviewed by the Alberta Judicial Council and Alberta Judicial Nominating Committee, and then recommended to the minister of justice and cabinet for appointment.

    Related information

    • Alberta’s government is actively recruiting justices and justices of the peace and encourages qualified lawyers to apply. Qualified lawyers who wish to be considered for appointment can access the application form online.

     Related news

    • Ensuring access to justice for Albertans (May 7, 2025)
    • Judicial appointments increase Albertans access to justice (April 9, 2025)
    • Increasing court capacity (Jan. 15, 2025)
    • Strengthening Alberta’s courts (Dec. 4, 2024)

    MIL OSI Canada News

  • MIL-OSI USA: Statement from Governor Phil Scott on Tax Increment Financing Expansion Bill

    Source: US State of Vermont

    Montpelier, Vt. – Governor Phil Scott today issued the following statement:

    “S.127 is a bill that expands Tax Increment Financing (TIF) to empower smaller, more rural towns to take advantage of this impactful economic development tool. Currently, due to complexity, only our bigger towns and cities have the capacity and resources to do so. 

    “S.127 passed the full Senate and then went through two House committees. Unfortunately, the House Committee on Ways and Means (tax committee) is proposing significant changes, making it harder and almost impossible for small towns with limited resources to take advantage of this tool, which will limit the housing and economic development they desperately need.

    “Vermonters asked us to fix problems and make it easier for rural communities with limited resources to revitalize their economies. The House Ways and Means changes will undoubtedly have the opposite effect. I hope legislators, especially those from rural communities, will amend the bill when a vote takes place by the entire House of Representatives. The expansion of the TIF program, as originally proposed, will help lift up all corners of Vermont, from Readsboro to Richford.”

    ###

    MIL OSI USA News

  • MIL-OSI Security: Florida Equipment Manufacturer Sentenced for Tax Evasion

    Source: United States Attorneys General

    A Florida man was sentenced today to 24 months in prison for evading nearly $2.4 million in taxes on income he earned from his business.

    The following is according to court documents and statements made in court: Roger Whitman manufactured and sold Rife machines, devices that use energy waves to purportedly treat a wide range of medical conditions. Between 2002 and 2018, Whitman generated millions of dollars in gross receipts from the sale of such equipment. Whitman also has a long history of non-compliance with his tax obligations, having not filed an individual income tax return since 1997 and not made any tax payments since 2000.

    In 2012, the IRS assessed nearly $800,0000 in taxes against Whitman for 2002 through 2009 and then began trying to collect these taxes from him. To thwart the IRS’s collection efforts, Whitman formed a trust with his girlfriend serving as the trustee. Whitman then directed his income from the business into the trust’s bank accounts and used the funds from these accounts to pay personal expenses. In approximately July 2019, to further thwart IRS efforts, Whitman formed a new entity to operate his business.

    Through his actions, Whitman caused a tax loss to the IRS of more than $2.4 million.

    In addition to his prison sentence, U.S. District Judge John Antoon II for the Middle District of Florida ordered Whitman to serve one year of supervised release and pay $2,314,220.15 in restitution to the IRS.

    Acting Deputy Assistant Attorney General Karen E. Kelly of the Justice Department’s Tax Division made the announcement.

    IRS Criminal Investigation investigated the case.

    Trial Attorney Melissa Siskind of the Tax Division prosecuted the case, with assistance and support from the U.S. Attorney’s Office for the Middle District of Florida.

    MIL Security OSI

  • MIL-OSI: Orca Energy Group Inc. Announces Completion of Q1 2025 Interim Filings

    Source: GlobeNewswire (MIL-OSI)

    TORTOLA, British Virgin Islands, May 14, 2025 (GLOBE NEWSWIRE) — Orca Energy Group Inc. (“Orca” or the “Company” and includes its subsidiaries and affiliates) (TSX-V: ORC.A, ORC.B) today announces that it has filed its condensed consolidated interim (unaudited) financial statements and management’s discussion and analysis for the three month period ended March 31, 2025 (“Q1 2025”) with the Canadian securities regulatory authorities. All amounts are in United States dollars (“$”) unless otherwise stated.

    Jay Lyons, Chief Executive Officer, commented:

    “Operationally, I am pleased with how Orca has performed in the first quarter of 2025. Despite the marginal reduction in gas deliveries, largely due to factors outside of the Company’s control, production from the Songo Songo gas field remains robust and in line with our expectations. In light of the challenging commercial environment and the lack of clarity regarding a license extension being secured, capital expenditure on the field has been significantly reduced year-on-year, and this will remain the case going forward.

    Orca remains focused on safeguarding shareholder value with a view to maintaining the capital returns policy, subject to an ongoing review of the commercial environment. We will keep all our stakeholders appraised of developments over the coming months.”

    Highlights

    • Revenue for Q1 2025 increased by 2% compared to the same prior year period, primarily as a result of a higher current income tax adjustment.
    • To date the Songas Power Plant remains shutdown.
    • Gas delivered and sold decreased by 3% for Q1 2025 compared to the same prior year period. In 2024, the Julius Nyerere Hydropower Project (“JNHPP”) commenced commercial operations, with progressive commissioning of each of its 9 turbines allowing a potential peak output of over 2,115 MW. Although the JNHPP’s power generation is currently constrained pending ongoing development of the electricity distribution network, the increased hydro power generation it has delivered, combined with the Songas Power Plant shutdown, have been the primary factors in reduced gas liftings for the power sector.
    • On April 14, 2023, PanAfrican Energy Tanzania Limited (“PAET”) formally requested Tanzanian Petroleum Development Corporation (“TPDC”) apply for an extension of the Songo Songo Development License (the “License”). TPDC is contractually required to make this application promptly upon a request by the Company. In November 2024, TPDC submitted the application for the extension of the License to the Ministry of Energy (“MoE”), however, being uneconomic, the Company informed TPDC that it did not agree with the terms as submitted. Having declined to address PAET’s concerns itself, TPDC refused to rescind and resubmit the application and has advised PAET to raise any issues directly to the MoE. The Company’s Counsel subsequently submitted a letter to the MoE, requesting an urgent meeting to address the issues, and to date a response has not been received to such letter. There are currently no certainties on the timing, nature and extent of any extension of the License. Until an extension has been finalized, a high degree of uncertainty exists with respect to the extent of the Company’s operating activities subsequent to October 2026, when the License is set to expire.
    • On April 15, 2024, contrary to the terms of the gas agreement (“Gas Agreement”) and Production Sharing Agreement (the “PSA”) between PAET, TPDC and the Government of Tanzania (“GoT”), and in violation of Pan African Energy Corporation (Mauritius) (“PAEM”) and PAET’s expectations, the Permanent Secretary of MoE wrote to TPDC, copying PAET and Songas Limited (“Songas”), directing TPDC to “ensure that Protected Gas continues to be produced to the end of the Development Licence on 10th October 2026”. Consistent with that instruction, TPDC took the position that Protected Gas should continue despite the parties’ contractual agreement that Protected Gas ceased after July 31, 2024.
    • In February 2025, PAET, TPDC and Tanzania Portland Cement PLC (“TPCPLC”) agreed to the terms of the Supplementary Gas Agreement (“SGA”) to sell volumes after July 31, 2024 as Additional Gas, which, prior to August 1, 2024, were supplied as Protected Gas. In Q1 2025, TPCPLC fully paid the Company $10.4 million of the receivable previously outstanding as at December 31, 2024.
    • On August 7, 2024, PAET and PAEM issued a notice of dispute (“Notice of Dispute”) in respect of an investment treaty claim against the GoT for breach of the Agreement on Promotion and Reciprocal Protection of Investment between the Government of the Republic of Mauritius and the GoT (“BIT”), and a contractual dispute against GoT and TPDC, for breaches of the: (i) PSA, and (ii) the Gas Agreement. Initial meetings with both the Advisory and Coordinating Committees were held during the week of October 14, 2024 without any resolution on the key issues in dispute. The matters have been further referred to the relevant entity’s chief executive officers and working groups in accordance with the dispute resolution process. Discussions continued with meetings held in January and March 2025 without resolution. The Company’s Counsel subsequently submitted a letter to the MoE, requesting an urgent meeting to address the issues, to date we haven’t had a response to the letter.
    • In February 2025, the Company received a judgment (the “Judgment”) from the Tanzanian High Court (Commercial Division) (the “Court”) for a claim brought by a contractor against PAET. The claim was brought by the contractor for losses arising from PAET’s termination of a contract relating to the Company’s 3D seismic acquisition program. The contract was signed in 2022 and work was due to be completed by the end of 2022; however, work only commenced in 2023 and was never completed. Pursuant to the Judgment, the Court ordered specific and general damages in the aggregate of $23.1 million, plus legal costs and interest at a rate of 7% per annum be paid by PAET to the contractor. PAET respectfully disagrees with the Judgment and has initiated the appeal process. PAET was required to post security for the full amount of the Judgment until the appeal is resolved. The Company has recognised the resulting liability in 2024 based on the Judgment applied. The Company has initiated the appeal process, and if successful in that process, a reversal would be recognized in earnings at that time.
    • Net income attributable to shareholders decreased by 89% for Q1 2025 compared to the same prior year period, primarily as a result of higher depletion and general and administrative expenses.
    • Net cash flows from operating activities1 increased to $20.3 million in Q1 2025 compared to net cash flows used in operating activities of $6.2 million for the same prior year period, primarily a result of the higher payment of the 2023 current liability associated with additional profits tax in Q1 2024 and the TPCPLC settlement of the 2024 year end receivable as well as other changes in non-cash working capital.
    • Capital expenditures decreased by 63% for Q1 2025 compared to the same prior year period. The capital expenditures in Q1 2025 primarily related to the costs of flowlines replacements on SS-5 and SS-9 wells, deferred from 2024 at the request of the GoT. The capital expenditures in Q1 2024 primarily related to the costs of the planned SS-7 well workover program.
    • The Company exited the period with $26.8 million in working capital1 (December 31, 2024: $21.9 million) and cash and cash equivalents of $70.2 million (December 31, 2024: $90.1 million). Cash held in hard currencies (USD, Euro, GBP, CDN) was $64.8 million, as at March 31, 2025 (December 31, 2024: $87.1 million).
    • In February 2025, the Company fully prepaid the $60 million investment (the “Loan”) made by International Finance Corporation (“IFC”) in PAET, pursuant to a loan agreement dated October 29, 2015 between the IFC, PAET and the Company (the “Loan Agreement”). To effect the foregoing prepayment, the Company paid to IFC $30.6 million, representing the aggregate outstanding principal of the Loan together with all accrued interest thereon and all other amounts owing in connection with the Loan as of February 21, 2025. As of the date hereof, the annual variable participating interest granted by PAET to IFC under the terms of the Loan Agreement remains outstanding.
    • As at March 31, 2025, the current receivable from the TANESCO was $12.5 million (December 31, 2024: $12.7 million). The TANESCO long- term receivable as at March 31, 2025 and as at December 31, 2024 was $22.0 million and has been fully provided for. Subsequent to March 31, 2025, the Company has invoiced TANESCO $5.4 million for April 2025 gas deliveries and TANESCO has paid the Company $5.7 million to date.
    • On April 15, 2025 PAET signed a settlement agreement with TPDC and TANESCO (“Settlement Agreement”), for TANESCO to pay PAET and TPDC $52.0 million for unpaid amounts owing by TANESCO for deliveries of natural gas from the Songo Songo gas field. The Settlement Agreement requires TANESCO to pay the Tanzanian Shilling equivalent of $52.0 million, comprised of the $33.7 million principal amount and $18.3 million representing a portion of the default interest owed by TANESCO. It was agreed that the remaining balance of the default interest owing by TANESCO would be waived if TANESCO pays the settlement amount when required and in full while remaining current on amounts owed. TANESCO must pay the settlement amount to PAET via weekly instalments and meet monthly total payment amounts, commencing in April 2025 and ending in October 2025. Payments on account of the settlement amount will be allocated between PAET and TPDC in accordance with the PSA. Pursuant to the PSA, and assuming payment in full of the settlement amount, the Company expects to retain approximately $29.4 million of the settlement amount with TPDC retaining the balance. To date, TANESCO has paid $10.0 million under the Settlement Agreement.

    1 See Non-GAAP Financial Measures and Ratios.

    Financial and Operating Highlights for the Three Months Ended March 31, 2025          
      Three Months
    ended March 31 
    % Change 
    (Expressed in $’000 unless indicated otherwise) 2025 2024  Q1/25 vs Q1/24 
    OPERATING
    Daily average gas delivered and sold (MMcfd)
    72.0 74.3   (3 )%
    Industrial 19.1 14.0   36 %
    Power 52.9 60.3   (12 )%
    Average price ($/mcf)          
    Industrial 7.98 8.94   (11 )%
    Power 3.92 3.87   1 %
    Weighted average 4.99 4.82   4 %
    Operating netback ($/mcf)1 2.87 2.79   3 %
    FINANCIAL      
    Revenue 25,391 24,937   2 %
    Net income attributable to shareholders 102 969   (89 )%
    per share – basic and diluted ($) 0.01 0.05   (80 )%
    Net cash flows from / (used in) operating activities 20,264 (6,170 ) n/m
    per share – basic and diluted ($)1 1.03 (0.31 ) n/m
    Capital expenditures1 548 1,470   (63 )%
    Weighted average Class A and Class B shares (‘000) 19,766 19,799   0 %
      March 31, As at December 31,  
      2025 2024  % Change
    Working capital (including cash) 1 26,796 21,904   22 %
    Cash and cash equivalents 70,183 90,076   (22 )%
    Outstanding shares (‘000)      
    Class A 1,750 1,750   0 %
    Class B 18,015 18,022   0 %
    Total shares outstanding 19,765 19,772   0 %

    1 See Non-GAAP Financial Measures and Ratios.

    The complete Condensed Consolidated Interim (Unaudited) Financial Statements and Notes and Management’s Discussion & Analysis for the three months ended March 31, 2025 may be found on the Company’s website at www.orcaenergygroup.com or on the Company’s profile on SEDAR+ at www.sedarplus.ca.

    Orca Energy Group Inc.

    Orca Energy Group Inc. is an international public company engaged in natural gas development and supply in Tanzania through its subsidiary, PAET. Orca trades on the TSX Venture Exchange under the trading symbols ORC.B and ORC.A.

    The principal asset of Orca is its indirect interest in the PSA with TPDC and the GoT in the United Republic of Tanzania. This PSA covers the production and marketing of certain conventional natural gas from the License offshore Tanzania. The PSA defines the gas produced from the Songo Songo gas field as “Protected Gas” and “Additional Gas”. The Gas Agreement deals further with the parties’ entitlement to Protected Gas and Additional Gas. Under the Gas Agreement, until July 31, 2024, Protected Gas was owned by TPDC and was sold to Songas TPCPLC. After July 31, 2024, Protected Gas ceased and all production from the Songo Songo gas field constitutes Additional Gas which PAET and TPDC are entitled to sell on commercial terms until the PSA expires in October 2026. Songas is the owner of the infrastructure that enables the gas to be treated and delivered to Dar es Salaam, which includes a gas processing plant on Songo Songo Island.

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

    Abbreviations

    mcf thousand cubic feet
    MMcf million standard cubic feet
    MMcfd million standard cubic feet per day


    Non-GAAP
    Financial Measures and Ratios

    In this press release, the Company has disclosed the following non-GAAP financial measures, non-GAAP ratios and supplementary financial measures: capital expenditures, operating netback, operating netback per mcf, working capital, net cash flows from operating activities per share and weighted average Class A and Class B Shares.

    These non-GAAP financial measures and ratios disclosed in this press release do not have any standardized meaning under International Financial Reporting Standards (“IFRS”), and may not be comparable to similar financial measures disclosed by other issuers. These non-GAAP financial measures and ratios should not, therefore, be considered in isolation or as a substitute for, or superior to, measures and ratios of Company’s financial performance defined or determined in accordance with IFRS. These non-GAAP financial measures and ratios are calculated on a consistent basis from period to period.

    Non-GAAP Financial Measures

    Capital expenditures

    Capital expenditures is a useful measure as it provides an indication of our investment activities. The most directly comparable financial measure is net cash used in investing activities. A reconciliation to the most directly comparable financial measure is as follows:

      Three Months ended
    March 31
    $’000 2025 2024 
    Pipelines, well workovers and infrastructure 548 1,169  
    Other capital expenditures 301  
    Capital expenditures 548 1,470  
    Change in non-cash working capital 7,102 (85 )
    Net cash used by investing activities 7,650 1,385  


    Operating netback

    Operating netback is calculated as revenue less processing and transportation tariffs, TPDC’s revenue share, and operating and distribution costs. The operating netback summarizes all costs that are associated with bringing the gas from the Songo Songo gas field to the market and is a measure of profitability. A reconciliation to the most directly comparable financial measure is as follows:

      Three Months ended March 31
    $’000 2025  2024 
    Revenue 25,391   24,937  
    Production, distribution and transportation expenses (4,203 ) (4,310 )
    Net Production Revenue 21,188   20,627  
    Less current income tax adjustment (recorded in revenue) (2,538 ) (1,726 )
    Operating netback 18,650   18,901  
    Sales volumes MMcf 6,487   6,764  
    Netback $/mcf 2.87   2.79  


    Non-GAAP
    Ratios

    Operating netback per mcf

    Operating netback per mcf represents the profit margin associated with the production and sale of Additional Gas and is calculated by taking the operating netback and dividing it by the volume of Additional Gas delivered and sold. This is a key measure as it demonstrates the profit generated from each unit of production.

    Supplementary Financial Measures

    Working capital

    Working capital is defined as current assets less current liabilities, as reported in the Company’s Condensed Consolidated Interim Statements of Financial Position (Unaudited). It is an important measure as it indicates the Company’s ability to meet its financial obligations as they fall due.

    Net cash flows from operating activities per share

    Net cash flows from operating activities per share is calculated as net cash flows from operating activities divided by the weighted average number of shares, similar to the calculation of earnings per share. Net cash flow from operations is an important measure as it indicates the cash generated from the operations that is available to fund ongoing capital commitments.

    Weighted average Class A and Class B Shares

    In calculating the weighted average number of shares outstanding during any period the Company takes the opening balance multiplied by the number of days until the balance changes. It then takes the new balance and multiplies that by the number of days until the next change, or until the period end. The resulting multiples of shares and days are then aggregated and the total is divided by the total number of days in the period.

    Forward-Looking Statements

    This press release contains forward-looking statements or information (collectively, “forward-looking statements”) within the meaning of applicable securities legislation. All statements, other than statements of historical fact included in this press release, which address activities, events or developments that Orca expects or anticipates to occur in the future, are forward-looking statements. Forward-looking statements often contain terms such as may, will, should, anticipate, expect, continue, estimate, believe, project, forecast, plan, intend, target, outlook, focus, could and similar words suggesting future outcomes or statements regarding an outlook. More particularly, this press release contains, without limitation, forward-looking statements pertaining to the following: the Company’s expectations regarding the demand for natural gas and power supply; assessment by the Company of the merits of the appeal made by the Company pursuant to the Judgment; costs, outcomes and timing in respect to the outcome of the appeal of the Judgement; merit, outcomes, position and timing in respect of the Notice of Dispute; expectations in relation to the Notice of Dispute; extension of the License and the Company’s expectation to continue to actively engage with the GoT to progress the License extension; the ability of the Company to continue its operating activities subsequent to October 2026, when the License is set to expire; continued accrual of participating interest in respect of the Loan until the specified date; the receipt of the payment of arrears from TANESCO; and the payment by TANESCO of amounts owing under the Settlement Agreement; and the amount that PAET is expected to retain in relation to the Settlement Agreement. Actual results may differ materially from those anticipated in the forward-looking statements. Although management believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, access to resources and infrastructure, performance or achievement since such expectations are inherently subject to significant business, economic, operational, competitive, political and social uncertainties and contingencies.

    These forward-looking statements involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company’s control, and many factors could cause the Company’s actual results to differ materially from those expressed or implied in any forward-looking statements made by the Company, including, but not limited to: uncertainties involving the Notice of Dispute and the Judgment; various uncertainties involved in the extension of the License; risk that meetings related to the Notice of Dispute are not held on the anticipated timing; risk the PSA will not be replaced; risk of decreased demand for production volumes from the Songo Songo gas field; risk the Songas Power Plant will shut down indefinitely; negative effect on the Company’s rights under the PSA and other agreements relating to its business in Tanzania; fluctuations in demand for natural gas and power supply in Tanzania; the Company’s average gas sales including the sale of Additional Gas are different than anticipated; risk that the Company may incur losses and legal expenses as a result of the Notice of Dispute and/or appeal of the Judgment; uncertainties regarding quantum of damages payable to the Company in respect of the Notice of Dispute; uncertainties regarding quantum of damages payable by the Company in respect of the appeal of the Judgment; risk that the budgeted expenditures, timing of the completion and anticipated benefits from the Company’s various development programs and studies in 2025 are different than expected; risk of damage to the Company’s infrastructure assets; failure to extend the License on favorable terms or at all; inability to continue the Company’s operating activities beyond the expiry of the License; inability to maintain gas sale contract discipline; the accrual of participating interest is different than expected; failure to receive payment of arrears from TANESCO; if any payment is eventually required in respect of the Judgment, that it will not be cost recoverable under the PSA; risk that TANESCO will not pay such amounts owing under the Settlement Agreement; changes to forecasts regarding future development capital spending and source of capital spending; risk of future restrictions on the movement of cash from Jersey, Mauritius or Tanzania; occurrence of circumstance or events which significantly impact the Company’s cash flow and liquidity and the Company’s ability cover its long-term and short-term obligations or fund planned capital expenditures; incurrence of losses from debtors in 2025; prolonged foreign exchange reserves deficiency in Tanzania; inability to convert Tanzanian shillings into US dollars or other hard currencies as and when required; discontinuation of work by the Company with the GoT on an alternative development plan for longer term field development; failure to obtain necessary regulatory approvals; risks regarding the uncertainty around evolution of Tanzanian legislation; risk of unanticipated effects regarding changes to the Company’s tax liabilities and the implementation of further legislation and the Company’s interpretation of the same; risk of a lack of access to Songas processing and transportation facilities; risk that the Company may be unable to complete additional field development to support the Songo Songo production profile through the life of the License; risks associated with the Company’s ability to complete sales of Additional Gas; negative effect on the Company’s rights under the PSA and other agreements relating to its business in Tanzania as a result of recently enacted legislation, as well as the risk that such legislation will create additional costs and time connected with the Company’s business in Tanzania; risk relating to the Company’s relationship with the GoT; the impact of general economic conditions in the areas in which the Company operates; civil unrest; risk of pandemic; industry conditions; changes in laws and regulations including the adoption of new environmental laws and regulations; impact of local content regulations and variances in the interpretation and enforcement of such regulations; uncertainty regarding results through negotiations and/or exercise of legally available remedies; failure to successfully negotiate agreements; risks of non-payment by recipients of natural gas supplied by the Company; lack of certainty with respect to foreign legal systems, corruption, and other factors that are inconsistent with the rule of law; risk of loss due to acts of war, terrorism, sabotage and civil disturbances; timing of receipt of, or failure to comply with, necessary permits and approvals; and potential damage to the Company’s reputation due to the actual or perceived occurrence of any number of events, including negative publicity with respect to the Company’s dealings with the GoT, TPDC and TANESCO, whether true or not; increased competition; the lack of availability of qualified personnel or management; fluctuations in commodity prices, foreign exchange or interest rates; stock market volatility; competition for, among other things, capital, oil and gas field services and skilled personnel; failure to obtain required equipment or replacement parts for field development; effect of changes to the PSA on the Company as a result of the implementation of new government policies for the oil and gas industry; inaccuracy in reserve estimates; incorrect forecasts in production and growth potential of the Company’s assets; inability to obtain required approvals of regulatory authorities; risks associated with negotiating with foreign governments; failure to successfully negotiate agreements; risk that the Company will not be able to fulfil its contractual obligations; risk that trade and other receivables may not be paid by the Company’s customers when due; the risk that the Company’s Tanzanian operations will not provide near term revenue earnings; and such additional risks listed under “Business Risks” in our management discussion and analysis for the three months ended March 31, 2025, and our management discussion and analysis for the year ended December 31, 2024. As a result of the foregoing, the Company’s actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by these forward-looking statements will transpire or occur, or if any of them do so, what benefits the Company will derive therefrom. Readers are cautioned that the foregoing list of factors is not exhaustive.

    Such forward-looking statements are based on certain assumptions made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors the Company believes are appropriate in the circumstances, including, but not limited to: increased demand for gas supply; successful negotiation and execution of new gas sales contracts under the Gas Agreement; successful negotiation of the License extension on terms favorable to the Company; successful implementation of various development and study programs at the budgeted expenditures; accurate assessment by the Company of the merits of its claim under the Notice of Dispute and the appeal of the Judgment; that all capital allocation decisions will be based upon prudent economic evaluations and returns; successful maintenance of gas sale contract discipline on a go-forward basis pursuant to the Company’s gas supply agreements; that the Company will receive payment of arrears from TANESCO; the Company’s relationship with TPDC and the GoT; the current status of actions involved in the Notice of Dispute; accurate assessment by the Company of the merits of its rights and obligations in relation to TPDC and the GoT and other stakeholders in the Songo Songo gas field; receipt of required regulatory approvals; the Company’s ability to maintain strong commercial relationships with the GoT and other state and parastatal organizations and other stakeholders in the Songo Songo gas field; the current and future administration in Tanzania continues to honor the terms of the PSA and the Company’s other principal agreements; that there will continue to be no restrictions on the movement of cash from Mauritius, Jersey or Tanzania; that the Company will have sufficient cash flow, debt or equity sources or other financial resources required to fund its capital and operating expenditures and participation interest obligations as needed; the Company does not incur any losses from debtors in 2025; absence of circumstances or events that significant impact the Company’s cash flow and liquidity; the Company will continue to be able to convert Tanzanian shillings into US dollars; long term field development will be carried out as planned; continued work by the Company with the GoT on alternative development plan for longer term field development as anticipated; timing and amount of capital expenditures and source of funding are in line with forecasts; the Company’s ability to obtain necessary regulatory approvals; the anticipated supply and demand of natural gas are in line with the Company’s expectations; accurate assessment by the Company of the merits of appeal brought forward by the Company pursuant to the Judgment; that the amount of damages recoverable by the Company under the Notice of Dispute will be in line with expectations; the Company’s interpretation and prediction of the effects regarding changes to the Company’s tax liabilities and the implementation of further legislation is accurate in all material respects; the Company’s ability to obtain revenue earnings from its operations; access to customers and suppliers; availability of employees to carry out day-to-day operations, and other resources; that the Company will successfully negotiate agreements; receipt of required regulatory approvals; the ability of the Company to increase production as required to meet demand; infrastructure capacity; commodity prices will not deteriorate significantly; availability of skilled labour; uninterrupted access to infrastructure; the impact of increasing competition; conditions in general economic and financial markets; effects of regulation by governmental agencies; that the Company’s appeal of various tax assessments will be successful; current or, where applicable, proposed industry conditions, laws and regulations will continue in effect or as anticipated as described herein; the effect of any new environmental and climate change related regulations will not negatively impact the Company; and other matters.

    The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

    The MIL Network

  • MIL-OSI: Diversified Royalty Corp. Announces First Quarter 2025 Results and Leadership Update

    Source: GlobeNewswire (MIL-OSI)

    VANCOUVER, British Columbia, May 14, 2025 (GLOBE NEWSWIRE) — Diversified Royalty Corp. (TSX: DIV and DIV.DB.A) (the “Corporation” or “DIV”) is pleased to announce its financial results for the three months ended March 31, 2025 (“Q1 2025”) and an update to its leadership structure.

    Highlights

    • The weighted average organic royalty growth1 of DIV’s diversified royalty portfolio was 4.9% in Q1 2025, compared to 6.0% for the three months ended March 31, 2024 (“Q1 2024”). The weighted average organic royalty growth1 on a consistent currency basis was 3.9% in Q1 2025, compared to 6.0% in Q1 2024.
    • Revenue was $15.6 million in Q1 2025, up 3.7%, compared to $15.1 million in Q1 2024.
    • Adjusted revenue1 was $17.0 million in Q1 2025, up 3.6%, compared to $16.4 million in Q1 2024.
    • Distributable cash1 was $11.1 million in Q1 2025, up 16.3%, compared to $9.6 million in Q1 2024.
    • Payout ratio1 was 93.8% in Q1 2025 on dividends of $0.0625 per share ($0.2500 per share annualized), compared to 97.2% in Q1 2024 on dividends of $0.0611 per share ($0.2444 per share annualized), which is an annualized growth of 2.3% in dividends year-over-year.

    First Quarter Commentary

    Sean Morrison, President and Chief Executive Officer of DIV stated, “The first quarter of 2025 once again saw a strong performance from our top royalty partner, Mr. Lube + Tires, which continues to produce strong growth across the system, generating SSSG6 of 9.5%. DIV’s other variable royalty partners generated mixed results with both Oxford and Mr. Mikes generating positive SSSG in Q1. DIV’s fixed royalty partners, Nurse Next Door, Stratus and BarBurrito made their fixed royalty payments. As previously announced, the deferral of 20% of Sutton’s royalties that began in the fourth quarter of 2024 will continue to the end of 2025, to help Sutton invest in the business, and build on the positive momentum that began in the last quarter. DIV continues to see a decrease in royalty income from AIR MILES® because of the continued softness across the AIR MILES® Rewards Program.”

    1. Adjusted revenue and distributable cash are non-IFRS financial measures, payout ratio is a non-IFRS ratio and weighted average organic royalty growth and Same-store-sales growth or SSSG is a supplementary financial measure – see “Non-IFRS Measures” below.

    First Quarter Results

        Three months ended March 31,  
    (000’s)     2025     2024  
    Mr. Lube + Tires   $ 7,180   $ 6,644  
    Stratusa     2,380     2,130  
    BarBurrito     2,129     2,100  
    Nurse Next Doorb     1,349     1,323  
    Oxford     1,249     1,182  
    Mr. Mikes     1,026     1,016  
    Sutton     899     1,096  
    AIR MILES®     756     892  
    Adjusted revenuec   $ 16,968   $ 16,383  

    a)   Stratus royalty income for the three months ended March 31, 2025, was US$1.7 million, translated at an average foreign exchange rate of $1.4344 to US$1 (March 31, 2024 – US$1.6 million, translated at a foreign exchange rate of $1.3483 to US$1).
    b)   Represents the DIV Royalty Entitlement plus management fees received from Nurse Next Door.
    c)   DIV Royalty Entitlement and adjusted revenue are non-IFRS financial measures and as such, do not have standardized meanings under IFRS. For additional information, refer to “Non-IFRS Measures” in this news release.

    In Q1 2025, DIV generated $15.6 million of revenue compared to $15.1 million in Q1 2024. After taking into account the DIV Royalty Entitlement2 (defined below) related to DIV’s royalty arrangements with Nurse Next Door, DIV’s adjusted revenue2 was $17.0 million in Q1 2025, compared to $16.4 million in Q1 2024. Adjusted revenue increased primarily due to positive SSSG2 (defined below) at Mr. Lube + Tires, Oxford and Mr. Mikes, the annual contractual increases at Stratus, Nurse Next Door and BarBurrito, partially offset by lower royalty income from AIR MILES® and Sutton’s 20% royalty deferral, all as discussed in further detail below.

    2. Adjusted revenue and DIV Royalty Entitlement are non-IFRS financial measures and SSSG are supplementary financial measures – see “Non-IFRS Measures” below.

    Royalty Partner Business Updates

    Mr. Lube + Tires: Mr. Lube + Tires generated SSSG3 of 9.5% for the Mr. Lube + Tires stores in the royalty pool for Q1 2025, compared to SSSG of 14.6% in Q1 2024. SSSG in the current period is primarily due to the sustained growth across the Mr. Lube + Tires system.

    3. Same-store-sales growth or SSSG is a supplementary financial measure – see “Non-IFRS Measures” below.

    Stratus: Royalty income from SBS Franchising LLC (“Stratus”) was $2.4 million (US$1.7 million translated at an average foreign exchange rate of $1.4344 to US$1.00) for Q1 2025. The fixed royalty payable by Stratus increases each November at a rate of 5% until and including November 2026 and 4% each November thereafter during the term of the license, with the most recent increase effective November 15, 2024.

    Nurse Next Door: The royalty entitlement to DIV (the “DIV Royalty Entitlement4”) from Nurse Next Door Professional Homecare Services Inc. (“Nurse Next Door”) was $1.3 million in Q1 2025. The DIV Royalty Entitlement from Nurse Next Door grows at a fixed rate of 2.0% per annum during the term of the license, with the most recent increase effective October 1, 2024.

    4. DIV Royalty Entitlement is a non-IFRS measure – see “Non-IFRS Measures” below.

    Mr. Mikes: SSSG5 for the Mr. Mikes Restaurants Corporation (“Mr. Mikes”) restaurants in the Mr. Mikes royalty pool was 1.5% in Q1 2025, compared to SSSG of -5.5% in Q1 2024. The higher SSSG percentage in the current period is due to an increase in restaurant guest traffic.

    Royalty income and management fees of $1.0 million were generated from Mr. Mikes for Q1 2025 and 2024, respectively.

    5. Same-store-sales growth or SSSG is a supplementary financial measure – see “Non-IFRS Measures” below.

    Oxford: The Oxford Learning Centres, Inc. (“Oxford”) locations in the Oxford royalty pool generated SSSG6 (on a constant currency basis) of 5.5% in Q1 2025, compared to SSSG -2.1% in Q1 2024. Oxford’s positive SSSG for the quarter is due to the solid performance of the Oxford system during the quarter.

    6. Same-store-sales growth or SSSG is a supplementary financial measure – see “Non-IFRS Measures” below.

    AIR MILES®: In Q1 2025, royalty income of $0.8 million was generated from the AIR MILES® Licenses compared to $0.9 million generated in Q1 2024, a decrease of 15.2% from the comparable quarter. The decrease is largely due to continued softness in the AIR MILES® Rewards Program.

    Sutton: In Q1 2025, royalty income of $0.9 million was generated from Sutton, which includes a 20% royalty deferral for Q1, 2025, compared to $1.1 million for Q1, 2024. The deferred royalties do not accrue interest and are due in full on December 31, 2027. The fixed royalty payable by Sutton increases at a rate of 2% per year, with the most recent increase effective July 1, 2024.

    BarBurrito: Royalty income from BarBurrito Restaurants Inc. (“BarBurrito”) was $2.1 million for Q1 2025. The royalty payable by BarBurrito initially grows at a fixed rate of 4% per annum each March from and including March 2025 to and including March 2030 and, commencing on January 1, 2031, will fluctuate based on the gross sales of the BarBurrito locations in the royalty pool.

    Distributable Cash and Dividends Declared

    In Q1 2025, distributable cash7 increased to $11.1 million ($0.0666 per share), compared to $9.6 million ($0.0629 per share), in Q1 2024. The increase in distributable cash per share7 for the quarter was primarily due to an increase in distributable cash, partially offset by a higher weighted average number of common shares outstanding7.

    In Q1 2025, the payout ratio7 was 93.8% on dividends of $0.0625 per share, compared to the payout ratio of 97.2% on dividends of $0.0611 per share for the same respective period in 2024. The decrease to the payout ratio was primarily due to higher distributable cash per share7, partially offset by higher dividends declared per share7.

    7. Distributable cash is a non-IFRS financial measure and distributable cash per share and payout ratio are non-IFRS ratios – see “Non-IFRS Measures” below.

    Net Income

    Net income for Q1 2025 was $8.0 million compared to net income of $7.5 million for the three months ended March 31, 2024. The increase in net income in Q1 2025, was primarily due to the higher adjusted revenues8, lower interest expenses and share-based compensation expenses, partially offset by higher salaries and benefits, income tax expenses, and other finance costs.

    8. Adjusted revenue is a non-IFRS financial measure – see “Non-IFRS Measures” below.

    Availability of Annual General Meeting Materials and Leadership Update

    The proxy-related materials for DIV’s upcoming Annual General meeting of shareholders  (the “Meeting”) to be held on Thursday, June 19, 2025 are now available and have been posted under DIV’s profile on SEDAR+ at www.sedarplus.com and on DIV’s website at: https://www.diversifiedroyaltycorp.com/investors/financial-and-regulatory-reports/financial-reports-2025/.

    At the Meeting, shareholders will be asked to: (i) receive the consolidated financial statements of DIV for the fiscal year ended December 31, 2024, together with the report of the auditors thereon, (ii) elect directors of the Corporation for the ensuing year, and (iii) appoint KPMG LLP as auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix their remuneration.

    The Board is pleased to nominate Sean Morrison, our President and Chief Executive Officer, for election to the Board, alongside the current directors. The Board is also pleased to announce the promotion of Greg Gutmanis from Chief Financial Officer and Vice President, Acquisitions, to President and Chief Financial Officer, effective July 1, 2025.

    In his expanded role, Greg will assume greater responsibility for DIV’s day-to-day operations, including oversight of our Royalty Partners’ businesses, identifying and executing new acquisition opportunities, and engaging with DIV’s shareholders and prospective investors. Greg has played a key role in DIV’s growth since its inception. He is widely recognized within Vancouver’s finance community, having received the 2020 BC CFO Award and being named one of Business in Vancouver’s “Top Forty Under 40” in 2017. During his tenure at DIV, Greg has managed approximately $400 million in equity and convertible debenture offerings and over $200 million in senior debt. Prior to joining DIV, he co-managed $165 million across two private equity funds and worked as an investment banker.

    Sean Morrison, stated, “Greg’s promotion to President and Chief Financial Officer is well deserved. I’ve had the pleasure of working with Greg for nearly 20 years in investment banking, private equity, and for the past decade at DIV. Greg is a consummate professional who continues to broaden his expertise and expand his leadership role each year. As continuing CFO and incoming President, I’m confident Greg will continue to grow his responsibilities, and I look forward to working closely with him to deliver value to DIV shareholders.”

    Sean will continue to lead DIV’s strategic direction and overall business as its Chief Executive Officer.

    About Diversified Royalty Corp.

    DIV is a multi-royalty corporation, engaged in the business of acquiring top-line royalties from well-managed multi-location businesses and franchisors in North America. DIV’s objective is to acquire predictable, growing royalty streams from a diverse group of multi-location businesses and franchisors.

    DIV currently owns the Mr. Lube + Tires, AIR MILES®, Sutton, Mr. Mikes, Nurse Next Door, Oxford Learning Centres, Stratus Building Solutions and BarBurrito trademarks. Mr. Lube + Tires is the leading quick lube service business in Canada, with locations across Canada. AIR MILES® is Canada’s largest coalition loyalty program. Sutton is among the leading residential real estate brokerage franchisor businesses in Canada. Mr. Mikes operates casual steakhouse restaurants primarily in western Canadian communities. Nurse Next Door is a home care provider with locations across Canada and the United States as well as in Australia. Oxford Learning Centres is one of Canada’s leading franchisee supplemental education services. Stratus Building Solutions is a leading commercial cleaning service franchise company providing comprehensive building cleaning, and office cleaning services primarily in the United States. BarBurrito is the largest quick service Mexican restaurant food chain in Canada.

    DIV’s objective is to increase cash flow per share by making accretive royalty purchases and through the growth of purchased royalties. DIV intends to continue to pay a predictable and stable monthly dividend to shareholders and increase the dividend over time, in each case as cash flow per share allows.

    Forward-Looking Statements

    Certain statements contained in this news release may constitute “forward-looking information” within the meaning of applicable securities laws that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “intend”, “may”, “will”, ”project”, “should”, “believe”, “confident”, “plan” and “intend” and similar expressions are intended to identify forward-looking information, although not all forward-looking information contains these identifying words. Specifically, forward-looking information in this news release includes, but is not limited to, statements made in relation to: the deferral of Sutton Royalties continuing for the remainder of 2025 to help Sutton invest in the business and build on the positive momentum that began in the last quarter; the terms on which the deferred royalties are required to be paid by Sutton; the promotion of Greg Gutmanis to President and Chief Financial Officer effective July 1, 2025, and that Sean Morrisson will continue to lead DIV’s strategic direction and overall business as Chief Executive Officer; details of DIV’s upcoming Annual General Meeting; DIV’s intention to pay monthly dividends to shareholders; and DIV’s corporate objectives. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events, performance, or achievements of DIV to differ materially from those anticipated or implied by such forward-looking information. DIV believes that the expectations reflected in the forward-looking information included in this news release are reasonable but no assurance can be given that these expectations will prove to be correct. In particular, risks and uncertainties include: DIV’s royalty partners may not make their respective royalty payments to DIV, in whole or in part; the decline in royalties received under the AIR MILES® licenses could cause AM Royalties Limited Partnership (“AM LP”) to be required to make partial or full repayment of the outstanding principal amount under its credit agreement, or cause AM LP to be in default under its credit agreement; current positive trends being experienced by certain of DIV’s royalty partners (and their respective franchisees) may not continue and may regress, and negative trends experienced by certain of DIV’s Royalty Partners (including their respective franchisees) may continue and may regress; Sutton may not pay all deferred royalties in accordance with the timing required or at all; Sutton’s investment of the deferred royalties may not achieve their intended effects; Sutton may require further deferrals of royalties beyond those contemplated by the current deferral agreement; DIV and its royalty partners performance in the remainder of 2025 may not meet management’s expectations; DIV may not be able to make monthly dividend payments to the holders of its common shares; dividends are not guaranteed and may be reduced, suspended or terminated at any time; or DIV may not achieve any of its corporate objectives. Given these uncertainties, readers are cautioned that forward-looking information included in this news release is not a guarantee of future performance, and such forward-looking information should not be unduly relied upon. More information about the risks and uncertainties affecting DIV’s business and the businesses of its royalty partners can be found in the “Risk Factors” section of its Annual Information Form dated March 24, 2025 and in DIV’s management’s discussion and analysis for the three months ended March 31, 2025, copies of which are available under DIV’s profile on SEDAR+ at www.sedarplus.com.

    In formulating the forward-looking information contained herein, management has assumed that DIV will generate sufficient cash flows from its royalties to service its debt and pay dividends to shareholders; lenders will provide any necessary waivers required in order to allow DIV to continue to pay dividends; lenders will provide any other necessary covenant waivers to DIV and its royalty partners; the performance of DIV’s royalty partners will be consistent with DIV’s and its royalty partners’ respective expectations; recent positive trends for certain of DIV’s royalty partners (including their respective franchisees) will continue and not regress; current negative trends experienced by certain of DIV’s royalty partners (including their respective franchisees) will not materially regress; Sutton will pay all deferred royalties in accordance with the required timing in full and will not require further deferrals; Sutton’s investment of the deferred royalties will achieve its intended effects; the businesses of DIV’s respective royalty partners will not suffer any material adverse effect; and the business and economic conditions affecting DIV and its royalty partners will continue substantially in the ordinary course, including without limitation with respect to general industry conditions, general levels of economic activity and regulations. These assumptions, although considered reasonable by management at the time of preparation, may prove to be incorrect.

    All of the forward-looking information in this news release is qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that it will have the expected consequences to, or effects on, DIV. The forward-looking information in this news release is made as of the date of this news release and DIV assumes no obligation to publicly update or revise such information to reflect new events or circumstances, except as may be required by applicable law.

    Non-IFRS Measures

    Management believes that disclosing certain non-IFRS financial measures, non-IFRS ratios and supplementary financial measures provides readers with important information regarding the Corporation’s financial performance and its ability to pay dividends and the performance of its royalty partners. By considering these measures in combination with the most closely comparable IFRS measure, management believes that investors are provided with additional and more useful information about the Corporation and its royalty partners than investors would have if they simply considered IFRS measures alone. The non-IFRS financial measures, non-IFRS ratios and supplementary financial measures do not have standardized meanings prescribed by IFRS and therefore are unlikely to be comparable to similar measures presented by other issuers. Investors are cautioned that non-IFRS measures should not be construed as a substitute or an alternative to net income or cash flows from operating activities as determined in accordance with IFRS.

    “Adjusted revenue”, “adjusted royalty income”, “DIV Royalty Entitlement” and “distributable cash” are used as non-IFRS financial measures in this news release.

    Adjusted revenue is calculated as royalty income plus DIV Royalty Entitlement and management fees. The following table reconciles adjusted revenue and adjusted royalty income to royalty income, the most directly comparable IFRS measure disclosed in the financial statements:

        Three months ended March 31,  
    (000’s)     2025     2024  
    Mr. Lube + Tires   $ 7,120   $ 6,585  
    Stratus     2,380     2,130  
    BarBurrito     2,108     2,080  
    Oxford     1,238     1,172  
    Mr. Mikes     1,015     1,006  
    Sutton     871     1,068  
    AIR MILES®     756     892  
    Royalty income   $ 15,488   $ 14,933  
    DIV Royalty Entitlement     1,329     1,303  
    Adjusted royalty income   $ 16,817   $ 16,236  
    Management fees     151     147  
    Adjusted revenue   $ 16,968   $ 16,383  
               

    For further details with respect to adjusted revenue and adjusted royalty income, refer to the subsection “Non-IFRS Financial Measures” under “Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures” in the Corporation’s management’s discussion and analysis for the three months ended March 31, 2025, a copy of which is available on SEDAR+ at www.sedarplus.com.

    The most closely comparable IFRS measure to DIV Royalty Entitlement is “distributions received from NND LP”. DIV Royalty Entitlement is calculated as distributions received from NND LP, before any deduction for expenses incurred by NND Holdings Limited Partnership (“NND LP”), which expenses include legal, audit, tax and advisory services. Note that distributions received from NND LP is derived from the royalty paid by Nurse Next Door to NND LP. The following table reconciles DIV Royalty Entitlement to distributions received from NND LP in the financial statements:

        Three months ended March 31,  
    (000’s)     2025     2024  
    Distributions received from NND LP   $ 1,325   $ 1,300  
    Add: NND Royalties LP expenses     4     3  
    DIV Royalty Entitlement     1,329     1,303  
           
    Less: NND Royalties LP expenses     (4 )   (3 )
    DIV Royalty Entitlement, net of NND Royalties LP expenses   $ 1,325   $ 1,300  
           

    For further details with respect to DIV Royalty Entitlement, refer to the subsection “Non-IFRS Financial Measures” under “Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures” in the Corporation’s management’s discussion and analysis for the three months ended March 31, 2025, a copy of which is available on SEDAR+ at www.sedarplus.com.

    The following table reconciles distributable cash to cash flows generated from operating activities, the most directly comparable IFRS measure disclosed in the financial statements:

        Three months ended March 31,  
    (000’s)     2025     2024  
           
    Cash flows generated from operating activities   $ 10,160   $ 10,850  
           
    Current tax expense     (1,719 )   (1,291 )
    Accrued interest on convertible debentures     (788 )   (788 )
    Accrued interest on bank loans     (374 )    
    Distributions on MRM units earned in current periods     (48 )   (41 )
    Mandatory principal payments on credit facilities         (628 )
    Payment of lease obligations     (28 )   (27 )
    NND LP expenses     (4 )   (3 )
    Accrued DIV Royalty Entitlement, net of distributions     4     3  
    Foreign exchange and other     49     42  
    Changes in working capital     850     263  
    Taxes paid     3,036     1,498  
    Note receivable         (305 )
    Distributable cash   $ 11,138   $ 9,573  


    For further details with respect to distributable cash, refer to the subsection “Non-IFRS Financial Measures” under “Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures” in the Corporation’s management’s discussion and analysis for the three months ended March 31, 2025, a copy of which is available on SEDAR+ at
    www.sedarplus.com.

    “Distributable cash per share” and “payout ratio” are non-IFRS ratios that do not have a standardized meaning prescribed by IFRS, and therefore may not be comparable to similar ratios presented by other issuers. Distributable cash per share is defined as distributable cash, a non-IFRS measure, divided by the weighted average number of common shares outstanding during the period. The payout ratio is calculated by dividing the dividends per share during the period by the distributable cash per share, a non-IFRS measure, generated in that period. For further details, refer to the subsection entitled “Non-IFRS Ratios” under “Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures” in the Corporation’s management’s discussion and analysis for the three months ended March 31, 2025, a copy of which is available on SEDAR+ at www.sedarplus.com.

    “Weighted average organic royalty growth” is the average same store sales growth percentage related to Mr. Lube + Tires, Oxford and Mr. Mikes plus the average increase in adjusted royalty income from AIR MILES®, Sutton (less 20% deferral in Q1, 2025), Nurse Next Door, BarBurrito and Stratus over the prior comparable period taking into account the percentage weighting of each royalty partner’s adjusted royalty income in proportion of the total adjusted royalty income for the period. Weighted average organic royalty growth is a supplementary financial measure and does not have a standardized meaning prescribed by IFRS. However, the Corporation believes that weighted average organic royalty growth is a useful measure as it provides investors with an indication of the change in year-over-year growth of each royalty partner, taking into account the percentage weighting of royalty partner’s growth in proportion of total growth, as applicable. The Corporation’s method of calculating weighted average organic royalty growth may differ from those of other issuers or companies and, accordingly, weighted average organic royalty growth may not be comparable to similar measures used by other issuers or companies.

    “Same store sales growth” or “SSSG” and “system sales” are supplementary financial measures and do not have standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers. SSSG and system sales figures are reported to DIV by its Royalty Partners – see “Third Party Information”. For further details, refer to the subsection entitled “Supplementary Financial Measures” under “Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures” in the Corporation’s management’s discussion and analysis for the three months ended March 31, 2025, a copy of which is available on SEDAR+ at www.sedarplus.com.

    Third Party Information

    This news release includes information obtained from third party company filings and reports and other publicly available sources as well as financial statements and other reports provided to DIV by its royalty partners. Although DIV believes these sources to be generally reliable, such information cannot be verified with complete certainty. Accordingly, the accuracy and completeness of this information is not guaranteed. DIV has not independently verified any of the information from third party sources referred to in this news release nor ascertained the underlying assumptions relied upon by such sources.

    THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS RELEASE.

    Additional Information

    The information in this news release should be read in conjunction with DIV’s consolidated financial statements and management’s discussion and analysis (“MD&A”) for the three months ended March 31, 2025, which are available on SEDAR+ at www.sedarplus.com.

    Additional information relating to the Corporation and other public filings, is available on SEDAR+ at www.sedarplus.com.

    Contact:
    Sean Morrison, President and Chief Executive Officer
    Diversified Royalty Corp.
    (236) 521-8470

    Greg Gutmanis, Chief Financial Officer and VP Acquisitions
    Diversified Royalty Corp.
    (236) 521-8471

    The MIL Network

  • MIL-OSI: MATTR Announces First Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    TORONTO, May 14, 2025 (GLOBE NEWSWIRE) — Mattr Corp. (“Mattr” or the “Company”) (TSX: MATR) reported today its operational and financial results for the three months ended March 31, 2025. This press release should be read in conjunction with the Company’s Management Discussion and Analysis (“MD&A”) and interim consolidated financial statements for the three months ended March 31, 2025, which are available on the Company’s website and at www.sedarplus.com.

    Highlights include1:

    • On January 2, 2025, the Company completed its acquisition of AmerCable® Incorporated (“AmerCable”), a U.S. manufacturer of highly engineered wire and cable solutions for the net purchase price of US$283 million, equivalent to approximately CAD $407 million based on the USD-CAD exchange rate as of December 31, 2024 which includes the contractual purchase price, initial working capital adjustments, and US$19.3 million of cash in the business. This transaction is still subject to final net working capital adjustments. AmerCable is now reported under the Company’s Connection Technologies segment;
    • On a consolidated basis (including Continuing Operations and Discontinued Operations), Mattr reported revenue of $343 million, net income of $53 million, Adjusted EBITDA2 of $54 million, diluted Earnings Per Share (“EPS”) of 0.84 and diluted Adjusted EPS2 of $0.34. Results are inclusive of Modernization, Expansion and Optimization (“MEO”)2 costs of $2.7 million incurred during the quarter;
    • During the first quarter of 2025, Mattr’s Continuing Operations (including AmerCable) delivered revenue of $320 million, operating income of $18 million and Adjusted EBITDA of $47 million, an 80% increase compared to the first quarter of 2024;
    • The Connection Technologies segment’s first quarter revenue increased by 106% to $187 million compared to $91 million in the prior year’s quarter. Operating income increased by 24% to $18 million compared to $15 million in the prior year’s quarter and Adjusted EBITDA from the segment was $30 million, a 73% increase compared to the first quarter of 2024;
    • The Composite Technologies segment’s first quarter revenue increased by 11% to $133 million compared to $119 million in the prior year’s quarter. Operating income increased by 219% to $13 million compared to $4 million in the prior year’s quarter and Adjusted EBITDA from the segment was $21 million, a 40% increase compared to the first quarter of 2024;
    • During the first quarter of 2025, Discontinued Operations generated revenue of $23 million, operating income of $7 million and Adjusted EBITDA of $7 million; and
    • During the first quarter of 2025, the Company committed $11.6 million to new capital expenditures while outlaying approximately $24.1 million in cash, including previously accrued amounts, to support long-term growth in its Composite Technologies and Connection Technologies segments. The Company also repurchased approximately 1.0 million of its common shares for a total repurchase price of $11 million under its normal course issuer bid (“NCIB”). Subsequent to the quarter and as of April 30, 2025, the Company has repurchased 313,800 shares for an aggregate repurchase price of approximately $3.0 million.

    ______________________________
    1. The Company’s consolidated financial statements for the three months ended March 31, 2025, report Continuing Operations as the Company’s Composite Technologies and Connection Technologies reporting segments and Financial and Corporate. Discontinued Operations include Company’s Thermotite business, its final remaining pipe coating business. Total consolidated figures include figures from both Continuing Operations and Discontinued Operations
    2. Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted EPS are non-GAAP measures. MEO costs is a supplementary financial measure. Non-GAAP measures and supplementary financial measures do not have standardized meanings prescribed by GAAP and are not necessarily comparable to similar measures provided by other companies. See “Section 5.0 – Reconciliation of Non-GAAP Measures” for further details and a reconciliation of these non-GAAP measures.

    “The first quarter of 2025 saw Mattr leverage its unique product portfolio to deliver strong business performance despite geopolitically driven uncertainty across many end markets,” said Mike Reeves, Mattr’s President & CEO. “With customer adoption of recently released technologies accelerating, robust performance from AmerCable in its first quarter as a Mattr brand, and newly established manufacturing facilities operating at improved levels of efficiency, Q1 saw meaningful year-over-year expansion of both revenue and Adjusted EBITDA generation within both operating segments.”

    “Mattr benefitted modestly during the first quarter from acceleration of purchasing decisions by some customers ahead of early April US tariff announcements.  While Mattr’s own USMCA compliant products were not directly impacted by these announcements, the uncertain outlook for global trade and macro-economic conditions has undoubtedly impacted customer confidence across much of the critical infrastructure landscape. Consequently, the Company currently expects demand for its products during the second quarter of 2025, and likely beyond, will be unfavorably impacted.  While the full year business impact remains unclear, we currently anticipate the second quarter of 2025 will see Mattr’s revenue and Adjusted EBITDA move lower sequentially.”

    Mr. Reeves continued, “While the Company cannot control the business environment within which it operates, in recent history the talented teams across our organization have proven nimble, resilient and cost-conscious in the face of challenging conditions.  As demonstrated by our first quarter performance, Mattr’s technology driven products, differentiated positioning in key markets, strong customer value proposition and rebalanced, modernized manufacturing footprint create the opportunity for market outperformance, regardless of prevailing conditions.”

    Mr. Reeves concluded, “Our hard-earned balance sheet strength enables Mattr to navigate market uncertainties with confidence, remaining committed to technology development, to enhancing cost and operational efficiency across the organization, to extracting commercial synergies from our newly expanded wire and cable portfolio and to creating long-term value for our shareholders, including via additional accretive acquisitions and the continued repurchase of shares under our NCIB.”

    Selected Financial Highlights    
           
        Three Months Ended
        March 31,
        2025   2024    
      (in thousands of Canadian dollars, except per share amounts and percentages) $ % $   %
      Revenue 320,120   210,039    
      Gross Profit 83,618 26% 59,768   28%
      Operating Income from Continuing Operations (a) 18,441 6% 4,029   2%
      Net Income (Loss) from Continuing Operations 48,069   (2,145 )  
      Net Income (Loss) from Discontinued Operations 4,657   (3,494 )  
      Net Income (Loss) for the period 52,726   (5,639 )  
      Earnings per share:          
      Basic 0.84   (0.09 )  
      Diluted 0.84   (0.09 )  
      Adjusted EBITDA from Continuing Operations (b) 46,554 15% 25,827   12%
      Adjusted EBITDA from Discontinued Operations (b) 7,477 32% 4,242   29%
      Total Consolidated Adjusted EBITDA from Operations (b) 54,031 16% 30,069   13%
      Total Consolidated Adjusted EPS from Operations (b)          
      Basic 0.34   0.16    
      Diluted 0.34   0.16    
    (a) Operating income for the three months ended March 31, 2025, includes no restructuring costs and other net, while operating loss for the three months ended March 31, 2024, includes $3.2 million restructuring costs and other net.
    (b) Adjusted EBITDA, adjusted EBITDA margins and Adjusted EPS are non-GAAP measures. Non-GAAP measures do not have standardized meanings under GAAP and are not necessarily comparable to similar measures provided by other companies. See “Section 5.0 – Reconciliation of Non-GAAP Measures” for further details and a reconciliation of these non-GAAP measures.
       

    1.0 FIRST QUARTER HIGHLIGHTS

    On January 2, 2025, the Company, through its subsidiary, successfully completed the acquisition of AmerCable, a U.S.-based manufacturer of highly engineered wire and cable solutions, from Nexans USA Inc. AmerCable has been incorporated into Mattr’s Connection Technologies segment, which is now the largest segment in its portfolio. The Company paid US$283 million, equivalent to approximately CAD $407 million based on the USD-CAD exchange rate as of December 31, 2024 which includes the contractual purchase price, initial working capital adjustments, and US$19.3 million of cash in the business. The final working capital adjustment is anticipated to be completed during the second half of the year.

    During the first quarter of 2025, the Company delivered $320.1 million in revenue from Continuing Operations, a $110.1 million or a 52.4% increase from the same quarter of 2024. The Company’s operating income from Continuing Operations in the first quarter of 2025 was $18.4 million, an increase of $14.4 million, or 357.7%, compared to the first quarter of 2024. Adjusted EBITDA from Continuing Operations was $46.6 million during the first quarter of 2025, an increase of $20.7 million, or 80.3%, compared to the first quarter of 2024. These favorable movements as compared to the prior year period were driven by the addition of AmerCable and strong performance across most business lines, despite the economic uncertainties arising from tariff announcements.

    The first quarter of 2025 results include $9.5 million in costs associated with the acquisition of AmerCable including the impact of $4.2 million of costs related to the non-cash inventory fair value adjustment, which was part of AmerCable purchase price allocation accounting. The Company’s financial results in the first quarter of 2025 also include the impact of $2.7 million in MEO costs related to the Company’s ongoing MEO strategy and is similar to the $2.7 million of MEO costs recorded in the first quarter of 2024. Additionally, the Company recorded a recovery of $2.2 million in share-based incentive compensation against operating income from Continuing Operations during the first quarter of 2025 driven by the change in the Company’s share price. Comparatively, operating income from Continuing Operations in the prior year’s first quarter included an expense of $7.6 million in share-based incentive compensation.

    As at March 31, 2025, the Company had cash and cash equivalents totaling $52.7 million, a decrease from $502.5 million as at December 31, 2024 which included restricted cash. The decrease in cash compared to the year-end 2024 was largely attributable to closing and funding the AmerCable acquisition during the quarter.

    Selected Segment Financial Highlights        
             
        Three Months Ended
        March 31,
        2025       2024    
      (in thousands of Canadian dollars) $     % $   %
      Revenue              
      Connection Technologies 187,346       90,757    
      Composite Technologies 132,774       119,282    
      Revenue from Continuing Operations 320,120       210,039    
      Revenue from Discontinued Operations 23,301       14,422    
      Operating Income (Loss)              
      Connection Technologies 18,041     10% 14,543   16%
      Composite Technologies 12,807     10% 4,017   3%
      Financial and Corporate (12,407 )     (14,531 )  
      Operating Income from Continuing Operations 18,441       4,029    
      Operating Income from Discontinued Operations 7,493       3,696    
      Adjusted EBITDA (a)              
      Connection Technologies 30,461     16% 17,617   19%
      Composite Technologies 21,038     16% 15,008   13%
      Financial and Corporate (4,945 )     (6,798 )  
      Adjusted EBITDA from Continuing Operations (a) 46,554     15% 25,827   12%
      Adjusted EBITDA from Discontinued Operations (a) 7,477     32% 4,242   29%
    a) Adjusted EBITDA is non-GAAP measures. Non-GAAP measures do not have standardized meanings under GAAP and are not necessarily comparable to similar measures provided by other companies. See “Section 5.0 – Reconciliation of Non-GAAP Measures” for further details and a reconciliation of these non-GAAP measures.
       

    The Connection Technologies segment now includes the Company’s Shawflex, AmerCable and DSG-Canusa business lines, and delivered revenue of $187.3 million in the first quarter of 2025, a new first quarter record and an increase of $96.6 million when compared to the first quarter of 2024. Its operating income in the first quarter of 2025 was $18.0 million compared to $14.5 million in the first quarter of 2024. The segment delivered Adjusted EBITDA of $30.5 million during the first quarter of 2025, a $12.8 million increase versus the prior year quarter. This was the first quarter the Company’s business included AmerCable’s financial results, which significantly contributed to the increased financial performance in the Connection Technologies segment as compared to the first quarter of 2024. The AmerCable business line contributed strong performance across its end markets in the first quarter of 2025, particularly the mining sector. The Connection Technologies segment results include a $4.2 million impact from non-cash inventory fair value adjustment as part of AmerCable purchase price allocation accounting, which is added back for Adjusted EBITDA purposes. The segment successfully completed all expected first-quarter AmerCable business onboarding activities.

    Consolidated revenue generation in the segment’s wire and cable businesses (Shawflex and AmerCable) was strongly favorable compared to the prior year, driven primarily by increases in the mining, energy and industrial sectors, partially offset by weaker sales into infrastructure applications, driven by customer project timing.

    DSG-Canusa revenue increased marginally compared to the prior year period, primarily driven by higher sales into automotive end markets in North America as the Company gained market share despite a backdrop of reduced global automotive production during the quarter.

    Year-over-year increases in segment operating income and Adjusted EBITDA were primarily driven by the addition of AmerCable, partially offset by $2.7 million of non-capitalizable MEO costs associated with the bifurcation and relocation of its North American footprint. This compares to $0.4 million of MEO cost recognized in the prior year period.

    The Composite Technologies segment contains the Company’s Flexpipe® and Xerxes® business lines and delivered revenue of $132.8 million in the first quarter of 2025, an increase of $13.5 million, or 11.3%, compared to the first quarter of 2024. Operating income for the segment in the first quarter of 2025 was $12.8 million, an $8.8 million increase from the $4.0 million reported in the first quarter of 2024.

    North American Flexpipe revenue increased compared to the same period in the prior year, despite significantly reduced North American completion activity, as the Company continued to secure new customers and further penetrate the large diameter product market. The business also benefitted from some customers accelerating purchases ahead of potential tariff announcements. International revenue was lower year-over-year, primarily due to the timing of orders and deliveries, with the prior-year period benefiting from a significant shipment to the Middle East.

    Within Xerxes, first-quarter revenue exceeded the prior-year period, primarily driven by increased sales of Fiberglass Reinforced Plastic (FRP) tanks for retail fuel applications and Hydrochain products for storm water management applications.

    Adjusted EBITDA for the Composite Technologies segment in the first quarter of 2025 was $21.0 million, an increase of $6.0 million from the $15.0 million reported in the first quarter of 2024. This increase was primarily driven by higher gross profit resulting from increased revenue. This was partially offset by a slight decline in gross margin, reflecting a change in product mix and increased freight expenses associated with pre-emptive relocation of inventory into the U.S. to mitigate potential tariff impacts. The segment did not incur any non-capitalizable MEO costs in the first quarter of 2025, as the new production facilities for Flexpipe and Xerxes were fully set up and operational, compared to $2.3 million of MEO costs incurred during the first quarter of 2024 for the setup of these production sites.

    Discontinued Operations generated revenue of $23.3 million and $7.5 million of Adjusted EBITDA during the first quarter of 2025 compared to $14.4 million in revenue and $4.2 million of Adjusted EBITDA during the first quarter of 2024.

    2.0 OUTLOOK

    The Company acknowledges that extreme uncertainty exists regarding the magnitude and duration of tariffs impacting the movement of goods between the US and other countries, and the business and economic consequences arising from such tariffs. The Company currently manufactures products in the US and/or Canada that are sold cross-border in all of its business units and imports raw materials and component parts for the production of its products. The Company also sources raw materials from other countries that are currently subject to or may in the future become subject to tariffs by the United States government. The Company continues to diversify its supply chain and has secured sources based in several different countries for a majority of its raw material needs. The Company remains vigilant and prepared to take additional mitigation actions as needed, including raising the selling prices of its products where necessary and permitted under its contractual arrangements. The related economic uncertainty may also cause customers to pause or cancel investment decisions, which could impact overall near-term demand for the Company’s products in certain end markets. The outlook below includes the Company’s current visibility of the potential impact of tariffs. Despite near and medium term geopolitical and macroeconomic challenges, the Company remains positive on the long-term outlook and macro drivers for its products.

    • The Company has largely completed its disposition of non-core assets and the modernization, expansion and optimization of its North American production network, with the remaining sale of its Brazilian pipe coating business expected to close around mid 2025 and the relocation of its Shawflex manufacturing site expected to be completed at the end of the second quarter of 2025.  MEO costs are expected to be $5 to $7 million in the second quarter and will mark the completion of the MEO expense recognition program by the Company. Consequently, over the course of 2025, Mattr is expected to return to more normalized operations, with a primary focus on delivering value from its restructured operational footprint while also ensuring full integration and optimization of AmerCable following its acquisition.
    • The Company currently anticipates revenue and Adjusted EBITDA from Continuing Operations in the second quarter of the year to fall below the first quarter of 2025, including the recognition of MEO costs during the second quarter within its Connection Technologies segment. The Company observed some accelerated customer purchasing activity during the first quarter – primarily in its Flexpipe business – as a result of tariff uncertainty, and amid this uncertainty, the Company currently anticipates some customer purchasing decisions in the second quarter and beyond may be delayed or reduced.
    • The Company currently anticipates sales from its Xerxes fuel and water products in the second quarter of 2025 will rise modestly compared to the first quarter as conditions become more favorable for underground installation activity. Production efficiency from the business’s recently established South Carolina site is expected to evolve favorably over the remainder of 2025.
    • The Company currently anticipates sales of its Flexpipe products in the second quarter of 2025 will be lower than the first quarter, as modestly higher international shipments and continued North American market share gains are likely offset by further reductions in North American completion activity, driven by tariff uncertainty and lower oil prices. Production efficiency from the business’s recently established Texas site is expected to evolve favorably over the remainder of 2025.
    • The Company currently anticipates sales of its DSG-Canusa products in the second quarter of 2025 will be similar to the first quarter, as lower activity from its automotive customers is expected to be offset by new customer capture and new product introduction. The production efficiency from the business’s recently established Ohio site is expected to evolve favorably over the remaining course of 2025.
    • The Company currently anticipates sales of Shawflex and AmerCable wire and cable products in the second quarter of 2025 will decline compared to the first quarter, driven primarily by lower deliveries into specific industrial, mining and energy applications, partially offset by higher deliveries into infrastructure applications. The timing of specific deliveries within the AmerCable business drove a particularly strong result during the first quarter, which is still expected to be the strongest quarter of 2025 for this business. Copper price volatility has also increased since the start of the year and is being closely monitored to ensure the impacts arising from any rapid movements are minimized.
    • The Company has successfully leveraged Shawflex resources to secure early confirmation of US and Canadian customer appetite to utilize AmerCable’s medium voltage products in specific industrial applications and continues to anticipate initial, modest benefits from these expected industrial sector commercial synergies will commence in the second half of 2025. Key AmerCable related factors impacting Connection Technology segment results to date, and going forward, include:
      • The Company incurred approximately $1 million of non-routine onboarding expenses related to the acquisition of AmerCable in the first quarter, and expects additional expenses of up to $4 million over the remainder of 2025. These costs are added back for the calculation of  Adjusted EBITDA.
      • The revaluation of AmerCable’s inventory to fair value as part of the purchase price allocation accounting is expected to temporarily lower gross margins in the first half of the year as the inventory is sold. These costs are added back for the calculation of  Adjusted EBITDA.
      • The recognition of intangible assets, including goodwill, customer relationships and trade names as part of the AmerCable purchase price allocation accounting and the corresponding amortization of these assets will impact reported earnings. However, these are non-cash expenses and do not impact the Company’s underlying operational performance or cash flow.
    • While the Company expects to maintain its “all of the above” approach to capital allocation, with the acquisition of AmerCable and the majority of its large organic MEO projects completed, the Company’s capital deployment in 2025 is expected to focus more heavily on debt repayment and activity under its NCIB.  The Company currently anticipates total full year capital expenditures will be $60-$70 million, with approximately $15 million of such amount allocated to maintenance capital, and the remaining amounts allocated to growth projects, including completion of the remaining MEO projects. Given the elevated geopolitical uncertainty, the Company continues to evaluate market conditions and remains prepared to adjust its capital program and spend as needed.
    • The Company has moved above its normal net-debt-to-Adjusted EBITDA ratio target of 2.0 times, including leases, as a result of its acquisition of AmerCable. Through prioritization of debt repayment, the Company currently expects to move back below its normal target ratio within 12 to 18 months of the acquisition date.

    3.0 CONFERENCE CALL AND ADDITIONAL INFORMATION

    Mattr will be hosting a Shareholder and Analyst Conference Call and Webcast on Thursday, May 15th, 2025 at 9:00 AM ET, which will discuss the Company’s First Quarter 2025 Financial Results. To participate via telephone, please register at https://register-conf.media-server.com/register/BI28b49f607d3649d1b1fc5343ae8247b0 and a telephone number and pin will be provided.

    Alternatively, please go to the following website address to participate via webcast: https://edge.media-server.com/mmc/p/gd2jsma9. The webcast recording will be available within 24 hours of the live presentation and will be accessible for 90 days.

    About Mattr

    Mattr is a growth-oriented, global materials technology company broadly serving critical infrastructure markets, including transportation, communication, water management, energy and electrification. The Company operates through a network of fixed manufacturing facilities. Its two business segments, Composite Technologies and Connection Technologies, enable responsible renewal and enhancement of critical infrastructure.

    For further information, please contact:

    Meghan MacEachern
    VP, Investor Relations & External Communications
    Tel: 437-341-1848
    Email: meghan.maceachern@mattr.com
    Website: www.mattr.com

    Source: Mattr Corp.
    Mattr.ER

    4.0 FORWARD-LOOKING INFORMATION

    This news release includes certain statements that reflect management’s expectations and objectives for the Company’s future performance, opportunities and growth, which statements constitute “forward-looking information” and “forward-looking statements” (collectively “forward-looking information”) under applicable securities laws. Such statements, other than statements of historical fact, are predictive in nature or depend on future events or conditions. Forward-looking information involves estimates, assumptions, judgements and uncertainties. These statements may be identified by the use of forward-looking terminology such as “may”, “will”, “should”, “anticipate”, “expect”, “believe”, “predict”, “estimate”, “continue”, “intend”, “plan” and variations of these words or other similar expressions.

    Specifically, this news release includes forward-looking in-formation in the Outlook Section and elsewhere in respect of, among other things: the ability of the Company to deliver higher returns to all shareholders; the Company’s ability to deliver customer and shareholder value expansion; the expected timing for the closing of the sale of Thermotite; the gross sale proceeds of the sale of Thermotite; the anticipated timing for the final working capital adjustment for the AmerCable acquisition; the expected timing of the relocation of the Shawflex manufacturing site; the expected amount of MEO costs to be incurred in the second quarter of 2025; the expected completion of the MEO expense recognition program; the return to more normalized operations in the remainder of 2025; the decline in consolidated revenue and Adjusted EBITDA in the second quarter of 2025; the anticipated customer purchasing decisions in the second quarter of 2025 and beyond; the impact of tariffs implemented by the U.S. administration, including on the demand for the Company’s products in the second quarter of 2025 and beyond; increased sales from Xerxes fuel and water products in the second quarter of 2025; sales of Flexpipe products in the second quarter of 2025; the volume of sales of Shawflex, AmerCable and DSG-Canusa products in the second quarter of 2025; the impact of new DSG-Canusa product introduction; the impact of lower activity of automotive customers; the level of efficiency in the Company’s recently established production facilities, including the Xerxes South Carolina facility, the Flexpipe Texas facility, and the DSG-Canusa Ohio facility; the Company’s approach to capital allocation and expected capital deployment, including debt repayment and activity under the Company’s normal course issuer bid (“NCIB”).

    Forward-looking information involves known and unknown risks and uncertainties that could cause actual results to differ materially from those predicted by the forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information as a number of factors could cause actual events, results and prospects to differ materially from those expressed in or implied by the forward-looking information. Significant risks facing the Company include but are not limited to the risks and uncertainties described in the Company’s Management’s Discussion and Analysis under “Risks and Uncertainties” and in the Company’s Annual Information Form (“AIF”) under “Risk Factors”.

    These statements of forward-looking information are based on assumptions, estimates and analysis made by management in light of its experience and perception of trends, current conditions and expected developments as well as other factors believed to be reasonable and relevant in the circumstances. These assumptions include those in respect of: the scale and duration of North American trade tariffs; expectations for demand for the Company’s products; sales trends for the Company’s products; North American onshore oilfield customer spending; the Company’s ability to increase efficiency in its newly established manufacturing facilities; the effectiveness of modernization, expansion and optimization efforts; the Company’s cash flow generation and growth outlook; activity levels across the Company’s business segments; the Company’s ability to manage supply chain disruptions and other business impacts caused by, among other things, current or future geopolitical events, conflicts, or disruptions, such as the conflict in Ukraine and related sanctions on Russia; the impact of the Russia and Ukraine conflict on the Company’s demand for products and the strength of its and its customers supply chains; the current Israel-Palestine conflict; the impact of changing interest rates and levels of inflation; regular, seasonal impacts on the Company’s businesses, including in the fiberglass reinforced plastic (“FRP”) tanks business and composite pipe business; expectations regarding the Company’s ability to attract new customers and develop and maintain relationships with existing customers; the continued availability of funding required to meet the Company’s anticipated operating and capital expenditure requirements over time; consistent competitive intensity in the business in which the Company operates; no significant or unexpected legal or regulatory developments, other shifts in economic conditions, or macro changes in the competitive environment affecting the Company’s business activities; key interest rates remaining relatively stable through the remainder of 2025; the accuracy of the forecast data from the Company’s North American convenience store customers; the accuracy of market indicators in determining industry health for AmerCable’s products, such as commodity prices, housing starts, and GDP; the impact of federal stimulus packages in the Connection Technologies reporting segment; heightened demand for electric and hybrid vehicles and for electronic content within those vehicles particularly in the Asia Pacific, Europe and Africa regions; heightened infrastructure spending in Canada, including in respect of commercial and municipal water projects, nuclear plant refurbishment and upgraded communication and transportation networks, communication networks and nuclear refurbishments; sustained health of oil and gas producers; the continued global need to renew and expand critical infrastructure, including energy generation and distribution, electrification, transportation network enhancement and storm management; the Company’s ability to execute projects under contract; the Company’s continuing ability to provide new and enhanced product offerings to its customers; that the Company will identify and successfully execute on opportunities for acquisitions or investments; the higher level of investment in working capital by the Company; the easing of supply chain shortages and the continued supply of and stable pricing or the ability to pass on higher prices to the Company’s customers for commodities used by the Company; the availability of personnel resources sufficient for the Company to operate its businesses; the maintenance of operations by the Company in major oil and gas producing regions; the adequacy of the Company’s existing accruals in respect of environmental compliance and in respect of litigation and tax matters and other claims generally; the impact of adoption of artificial intelligence and other machine learning on competition in the industries which the Company operates; the Company’s ability to meet its financial objectives; the ability of the Company to satisfy all covenants under its Credit Facility (as defined herein) and other debt obligations and having sufficient liquidity to fund its obligations and planned initiatives; and the availability, commercial viability and scalability of the Company’s greenhouse gas emission reduction strategies and related technology and products, and the anticipated costs and impacts on the Company’s operations and financial results of adopting these technologies or strategies. The Company believes that the expectations reflected in the forward-looking information are based on reasonable assumptions in light of currently available information. However, should one or more risks materialize, or should any assumptions prove incorrect, then actual results could vary materially from those expressed or implied in the forward-looking information included in this news release and the Company can give no assurance that such expectations will be achieved.

    When considering the forward-looking information in making decisions with respect to the Company, readers should carefully consider the foregoing factors and other uncertainties and potential events. The Company does not assume the obligation to revise or update forward-looking information after the date of this news release or to revise it to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.

    To the extent any forward-looking information in this news release constitutes future oriented financial information or financial outlooks, within the meaning of securities laws, such information is being provided to demonstrate the potential of the Company and readers are cautioned that this information may not be appropriate for any other purpose. Future oriented financial information and financial outlooks, as with forward-looking information generally, are based on the assumptions and subject to the risks noted above.

    5.0 RECONCILIATION OF NON-GAAP MEASURES

    The Company reports on certain non-GAAP and other financial measures that are used to evaluate its performance and segments, as well as to determine compliance with debt covenants and to manage its capital structure. These non-GAAP and other financial measures do not have standardized meanings under IFRS and are not necessarily comparable to similar measures provided by other companies. The Company discloses these measures because it believes that they provide further information and assist readers in understanding the results of the Company’s operations and financial position. These measures should not be considered in isolation or used in substitution for other measures of performance prepared in accordance with GAAP. The following is a reconciliation of the non-GAAP measures reported by the Company.  

    EBITDA and Adjusted EBITDA

    EBITDA is a non-GAAP measure defined as earnings before interest, income taxes, depreciation and amortization. Adjusted EBITDA is also a non-GAAP measure defined as EBITDA adjusted for items which do not impact day to day operations. Adjusted EBITDA is calculated by adding back to EBITDA the sum of impairments, costs associated with refinancing of long-term debt and credit facilities, gain on sale of land and other, gain on sale of investment in associates, gain on sale of operating unit, acquisition costs, restructuring costs, share-based incentive compensation cost, foreign exchange (gain) loss and other, net, hyperinflationary adjustments and the impact of transactions that are outside the Company’s normal course of business or day to day operations. The Company believes that EBITDA and Adjusted EBITDA are useful supplemental measures that provide a meaningful indication of the Company’s results from principal business activities prior to the consideration of how these activities are financed or the tax impacts in various jurisdictions and for comparing its operating performance with the performance of other companies that have different financing, capital or tax structures. The Company presents Adjusted EBITDA as a measure of EBITDA that excludes the effect of transactions that fall outside the Company’s ordinary course of business or routine operations. Adjusted EBITDA is used by many analysts as one of several important analytical tools to evaluate financial performance and is a key metric in business valuations. It is also considered important by lenders to the Company and is included in the financial covenants of the Credit Facility.

        Three Months Ended  
          March 31,     March 31,  
      (in thousands of Canadian dollars)   2025     2024  
                   
      Net Income (Loss) from Continuing Operations $ 48,069   $ (2,145 )
                   
      Add:            
      Income tax expense   (38,858 )   3,948  
      Finance costs, net   9,230     2,226  
      Amortization of property, plant and equipment, intangible assets and ROU assets   16,883     8,568  
      EBITDA from Continuing Operations   35,324     12,597  
                   
      Share-based incentive compensation (recovery) cost   (2,192 )   7,632  
      Foreign exchange loss   3,907     2,397  
      Restructuring costs and other, net       3,201  
      Cost associated with acquisition (a)   5,320      
      Non-cash impact from inventory fair value adjustment (b)   4,195      
      Adjusted EBITDA from Continuing Operations $ 46,554   $ 25,827  
    a) Costs associated with the acquisition of AmerCable Incorporated.    
    b) Cost of goods sold impact from purchase price allocation accounting adjustment on acquired inventory from AmerCable acquisition.   
    Connection Technologies Segment      
           
        Three Months Ended
          March 31,     March 31,  
      (in thousands of Canadian dollars)   2025     2024  
                   
      Operating Income $ 18,041   $ 14,543  
                   
      Add:            
      Amortization of property, plant and equipment, intangible assets and ROU assets   7,619     1,722  
      EBITDA   25,660     16,265  
                   
      Share-based incentive compensation (recovery) cost   (368 )   1,319  
      Restructuring costs and other, net       33  
      Cost associated with acquisition (a)   974      
      Non-cash impact from inventory fair value adjustment (b)   4,195      
      Adjusted EBITDA $ 30,461   $ 17,617  
    a) Costs associated with the acquisition of AmerCable Incorporated.    
    b) Cost of goods sold impact from purchase price allocation accounting adjustment on acquired inventory from AmerCable acquisition. 
    Composite Technologies Segment      
             
        Three Months Ended
          March 31,     March 31,  
      (in thousands of Canadian dollars)   2025     2024  
                   
      Operating Income $ 12,807   $ 4,017  
                   
      Add:            
      Amortization of property, plant and equipment, intangible assets and ROU assets   8,667     6,371  
      EBITDA   21,474     10,388  
                   
      Share-based incentive compensation (recovery) cost   (436 )   1,452  
      Restructuring costs and other, net       3,168  
      Adjusted EBITDA $ 21,038   $ 15,008  
    Financial and Corporate      
           
        Three Months Ended  
          March 31,     March 31,  
      (in thousands of Canadian dollars)   2025     2024  
                   
      Operating Loss $ (12,407 ) $ (14,531 )
                   
      Add:            
      Cost associated with repayment and modification of long-term debt        
      Amortization of property, plant and equipment, intangible assets and ROU assets   597     475  
      EBITDA   (11,810 )   (14,056 )
                   
      Share-based incentive compensation (recovery) cost   (1,388 )   4,861  
      Foreign exchange loss   3,907     2,397  
      Cost associated with acquisition (a)   4,346      
      Adjusted EBITDA $ (4,945 ) $ (6,798 )
    a) Costs associated with the acquisition of AmerCable Incorporated.    
    Discontinued Operations      
             
        Three Months Ended  
          March 31,     March 31,  
      (in thousands of Canadian dollars)   2025     2024  
                   
      Net Income (Loss) from Discontinued Operations $ 4,657   $ (3,494 )
                   
      Add:            
      Income tax (recovery) expense   2,998     1,869  
      Finance costs, net recovery   (162 )   (84 )
      Amortization of property, plant and equipment, intangible assets and ROU assets       428  
      EBITDA from Discontinued Operations   7,493     (1,281 )
                   
      Foreign exchange (gain) loss   (16 )   118  
      Loss on sale of operating unit and subsidiary       5,405  
      Adjusted EBITDA from Discontinued Operations $ 7,477   $ 4,242  
    Total Consolidated Mattr (Continuing and Discontinued Operations)    
             
        Three Months Ended  
          March 31,     March 31,  
      (in thousands of Canadian dollars)   2025     2024  
                   
      Net Income (Loss) $ 52,726   $ (5,639 )
                   
      Add:            
      Income tax expense   (35,860 )   5,817  
      Finance costs, net   9,068     2,142  
      Amortization of property, plant and equipment, intangible assets and ROU assets   16,883     8,996  
      EBITDA   42,817     11,316  
                   
      Share-based incentive compensation (recovery) cost   (2,192 )   7,632  
      Foreign exchange loss   3,891     2,515  
      Loss on sale of operating unit and subsidiary       5,405  
      Restructuring costs and other, net       3,201  
      Cost associated with acquisition (a)   5,320      
      Non-cash impact from inventory fair value adjustment (b)   4,195      
      Adjusted EBITDA $ 54,031   $ 30,069  
    a) Costs associated with the acquisition of AmerCable Incorporated.    
    b) Cost of goods sold impact from purchase price allocation accounting adjustment on acquired inventory from AmerCable acquisition.    
           

    Adjusted EBITDA Margin

    Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue and is a non-GAAP measure. The Company believes that Adjusted EBITDA margin is a useful supplemental measure that provides meaningful assessment of the business results of the Company and its Operating Segments from principal business activities excluding the impact of transactions that are outside of the Company’s normal course of business.

    See reconciliation above for the changes in composition of Adjusted EBITDA, as a result of which the table below reflects restated figures for the prior year quarter to align with the updated composition.

    Operating margin is defined as operating (loss) income divided by revenue and is a non-GAAP measure. The Company believes that operating margin is a useful supplemental measure that provides meaningful assessment of the business performance of the Company and its Operating Segments. The Company uses this measure as a key indicator of financial performance, operating efficiency and cost control based on volume of business generated.

    Adjusted Net Income (attributable to shareholders)

    Adjusted Net Income (attributable to shareholders) is a non-GAAP measure defined as Net Income (attributable to shareholders) adjusted for items which do not impact day to day operations. Adjusted Net Income (attributable to shareholders) is calculated by adding back to Net Income (attributable to shareholders)  the after tax impact of the sum of impairments, costs associated with refinancing of long-term debt and credit facilities, gain on sale of land and other, gain on sale of investment in associates, gain on sale of operating unit, acquisition costs, restructuring costs, share-based incentive compensation cost, foreign exchange (gain) loss and other, net and hyperinflationary adjustments. The Company believes that Adjusted Net Income (attributable to shareholders) is a useful supplemental measure that provides a meaningful indication of the Company’s results from principal business activities for comparing its operating performance with the performance of other companies that have different financing, capital or tax structures.

    Adjusted Earnings Per Share (“Adjusted EPS”)

    Adjusted EPS (basic) is a non-GAAP measure defined as Adjusted Net Income (attributable to shareholders) divided by the number of common shares outstanding. Adjusted EPS (diluted) is a non-GAAP measure defined as Adjusted Net Income (attributable to shareholders) divided by the number of common shares outstanding, further adjusted for potential dilutive impacts of outstanding securities which are convertible to common shares. The Company presents Adjusted EPS as a measure of Earning Per Share that excludes the impact of transactions that are outside the Company’s normal course of business or day to day operations. Adjusted EPS indicates the amount of Adjusted Net Income the Company makes for each share of its stock and is used by many analysts as one of several important analytical tools to evaluate financial performance and is a key metric in business valuations.

    Total Consolidated Mattr Adjusted EPS (Continuing and Discontinued Operations)      
                 
        Three Months Ended
     
        March 31, March 31,  
      (in thousands of Canadian dollars except for per share amounts) 2025 2024  
              Earnings Per Share       Earnings Per Share  
                                 
              Basic Diluted         Basic   Diluted  
      Total Consolidated Mattr Net Income (Loss)(a)  $ 52,726   0.84 0.84   $ (5,842 ) (0.09 ) (0.09 )
                                 
      Adjustments (before tax):                          
      Share-based incentive compensation (recovery) cost   (2,192 )         7,632          
      Foreign exchange loss   3,891           2,515          
      Loss on sale of operating unit and subsidiary             5,405          
      Restructuring costs and other, net             3,201          
      Cost associated with acquisition (b)   5,320                    
      Non-cash impact from inventory fair value adjustment (c)   4,195                    
      Tax effect of above adjustments   (1,499 )         (2,066 )        
      Tax impact of the AmerCable acquisition   (40,819 )                  
      Total Consolidated Mattr Adjusted Net Income (non-GAAP) (a)  $ 21,622   0.34 0.34   $ 10,845   0.16   0.16  
    (a) Attributable to Shareholders of the Company.
    (b) One-time costs associated with the acquisition of AmerCable Incorporated.
    (c) One-time cost of goods sold impact from purchase price allocation accounting adjustment on acquired inventory from AmerCable acquisition.
       

    Total Net debt-to-Adjusted EBITDA

    Total Net debt-to-Adjusted EBITDA is a non-GAAP measure defined as the sum of long-term debt, current lease liabilities and long-term lease liabilities, less cash and cash equivalents (including restricted cash), divided by the Consolidated (Continuing and Discontinued Operations) Adjusted EBITDA, as defined above, for the trailing twelve-month period. The Company believes Total Net debt-to-Adjusted EBITDA is a useful supplementary measure to assess the borrowing capacity of the Company. Total Net debt-to-Adjusted EBITDA is used by many analysts as one of several important analytical tools to evaluate how long a company would need to operate at its current level to pay of all its debt. It is also considered important by credit rating agencies to determine the probability of a company defaulting on its debt.

    See discussion above for the changes into the composition of Adjusted EBITDA. The table below reflects restated figures for the prior year quarters to align with current presentation.

          March 31,   December 31  
      (in thousands of Canadian dollars except Net debt-to-EBITDA ratio)   2025     2024  
               
      Long-term debt $ 449,633   $ 471,238  
      Lease Liabilities   165,869     163,127  
      Cash and cash equivalents (and restricted cash)   (52,716 )   (502,490 )
      Total Net Debt   562,786     131,875  
               
      Q1 2024 Adjusted EBITDA       30,069  
      Q2 2024 Adjusted EBITDA   42,824     42,824  
      Q3 2024 Adjusted EBITDA   36,743     36,743  
      Q4 2024 Adjusted EBITDA   21,060     21,060  
      Q1 2025 Adjusted EBITDA   54,031      
      Trailing twelve-month Adjusted EBITDA $ 154,658   $ 130,696  
      Total Net debt-to-Adjusted EBITDA   3.64     1.01  


    Total Interest Coverage Ratio

    Total Interest Coverage Ratio is a non-GAAP measure defined as Consolidated Adjusted EBITDA (Continuing and Discontinued Operations), as defined above, for the trailing twelve-month period, divided by finance costs, net, for the trailing twelve-month period. The Company believes Total Interest Coverage Ratio is a useful supplementary measure to assess the Company’s ability to honor its debt payments. Total Interest Coverage Ratio is used by many analysts as one of several important analytical tools to judge a company’s ability to pay interest on its outstanding debt. It is also considered important by credit rating agencies to determine a company’s riskiness relative to its current debt or for future borrowing.

          March 31,   December 31  
      (in thousands of Canadian dollars except Net debt-to-EBITDA ratio)   2025     2024  
                   
      Q1 2024 Adjusted EBITDA $   $ 30,069  
      Q2 2024 Adjusted EBITDA   42,824     42,824  
      Q3 2024 Adjusted EBITDA   36,743     36,743  
      Q4 2024 Adjusted EBITDA   21,060     21,060  
      Q1 2025 Adjusted EBITDA   54,031      
      Trailing twelve-month Adjusted EBITDA $ 154,658   $ 130,696  
                   
      Q1 2024 Finance cost, net       2,142  
      Q2 2024 Finance cost, net   4,341     4,341  
      Q3 2024 Finance cost, net   4,804     4,804  
      Q4 2024 Finance cost, net   5,846     5,846  
      Q1 2025 Finance cost, net   9,068      
      Trailing twelve-month finance cost, net $ 24,059   $ 17,133  
      Total Interest Coverage Ratio   6.43     7.63  


    Modernization, Expansion and Optimization (“MEO”) Costs

    MEO costs is a supplementary financial measure. MEO costs not eligible for capitalization are reported as selling, general and administrative expenses or as cost of goods sold and incurred in support of the Company’s certain specific, planned capital investments into high-return growth and efficiency improvement opportunities. These include the following:

    • The replacement of the Company’s Rexdale facility in Toronto, Ontario and the expansion of its Connection Technologies segment’s North American manufacturing footprint through:
      • a new heat-shrink tubing production site in Fairfield, Ohio; and
      • a new wire and cable production site in Vaughan, Ontario.
    • The addition of two new manufacturing facilities and the elimination of aging manufacturing facilities within the Composite Technologies network, namely:
      • the shut-down and exit of aging production capabilities in the Xerxes FRP tank production site footprint;
      • a new Xerxes FRP tank production site in Blythewood, South Carolina;
      • a new Flexpipe composite pipe production site in Rockwall, Texas along with the co-located Hydrochain™ stormwater infiltration chamber production line.

    The Company considers these costs incremental to its normal operating base and would not have been incurred if these projects were not ongoing.

    6.0 ADDITIONAL INFORMATION

    Additional information relating to the Company, including its AIF, is available on SEDAR+ at www. sedarplus.com and on the “Investors Centre” page of the Company’s website at: https://investors.Mattr.com/Investor-Center/default.aspx.

    Dated: May 14, 2025

    The MIL Network

  • MIL-OSI USA: Pressley, Booker, Warren Unveil Bill to Suspend Garnishments for Student Loan Borrowers

    Source: United States House of Representatives – Congresswoman Ayanna Pressley (MA-07)

    Bill Comes as Trump Admin. Set to Seize Hard-Earned Wages, Tax Refunds, and Social Security Checks for Struggling Borrowers

    The Ending Administrative Wage Garnishment Act of 2025 will also reform administration of the administrative wage garnishment program

    Bill Text (PDF)

    WASHINGTON – Today, Congresswoman Ayanna Pressley (MA-07), along with Senators Cory Booker (D-NJ) and Elizabeth Warren (D-MA), reintroduced the Ending Administrative Wage Garnishment Act of 2025, legislation that would provide borrower relief and support by suspending garnishment as a tool for student debt collection by the federal government.

    On April 22, 2025, the Department of Education announced that, starting May 5th, it will resume collections on defaulted federal student loans, including wage garnishments, tax refund interceptions, and seizure of Social Security benefits. For the nearly 5.5 million people currently in default—and soon for the projected 8 million additional people in delinquency—this means that they will face the government’s harsh collection tactics for the first time in over five years. This shift coincides with mass firings at the Department of Education and limited access to income-driven repayment plans, leaving students without critical support to navigate the repayment process.  

    “No one should have their hard-earned wages, tax refunds, and Social Security checks seized by Donald Trump—and our bill would ensure they do not,” said Representative Pressley. “The Trump Administration should not be in the business of picking the pockets of our most vulnerable borrowers, gutting the Department of Education or exacerbating the student debt crisis. I am proud to partner with Senators Booker and Warren to push back against this Administration’s shameful garnishment tactics and stand up for our student borrowers.”

    “Wage garnishment allows the government to instruct employers to withhold up to 15 percent of an individual’s hard-earned wages, as well as intercept tax refunds, and seize Social Security benefits in order to collect student loan debt,” said Senator Booker. “If resumed, this harmful practice will hurt millions of Americans already struggling to make ends meet while paying off their student loans. This legislation will put an end to the Trump’s administration’s attempt to punish vulnerable student loan borrowers.”

    “It’s cruel for the Trump administration to restart collections while it crashes the economy and fires employees that help people navigate the loan repayment system,” said Senator Warren. “Our commonsense bill stops the administration from going after working people and improperly taking a chunk of borrowers’ paychecks.”

    “Amidst unprecedented economic uncertainty and as millions of working families are struggling with the rising costs of everyday essentials, the Trump Administration’s calloused decision to unleash abusive and uncontrollable collection tools that have the power to take borrower’s hard earned wages without safeguards. Instead of helping the 5 million borrowers that have fallen into default and the millions more that are behind and now at risk of default later this year, this Administration appears set on inflicting massive economic harm on millions of Americans—a decision that will further drag down an already struggling economy,” said SBPC Policy Director Aissa Canchola Banez. “We applaud Senator Booker and Congresswoman Pressley for introducing the Ending Administrative Garnishment Act which will rein in the Secretary of Education’s authority to subject borrowers to administrative wage garnishment and ensure that critical safeguards are in place.”

    The Ending Administrative Wage Garnishment Act of 2025:

    • Suspends the Secretary of Education’s authority to garnish wages, tax refunds, Social Security checks, or other earned benefits
    • Mandates the Department of Education to:
      • Promptly refund improperly garnished wages within one week.
      • Establish the ability to independently suspend or terminate garnishment operations upon identifying errors.
      • Ensure employers verify garnishment information quarterly.
    • Prohibits garnishment on loans that have been outstanding for more than 10 years.
    • Establishes a private right of action allowing borrowers to sue employers who improperly garnish wages after a garnishment order is suspended.
    • Requires the Department to pay double damages to borrowers whose wages are improperly garnished.

    To read the full text of the bill, click here.

    Rep. Pressley has been a leading voice in Congress urging President Biden to cancel student debt. Following years of advocacy by Rep. Pressley—in partnership with colleagues, borrowers, and advocates—the Biden-Harris Administration announced a historic plan to cancel student debt that stands to benefit over 40 million people. She has consistently helped borrowers access student debt cancellation resources, including PSLF, and she was proud to welcome a union educator and PSLF recipient as her guest to President Biden’s State of the Union Address in March.

    • On October 18, 2024, Rep. Pressley applauded the Biden-Harris Administration’s approval of approximately $4.5 billion in additional student debt cancellation for approximately 60,000 workers nationwide who work in public service.
    • On October 2, 2024, Rep. Pressley joined borrowers and advocates to unveil new state-by-state data quantifying the harm that Project 2025 would have on millions of public service workers nationwide.
    • On September 10, 2024, Rep. Pressley joined Senator Warren and Rep. Jim Clyburn in urging the U.S. Department of Education to consider terminating its contract with student loan servicer MOHELA.
    • On August 29, Rep. Pressley issued a statement following the Supreme Court’s refusal to reinstate President Biden’s Saving on a Valuable Education (SAVE) student debt relief program.
    • On August 9, 2024, Rep. Pressley joined Senator Warren, Representative Dean, and their colleagues urging student loan servicer Navient to reform its flawed process to cancel the private student loans of borrowers who attended fraudulent, for-profit colleges.
    • On June 25, 2024, Rep. Pressley issued a statement on federal judges in Missouri and Kansas siding with Republican states to block portions of President Biden’s Saving on a Valuable Education (SAVE) student debt relief program. 
    • On June 25, 2024, Rep. Pressley colleagues, borrowers, and advocates urged the Biden Administration to terminate the contract of federal student loan servicer MOHELA. Their calls follow MOHELA’s repeated failure to perform basic loan servicing functions and ongoing harm caused by MOHELA to student loan borrowers.
    • On May 20, 2024, Rep. Pressley, along with Reps. Omar, Clyburn and Wilson, led their colleagues in urging the U.S. Department of Education to ensure its proposed student debt relief rule is implemented in the most effective and efficient manner possible for millions of borrowers.
    • On May 1, 2024, Rep. Pressley issued a statement applauding the Biden Administration’s approval of student loan discharge for 317,000 borrowers who attended The Art Institutes, including over 3,500 borrowers in Massachusetts.
    • On April 14, 2024, Rep. Pressley applauded President Biden’s approval of an additional $7.4 billion in student debt cancellation for 277,000 borrowers.
    • On April 8, 2024, Rep. Pressley hailed President Biden’s announcement of new plans to provide student debt relief for tens of millions of borrowers across the country.
    • On March 21, 2024, Rep. Pressley applauded the Biden-Harris Administration’s approval of $5.8 billion in additional student loan debt cancellation for 77,700 public service workers.
    • On March 20, 2024, Rep. Pressley and Senator Elizabeth Warren led their colleagues in calling on federal agencies to end the practice of offsetting Social Security benefits to pay off defaulted student loans.
    • On March 7, 2024, Rep. Pressley welcomed Priscilla Higuera Valentine, a first generation American, a proud union educator with Boston Public Schools and the Boston Teachers Union, and the daughter of a Colombian immigrant, who has received over $117,000 in student debt relief under the Biden-Harris Administration’s improved Public Service Loan Forgiveness (PSLF) Program, as her guest to President Biden’s State of the Union Address.
    • On February 23, 2024, Rep. Pressley applauded the Biden-Harris Administration’s approval of $1.2 billion in student debt cancellation for nearly 153,000 borrowers nationwide, including $19.5 million in cancellation for 2,490 Massachusetts borrowers.
    • On January 26, 2024, Rep. Pressley and Senator Elizabeth Warren (D-MA) led their colleagues in calling on the Secretary of Education Miguel Cardona to host a fourth session of the student debt negotiated rulemaking to consider relief for borrowers experiencing financial hardship. She applauded ED’s announcement that it would heed their calls.
    • On December 11, 2023, Rep. Pressley testified at the U.S. Department of Education’s final hearing on student debt cancellation.
    • On December 11, 2023, Rep. Pressley and Senator Elizabeth Warren (D-MA), along with Senators Chuck Schumer (D-NY), Bernie Sanders (I-VT), Alex Padilla (D-CA), and Representatives Ilhan Omar (MN-05) and Frederica Wilson (FL-24), sent a letter to U.S. Secretary of Education Miguel Cardona, urging him to leverage his existing and full authority under the Higher Education Act to provide expanded student debt relief to working and middle-class borrowers. 
    • On November 30, 2023, Rep. Pressley emphasized the crucial role of the Consumer Financial Protection Bureau (CFPB) in protecting student loan borrowers from incompetent and predatory student loan servicers.
    • On November 6, 2023, Rep. Pressley joined Attorney General Andrea Campbell, Mayor Michelle Wu, and Senator Elizabeth Warren (D-MA) for a clinic to help federal student loan borrowers access a temporary opportunity to get closer to Public Service Loan Forgiveness (PSLF). 
    • On September 25, 2023, Rep. Pressley hosted a policy discussion with borrowers and advocates at which they renewed their urgent call for student debt cancellation with loan payments set to resume on October 1, 2023.
    • On August 23, 2023, Rep. Pressley, Sen. Warren, and their colleagues led over 80 lawmakers in a letter to President Joe Biden, urging him to swiftly deliver on his promise to deliver student debt cancellation to working and middle class families by early 2024. 
    • On August 22, 2023 Rep. Pressley applauded Governor Maura Healey’s plan to provide student debt relief for health care workers in Massachusetts. 
    • On June 30, 2023, Rep. Pressley responded to the President’s alternative proposal to deliver relief under the Higher Education Act and called for swift and efficient implementation.
    • On June 30, 2023, Rep. Pressley issued a statement slamming the Supreme Court’s decision to block President Biden’s student debt cancellation plan and calling on the President to use other tools available to swiftly cancel student debt.
    • On May 30, 2023, Rep. Pressley filed an amendment to H.R. 3746, legislation to raise the debt ceiling, to protect student loan borrowers and preserve the Biden Administration’s pause on federal student loan payments.
    • On May 24, 2023, Rep. Pressley issued a statement slamming Republicans’ harmful effort to overturn President Biden’s student debt relief, including his debt cancellation plan, the pause on student loan payments, and the expanded Public Service Loan Forgiveness (PSLF) program.
    • On May 24, 2023, Rep. Pressley delivered a powerful speech in support of President Biden’s plan to cancel student debt, which would benefit millions of people across the country.
    • On April 5, 2023, Rep. Pressley and Senator Elizabeth Warren wrote to the CEO of SoFi Technologies and SoFi Lending Corp calling on the company to answer for its lawsuits attempting to end the student loan payment pause and force borrowers back into repayment.
    • On March 7, 2023, Rep. Pressley, along with Sens. Warren, Schumer, Sanders, Padilla and Reps. Clyburn, Omar and Wilson led a letter to the Biden Administration expressing continued support for President Biden’s student debt relief plan.
    • On February 28, 2023, Rep. Pressley rallied with borrowers and advocates outside the Supreme Court to call on the Supreme Court to affirm the legality of President Biden’s student debt cancellation plan.
    • On November 22, 2022, Rep. Pressley issued a statement applauding the extension of the student loan payment pause.
    • On October 25, 2022, Rep. Pressley and Senator Warren toured communities across Massachusetts to celebrate the Biden administration’s student debt cancellation plan and help residents sign up for student loan relief.
    • On October 12, 2022, Rep. Pressley joined parent borrowers and advocates for a discussion on the impacts of student debt cancellation on parents and families.
    • On September 29, 2022, Rep. Pressley, along with Senate Majority Leader Schumer and Reps. Omar, Jones and advocates, held a press conference to call for swift and equitable implementation of President Biden’s student debt cancellation plan.
    • On September 21, 2022, Rep. Pressley delivered a powerful speech on the House floor in which she heralded President Biden’s action to cancel student debt for millions of families in the Massachusetts 7th and across the nation. Watch the full video here.
    • On September 12, 2022, Rep. Pressley and Senator Warren wrote to the nine federal student loan servicers to inquire about how they are providing borrowers with accurate and timely information about student loan cancellation.
    • On August 24, 2022, Congresswoman Pressley issued a statement applauding President Biden’s action to cancel student debt.
    • On August 10, 2022, Congresswoman Pressley and Senator Warren Massachusetts joined Massachusetts union leaders in Dorchester for a roundtable discussion on student debt cancellation.
    • On July 18, 2022, Congresswoman Pressley delivered remarks at the American Federation of Teachers (AFT) national convention and renewed her calls for President Biden to cancel student debt by executive action.
    • On July 8, 2022, Congresswoman Pressley with The Debt Collective hosted a virtual roundtable with student debt holders from all walks of life to highlight the intersectional burden the nearly $2 trillion student debt crisis has had on individuals and families. 
    • On June 22, 2022, Congresswoman Ayanna Pressley, with Senator Elizabeth Warren and Senate Majority Leader Chuck Schumer, joined AFL-CIO and union leaders for a roundtable discussion on the importance of student debt cancellation for American workers.
    • On May 20, 2022, Congresswoman Pressley applauded the Congressional Black Caucus’ (CBC) statement calling on President Biden to cancel student loan debt.
    • On May 4, 2022, Congresswoman Pressley visited Bunker Hill Community College to celebrate the $1 million in federal community project funding she secured and continued her calls for President Biden to cancel student debt.
    • On March 17, 2022, Congresswoman Pressley and Arisha Hatch, vice president and chief of campaigns at Color of Change, published an op-ed in Grio calling on President Biden to use his executive order authority to cancel up to $50,000 in student loan debt per borrower.
    • On December 8, 2021, Congresswoman Ayanna Pressley, Senator Elizabeth Warren, and Senate Majority Leader Chuck Schumer sent a bicameral letter to President Joe Biden releasing new data about the adverse impact of restarting student loan payments and calling on him to act to cancel up to $50,000 of student debt.
    • On December 2, 2021, Congresswoman Pressley delivered remarks on the House floor in which she reiterated her calls for President Biden to cancel $50,000 in federal student loan debt by executive action.
    • On October 8, 2021, Representatives Ayanna Pressley and Ilhan Omar and their House colleagues sent a letter to President Biden and Secretary of Education Miguel Cardona urging him to release the memo to determine the extent of the administration’s authority to broadly cancel student debt through administrative action.
    • On July 29, 2021, Congresswoman Pressley issued a statement reaffirming President Biden’s authority – and the urgency – to cancel student loan debt.
    • On June 23, 2021, Congresswoman Ayanna Pressley, Senator Elizabeth Warren, Senate Majority Leader Chuck Schumer, and Congressman Joe Courtney led their colleagues on a bicameral letter to President Biden calling on him to extend the pause on federal student loan payments.
    • On April 13, 2021, Congresswoman Pressley testified at a Senate Banking, Housing, and Urban Affairs Committee’s Subcommittee on Economic Policy hearing to examine the student loan debt crisis in our country.
    • On April 1, 2021, Congresswoman Pressley, along with Senator Elizabeth Warren and Massachusetts Attorney General Maura Healey, held a press conference calling on President Biden to tackle the student loan debt crisis.
    • On February 4, 2021, Congresswoman Pressley, along with several Democratic House and Senate leaders, led their colleagues in reintroducing a bicameral resolution outlining a bold plan for President Biden to tackle the student loan debt crisis. 
    • On December 17, 2020, Representatives Ayanna Pressley, Ilhan Omar, Maxine Waters, and Alma Adams introduced a resolution outlining a bold plan for President-elect Joe Biden to cancel up to $50,000 in Federal student loan debt for student loan borrowers.
    • On December 10, 2020, Congresswoman Pressley was in Yahoo Finance urging the Biden administration to cancel student debt, stressing the impact on Black borrowers.
    • On May 8, 2020, Representatives Ayanna Pressley, Alma Adams, and Ilhan Omar, led 28 of their colleagues and sent a letter to House Speaker Nancy Pelosi and House Minority Leader Kevin McCarthy calling for the universal, one-time, student debt cancellation of at least $30,000 per borrower in the next round of COVID-19 relief legislation.
    • On March 23, 2020, Representatives Ayanna Pressley and Ilhan Omar introduced the Student Debt Emergency Relief Act, legislation that provides immediate monthly payment relief for federal student loan borrowers.
    • On March 17, 2020, Congresswoman Ayanna Pressley and Senator Elizabeth Warren were on The Hill calling on congressional leadership to include student debt cancellation in the next coronavirus relief package.
    • On October 11, 2019, Congresswoman Pressley introduced legislation – the Ending Debt Collection Harassment Act – to protect consumers from abusive debt collection.
    • On July 17, 2019, Congresswomen Pressley introduced legislation – the Student Borrower Credit Improvement Act – to provide much needed support to private student loan borrowers with a pathway to financial stability by helping them improve their credit.

    ###

    MIL OSI USA News

  • MIL-OSI Economics: ACP Statement on House Ways and Means Committee Advancing Tax Bill

    Source: American Clean Power Association (ACP)

    Headline: ACP Statement on House Ways and Means Committee Advancing Tax Bill

    WASHINGTON D.C., May 14, 2025 — The American Clean Power Association (ACP) issued the following statement from ACP CEO Jason Grumet after the House Ways and Means Committee advanced the tax portion of the budget reconciliation bill:
    “When Congress plays Red Light / Green Light with domestic energy production, American companies lose billions of dollars, investment stalls, and our economy suffers.
    “The legislation advanced today out of House Ways and Means does not deliver an orderly phase-down of clean energy tax credits. It imposes a sudden policy shift that would raise energy costs, take paychecks away from tens of thousands of American workers, and harm the economies of small towns across the nation.
    “We embrace the Administration’s goal to spur job growth and innovation through lower taxes. The Ways and Means bill would significantly raise taxes on the fastest-growing energy sector, undercutting Congress’ and the Trump Administration’s economic goals.
    “America is in a race with China for digital dominance. We cannot win this race without the energy required to power AI data centers. Over 90% of the electricity added to the grid last year came from the clean sources threatened by this legislation. Now is not the time for disruptive policy that will reduce American energy production and threaten our security.
    “There is a sensible way to phase down clean energy incentives. We remain committed to working with lawmakers on a path that achieves their legitimate policy goals without harming American companies, consumers, and communities.”

    MIL OSI Economics

  • MIL-OSI: Red Cat Reports Financial Results for First Quarter 2025 and Provides Corporate Update

    Source: GlobeNewswire (MIL-OSI)

    SAN JUAN, Puerto Rico, May 14, 2025 (GLOBE NEWSWIRE) — Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat” or the “Company”), a drone technology company integrating robotic hardware and software for military, government, and commercial operations, reports its financial results for the first quarter ended March 31, 2025 and provides a corporate update.

    Recent Operational Highlights

    • Announced the expansion of our multi-domain Family of Systems with a new line of Unmanned Surface Vessels (USVs). This strategic move marks Red Cat’s official entry into the rapidly evolving maritime autonomy market and reinforces its position as a provider of comprehensive, interoperable unmanned systems for air, land, and sea operations.
    • Expanded our Red Cat Futures Industry Consortium to include Palantir and Palladyne to boost AI capabilities in contested environments, including visual navigation.
    • Introducing Black Widow™ and Edge 130 drones to the Latin American market at LAAD 2025 in Rio De Janeiro, Brazil in April 2025.
    • 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.
    • Introduced Black Widow™ to the Asia Pacific Market at the AISSE conference in Putrajaya, Malaysia in January 2025.
    • 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.
    • 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.

    First Quarter 2025 Financial Highlights

    • Quarterly Revenue of $1.7 million
    • Ended the quarter with cash and accounts receivable of $9.3 million
    • In addition, closed funding of $30.0 million subsequent to quarter end
    • Reiterate 2025 annual revenue guidance of $80 to $120 million for calendar year 2025, which consists of:
      • $25 to $65 million in SRR-related Black Widow sales
      • $25 million in Non-SRR Black Widow sales
      • $25 million in Edge 130 sales
      • $5m in Fang FPV sales

    “Red Cat’s momentum continues to build as we execute on our strategy to deliver advanced, AI-enabled unmanned systems across air, land, and sea,” said Jeff Thompson, Red Cat CEO. “Our partnership with Palantir to deploy Warp Speed is optimizing our manufacturing and cost efficiency, while our expansion into maritime autonomy with Unmanned Surface Vessels significantly expands our Family of Systems. A strong balance sheet bolstered by a recent $30 million capital raise positions us strongly to meet growing domestic and international demand in the second half of 2025.”

    “Our balance sheet remains strong as we transition to production and delivery of our new Black Widow drones,” said Chris Ericson, Red Cat CFO. “We have bolstered our quarter-end cash and receivables of $9 million with an additional $30 million from a capital raise executed soon after quarter-end. This liquidity has given us ample strength and ability to expand manufacturing to meet the impending demands of the U.S. Army’s SRR program and international opportunities for the second half of 2025.”

    Conference Call Today

    CEO Jeff Thompson and CFO Chris Ericson will host an earnings conference call at 4:30 p.m. ET on Wednesday, May 14, 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=OqffyYp4

    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 Family of Systems. This includes the 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
     
          March 31,     December 31,
          2025       2024  
    ASSETS            
                 
    Cash   $ 7,722,410     $ 9,154,297  
    Accounts receivable, net     1,554,295       489,316  
    Inventory, including deposits     17,107,860       13,592,900  
    Intangible assets including goodwill, net     25,718,450       26,124,133  
    Other     7,552,833       6,243,621  
                 
    TOTAL ASSETS   $ 59,655,848     $ 55,604,267  
                 
    LIABILITIES AND STOCKHOLDERS’ EQUITY            
                 
    Accounts payable and accrued expenses   $ 2,712,333     $ 3,289,634  
    Debt obligations     350,000       350,000  
    Customer deposits     220,517       227,484  
    Operating lease liabilities     2,329,194       1,617,596  
    Convertible notes payable     25,132,556        
    Total liabilities     30,744,600       5,484,714  
                 
    Stockholders’ capital     176,779,302       174,864,256  
    Accumulated deficit/comprehensive loss     (147,868,054 )     (124,744,703 )
    Total stockholders’ equity     28,911,248       50,119,553  
    TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   $ 59,655,848     $ 55,604,267  
                 
    Condensed Consolidated Statements of Operations
     
          Three months ended
    March 31,
          2025   2024
    Revenues     $ 1,629,662     $ 6,614,029  
                       
    Cost of goods sold       2,480,072       5,492,825  
                       
    Gross (loss) profit       (850,410 )     1,121,204  
                       
    Operating Expenses                  
    Research and development       3,432,593       2,669,502  
    Sales and marketing       3,314,748       1,410,506  
    General and administrative       4,880,448       3,084,495  
    Total operating expenses       11,627,789       7,164,503  
    Operating loss       (12,478,199 )     (6,043,299 )
                       
    Other expense (income)       10,645,152       (635,676 )
                       
    Net loss from continuing operations       (23,123,351 )     (5,407,623 )
                       
    Loss from discontinued operations             (1,373,457 )
    Net loss     $ (23,123,351 )   $ (6,781,080 )
                       
    Loss per share – basic and diluted     $ (0.27 )   $ (0.09 )
                       
    Weighted average shares outstanding – basic and diluted       85,505,520       74,204,622  
     
    Condensed Consolidated Statements of Cash Flows
         
          Three months ended March 31,  
          2025       2024  
    Cash Flows from Operating Activities                
    Net loss from continuing operations   $ (23,123,351 )   $ (5,407,623 )
    Non-cash expenses     12,886,204       1,129,679  
    Changes in operating assets and liabilities     (5,670,590 )     (97,316 )
    Net cash used in operating activities     (15,907,737 )     (4,375,260 )
                     
    Cash Flows from Investing Activities                
    Proceeds from divestiture of consumer segment           1,000,000  
    Purchases of property and equipment     (273,103 )     (75,991 )
    Net cash (used in) provided by investing activities     (273,103 )     924,009  
                     
    Cash Flows from Financing Activities                
    Proceeds from issuance of convertible notes payable, net     14,432,879        
    Proceeds from exercise of stock options     316,074        
    Payments of debt obligations, net           (147,147 )
    Net cash provided by (used in) financing activities     14,748,953       (147,147 )
                     
    Net cash used in discontinued operations           (194,969 )
                     
    Net decrease in Cash     (1,431,887 )     (3,793,367 )
    Cash, beginning of period     9,154,297       10,245,064  
    Cash, end of period    $ 7,722,410     $ 6,451,697  

    The MIL Network

  • MIL-OSI: Birchcliff Energy Ltd. Announces Strong Q1 2025 Results and Declares Q2 2025 Dividend

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, May 14, 2025 (GLOBE NEWSWIRE) — Birchcliff Energy Ltd. (“Birchcliff” or the “Corporation”) (TSX: BIR) is pleased to announce its Q1 2025 financial and operational results.

    Chris Carlsen, Birchcliff’s President and Chief Executive Officer, commented: “We are pleased to report strong operational and financial results for the first quarter of 2025, driven by our continued focus on operational excellence and our high-quality asset base. We successfully executed our Q1 capital program, drilling 14 wells and bringing 8 wells onstream, resulting in first quarter average production of 77,363 boe/d. We generated adjusted funds flow(1) of $124.4 million in Q1 2025 (an 88% increase from Q1 2024), driven by increased production and a stronger average realized natural gas sales price, which benefitted from our natural gas market diversification, with approximately 78% of our natural gas volumes realizing U.S. pricing at the Dawn and NYMEX HH markets. We achieved free funds flow(1) of $12.6 million in the first quarter, notwithstanding that approximately 40%(2) of our full-year capital budget was invested in Q1 2025 prior to spring break-up. With a substantial portion of our capital program behind us, we expect to generate significant free funds flow during the remainder of the year, which will be allocated primarily towards reducing our total debt(3) by approximately 28% from year end 2024(4) , after the payment of our base dividend. Our 2025 production guidance and capital program are unchanged and we remain focused on capital efficiency improvements, driving down our costs and strengthening our balance sheet.

    This year marks a significant milestone for Birchcliff as we celebrate our 20th anniversary. We extend our gratitude to our dedicated staff, our board of directors and our shareholders for their support over the years. Together, we look forward to a promising future, leveraging our strengths to navigate the evolving market, drive profitable growth and deliver long-term shareholder value.”

    Q1 2025 FINANCIAL AND OPERATIONAL HIGHLIGHTS

    • Delivered average production of 77,363 boe/d (82% natural gas, 10% NGLs, 6% condensate and 2% light oil), a 3% increase from Q1 2024.
    • Generated adjusted funds flow of $124.4 million, or $0.46 per basic common share(5), an 88% and 84% increase, respectively, from Q1 2024. Cash flow from operating activities was $126.1 million, a 93% increase from Q1 2024.
    • Reported net income to common shareholders of $65.7 million, or $0.24 per basic common share, as compared to a net loss to common shareholders of $15.0 million and $0.06 per basic common share in Q1 2024.
    • Birchcliff’s market diversification contributed to an effective average realized natural gas sales price(5) of $4.89/Mcf in Q1 2025, which represents a 142% premium to the average benchmark AECO 7A Monthly Index price in the quarter.
    • Achieved an operating netback(5) of $17.71/boe, a 38% increase from Q1 2024.
    • Birchcliff had a very active first quarter capital program, drilling 14 (14.0 net) wells and bringing 8 (8.0 net) wells on production, with F&D capital expenditures totalling $111.8 million in Q1 2025.

    Birchcliff’s unaudited interim condensed financial statements for the three months ended March 31, 2025 and related management’s discussion and analysis will be available on its website at www.birchcliffenergy.com and on SEDAR+ at www.sedarplus.ca. Birchcliff’s updated corporate presentation will be available on its website at www.birchcliffenergy.com on May 14, 2025.

    ______________________________

    (1)  Non-GAAP financial measure. See “Non-GAAP and Other Financial Measures”.

    (2)  Based on the mid-point of Birchcliff’s 2025 capital budget of $260 million to $300 million.

    (3)  Capital management measure. See “Non-GAAP and Other Financial Measures”.

    (4)  Based on the mid-point of Birchcliff’s total debt guidance range at year end 2025 of $365 million to $405 million and as compared to Birchcliff’s total debt at year end 2024 of $535.6 million.

    (5)  Non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.

    DECLARATION OF Q2 2025 QUARTERLY DIVIDEND

    • Birchcliff’s board of directors (the “Board”) has declared a quarterly cash dividend of $0.03 per common share for the quarter ending June 30, 2025.
    • The dividend will be payable on June 30, 2025 to shareholders of record at the close of business on June 13, 2025. The dividend has been designated as an eligible dividend for the purposes of the Income Tax Act (Canada).

    EXTENSION OF CREDIT FACILITIES

    • Subsequent to the end of Q1 2025, Birchcliff’s syndicate of lenders completed its regular semi-annual review of the borrowing base limit under the Corporation’s extendible revolving credit facilities (the “Credit Facilities”).
    • In connection therewith, the agreement governing the Credit Facilities was amended effective May 7, 2025 to extend the maturity dates of each of the syndicated extendible revolving term credit facility and the extendible revolving working capital facility from May 11, 2027 to May 11, 2028. In addition, the lenders confirmed the borrowing base limit at $850 million. The Credit Facilities do not contain any financial maintenance covenants.

    ANNUAL MEETING OF SHAREHOLDERS

    • Birchcliff’s annual meeting of shareholders is scheduled to take place tomorrow, Thursday, May 15, 2025, at 3:00 p.m. (Mountain Daylight Time) in the McMurray Room at the Calgary Petroleum Club, 319 – 5th Avenue S.W., Calgary, Alberta.

    This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. For further information regarding the forward-looking statements and forward-looking information contained herein, see “Advisories – Forward-Looking Statements”. With respect to the disclosure of Birchcliff’s production contained in this press release, production volumes have been disclosed on a “gross” basis, as such term is defined in National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). For further information regarding the disclosure of Birchcliff’s production contained herein, see “Advisories – Production”. In addition, this press release uses various “non-GAAP financial measures”, “non-GAAP ratios” and “capital management measures” as such terms are defined in National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure (“NI 52-112”). Non-GAAP financial measures and non-GAAP ratios are not standardized financial measures under GAAP and might not be comparable to similar financial measures disclosed by other issuers. For further information regarding the non-GAAP and other financial measures used in this press release, see “Non-GAAP and Other Financial Measures”.

    Q1 2025 UNAUDITED FINANCIAL AND OPERATIONAL SUMMARY

      Three months ended Three months ended
      March 31, 2025 March 31, 2024
    OPERATING    
    Average production    
    Light oil (bbls/d) 1,795   1,525  
    Condensate (bbls/d) 4,238   4,765  
    NGLs (bbls/d) 7,626   7,397  
    Natural gas (Mcf/d) 382,224   370,288  
    Total (boe/d) 77,363   75,402  
    Average realized sales prices (CDN$)    
    Light oil (per bbl) 95.27   95.24  
    Condensate (per bbl) 97.98   100.26  
    NGLs (per bbl) 27.95   27.59  
    Natural gas (per Mcf) 3.64   2.61  
    Total (per boe) 28.32   23.80  
    NETBACK AND COST ($/boe)    
    Petroleum and natural gas revenue 28.32   23.80  
    Royalty expense (2.16 ) (2.11 )
    Operating expense (3.04 )(1) (3.85 )
    Transportation and other expense(2) (5.41 ) (4.99 )
    Operating netback(2) 17.71   12.85  
    G&A expense, net (1.42 ) (1.28 )
    Interest expense (1.27 ) (1.13 )
    Lease interest expense (0.33 )(1)  
    Realized gain (loss) on financial instruments 3.18   (0.82 )
    Other cash income   0.01  
    Adjusted funds flow(2) 17.87   9.63  
    Depletion and depreciation expense (8.99 ) (8.56 )
    Unrealized gain (loss) on financial instruments 3.53   (3.28 )
    Other expenses(3) (0.48 ) (0.52 )
    Deferred income tax (expense) recovery (2.49 ) 0.54  
    Net income (loss) to common shareholders 9.44   (2.19 )
    FINANCIAL    
    Petroleum and natural gas revenue ($000s) 197,188   163,304  
    Cash flow from operating activities ($000s) 126,097   65,255  
    Adjusted funds flow ($000s)(4) 124,413   66,081  
    Per basic common share ($)(2) 0.46   0.25  
    Free funds flow ($000s)(4) 12,594   (36,692 )
    Per basic common share ($)(2) 0.05   (0.14 )
    Net income (loss) to common shareholders ($000s) 65,727   (15,035 )
    Per basic common share ($) 0.24   (0.06 )
    End of period basic common shares (000s) 272,071   268,578  
    Weighted average basic common shares (000s) 271,614   267,905  
    Dividends on common shares ($000s) 8,151   26,857  
    F&D capital expenditures ($000s)(5) 111,819   102,773  
    Total capital expenditures ($000s)(4) 112,473   103,484  
    Revolving term credit facilities ($000s) 518,581   428,566  
    Total debt ($000s)(6) 534,710   443,380  

    (1)  Effective July 1, 2024, Birchcliff assumed operatorship of a third-party natural gas processing facility that resulted in the take-or-pay commitment associated with the underlying processing arrangement (the “Gas Processing Lease”) being classified as a lease under IFRS Accounting Standards. Birchcliff’s operating expense and lease interest expense for the three months ended March 31, 2025 include the financial effects of the Gas Processing Lease.

    (2)  Non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.

    (3)  Includes non-cash items such as compensation, accretion, amortization of deferred financing fees and other gains and losses.

    (4)  Non-GAAP financial measure. See “Non-GAAP and Other Financial Measures”.

    (5)  See “Advisories – F&D Capital Expenditures”.

    (6)  Capital management measure. See “Non-GAAP and Other Financial Measures”.

    2025 GUIDANCE

    • Birchcliff is reaffirming its 2025 annual average production guidance of 76,000 to 79,000 boe/d and F&D capital expenditures guidance of $260 million to $300 million.
    • As a result of the continued volatility in commodity prices driven by the uncertainties surrounding tariffs, global trade tensions and OPEC+ production increases, Birchcliff has lowered its commodity price assumptions for the remainder of 2025 and revised its guidance for adjusted funds flow, free funds flow and total debt accordingly. In addition, the Corporation has lowered its royalty expense guidance for 2025, primarily due to lower oil prices forecasted for the remainder of the year.
    • Birchcliff expects to significantly strengthen its balance sheet in 2025, with free funds flow (after the payment of dividends) anticipated to be allocated primarily towards debt reduction. Based on its current commodity price assumptions, Birchcliff expects to exit 2025 with total debt of $365 million to $405 million, which represents a 28% reduction from its total debt at year end 2024 of $535.6 million.
    • The following tables set forth Birchcliff’s updated and previous guidance and commodity price assumptions for 2025, as well as its free funds flow sensitivity:
      Updated 2025 guidance and
    assumptions – May 14, 2025
    (1)
      Previous 2025 guidance and
    assumptions – March 12, 2025
    Production      
    Annual average production (boe/d) 76,000 – 79,000   76,000 – 79,000
    % Light oil 3%   3%
    % Condensate 6%   6%
    % NGLs 9%   9%
    % Natural gas 82%   82%
           
    Average Expenses ($/boe)      
    Royalty $1.90 – $2.10   $2.10 – $2.30
    Operating $2.90 – $3.10   $2.90 – $3.10
    Transportation and other(2) $5.55 – $5.75   $5.55 – $5.75
           
    Adjusted Funds Flow (millions)(3) $480   $580
           
    F&D Capital Expenditures (millions) $260 – $300   $260 – $300
           
    Free Funds Flow (millions)(3) $180 – $220   $280 – $320
           
    Total Debt at Year End (millions)(4) $365 – $405   $265 – $305
           
    Natural Gas Market Exposure      
    AECO exposure as a % of total natural gas production 23%   23%
    Dawn exposure as a % of total natural gas production 41%   41%
    NYMEX HH exposure as a % of total natural gas production 35%   35%
    Alliance exposure as a % of total natural gas production 1%   1%
           
    Commodity Prices      
    Average WTI price (US$/bbl) $61.75(5)   $67.00
    Average WTI-MSW differential (CDN$/bbl) $5.60(5)   $8.80
    Average AECO price (CDN$/GJ) $2.30(5)   $2.20
    Average Dawn price (US$/MMBtu) $3.65(5)   $4.20
    Average NYMEX HH price (US$/MMBtu) $3.95(5)   $4.50
    Exchange rate (CDN$ to US$1) 1.41(5)   1.44
    Forward eight months’ free funds flow sensitivity(5)(6) Estimated change to
    2025 free funds flow (millions)
    Change in WTI US$1.00/bbl $2.6
    Change in NYMEX HH US$0.10/MMBtu $4.5
    Change in Dawn US$0.10/MMBtu $5.5
    Change in AECO CDN$0.10/GJ $2.4
    Change in CDN/US exchange rate CDN$0.01 $3.5

    (1)  Birchcliff’s guidance for its production commodity mix, adjusted funds flow, free funds flow, total debt and natural gas market exposure in 2025 is based on an annual average production rate of 77,500 boe/d in 2025, which is the mid-point of Birchcliff’s annual average production guidance range for 2025. Changes in assumed commodity prices and variances in production forecasts can have an impact on the Corporation’s forecasts of adjusted funds flow and free funds flow and the Corporation’s other guidance, which impact could be material. In addition, any acquisitions or dispositions completed over the course of 2025 could have an impact on Birchcliff’s 2025 guidance and assumptions set forth herein, which impact could be material. For further information regarding the risks and assumptions relating to the Corporation’s guidance, see “Advisories – Forward-Looking Statements”.

    (2)  Non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.

    (3)  Non-GAAP financial measure. See “Non-GAAP and Other Financial Measures”.

    (4)  Capital management measure. See “Non-GAAP and Other Financial Measures”.

    (5)  Birchcliff’s updated commodity price and exchange rate assumptions and free funds flow sensitivity for 2025 are based on anticipated full-year averages using the Corporation’s anticipated forward benchmark commodity prices and the CDN/US exchange rate as of May 5, 2025, which include settled benchmark commodity prices and the CDN/US exchange rate for the period from January 1, 2025 to April 30, 2025.

    (6)  Illustrates the expected impact of changes in commodity prices and the CDN/US exchange rate on the Corporation’s updated forecast of free funds flow for 2025, holding all other variables constant. The sensitivity is based on the updated commodity price and exchange rate assumptions set forth in the table above. The calculated impact on free funds flow is only applicable within the limited range of change indicated. Calculations are performed independently and may not be indicative of actual results. Actual results may vary materially when multiple variables change at the same time and/or when the magnitude of the change increases.

    • The oil and natural gas industry in Canada, along with other industries, has faced considerable uncertainty in respect of the United States’ evolving trade policy. Although Birchcliff currently anticipates that U.S. tariffs will not have a material impact on its business, this considerable uncertainty makes it impossible to predict what, if any, impacts there might be on the Corporation’s business. Birchcliff will continue to monitor developments in U.S. trade policy, assess any potential impacts on the Corporation’s business and will update its guidance if, as and when appropriate.

    Q1 2025 FINANCIAL AND OPERATIONAL RESULTS

    Production

    • Birchcliff’s production averaged 77,363 boe/d in Q1 2025, a 3% increase from Q1 2024. The increase was primarily due to the strong performance of the Corporation’s capital program and the successful drilling of new Montney/Doig wells brought on production since Q1 2024, specifically high-rate natural gas wells in liquids-rich zones in Pouce Coupe and light oil and liquids-rich natural gas wells in Gordondale, partially offset by natural production declines.
    • Liquids accounted for 18% of Birchcliff’s total production in both Q1 2025 and Q1 2024.

    Adjusted Funds Flow and Cash Flow From Operating Activities

    • Birchcliff’s adjusted funds flow was $124.4 million in Q1 2025, or $0.46 per basic common share, an 88% and 84% increase, respectively, from Q1 2024.
    • Birchcliff’s cash flow from operating activities was $126.1 million in Q1 2025, a 93% increase from Q1 2024.
    • The increases were primarily due to higher natural gas revenue, which largely resulted from higher natural gas production in Q1 2025 and a 39% increase in the average realized natural gas sales price Birchcliff received for such production as compared to Q1 2024. Adjusted funds flow and cash flow from operating activities were also positively impacted by a realized gain on financial instruments of $22.2 million in Q1 2025 as compared to a realized loss on financial instruments of $5.6 million in Q1 2024.

    Net Income (Loss) to Common Shareholders

    • Birchcliff reported net income to common shareholders of $65.7 million in Q1 2025, or $0.24 per basic common share, as compared to a net loss to common shareholders of $15.0 million and $0.06 per basic common share in Q1 2024.
    • The change to a net income position was primarily due to higher adjusted funds flow and an unrealized gain on financial instruments of $24.6 million in Q1 2025 as compared to an unrealized loss on financial instruments of $22.5 million in Q1 2024, partially offset by a deferred income tax expense of $17.3 million in Q1 2025 as compared to a deferred income tax recovery of $3.7 million in Q1 2024.

    Capital Activities and Investment

    • Birchcliff had a very active first quarter capital program, drilling 14 (14.0 net) wells and bringing 8 (8.0 net) wells on production, with F&D capital expenditures totalling $111.8 million in Q1 2025.

    Debt and Credit Facilities

    • Total debt at March 31, 2025 was $534.7 million, a 21% increase from March 31, 2024.
    • At March 31, 2025, Birchcliff had a balance outstanding under its Credit Facilities of $522.3 million (March 31, 2024: $430.2 million) from available Credit Facilities of $850.0 million (March 31, 2024: $850.0 million), leaving the Corporation with $327.7 million (39%) of unutilized credit capacity after adjusting for outstanding letters of credit and unamortized deferred financing fees.

    Natural Gas Market Diversification

    • Birchcliff’s physical natural gas sales exposure primarily consists of the AECO, Dawn and Alliance markets. In addition, the Corporation has various financial instruments outstanding that provide it with exposure to NYMEX HH pricing.
    • The following table sets forth Birchcliff’s effective sales, production and average realized sales price for its natural gas and liquids for Q1 2025, after taking into account the Corporation’s financial instruments:
    Three months ended March 31, 2025
      Effective
    sales
    (CDN$000s)
    Percentage
    of total sales

    (%)
    Effective
    production
    (per day)
    Percentage of
    total natural gas
    production

    (%)
    Percentage of
    total corporate
    production

    (%)
    Effective average
    realized

    sales price
    (CDN$)
    Market            
    AECO(1)(2) 16,210 7 82,553 Mcf 22 18 2.18/Mcf
    Dawn(3) 82,094 34 162,982 Mcf 43 35 5.60/Mcf
    NYMEX HH(1)(4) 69,988 29 136,689 Mcf 35 29 5.69/Mcf
    Total natural gas(1) 168,292 70 382,224 Mcf 100 82 4.89/Mcf
    Light oil 15,391 6 1,795 bbls   2 95.27/bbl
    Condensate 37,371 16 4,238 bbls   6 97.98/bbl
    NGLs 19,183 8 7,626 bbls   10 27.95/bbl
    Total liquids 17,945 30 13,659 bbls   18 58.52/bbl
    Total corporate(1) 240,237 100 77,363 boe   100 34.50/boe

    (1)  Effective sales and effective average realized sales price on a total natural gas and total corporate basis and for the AECO and NYMEX HH markets are non-GAAP financial measures and non-GAAP ratios, respectively. See “Non-GAAP and Other Financial Measures”.

    (2)  Birchcliff has short-term physical sales agreements with third-party marketers to sell and deliver into the Alliance pipeline system. All of Birchcliff’s short-term physical Alliance sales and production during Q1 2025 received AECO premium pricing and have therefore been included as effective sales and production in the AECO market.

    (3)  Birchcliff has agreements for the firm service transportation of an aggregate of 175,000 GJ/d of natural gas on TransCanada PipeLines’ Canadian Mainline, whereby natural gas is transported to the Dawn trading hub in Southern Ontario.

    (4)  NYMEX HH effective sales and production include financial NYMEX HH/AECO 7A basis swap contracts for an aggregate of 147,500 MMBtu/d at an average contract price of NYMEX HH less US$1.088/MMBtu during Q1 2025.

    Birchcliff’s effective average realized sales price for NYMEX HH of CDN$5.69/Mcf (US$3.65/MMBtu) was determined on a gross basis before giving effect to the average NYMEX HH/AECO 7A fixed contract basis differential price of CDN$1.70/Mcf (US$1.088/MMBtu) and includes any realized gains and losses on financial NYMEX HH/AECO 7A basis swap contracts during Q1 2025.

    After giving effect to the NYMEX HH/AECO 7A fixed contract basis differential price and including any realized gains and losses on financial NYMEX HH/AECO 7A basis swap contracts during Q1 2025, Birchcliff’s effective average realized net sales price for NYMEX HH was CDN$3.99/Mcf (US$2.56/MMBtu) in Q1 2025.

    • The following table sets forth Birchcliff’s physical sales, production, average realized sales price, transportation costs and natural gas sales netback by natural gas market for the periods indicated, before taking into account the Corporation’s financial instruments:
    Three months ended March 31, 2025
    Natural
    gas
    market
    Natural gas
    sales
    (CDN$000s)
    Percentage of
    natural gas
    sales

    (%)
    Natural gas
    production

    (Mcf/d)
    Percentage of
    natural gas
    production

    (%)
    Average realized
    natural gas sales
    price
    (CDN$/Mcf)
    Natural gas
    transportation
    costs
    (1)
    (CDN$/Mcf)
    Natural gas
    sales
    netback
    (2)
    (CDN$/Mcf)
    AECO 42,368 34 215,026 56 2.19 0.46 1.73
    Dawn 82,094 65 162,982 43 5.60 1.55 4.05
    Alliance(3) 769 1 4,216 1 2.03 2.03
    Total 125,231 100 382,224 100 3.64 0.92 2.72
    Three months ended March 31, 2024
    Natural
    gas
    market
    Natural gas
    sales
    (CDN$000s)
    Percentage of
    natural gas
    sales

    (%)
    Natural gas
    production

    (Mcf/d)
    Percentage of
    natural gas
    production

    (%)
    Average realized
    natural gas sales
    price
    (CDN$/Mcf)
    Natural gas
    transportation
    costs
    (1)
    (CDN$/Mcf)
    Natural gas
    sales
    netback
    (2)
    (CDN$/Mcf)
    AECO 38,639 44 195,141 53 2.19 0.40 1.79
    Dawn 45,198 51 161,667 44 3.07 1.41 1.66
    Alliance(3) 4,185 5 13,480 3 3.41 3.41
    Total 88,022 100 370,288 100 2.61 0.83 1.78

    (1)  Reflects costs to transport natural gas from the field receipt point to the delivery sales trading hub.

    (2)  Natural gas sales netback denotes the average realized natural gas sales price less natural gas transportation costs.

    (3)  Birchcliff has short-term physical sales agreements with third-party marketers to sell and deliver into the Alliance pipeline system. Alliance sales are indexed to the AECO 5A benchmark index price and are recorded net of transportation tolls.

    OPERATIONAL UPDATE

    • Birchcliff’s 2025 capital budget of $260 million to $300 million includes the drilling of 25 (25.0 net) wells and the bringing on production of 26 (26.0 net) wells in 2025. Year-to-date, the Corporation has drilled 15 (15.0 net) wells and brought 12 (12.0 net) wells on production.
    • In the first quarter of 2025, Birchcliff delivered strong execution metrics, building on the operational momentum and key learnings from a successful capital program in 2024. Birchcliff’s teams continue to demonstrate a steadfast focus on execution, operational efficiency and disciplined cost management. Birchcliff’s purposeful execution is helping to strengthen its performance and position the business for sustainable growth through the remainder of the year and in the long-term.

    Pouce Coupe

    • Birchcliff completed the drilling of its 5-well 04-05 pad in December 2024 and the wells were turned over to production through Birchcliff’s permanent facilities in early March 2025. This pad targeted high-rate natural gas wells in the Lower Montney. The wells have shown strong production rates exhibiting low declines as highlighted in the table below, which summarizes the aggregate and average production rates for the wells from the pad:

    5-Well 04-05 Pad IP Rates

      Wells: IP 30(1) Wells: IP 60(1)
    Aggregate production rate (boe/d) 6,130 5,578
      Aggregate natural gas production rate (Mcf/d) 34,691 31,864
      Aggregate condensate production rate (bbls/d) 348 267
    Average per well production rate (boe/d) 1,226 1,116
      Average per well natural gas production rate (Mcf/d) 6,938 6,373
      Average per well condensate production rate (bbls/d) 70 53
    Condensate-to-gas ratio (bbls/MMcf) 10 8

    (1)  Represents the cumulative volumes for each well measured at the wellhead separator for the 30 or 60 days (as applicable) of production immediately after each well was considered stabilized after producing fracture treatment fluid back to surface in an amount such that flow rates of hydrocarbons became reliable. The natural gas volumes represent raw natural gas volumes as opposed to sales gas volumes. See “Advisories – Initial Production Rates”.

    • Completions operations on Birchcliff’s 3-well 07-10 pad were finished in March 2025 and the wells were turned over to production through the Corporation’s permanent facilities in April 2025. This pad targeted condensate-rich natural gas wells in the Lower Montney.
    • Completions operations on Birchcliff’s 4-well 05-19 pad were finished in April 2025 and flowback operations were recently completed. The wells are currently scheduled to be turned over to production through the Corporation’s permanent facilities later in May 2025. This pad targeted condensate-rich natural gas wells in the Lower Montney.
    • Completions operations are underway on Birchcliff’s 4-well 03-06 pad and the wells are currently scheduled to be turned over to production through the Corporation’s permanent facilities in June 2025. This pad targeted condensate-rich natural gas wells in the Lower Montney.
    • In the second half of April 2025, Birchcliff successfully completed the first phase of its planned turnaround at its Pouce Coupe gas plant. The second phase of the turnaround is well underway and is expected to be completed shortly.

    Gordondale

    • Completions operations on Birchcliff’s 4-well 02-27 pad were finished in March 2025 and the wells were turned over to production through the Corporation’s permanent facilities in May 2025. This pad targeted condensate-rich natural gas wells in the Lower Montney.

    Elmworth

    • As previously disclosed in its March 12, 2025 press release, Birchcliff completed a horizontal Montney land retention well in February 2025 and performed a 10.5 day flow test on the well.
    • Birchcliff continues to progress the formal planning for the construction of a proposed 100% owned and operated 80 MMcf/d natural gas processing plant in Elmworth. In the second half of March 2025, Birchcliff held an open house in the area to discuss its proposed plans for the area with community residents.

    ABBREVIATIONS

    AECO benchmark price for natural gas determined at the AECO ‘C’ hub in southeast Alberta
    bbl barrel
    bbls barrels
    bbls/d barrels per day
    boe barrel of oil equivalent
    boe/d barrel of oil equivalent per day
    condensate pentanes plus (C5+)
    F&D finding and development
    G&A general and administrative
    GAAP generally accepted accounting principles for Canadian public companies, which are currently IFRS Accounting Standards
    GJ gigajoule
    GJ/d gigajoules per day
    HH Henry Hub
    IFRS International Financial Reporting Standards as issued by the International Accounting Standards Board
    IP initial production
    Mcf thousand cubic feet
    Mcf/d thousand cubic feet per day
    MMBtu million British thermal units
    MMBtu/d million British thermal units per day
    MMcf million cubic feet
    MMcf/d million cubic feet per day
    MSW price for mixed sweet crude oil at Edmonton, Alberta
    NGLs natural gas liquids consisting of ethane (C2), propane (C3) and butane (C4) and specifically excluding condensate
    NYMEX New York Mercantile Exchange
    OPEC Organization of the Petroleum Exporting Countries
    OPEC+ OPEC plus certain other oil-producing countries
    Q quarter
    WTI West Texas Intermediate, the reference price paid in U.S. dollars at Cushing, Oklahoma, for crude oil of standard grade
    000s thousands
    $000s thousands of dollars
       

    NON-GAAP AND OTHER FINANCIAL MEASURES

    This press release uses various “non-GAAP financial measures”, “non-GAAP ratios” and “capital management measures” (as such terms are defined in NI 52-112), which are described in further detail below.

    Non-GAAP Financial Measures

    NI 52-112 defines a non-GAAP financial measure as a financial measure that: (i) depicts the historical or expected future financial performance, financial position or cash flow of an entity; (ii) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity; (iii) is not disclosed in the financial statements of the entity; and (iv) is not a ratio, fraction, percentage or similar representation. The non-GAAP financial measures used in this press release are not standardized financial measures under GAAP and might not be comparable to similar measures presented by other companies. Investors are cautioned that non-GAAP financial measures should not be construed as alternatives to or more meaningful than the most directly comparable GAAP financial measures as indicators of Birchcliff’s performance. Set forth below is a description of the non-GAAP financial measures used in this press release.

    Adjusted Funds Flow and Free Funds Flow

    Birchcliff defines “adjusted funds flow” as cash flow from operating activities before the effects of decommissioning expenditures, retirement benefit payments and changes in non-cash operating working capital. Birchcliff eliminates settlements of decommissioning expenditures from cash flow from operating activities as the amounts can be discretionary and may vary from period to period depending on its capital programs and the maturity of its operating areas. The settlement of decommissioning expenditures is managed with Birchcliff’s capital budgeting process which considers available adjusted funds flow. Birchcliff eliminates retirement benefit payments from cash flow from operating activities as such payments reflect costs for past service and contributions made by eligible executives under the Corporation’s post-employment benefit plan, which are not indicative of the current period. Changes in non-cash operating working capital are eliminated in the determination of adjusted funds flow as the timing of collection and payment are variable and by excluding them from the calculation, the Corporation believes that it is able to provide a more meaningful measure of its operations and ability to generate cash on a continuing basis. Management believes that adjusted funds flow assists management and investors in assessing Birchcliff’s financial performance after deducting all operating and corporate cash costs, as well as its ability to generate the cash necessary to fund sustaining and/or growth capital expenditures, repay debt, settle decommissioning obligations, buy back common shares and pay dividends.

    Birchcliff defines “free funds flow” as adjusted funds flow less F&D capital expenditures. Management believes that free funds flow assists management and investors in assessing Birchcliff’s ability to generate shareholder value and returns through a number of initiatives, including, but not limited to, debt repayment, common share buybacks, the payment of common share dividends, acquisitions and other opportunities that would complement or otherwise improve the Corporation’s business and enhance long-term shareholder value.

    The most directly comparable GAAP financial measure to adjusted funds flow and free funds flow is cash flow from operating activities. The following table provides a reconciliation of cash flow from operating activities to adjusted funds flow and free funds flow for the periods indicated:

      Three months ended
      Twelve months ended  
      March 31,
      December 31,  
    ($000s) 2025   2024   2024  
    Cash flow from operating activities 126,097   65,255   203,710  
    Change in non-cash operating working capital (2,194 ) (13,163 ) 17,269  
    Decommissioning expenditures 510   138   1,964  
    Retirement benefit payments   13,851   13,851  
    Adjusted funds flow 124,413   66,081   236,794  
    F&D capital expenditures (111,819 ) (102,773 ) (273,084 )
    Free funds flow 12,594   (36,692 ) (36,290 )

    Birchcliff has disclosed in this press release forecasts of adjusted funds flow and free funds flow for 2025, which are forward-looking non-GAAP financial measures. See “2025 Guidance”. The equivalent historical non-GAAP financial measures are adjusted funds flow and free funds flow for the twelve months ended December 31, 2024. Birchcliff anticipates the forward-looking non-GAAP financial measures for adjusted funds flow and free funds flow disclosed herein will be higher than their respective historical amounts, primarily due to higher anticipated benchmark natural gas prices in 2025 as compared to 2024. The commodity price assumptions on which the Corporation’s guidance is based are set forth under the heading “2025 Guidance”.

    Transportation and Other Expense

    Birchcliff defines “transportation and other expense” as transportation expense plus marketing purchases less marketing revenue. Birchcliff may enter into certain marketing purchase and sales arrangements with the objective of reducing any unused transportation or fractionation fees associated with its take-or-pay commitments and/or increasing the value of its production through value-added downstream initiatives. Management believes that transportation and other expense assists management and investors in assessing Birchcliff’s total cost structure related to transportation and marketing activities. The most directly comparable GAAP financial measure to transportation and other expense is transportation expense. The following table provides a reconciliation of transportation expense to transportation and other expense for the periods indicated:

      Three months ended
      Twelve months ended  
      March 31,
      December 31,  
    ($000s) 2025   2024   2024  
    Transportation expense 37,519   36,625   149,534  
    Marketing purchases 14,910   7,111   51,496  
    Marketing revenue (14,748 ) (9,468 ) (54,069 )
    Transportation and other expense 37,681   34,268   146,961  


    Operating Netback

    Birchcliff defines “operating netback” as petroleum and natural gas revenue less royalty expense, operating expense and transportation and other expense. Operating netback is a key industry performance indicator and one that provides investors with information that is commonly presented by other oil and natural gas producers. Management believes that operating netback assists management and investors in assessing Birchcliff’s operating profits after deducting the cash costs that are directly associated with the sale of its production, which can then be used to pay other corporate cash costs or satisfy other obligations. The following table provides a breakdown of Birchcliff’s operating netback for the periods indicated:

    Three months ended ($000s) March 31, 2025   March 31, 2024  
    P&NG revenue 197,188   163,304  
    Royalty expense (15,039 ) (14,467 )
    Operating expense (21,133 ) (26,427 )
    Transportation and other expense (37,681 ) (34,268 )
    Operating netback 123,335   88,142  


    Total Capital Expenditures

    Birchcliff defines “total capital expenditures” as exploration and development expenditures less dispositions plus acquisitions (if any) and plus administrative assets. Management believes that total capital expenditures assists management and investors in assessing Birchcliff’s overall capital cost structure associated with its petroleum and natural gas activities. The most directly comparable GAAP financial measure to total capital expenditures is exploration and development expenditures. The following table provides a reconciliation of exploration and development expenditures to total capital expenditures for the periods indicated:

    Three months ended ($000s) March 31, 2025 March 31, 2024  
    Exploration and development expenditures(1) 111,819 102,773  
    Dispositions (109 )
    Administrative assets 654 820  
    Total capital expenditures 112,473 103,484  

    (1)  Disclosed as F&D capital expenditures elsewhere in this press release. See “Advisories – F&D Capital Expenditures”.

    Effective Sales – Total Corporate, Total Natural Gas, AECO Market and NYMEX HH Market

    Birchcliff defines “effective sales” in the AECO market and NYMEX HH market as the sales amount received from the production of natural gas that is effectively attributed to the AECO and NYMEX HH market pricing, respectively, and does not consider the physical sales delivery point in each case. Effective sales in the NYMEX HH market includes realized gains and losses on financial instruments and excludes the notional fixed basis costs associated with the underlying financial contract in the period. Birchcliff defines “effective total natural gas sales” as the aggregate of the effective sales amount received in each natural gas market. Birchcliff defines “effective total corporate sales” as the aggregate of the effective total natural gas sales and the sales amount received from the production of light oil, condensate and NGLs. Management believes that disclosing the effective sales for each natural gas market assists management and investors in assessing Birchcliff’s natural gas diversification and commodity price exposure to each market. The most directly comparable GAAP financial measure to effective total natural gas sales and effective total corporate sales is natural gas sales. The following table provides a reconciliation of natural gas sales to effective total natural gas sales and effective total corporate sales for the periods indicated:

    Three months ended ($000s)  March 31, 2025 March 31, 2024  
    Natural gas sales 125,231 88,022  
    Realized gain (loss) on financial instruments 22,167 (5,628 )
    Notional fixed basis costs(1) 20,894 18,477  
    Effective total natural gas sales 168,292 100,871  
    Light oil sales 15,391 13,219  
    Condensate sales 37,371 43,477  
    NGLs sales 19,183 18,568  
    Effective total corporate sales 240,237 176,135  

    (1)  Reflects the aggregate notional fixed basis cost associated with Birchcliff’s financial NYMEX HH/AECO 7A basis swap contracts in the period.

    Non-GAAP Ratios

    NI 52-112 defines a non-GAAP ratio as a financial measure that: (i) is in the form of a ratio, fraction, percentage or similar representation; (ii) has a non-GAAP financial measure as one or more of its components; and (iii) is not disclosed in the financial statements of the entity. The non-GAAP ratios used in this press release are not standardized financial measures under GAAP and might not be comparable to similar measures presented by other companies. Set forth below is a description of the non-GAAP ratios used in this press release.

    Adjusted Funds Flow Per Boe and Adjusted Funds Flow Per Basic Common Share

    Birchcliff calculates “adjusted funds flow per boe” as aggregate adjusted funds flow in the period divided by the production (boe) in the period. Management believes that adjusted funds flow per boe assists management and investors in assessing Birchcliff’s financial profitability and sustainability on a cash basis by isolating the impact of production volumes to better analyze its performance against prior periods on a comparable basis.

    Birchcliff calculates “adjusted funds flow per basic common share” as aggregate adjusted funds flow in the period divided by the weighted average basic common shares outstanding at the end of the period. Management believes that adjusted funds flow per basic common share assists management and investors in assessing Birchcliff’s financial strength on a per common share basis.

    Free Funds Flow Per Basic Common Share

    Birchcliff calculates “free funds flow per basic common share” as aggregate free funds flow in the period divided by the weighted average basic common shares outstanding at the end of the period. Management believes that free funds flow per basic common share assists management and investors in assessing Birchcliff’s financial strength and its ability to deliver shareholder returns on a per common share basis.

    Transportation and Other Expense Per Boe

    Birchcliff calculates “transportation and other expense per boe” as aggregate transportation and other expense in the period divided by the production (boe) in the period. Management believes that transportation and other expense per boe assists management and investors in assessing Birchcliff’s cost structure as it relates to its transportation and marketing activities by isolating the impact of production volumes to better analyze its performance against prior periods on a comparable basis.

    Operating Netback Per Boe

    Birchcliff calculates “operating netback per boe” as aggregate operating netback in the period divided by the production (boe) in the period. Operating netback per boe is a key industry performance indicator and one that provides investors with information that is commonly presented by other oil and natural gas producers. Management believes that operating netback per boe assists management and investors in assessing Birchcliff’s operating profitability and sustainability by isolating the impact of production volumes to better analyze its performance against prior periods on a comparable basis.

    Effective Average Realized Sales Price – Total Corporate, Total Natural Gas, AECO Market and NYMEX HH Market

    Birchcliff calculates “effective average realized sales price” as effective sales, in each of total corporate, total natural gas, AECO market and NYMEX HH market, as the case may be, divided by the effective production in each of the markets during the period. Management believes that disclosing the effective average realized sales price for each natural gas market assists management and investors in comparing Birchcliff’s commodity price realizations in each natural gas market on a per unit basis.

    Capital Management Measures

    NI 52-112 defines a capital management measure as a financial measure that: (i) is intended to enable an individual to evaluate an entity’s objectives, policies and processes for managing the entity’s capital; (ii) is not a component of a line item disclosed in the primary financial statements of the entity; (iii) is disclosed in the notes to the financial statements of the entity; and (iv) is not disclosed in the primary financial statements of the entity. Set forth below is a description of the capital management measure used in this press release.

    Total Debt

    Birchcliff calculates “total debt” at the end of the period as the amount outstanding under the Corporation’s Credit Facilities plus working capital deficit (less working capital surplus) plus the fair value of the current asset portion of financial instruments less the fair value of the current liability portion of financial instruments and less the current portion of other liabilities discounted to the end of the period. The current portion of other liabilities has been excluded from total debt as these amounts have not been incurred and reflect future commitments in the normal course of operations. Management believes that total debt assists management and investors in assessing Birchcliff’s overall liquidity and financial position at the end of the period. The following table provides a reconciliation of the amount outstanding under the Corporation’s Credit Facilities, as determined in accordance with GAAP, to total debt for the periods indicated:

    As at ($000s) March 31, 2025   December 31, 2024   March 31, 2024  
    Revolving term credit facilities 518,581   566,857   428,566  
    Working capital (surplus) deficit(1) (67,109 ) (88,953 ) 34,261  
    Fair value of financial instruments – asset(2) 96,623   71,038   240  
    Fair value of financial instruments – liability(2)     (14,550 )
    Other liabilities(2) (13,385 ) (13,385 ) (5,137 )
    Total debt 534,710   535,557   443,380  

    (1)  Current liabilities less current assets.

    (2)  Reflects the current portion only.

    ADVISORIES

    Unaudited Information

    All financial and operational information contained in this press release for the three months ended March 31, 2025 and 2024 is unaudited.

    Currency

    Unless otherwise indicated, all dollar amounts are expressed in Canadian dollars, all references to “$” and “CDN$” are to Canadian dollars and all references to “US$” are to United States dollars.

    Boe Conversions

    Boe amounts have been calculated by using the conversion ratio of 6 Mcf of natural gas to 1 bbl of oil. Boe amounts may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.

    MMBtu Pricing Conversions

    $1.00 per MMBtu equals $1.00 per Mcf based on a standard heat value Mcf.

    Oil and Gas Metrics

    This press release contains metrics commonly used in the oil and natural gas industry, including operating netback. These oil and gas metrics do not have any standardized meanings or standard methods of calculation and therefore may not be comparable to similar measures presented by other companies. As such, they should not be used to make comparisons. Management uses these oil and gas metrics for its own performance measurements and to provide investors with measures to compare Birchcliff’s performance over time; however, such measures are not reliable indicators of Birchcliff’s future performance, which may not compare to Birchcliff’s performance in previous periods, and therefore should not be unduly relied upon. For additional information regarding operating netback and how such metric is calculated, see “Non-GAAP and Other Financial Measures”.

    Production

    With respect to the disclosure of Birchcliff’s production contained in this press release: (i) references to “light oil” mean “light crude oil and medium crude oil” as such term is defined in NI 51-101; (ii) references to “liquids” mean “light crude oil and medium crude oil” and “natural gas liquids” (including condensate) as such terms are defined in NI 51-101; and (iii) references to “natural gas” mean “shale gas”, which also includes an immaterial amount of “conventional natural gas”, as such terms are defined in NI 51-101. In addition, NI 51-101 includes condensate within the product type of natural gas liquids. Birchcliff has disclosed condensate separately from other natural gas liquids as the price of condensate as compared to other natural gas liquids is currently significantly higher and Birchcliff believes presenting the two commodities separately provides a more accurate description of its operations and results therefrom.

    With respect to the disclosure of Birchcliff’s production contained in this press release, all production volumes have been disclosed on a “gross” basis as such term is defined in NI 51-101, meaning Birchcliff’s working interest (operating or non-operating) share before the deduction of royalties and without including any royalty interests of Birchcliff.

    Initial Production Rates

    Any references in this press release to initial production rates or other short-term production rates are useful in confirming the presence of hydrocarbons; however, such rates are not determinative of the rates at which such wells will continue to produce and decline thereafter and are not indicative of the long-term performance or the ultimate recovery of such wells. In addition, such rates may also include recovered “load oil” or “load water” fluids used in well completion stimulation. Readers are cautioned not to place undue reliance on such rates in calculating the aggregate production for Birchcliff. Such rates are based on field estimates and may be based on limited data available at this time.

    With respect to the production rates for the Corporation’s 5-well 04-05 pad disclosed herein, such rates represent the cumulative volumes for each well measured at the wellhead separator for the 30 and 60 days (as applicable) of production immediately after each well was considered stabilized after producing fracture treatment fluid back to surface in an amount such that flow rates of hydrocarbons became reliable, divided by 30 or 60 (as applicable), which were then added together to determine the aggregate production rates for the 5-well pad and then divided by 5 to determine the per well average production rates. The production rates excluded the hours and days when the wells did not produce. To-date, no pressure transient or well-test interpretation has been carried out on any of the wells. The natural gas volumes represent raw natural gas volumes as opposed to sales gas volumes.

    Finding and Development (F&D) Capital Expenditures

    References in this press release to “F&D capital expenditures” denotes exploration and development expenditures as disclosed in the Corporation’s financial statements in accordance with GAAP, and is primarily comprised of capital for land, seismic, workovers, drilling and completions, well equipment and facilities and capitalized G&A costs and excludes any acquisitions, dispositions, administrative assets and the capitalized portion of cash incentive payments that have not been approved by the Board. Management believes that F&D capital expenditures assists management and investors in assessing Birchcliff’s capital cost outlay associated with its exploration and development activities for the purposes of finding and developing its reserves.

    Forward-Looking Statements

    Certain statements contained in this press release constitute forward‐looking statements and forward-looking information (collectively referred to as “forward‐looking statements”) within the meaning of applicable Canadian securities laws. The forward-looking statements contained in this press release relate to future events or Birchcliff’s future plans, strategy, operations, performance or financial position and are based on Birchcliff’s current expectations, estimates, projections, beliefs and assumptions. Such forward-looking statements have been made by Birchcliff in light of the information available to it at the time the statements were made and reflect its experience and perception of historical trends. All statements and information other than historical fact may be forward‐looking statements. Such forward‐looking statements are often, but not always, identified by the use of words such as “seek, “plan”, “focus”, “future”, “outlook”, “position”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “forecast”, “guidance”, “potential”, “proposed”, “predict”, “budget”, “continue”, “targeting”, “may”, “will”, “could”, “might”, “should”, “would”, “on track”, “maintain”, “deliver” and other similar words and expressions.

    By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward‐looking statements. Accordingly, readers are cautioned not to place undue reliance on such forward-looking statements. Although Birchcliff believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct and Birchcliff makes no representation that actual results achieved will be the same in whole or in part as those set out in the forward-looking statements.

    In particular, this press release contains forward‐looking statements relating to:

    • Birchcliff’s plans and other aspects of its anticipated future financial performance, results, operations, focus, objectives, strategies, opportunities, priorities and goals, including: Birchcliff’s continued focus on operational excellence; that with a substantial portion of its capital program behind it, Birchcliff expects to generate significant free funds flow during the remainder of the year, which will be allocated primarily towards reducing its total debt by approximately 28% from year end 2024, after the payment of its base dividend; that Birchcliff’s 2025 production guidance and capital program are unchanged and it remains focused on capital efficiency improvements, driving down its costs and strengthening its balance sheet; and that Birchcliff looks forward to a promising future, leveraging its strengths to navigate the evolving market, drive profitable growth and deliver long-term shareholder value;
    • the information set forth under the heading “2025 Guidance” and elsewhere in this press release as it relates to Birchcliff’s guidance for 2025, including: that as a result of the continued volatility in commodity prices driven by the uncertainties surrounding tariffs, global trade tensions and OPEC+ production increases, Birchcliff has lowered its commodity price assumptions for the remainder of 2025; that lower oil prices are forecasted for the remainder of the year; that Birchcliff expects to significantly strengthen its balance sheet in 2025, with free funds flow (after the payment of dividends) anticipated to be allocated primarily towards debt reduction; that based on its current commodity price assumptions, Birchcliff expects to exit 2025 with total debt of $365 million to $405 million, which represents a 28% reduction from its total debt at year end 2024 of $535.6 million; forecasts of annual average production, production commodity mix, average expenses, adjusted funds flow, F&D capital expenditures, free funds flow, total debt at year end, natural gas market exposure and the expected impact of changes in commodity prices and the CDN/US exchange rate on Birchcliff’s forecast of free funds flow; and that Birchcliff currently anticipates that U.S. tariffs will not have a material impact on its business;
    • the information set forth under the heading “Operational Update” and elsewhere in this press release regarding Birchcliff’s 2025 capital program and its exploration, production and development activities and plans (including its plans for Elmworth) and the timing thereof, including: that Birchcliff’s 2025 capital budget of $260 million to $300 million includes the drilling of 25 (25.0 net) wells and the bringing on production of 26 (26.0 net) wells in 2025; that Birchcliff’s teams continue to demonstrate a steadfast focus on execution, operational efficiency and disciplined cost management; that Birchcliff’s purposeful execution is helping to strengthen its performance and position the business for sustainable growth through the remainder of the year and in the long-term; the expected timing for wells to be brought on production and the completion of the turnaround at Birchcliff’s Pouce Coupe gas plant; targeted product types; and that Birchcliff is progressing the formal planning for the construction of a proposed 100% owned and operated 80 MMcf/d natural gas processing plant in Elmworth; and
    • that Birchcliff anticipates the forward-looking non-GAAP financial measures for adjusted funds flow and free funds flow disclosed herein will be higher than their respective historical amounts, primarily due to higher anticipated benchmark natural gas prices in 2025 as compared to 2024.

    With respect to the forward-looking statements contained in this press release, assumptions have been made regarding, among other things: prevailing and future commodity prices and differentials, exchange rates, interest rates, inflation rates, royalty rates and tax rates; the state of the economy, financial markets and the exploration, development and production business; the political environment in which Birchcliff operates; tariffs and trade policies; the regulatory framework regarding royalties, taxes, environmental, climate change and other laws; the Corporation’s ability to comply with existing and future laws; future cash flow, debt and dividend levels; future operating, transportation, G&A and other expenses; Birchcliff’s ability to access capital and obtain financing on acceptable terms; the timing and amount of capital expenditures and the sources of funding for capital expenditures and other activities; the sufficiency of budgeted capital expenditures to carry out planned operations; the successful and timely implementation of capital projects and the timing, location and extent of future drilling and other operations; results of operations; Birchcliff’s ability to continue to develop its assets and obtain the anticipated benefits therefrom; the performance of existing and future wells; reserves volumes and Birchcliff’s ability to replace and expand reserves through acquisition, development or exploration; the impact of competition on Birchcliff; the availability of, demand for and cost of labour, services and materials; the approval of the Board of future dividends; the ability to obtain any necessary regulatory or other approvals in a timely manner; the satisfaction by third parties of their obligations to Birchcliff; the ability of Birchcliff to secure adequate processing and transportation for its products; Birchcliff’s ability to successfully market natural gas and liquids; the results of the Corporation’s risk management and market diversification activities; and Birchcliff’s natural gas market exposure. In addition to the foregoing assumptions, Birchcliff has made the following assumptions with respect to certain forward-looking statements contained in this press release:

    • With respect to Birchcliff’s 2025 guidance (as updated on May 14, 2025), such guidance is based on the commodity price, exchange rate and other assumptions set forth under the heading “2025 Guidance”. In addition:
      • Birchcliff’s production guidance assumes that: the 2025 capital program will be carried out as currently contemplated; no unexpected outages occur in the infrastructure that Birchcliff relies on to produce its wells and that any transportation service curtailments or unplanned outages that occur will be short in duration or otherwise insignificant; the construction of new infrastructure meets timing and operational expectations; existing wells continue to meet production expectations; and future wells scheduled to come on production meet timing, production and capital expenditure expectations.
      • Birchcliff’s forecast of F&D capital expenditures assumes that the 2025 capital program will be carried out as currently contemplated and excludes any potential acquisitions, dispositions and the capitalized portion of cash incentive payments that have not been approved by the Board. The amount and allocation of capital expenditures for exploration and development activities by area and the number and types of wells to be drilled and brought on production is dependent upon results achieved and is subject to review and modification by management on an ongoing basis throughout the year. Actual spending may vary due to a variety of factors, including commodity prices, economic conditions, results of operations and costs of labour, services and materials.
      • Birchcliff’s forecasts of adjusted funds flow and free funds flow assume that: the 2025 capital program will be carried out as currently contemplated and the level of capital spending for 2025 set forth herein is met; and the forecasts of production, production commodity mix, expenses and natural gas market exposure and the commodity price and exchange rate assumptions set forth herein are met. Birchcliff’s forecast of adjusted funds flow takes into account its financial basis swap contracts outstanding as at May 5, 2025 and excludes cash incentive payments that have not been approved by the Board.
      • Birchcliff’s forecast of year end total debt assumes that: (i) the forecasts of adjusted funds flow and free funds flow are achieved, with the level of capital spending for 2025 met and the payment of an annual base dividend of approximately $33 million; (ii) any free funds flow remaining after the payment of dividends, asset retirement obligations and other amounts for administrative assets, financing fees and capital lease obligations is allocated towards debt reduction; and (iii) there are no buybacks of common shares, no equity issuances, no further exercises of stock options and no significant acquisitions or dispositions completed by the Corporation during 2025. The forecast of total debt excludes cash incentive payments that have not been approved by the Board.
      • Birchcliff’s forecast of its natural gas market exposure assumes: (i) 175,000 GJ/d being sold on a physical basis at the Dawn price; (ii) 147,500 MMBtu/d being contracted on a financial basis at an average fixed basis differential price between AECO 7A and NYMEX HH of US$1.088/MMBtu; and (iii) 1,200 GJ/d being sold at Alliance on a physical basis at the AECO 5A price plus a premium. Birchcliff’s natural gas market exposure takes into account its financial basis swap contracts outstanding as at May 5, 2025.
    • With respect to statements regarding future wells to be drilled or brought on production, such statements assume: the continuing validity of the geological and other technical interpretations performed by Birchcliff’s technical staff, which indicate that commercially economic volumes can be recovered from Birchcliff’s lands as a result of drilling future wells; and that commodity prices and general economic conditions will warrant proceeding with the drilling of such wells.

    Birchcliff’s actual results, performance or achievements could differ materially from those anticipated in the forward-looking statements as a result of both known and unknown risks and uncertainties including, but not limited to: general economic, market and business conditions which will, among other things, impact the demand for and market prices of Birchcliff’s products and Birchcliff’s access to capital; volatility of crude oil and natural gas prices; fluctuations in commodity prices and exchange, interest and inflation rates; risks associated with increasing costs, whether due to high inflation rates, supply chain disruptions or other factors; an inability of Birchcliff to generate sufficient cash flow from operations to meet its current and future obligations; an inability to access sufficient capital from internal and external sources on terms acceptable to the Corporation; risks associated with Birchcliff’s Credit Facilities, including a failure to comply with covenants under the agreement governing the Credit Facilities and the risk that the borrowing base limit may be redetermined; fluctuations in the costs of borrowing; operational risks and liabilities inherent in oil and natural gas operations; the risk that weather events such as wildfires, flooding, droughts or extreme hot or cold temperatures forces the Corporation to shut-in production or otherwise adversely affects the Corporation’s operations; the occurrence of unexpected events such as fires, explosions, blow-outs, equipment failures, transportation incidents and other similar events; an inability to access sufficient water or other fluids needed for operations; the risks associated with supply chain disruptions; uncertainty that development activities in connection with Birchcliff’s assets will be economic; an inability to access or implement some or all of the technology necessary to operate its assets and achieve expected future results; geological, technical, drilling, construction and processing problems; uncertainty of geological and technical data; horizontal drilling and completions techniques and the failure of drilling results to meet expectations for reserves or production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of estimates and projections relating to production, revenue, costs and reserves; the accuracy of cost estimates and variances in Birchcliff’s actual costs and economic returns from those anticipated; incorrect assessments of the value of acquisitions and exploration and development programs; the risks posed by pandemics, epidemics, geopolitical events and global conflict and their impacts on supply and demand and commodity prices; actions taken by OPEC and other major oil producers and the impact such actions may have on supply and demand and commodity prices; stock market volatility; loss of market demand; changes to the regulatory framework in the locations where the Corporation operates, including changes to tax laws, Crown royalty rates, environmental and climate change laws (including emissions and “greenwashing”), carbon tax regimes, incentive programs and other regulations that affect the oil and natural gas industry; political uncertainty and uncertainty associated with government policy changes; actions by government authorities; the risk that: (i) the U.S. tariffs that are currently in effect on goods exported from or imported into Canada continue in effect for an extended period of time, the tariffs that have been threatened are implemented, that tariffs that are currently suspended are reactivated, the rate or scope of tariffs are increased or new tariffs are imposed, including on oil and natural gas; (ii) the U.S. and/or Canada imposes any other form of tax, restriction or prohibition on the import or export of products from one country to the other, including on oil and natural gas; and (iii) the tariffs imposed or threatened to be imposed by the U.S. on other countries and retaliatory tariffs imposed or threatened to be imposed by other countries on the U.S. will trigger a broader global trade war, which could have a material adverse effect on the Canadian, U.S. and global economies, and by extension the Canadian oil and natural gas industry and the Corporation, including by decreasing the demand for (and the price of) oil and natural gas, disrupting supply chains, increasing costs, causing volatility in global financial markets and limiting access to financing; an inability of the Corporation to comply with existing and future laws and the cost of compliance with such laws; dependence on facilities, gathering lines and pipelines; uncertainties and risks associated with pipeline restrictions and outages to third-party infrastructure that could cause disruptions to production; the lack of available pipeline capacity and an inability to secure adequate and cost-effective processing and transportation for Birchcliff’s products; an inability to satisfy obligations under Birchcliff’s firm marketing and transportation arrangements; shortages in equipment and skilled personnel; the absence or loss of key employees; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, equipment and skilled personnel; management of Birchcliff’s growth; environmental and climate change risks, claims and liabilities; potential litigation; default under or breach of agreements by counterparties and potential enforceability issues in contracts; claims by Indigenous peoples; the reassessment by taxing or regulatory authorities of the Corporation’s prior transactions and filings; unforeseen title defects; third-party claims regarding the Corporation’s right to use technology and equipment; uncertainties associated with the outcome of litigation or other proceedings involving Birchcliff; uncertainties associated with counterparty credit risk; risks associated with Birchcliff’s risk management and market diversification activities; risks associated with the declaration and payment of future dividends, including the discretion of the Board to declare dividends and change the Corporation’s dividend policy and the risk that the amount of dividends may be less than currently forecast; the failure to obtain any required approvals in a timely manner or at all; the failure to complete or realize the anticipated benefits of acquisitions and dispositions and the risk of unforeseen difficulties in integrating acquired assets into Birchcliff’s operations; negative public perception of the oil and natural gas industry; the Corporation’s reliance on hydraulic fracturing; market competition, including from alternative energy sources; changing demand for petroleum products; the availability of insurance and the risk that certain losses may not be insured; breaches or failure of information systems and security (including risks associated with cyber-attacks); risks associated with artificial intelligence; risks associated with the ownership of the Corporation’s securities; the accuracy of the Corporation’s accounting estimates and judgments; and the risk that any of the Corporation’s material assumptions prove to be materially inaccurate (including the Corporation’s commodity price and exchange rate assumptions for 2025).

    Readers are cautioned that the foregoing lists of factors are not exhaustive. Additional information on these and other risk factors that could affect Birchcliff’s results of operations, financial performance or financial results are included in the Corporation’s annual information form and annual management’s discussion and analysis for the financial year ended December 31, 2024 under the heading “Risk Factors” and in other reports filed with Canadian securities regulatory authorities.

    This press release contains information that may constitute future-oriented financial information or financial outlook information (collectively, “FOFI”) about Birchcliff’s prospective financial performance, financial position or cash flows, all of which is subject to the same assumptions, risk factors, limitations and qualifications as set forth above. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise or inaccurate and, as such, undue reliance should not be placed on FOFI. Birchcliff’s actual results, performance and achievements could differ materially from those expressed in, or implied by, FOFI. Birchcliff has included FOFI in order to provide readers with a more complete perspective on Birchcliff’s future operations and management’s current expectations relating to Birchcliff’s future performance. Readers are cautioned that such information may not be appropriate for other purposes.

    Management has included the above summary of assumptions and risks related to forward-looking statements provided in this press release in order to provide readers with a more complete perspective on Birchcliff’s future operations and management’s current expectations relating to Birchcliff’s future performance. Readers are cautioned that this information may not be appropriate for other purposes.

    The forward-looking statements and FOFI contained in this press release are expressly qualified by the foregoing cautionary statements. The forward-looking statements and FOFI contained herein are made as of the date of this press release. Unless required by applicable laws, Birchcliff does not undertake any obligation to publicly update or revise any forward-looking statements or FOFI, whether as a result of new information, future events or otherwise.

    ABOUT BIRCHCLIFF:

    Birchcliff is an intermediate oil and natural gas company based in Calgary, Alberta with operations focused on the exploration and development of the Montney/Doig Resource Play in Alberta. Birchcliff’s common shares are listed for trading on the Toronto Stock Exchange under the symbol “BIR”.

    For further information, please contact:
     
    Birchcliff Energy Ltd.
    Suite 1000, 600 – 3rd Avenue S.W.
    Calgary, Alberta T2P 0G5
    Telephone: (403) 261-6401
    Email: birinfo@birchcliffenergy.com
    www.birchcliffenergy.com
    Chris Carlsen – President and Chief Executive Officer

    Bruno Geremia – Executive Vice President and Chief Financial Officer

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

    Record First Quarter Revenues of $22.0 million

    Total payment dollars processed through all payment channels up 34% versus the prior year period 

    SAN ANTONIO, May 14, 2025 (GLOBE NEWSWIRE) — Usio, Inc. (Nasdaq: USIO), a leading FinTech company that operates a full stack of integrated, cloud-based electronic payment and embedded financial solutions, today announced financial results for the first quarter, which ended March 31, 2025.

    Louis Hoch, President and Chief Executive Officer of Usio, said, “Results in the first quarter continue to reflect strong fundamental processing growth, disciplined cost control, and strong positive cash flow and a continued commitment to cash management. We reported positive Adjusted EBITDA1 of $0.7 million and added $0.7 million in cash to our balance sheet illustrating our improved operational performance. More importantly, our growing implementation queue from signed deals and pipeline have never been stronger, and we are beginning to generate activity/volume from some of our largest new opportunities. We believe we are in excellent position to generate value for our shareholders over the long-term and believe we have the financial resources to assure that we are well prepared from the ramp in activity arising from the imminent growth in volume associated with this new business.”

    Total payment dollar processing volume growth accelerated to 34% in the first quarter, led by strong growth in our highest margin line of business, ACH, where electronic check dollar volume increased 42%, transactions grew 36% and returned check transactions grew 24%, all compared to the same period in 2024.

    Revenues for the quarter were in line with our expectations, and were up from a year ago, primarily due to strong growth in our ACH and complementary services line of business, offsetting the impact in the quarter from the loss of breakage revenues arising from the completion of a large prepaid card programs that were effectively wound down completely by the close of the first quarter of 2024. ACH & complementary services revenue growth was primarily attributable to an increase in ACH volume from net new business and organic growth. The business also benefited from a year over year increase in revenues from ancillary product offerings, such as Remotely Created Checks, or RCC, PINless debit as well as cross-selling to our ACH base. Credit card revenues were up 4%, with PayFac revenues growing a strong 25% and continuing to offset legacy credit card volume attrition and increased competition. With Payfac now over 50% of our total card business, we believe that overall credit card revenue growth will increasingly reflect PayFac’s faster growth. Prepaid card load volume was a strong $98 million; we believe that revenues should start to better reflect our focus on growing programs with recurring revenues in this business line. Revenues for Output Solutions were up 4% in the quarter.

    For the quarter ended March 31, 2025, margins were down 1% from the year ago first quarter, mainly from non-operational factors, primarily lower interest revenues. Other selling, general and administrative expenses were essentially flat from the same period last year as part of our commitment to disciplined cost controls. The Company reported a net loss of approximately $0.2 million, or ($0.01) per share, compared to a net loss of $0.3 million, or ($0.01) per share, a year ago due largely to lower expenses related to stock compensation and depreciation.  Adjusted EBITDA1 was $0.7 million, a $0.1 million decrease from the $0.8 million Adjusted EBITDA1 a year ago.

    Mr. Hoch concluded, “The Company is in a strong position, with a growing portfolio of recurring revenues, a best-ever financial position, and signed contracts that we believe will be adding incremental revenue as they come online, although the timing of when these incremental deals will ramp up remains uncertain. So far this year we have achieved our goals to strengthen the organization, strengthen our financial position, and expand our market presence.”

    Please see reconciliation of GAAP to Non-GAAP Financial Measures below

    Quarterly Processing and Transaction Volumes

    Total payment transactions processed in the first quarter of 2025 were 13.7 million, an increase of 41% over the same quarter of last year. Total payment dollars processed through all payment channels in the first quarter of 2025 were $2.0 billion, an improvement of 34% over last year’s first quarter $1.5 billion in volume. 

    We set all-time records in dollars and transactions processed in our credit card segment, where dollars processed were up 17% and transactions processed were up 65% from a year ago. ACH electronic check transaction volume was up 36%, electronic check dollars processed were up 42% and return check transactions processed were up 24%. In our Prepaid business unit, card load volume was down 15%, transactions processed up 5% and purchase volume down 8%.

    First Quarter 2025 Revenue Detail

    Revenues for the quarter ended March 31, 2025 were $22.0 million, up 5% compared to the prior year quarter, due primarily to strong growth in our ACH and complementary services revenues, overcoming a decrease in Prepaid and interest revenues as our COVID incentive programs were effectively wound down completely by the end of the first quarter in 2024.

      Three Months Ended March 31,  
      2025     2024     $ Change     % Change  
                                   
    ACH and complementary services $ 5,044,517     $ 3,881,734     $ 1,162,783       30 %
    Credit card   7,878,694       7,560,734       317,960       4 %
    Prepaid card services   2,907,451       3,341,224       (433,773 )     (13 )%
    Output Solutions   5,732,867       5,537,923       194,944       4 %
    Interest – ACH and complementary services   224,129       211,640       12,489       6 %
    Interest – Prepaid card services   182,661       402,741       (220,080 )     (55 )%
    Interest – Output Solutions   38,731       34,390       4,341       13 %
    Total Revenue $ 22,009,050     $ 20,970,386     $ 1,038,664       5 %
                                   

    Gross profit for the first quarter of 2025 was $4.8 million compared to $4.9 million for the first quarter of 2024, while gross margins were 21.9%, declining from 23.1% in the same period a year ago. This was primarily due to lower interest revenues. In addition, ACH and complementary services segment revenue growth was strongest in the slightly less profitable complementary services.

    Other selling, general and administrative expenses, “SG&A”, were $4.1 million for the quarter ended March 31, 2025, effectively flat compared to $4.1 million in the prior year period. This was driven by strategic spend management in our lines of business, as we focus on improving growing revenues while maintaining nominal growth in SG&A in order to improve profitability.

    For the quarter, we reported an operating loss of $0.2 million compared to a loss of $0.3 million in operating income for the same quarter a year ago due to nominally reduced gross profits, and marginally increased SG&A expenses. Adjusted EBITDA1 was $0.7 million for the quarter, compared to Adjusted EBITDA1 of $0.8 million a year ago. Net loss in the quarter ended March 31, 2025 was approximately $0.2 million, or ($0.01) per share, compared to a net loss of $0.3 million, or ($0.01) per share, for the same period in the prior year. 

    Operating Cash Flows were $1.4 million for the three months ended March 31, 2025, as compared to $0.1 million in the same period a year ago. The difference was driven primarily by a reduction in accounts receivable.

    We continue to be in solid financial condition with $8.7 million in cash and cash equivalents as of March 31, 2025, a $0.7 million increase in cash balances over the first three months of the year while $350,000 was utilized to repurchase shares in the period.

    Please see reconciliation of GAAP to Non-GAAP Financial Measures below

    Conference Call and Webcast

    Usio, Inc.’s management will host a conference call on Wednesday, May 14, 2025, at 4:30 pm Eastern time to review financial results and provide a business update. To listen to the conference call, interested parties within the U.S. should call +1-844-883-3890. International callers should call + 1-412-317-9246. All callers should ask for the Usio conference call. The conference call will also be available through a live webcast, which can be accessed via the Company’s website at www.usio.com/investors.

    A replay of the call will be available approximately one hour after the end of the call through May 28, 2025. The replay can be accessed via the Company’s website or by dialing +1-877-344-7529 (U.S.) or 1-412-317-0088 (international). The replay conference playback code is 3107685.

    About Usio, Inc.

    Usio, Inc. (Nasdaq: USIO), a leading, cloud-based, integrated FinTech electronic payment solutions provider, offers a wide range of payment solutions to merchants, billers, banks, service bureaus, integrated software vendors and card issuers. The Company operates credit, debit/prepaid, and ACH payment processing platforms to deliver convenient, world-class payment solutions and services to clients through its unique payment facilitation platform as a service. The Company, through its Usio Output Solutions division offers services relating to electronic bill presentment, document composition, document decomposition and printing and mailing services. The strength of the Company lies in its ability to provide tailored solutions for card issuance, payment acceptance, and bill payments as well as its unique technology in the card issuing sector. Usio is headquartered in San Antonio, Texas, and has offices in Austin, Texas. Websites: www.usio.com, www.payfacinabox.com, www.akimbocard.com and www.usiooutput.com. Find us on Facebook® and Twitter.

    Comparisons

    Unless otherwise indicated, all comparisons and growth rates represent year-over-year comparisons, with the quarterly period of this year compared to the corresponding quarter of the prior year.

    About Non-GAAP Financial Measures

    This press release includes non-GAAP financial measures, as defined in Regulation G adopted by the Securities and Exchange Commission, of EBITDA, Adjusted EBITDA, and Adjusted EBITDA margins. The Company reports its financial results in compliance with GAAP, but believes that also discussing non-GAAP financial measures provides investors with financial measures it uses in the management of its business.

    • The Company defines EBITDA as operating income (loss), before interest, taxes, depreciation and amortization of intangibles.
    • The Company defines Adjusted EBITDA as EBITDA, as defined above, plus non-cash stock option costs and certain non-recurring items, such as costs related to acquisitions.
    • The Company defines Adjusted EBITDA margins as Adjusted EBITDA, as defined above, divided by total revenues.

    In previous periods, the Company reported the non-GAAP financial measure of adjusted operating cash flows, which excluded certain items from operating cash flows to provide a measure of cash generated from its core operations. Beginning with the current reporting period, the Company is no longer presenting adjusted operating cash flows as a non-GAAP financial measure. The decision to discontinue reporting adjusted operating cash flows is due to changes in the presentation of certain assets, specifically the movement of assets held for customers, into the financing activities section of our cash flow statement. As a result of this reclassification, we believe that the need for the adjusted operating cash flows measure is no longer required, as the adjustments previously made to exclude these amounts are not necessary. 

    Management believes EBITDA, Adjusted EBITDA, and Adjusted EBITDA margins are helpful to investors in evaluating the Company’s operating performance because non-cash costs and other items that management believes are not indicative of its results of operations are excluded. 

    EBITDA, Adjusted EBITDA, and Adjusted EBITDA margins should be considered in addition to, not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. They are not measurements of our financial performance under GAAP and should not be considered as alternatives to revenue, net income, or cash provided by (used in) operating activities, as applicable, or any other performance measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other businesses. EBITDA, Adjusted EBITDA, and Adjusted EBITDA margins have limitations as analytical tools and you should not consider these non-GAAP financial measures in isolation or as a substitute for analysis of our operating results as reported under GAAP.

    1 Please see reconciliation of GAAP to Non-GAAP Financial Measures Below

    FORWARD-LOOKING STATEMENTS DISCLAIMER

    Except for the historical information contained herein, the matters discussed in this press release include forward-looking statements which are covered by safe harbors. Those statements include, but may not be limited to, all statements regarding management’s intent, belief and expectations, such as statements concerning our future and our operating and growth strategy and any guidance for future periods. These forward-looking statements are identified by the use of words such as “believe,” “should,” “intend,” “look forward,” “anticipate,” “schedule,” and “expect” among others. Forward-looking statements in this press release are subject to certain risks and uncertainties inherent in the Company’s business that could cause actual results to vary, including such risks related to an economic downturn, the management of the Company’s growth, the loss of key resellers, the relationships with the Automated Clearing House network, bank sponsors, third-party card processing providers and merchants, the security of our software, hardware and information, the volatility of the stock price, the need to obtain additional financing, risks associated with new legislation, and compliance with complex federal, state and local laws and regulations, and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission including its annual report on Form 10-K for the fiscal year ended December 31, 2024. One or more of these factors have affected, and in the future could affect, the Company’s businesses and financial results and could cause actual results to differ materially from plans and projections. Although the Company believes that the assumptions underlying the forward-looking statements included in this press release are reasonable, the Company can give no assurance such assumptions will prove to be correct. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the objectives and plans will be achieved. All forward-looking statements made in this press release are based on information presently available to management. The Company assumes no obligation to update any forward-looking statements, except as required by law.

    Contact:

    Paul Manley
    Senior Vice President, Investor Relations
    paul.manley@usio.com
    612-834-1804

    USIO, INC.
    CONSOLIDATED BALANCE SHEETS
     
        March 31, 2025     December 31, 2024  
        (Unaudited)          
    ASSETS                
    Cash and cash equivalents   $ 8,718,247     $ 8,056,891  
    Accounts receivable, net     4,569,616       5,053,639  
    Accounts receivable, tax credit           1,494,612  
    Settlement processing assets     62,151,877       47,104,006  
    Prepaid card load assets     14,553,939       25,648,688  
    Customer deposits     1,907,169       1,918,805  
    Inventory     348,493       403,796  
    Prepaid expenses and other     729,039       585,500  
    Current assets before merchant reserves     92,978,380       90,265,937  
    Merchant reserves     4,925,101       4,890,101  
    Total current assets     97,903,481       95,156,038  
                     
    Property and equipment, net     3,230,300       3,194,818  
                     
    Other assets:                
    Intangibles, net     663,349       881,346  
    Deferred tax asset, net     4,580,440       4,580,440  
    Operating lease right-of-use assets     2,884,691       3,037,928  
    Other assets     357,877       357,877  
    Total other assets     8,486,357       8,857,591  
                     
    Total Assets   $ 109,620,138     $ 107,208,447  
                     
    LIABILITIES AND STOCKHOLDERS’ EQUITY                
    Current liabilities:                
    Accounts payable   $ 715,223     $ 1,256,819  
    Accrued expenses     2,705,122       3,366,925  
    Operating lease liabilities, current portion     620,915       612,680  
    Equipment loan, current portion     150,085       147,581  
    Settlement processing obligations     62,151,877       47,104,006  
    Prepaid card load obligations     14,553,939       25,648,688  
    Customer deposits     1,907,169       1,918,805  
    Current liabilities before merchant reserve obligations     82,804,330       80,055,504  
    Merchant reserve obligations     4,925,101       4,890,101  
    Total current liabilities     87,729,431       84,945,605  
                     
    Non-current liabilities:                
    Equipment loan, net of current portion     533,248       571,862  
    Operating lease liabilities, net of current portion     2,365,529       2,534,017  
    Total liabilities     90,628,208       88,051,484  
                     
    Stockholders’ equity:                
    Preferred stock, $0.01 par value, 10,000,000 shares authorized; -0- shares outstanding at March 31, 2025 (unaudited) and December 31, 2024, respectively            
    Common stock, $0.001 par value, 200,000,000 shares authorized; 30,038,355 and 29,902,415 issued, and 26,527,906 and 26,609,651 outstanding at March 31, 2025 (unaudited) and December 31, 2024, respectively     30,038       198,317  
    Additional paid-in capital     99,992,655       99,676,457  
    Treasury stock, at cost; 3,510,449 and 3,292,764 shares at March 31, 2025 (unaudited) and December 31, 2024, respectively     (6,122,232 )     (5,770,592 )
    Deferred compensation     (6,640,905 )     (6,914,563 )
    Accumulated deficit     (68,267,626 )     (68,032,656 )
    Total stockholders’ equity     18,991,930       19,156,963  
                     
    Total Liabilities and Stockholders’ Equity   $ 109,620,138     $ 107,208,447  
                     
    USIO, INC.
    CONSOLIDATED STATEMENTS OF OPERATIONS
    (UNAUDITED)
     
      Three Months Ended March 31,  
      2025     2024  
                   
    Revenues $ 22,009,050     $ 20,970,386  
    Cost of services   17,199,907       16,116,691  
    Gross profit   4,809,143       4,853,695  
                   
    Selling, general and administrative expenses:              
    Stock-based compensation   410,062       499,273  
    Other SG&A   4,142,895       4,060,225  
    Depreciation and amortization   495,770       576,154  
    Total selling, general and administrative   5,048,727       5,135,652  
                   
    Operating (loss)   (239,584 )     (281,957 )
                   
    Other income and (expense):              
    Interest income   79,011       115,354  
    Interest expense   (11,843 )     (13,585 )
    Other income, net   67,168       101,769  
                   
    (Loss) before income taxes   (172,416 )     (180,188 )
                   
    State income tax expense   62,554       70,000  
    Income tax expense   62,554       70,000  
                   
    Net (loss) $ (234,970 )   $ (250,188 )
                   
    (Loss) Per Share              
    Basic (loss) per common share: $ (0.01 )   $ (0.01 )
    Diluted (loss) per common share: $ (0.01 )   $ (0.01 )
    Weighted average common shares outstanding              
    Basic   26,615,947       26,375,762  
    Diluted   26,615,947       26,375,762  
                   
    USIO, INC.
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (UNAUDITED)
     
      Three Months Ended March 31,  
      2025     2024  
    Operating Activities              
    Net (loss) $ (234,970 )   $ (250,188 )
    Adjustments to reconcile net (loss) to net cash provided by operating activities:              
    Depreciation   277,773       358,187  
    Amortization   217,997       217,967  
    Employee stock-based compensation   410,062       499,273  
    Changes in operating assets and liabilities:              
    Accounts receivable   484,023       701,911  
    Accounts receivable, tax credit   1,494,612        
    Prepaid expenses and other   (143,539 )     (243,344 )
    Operating lease right-of-use assets   153,237       102,394  
    Other assets         20,000  
    Inventory   55,303       (6,769  
    Accounts payable and accrued expenses   (1,203,399 )     (1,158,059 )
    Operating lease liabilities   (160,253 )     (107,243 )
    Merchant reserves   35,000       12,000  
    Customer deposits   (11,636 )     (57,468 )
    Net cash provided by operating activities   1,374,210       88,661  
                   
    Investing Activities              
    Purchases of property and equipment   (313,254 )     (176,750 )
    Net cash (used in) investing activities   (313,254 )     (176,750 )
                   
    Financing Activities              
    Payments on equipment loan   (36,110 )     (14,431 )
    Proceeds from issuance of common stock   11,515        
    Purchases of treasury stock   (351,640 )     (44,823 )
    Assets held for customers   3,953,121       (6,748,838 )
    Net cash provided by (used in) financing activities   3,576,886       (6,808,092 )
                   
    Change in cash, cash equivalents, settlement processing assets, prepaid card loads, customer deposits and merchant reserves   4,637,842       (6,896,181 )
    Cash, cash equivalents, settlement processing assets, prepaid card loads, customer deposits and merchant reserves, beginning of year   87,618,491       90,810,089  
                   
    Cash, Cash Equivalents, Settlement Processing Assets, Prepaid Card Loads, Customer Deposits and Merchant Reserves, End of Period $ 92,256,333     $ 83,913,908  
                   
    Supplemental disclosures of cash flow information              
    Cash paid during the period for:              
    Interest $ 11,843     $ 13,585  
    Issuance of deferred stock compensation          
                   
    USIO, INC.
    STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
    (UNAUDITED)
     
      Common Stock     Additional Paid- In     Treasury     Deferred     Accumulated     Total Stockholders’  
      Shares     Amount     Capital     Stock     Compensation     Deficit     Equity  
                                                           
    Balance at December 31, 2024   29,902,415     $ 198,317     $ 99,676,457     $ (5,770,592 )   $ (6,914,563 )   $ (68,032,656 )   $ 19,156,963  
                                                           
    Adjustment to par value of common stock         (168,415 )     168,415                          
    Issuance of common stock under equity incentive plan   128,053       128       136,276                         136,404  
    Issuance of common stock under employee stock purchase plan   7,887       8       11,507                         11,515  
    Deferred compensation amortization                           273,658             273,658  
    Purchase of treasury stock costs                     (351,640 )                 (351,640 )
    Net (loss) for the period                                 (234,970 )     (234,970 )
                                                           
    Balance at March 31, 2025   30,038,355     $ 30,038     $ 99,992,655     $ (6,122,232 )   $ (6,640,905 )   $ (68,267,626 )   $ 18,991,930  
                                                           
    Balance at December 31, 2023   28,671,606     $ 197,087     $ 97,479,830     $ (4,362,150 )   $ (6,907,775 )   $ (71,338,153 )   $ 15,068,839  
                                                           
    Issuance of common stock under equity incentive plan   107,600       107       153,118                         153,225  
    Deferred compensation amortization                           346,047             346,047  
    Purchase of treasury stock costs                     (44,823 )                 (44,823 )
    Net (loss) for the period                                 (250,188 )     (250,188 )
                                                           
    Balance at March 31, 2024   28,779,206     $ 197,194     $ 97,632,948     $ (4,406,973 )   $ (6,561,728 )   $ (71,588,341 )   $ 15,273,100  
                                                           
    RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
    (UNAUDITED)
     
      Three Months Ended March 31,  
      2025     2024  
                   
    Reconciliation from Operating (loss) to Adjusted EBITDA:              
    Operating (loss) $ (239,584 )   $ (281,957 )
    Depreciation and amortization   495,770       576,154  
    EBITDA   256,186       294,197  
    Non-cash stock-based compensation expense, net   410,062       499,273  
    Adjusted EBITDA $ 666,248     $ 793,470  
                   
                   
    Calculation of Adjusted EBITDA margins:              
    Revenues $ 22,009,050     $ 20,970,386  
    Adjusted EBITDA $ 666,248     $ 793,470  
    Adjusted EBITDA margins   3.0 %     3.8 %
                   

    The MIL Network

  • MIL-OSI: Conifer Holdings Reports 2025 First Quarter Financial Results

    Source: GlobeNewswire (MIL-OSI)

    TROY, Mich., May 14, 2025 (GLOBE NEWSWIRE) — Conifer Holdings, Inc. (Nasdaq: CNFR) (“Conifer” or the “Company”) today announced results for the first quarter ended March 31, 2025.

    First Quarter 2025 Financial Highlights

    • Personal Lines production was up 22% for the period
    • Net income allocable to common shareholders of $522,000, or $0.04 per share
    • Book value increased to $2.09 per common share outstanding

    Management Comments

    Brian Roney, CEO of Conifer, commented, “While we were pleased to see continued growth in our Personal lines production, overall, Conifer had an up and down quarter, netting to a small gain. Of note for the period, book value did increase, but largely due to GAAP treatment of an expected earn-out payment.”

    2025 First Quarter Financial Results Overview

       
      At and for the
    Three Months Ended March 31,
      2025   2024   % Change
      (dollars in thousands, except share and per share amounts)
               
    Gross written premiums $ 16,173     $ 24,313     -33.5 %
    Net written premiums   10,840       15,391     -29.6 %
    Net earned premiums   10,315       16,887     -38.9 %
               
    Net investment income   1,289       1,546     -16.6 %
    Net realized investment gains (losses)   3           **
    Change in fair value of equity investments   (192 )     43     **
               
    Net income (loss) allocable to common shareholders   522       74     **
    Net income (loss) allocable to common shareholders per share, diluted $ 0.04     $ 0.01     **
               
    Adjusted operating income (loss)*   (3,684 )     1,314     **
    Adjusted operating income (loss) per share, diluted* $ (0.30 )   $ 0.11     **
               
    Book value per common share outstanding $ 2.09     $ 0.21      
               
    Weighted average shares outstanding, basic and diluted   12,222,881       12,222,881      
               
    Underwriting ratios:          
    Loss ratio (1)   89.7 %     62.0 %    
    Expense ratio (2)   50.8 %     34.7 %    
    Combined ratio (3)   140.5 %     96.7 %    
               
    * The “Definitions of Non-GAAP Measures” section of this release defines and reconciles data that are not based on generally accepted accounting principles.
    ** Percentage is not meaningful          
    (1) The loss ratio is the ratio, expressed as a percentage, of net losses and loss adjustment expenses to net earned premiums and other income from underwriting operations.
    (2) The expense ratio is the ratio, expressed as a percentage, of policy acquisition costs and other underwriting expenses to net earned premiums and other income from underwriting operations.
    (3) The combined ratio is the sum of the loss ratio and the expense ratio. A combined ratio under 100% indicates an underwriting profit. A combined ratio over 100% indicates an underwriting loss.
               

    2025 First Quarter Gross Written Premium

    Gross written premiums decreased 33.5% in the first quarter of 2025 to $16.2 million, compared to
    $24.3 million in the prior year period. This decrease reflects the Company’s strategic shift away from Commercial Lines premium following the sale of our agency group in 2024.

    Commercial Lines Financial and Operational Review

     
    Commercial Lines Financial Review
      Three Months Ended March 31,
      2025   2024   % Change
      (dollars in thousands)
               
    Gross written premiums $ 2,047     $ 12,762     -84.0 %
    Net written premiums   (1,604 )     8,287     -119.4 %
    Net earned premiums   1,331       8,797     -84.9 %
               
    Underwriting ratios:          
    Loss ratio   113.1 %     76.5 %    
    Expense ratio   25.3 %     32.7 %    
    Combined ratio   138.4 %     109.2 %    
               
    Contribution to combined ratio from net (favorable) adverse prior year development   -46.6 %     0.5 %    
               
    Accident year combined ratio (1)   185.0 %     108.7 %    
               
    (1) The accident year combined ratio is the sum of the loss ratio and the expense ratio, less changes in net ultimate loss estimates from prior accident year loss reserves. The accident year combined ratio provides management with an assessment of the specific policy year’s profitability and assists management in their evaluation of product pricing levels and quality of business written.
               

    The Company’s commercial lines of business represented 12.6% of total gross written premium in the first quarter of 2025. As noted above, premium decreased considerably year over year as Conifer continued to focus its underwriting efforts on Personal Lines business, notably our homeowner’s insurance portfolio in Texas and the Midwest.

    Personal Lines Financial and Operational Review

               
    Personal Lines Financial Review
      Three Months Ended March 31,
      2025   2024   % Change
      (dollars in thousands)
               
    Gross written premiums $ 14,126     $ 11,551     22.3 %
    Net written premiums   12,444       7,104     75.2 %
    Net earned premiums   8,984       8,090     11.1 %
               
    Underwriting ratios:          
    Loss ratio   86.3 %     46.2 %    
    Expense ratio   54.6 %     36.8 %    
    Combined ratio   140.9 %     83.0 %    
               
    Contribution to combined ratio from net (favorable) adverse prior year development   8.6 %     -6.3 %    
               
    Accident year combined ratio   132.3 %     89.3 %    
               

    Personal lines, representing 87.4% of total gross written premium for the quarter, consists primarily of low-value dwelling homeowner’s insurance in Texas and the Midwest.

    Personal lines gross written premium increased 22.3% from the prior year period to $14.1 million for the first quarter of 2025, led by growth in the Company’s low-value dwelling line of business in Texas.

    For the quarter, the loss ratio was impacted by ordinary seasonal storms, largely in Texas. As per the expected norm, we believe that the loss ratio should moderate as the year progresses.

    Combined Ratio Analysis

       
      Three Months Ended
    March 31,
      2025   2024
       
           
    Underwriting ratios:      
    Loss ratio 89.7 %   62.0 %
    Expense ratio 50.8 %   34.7 %
    Combined ratio 140.5 %   96.7 %
           
    Contribution to combined ratio from net (favorable) adverse prior year development 1.4 %   -2.7 %
           
    Accident year combined ratio 139.1 %   99.4 %
           

    Net Investment Income
    Net investment income was $1.3 million for the quarter ended March 31, 2025, compared to $1.5 million in the prior year period.

    Change in Fair Value of Equity Securities
    During the quarter, the Company reported a loss from the change in fair value of equity investments of $192,000, compared to a $43,000 gain in the prior year period.

    Net Income (Loss) allocable to common shareholders
    The Company reported net income allocable to common shareholders of $522,000, or $0.04 per share, for the first quarter of 2025.

    Adjusted Operating Income (Loss)
    There was an adjusted operating loss of $3.7 million, or $0.30 per share, for the first quarter ended March 31, 2025. See Definitions of Non-GAAP Measures.

    About Conifer Holdings
    Conifer Holdings, Inc. is a Michigan-based property and casualty holding company. Through its subsidiaries, Conifer offers specialty insurance coverage for largely personal lines, marketing through independent agents. The Company trades on the Nasdaq Capital Market under the symbol CNFR. Additional information is available on the Company’s website at www.ir.cnfrh.com.

    Definitions of Non-GAAP Measures
    Conifer prepares its public financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP). Statutory data is prepared in accordance with statutory accounting rules as defined by the National Association of Insurance Commissioners’ (NAIC) Accounting Practices and Procedures Manual, and therefore is not reconciled to GAAP data.

    We believe that investors’ understanding of Conifer’s performance is enhanced by our disclosure of adjusted operating income. Our method for calculating this measure may differ from that used by other companies and therefore comparability may be limited. We define adjusted operating income (loss), a non-GAAP measure, as net income (loss) excluding: 1) net realized investment gains and losses, 2) change in fair value of equity securities 3) change in fair value of contingent considerations and 4) net income (loss) from discontinued operations. We use adjusted operating income as an internal performance measure in the management of our operations because we believe it gives our management and other users of our financial information useful insight into our results of operations and our underlying business performance.

    Forward-Looking Statement

    This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance, and include Conifer’s expectations regarding premiums, earnings, its capital position, expansion, and growth strategies. The forward-looking statements contained in this press release are based on management’s good-faith belief and reasonable judgment based on current information. The forward-looking statements are qualified by important factors, risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those in the forward-looking statements, including those described in our form 10-K (“Item 1A Risk Factors”) filed with the SEC on March 28, 2025 and subsequent reports filed with or furnished to the SEC. Any forward-looking statement made by us in this report speaks only as of the date hereof or as of the date specified herein. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable laws or regulations.

    Reconciliations of adjusted operating income (loss) and adjusted operating income (loss) per share:

       
      Three Months Ended
    March 31,
      2025   2024
      (dollar in thousands, except share and per share amounts)
           
    Net income (loss) $ 522     $ 231  
    Less:      
    Net realized investment gains (losses)   3        
    Change in fair value of equity securities   (192 )     43  
    Change in fair value of contingent considerations   4,395        
    Net income (loss) from discontinued operations         (1,126 )
    Impact of income tax expense (benefit) from adjustments *          
    Adjusted operating income (loss) $ (3,684 )   $ 1,314  
           
    Weighted average common shares, diluted   12,222,881       12,222,881  
           
    Diluted income (loss) per common share:      
    Net income (loss) $ 0.04     $ 0.02  
    Less:      
    Net realized investment gains (losses)          
    Change in fair value of equity securities   (0.02 )     0.01  
    Change in fair value of contingent considerations   0.36        
    Net income (loss) from discontinued operations         (0.10 )
    Impact of income tax expense (benefit) from adjustments *          
    Adjusted operating income (loss), per share $ (0.30 )   $ 0.11  
           

    * The Company has recorded a full valuation allowance against its deferred tax assets as of March 31, 2025 and March 31, 2024, respectively. As a result, there were no taxable impacts to adjusted operating income from the adjustments to net income (loss) in the table above after taking into account the use of NOLs and the change in the valuation allowance.

             
    Conifer Holdings, Inc. and Subsidiaries
    Consolidated Balance Sheets
    (dollars in thousands)
             
        March 31,   December 31,
        2025   2024
    Assets   (Unaudited)    
    Investment securities:        
    Debt securities, at fair value (amortized cost of $106,636 and $117,827, respectively)   $ 96,023     $ 105,665  
    Equity securities, at fair value (cost of $1,838 and $1,836, respectively)     1,411       1,603  
    Short-term investments, at fair value     42,066       21,151  
    Total investments     139,500       128,419  
             
    Cash and cash equivalents     10,281       27,654  
    Premiums and agents’ balances receivable, net     9,568       9,901  
    Reinsurance recoverables on unpaid losses     77,872       84,490  
    Reinsurance recoverables on paid losses     11,666       6,919  
    Prepaid reinsurance premiums     5,403       6,088  
    Deferred policy acquisition costs     6,647       6,380  
    Receivable from contingent considerations     12,465       8,070  
    Other assets     3,672       3,735  
    Total assets   $ 277,074     $ 281,656  
             
    Liabilities and Shareholders’ Equity        
    Liabilities:        
    Unpaid losses and loss adjustment expenses   $ 176,362     $ 189,285  
    Unearned premiums     30,645       30,590  
    Reinsurance premiums payable     2,488       1  
    Debt     11,996       11,932  
    Mandatorily redeemable preferred stock     5,651        
    Funds held under reinsurance agreements     20,964       25,829  
    Accounts payable and accrued expenses     3,383       2,494  
    Total liabilities     251,489       260,131  
             
    Commitments and contingencies            
             
    Shareholders’ equity:        
    Common stock, no par value (100,000,000 shares authorized; 12,222,881 issued and outstanding, respectively)     100,117       98,178  
    Accumulated deficit     (62,631 )     (63,153 )
    Accumulated other comprehensive income (loss)     (11,901 )     (13,500 )
    Total shareholders’ equity     25,585       21,525  
    Total liabilities and shareholders’ equity   $ 277,074     $ 281,656  
             
    Conifer Holdings, Inc. and Subsidiaries
    Consolidated Statements of Operations (Unaudited)
    (dollars in thousands, except share and per share data)
             
        Three Months Ended
        March 31
        2025   2024
             
    Revenue and Other Income        
    Premiums        
    Gross earned premiums   $ 16,118     $ 34,232  
    Ceded earned premiums     (5,803 )     (17,345 )
    Net earned premiums     10,315       16,887  
    Net investment income     1,289       1,546  
    Net realized investment gains (losses)     3        
    Change in fair value of equity securities     (192 )     43  
    Other income     65       149  
    Change in fair value of contingent considerations     4,395        
    Total revenue and other income     15,875       18,625  
             
    Expenses        
    Losses and loss adjustment expenses, net     9,274       10,520  
    Policy acquisition costs     2,677       3,160  
    Operating expenses     2,861       2,862  
    Interest expense     541       877  
    Total expenses     15,353       17,419  
             
    Income (loss) from continuing operations before income taxes     522       1,206  
    Income tax expense (benefit)           (151 )
             
    Net income (loss) from continuing operations   $ 522     $ 1,357  
    Net income (loss) from discontinued operations           (1,126 )
    Net income (loss)     522       231  
    Series A Preferred Stock dividends           157  
    Net income (loss) allocable to common shareholders   $ 522     $ 74  
             
    Earnings (loss) per common share, basic and diluted        
    Net income (loss) from continuing operations   $ 0.04     $ 0.11  
    Net income (loss) from discontinued operations   $     $ (0.10 )
    Net income (loss) allocable to common shareholders   $ 0.04     $ 0.01  
             
    Weighted average common shares outstanding, basic and diluted     12,222,881       12,222,881  
             

    For Further Information:
    Jessica Gulis, 248.559.0840
    ir@cnfrh.com

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