Category: Taxation

MIL-OSI: Capital Southwest Announces Financial Results for Fourth Fiscal Quarter and Fiscal Year Ended March 31, 2025

Source: GlobeNewswire (MIL-OSI)

DALLAS, May 14, 2025 (GLOBE NEWSWIRE) — Capital Southwest Corporation (“Capital Southwest,” “CSWC” or the “Company”) (Nasdaq: CSWC), an internally managed business development company focused on providing flexible financing solutions to support the acquisition and growth of middle market businesses, today announced its financial results for the fourth fiscal quarter and year ended March 31, 2025.

Fourth Quarter Fiscal Year 2025 Financial Highlights

Total Investment Portfolio: $1.8 billion
- Credit Portfolio of $1.6 billion
  - 99% 1st Lien Senior Secured Debt
  - $146.2 million in new committed credit investments during the quarter
  - Weighted Average Yield on Debt Investments: 11.7%
  - Current non-accruals with a fair value of $30.6 million, representing 1.7% of the total investment portfolio
- Equity Portfolio of $179.4 million
  - $3.8 million in new equity co-investments during the quarter
Pre-Tax Net Investment Income:
- $28.5 million, or $0.56 per weighted average common share outstanding
- Adjusted pre-tax net investment income of $31.3 million, or $0.61 per weighted average common share outstanding, excluding one-time net expenses of $2.8 million, or $0.05 per share, related to the departure of our former President and Chief Executive Officer⁽¹⁾
Estimated Undistributed Taxable Income (“UTI”): $0.79 per share as of March 31, 2025
LTM Operating Leverage: 1.7% for the quarter ended March 31, 2025
Dividends: Paid $0.58 per share Regular Dividend and $0.06 per share Supplemental Dividend
- 110% LTM Pre-Tax NII Regular Dividend Coverage
- Total Dividends for the quarter ended March 31, 2025 of $0.64 per share
Net Realized and Unrealized Depreciation: $10.3 million, or 0.6% of total investments at fair value
- $19.3 million of net appreciation related to the equity portfolio
- $25.7 million of net depreciation related to the credit portfolio
- $3.9 million realized and unrealized income tax provision
Balance Sheet:
- Cash and Cash Equivalents: $43.2 million
- Total Net Assets: $883.6 million
- Net Asset Value (“NAV”) per Share: $16.70

Fiscal Year 2025 Financial Highlights

Total Investment Portfolio: Increased by $308.7 million in total fair value, from $1.5 billion to $1.8 billion, representing 21% growth during the year
- Credit Portfolio increased by $261.3 million, representing 19% growth during the year
Investment Revenue: $204.4 million for the year ended March 31, 2025, representing a $26.3 million, or 15% increase, as compared to March 31, 2024
Operating Leverage: Remained flat at 1.7% as of March 31, 2025 as compared to March 31, 2024
Dividends: Declared and paid total dividends of $2.54 per share
- $2.31 per share in regular dividends, an increase of 3% compared to the prior year
- $0.23 per share in supplemental dividends
- Estimated UTI balance at the end of the fiscal year ended March 31, 2025 was $0.79 per share

In commenting on the Company’s results, Michael Sarner, President and Chief Executive Officer, stated, “The March quarter was another strong quarter for Capital Southwest, with approximately $150 million of new committed originations. Our portfolio continued to generate significant income for our shareholders, producing $0.61 of adjusted pre-tax net investment income per share,⁽¹⁾ or $0.56 of pre-tax net investment income per share, for the quarter. In consideration of the continued performance of our portfolio, our Board of Directors has again declared a regular dividend of $0.58 per share for the quarter ending June 30, 2025. Our Board of Directors also has declared a supplemental dividend of $0.06 per share for the quarter ending June 30, 2025, resulting in total dividends for the quarter of $0.64 per share. While future dividend declarations are at the discretion of our Board of Directors, it is our intent to continue to distribute quarterly supplemental dividends for the foreseeable future based on our current UTI balance of $0.79 per share, additional harvested gains which occurred subsequent to quarter end and significant net unrealized appreciation in our equity portfolio. We continued to efficiently raise equity capital during the quarter, raising over $68 million on our Equity ATM Program. In April 2025, we increased commitments by $25 million on our Corporate Credit Facility to $510 million. Additionally, we received a license from the U.S. Small Business Administration to operate a second SBIC subsidiary. This license provides Capital Southwest with access to up to an additional $175 million in cost effective debt capital, bringing Capital Southwest’s aggregate borrowing capacity through the SBIC program to a total of up to $350 million.”

Fourth Quarter Fiscal Year Investment Activities

During the quarter ended March 31, 2025, the Company originated $149.9 million in new commitments, consisting of investments in four new portfolio companies totaling $116.3 million and add-on commitments in 15 portfolio companies totaling $33.6 million. New committed originations were comprised of $146.1 million 1st lien senior secured debt and $3.8 million equity.

During the quarter ended March 31, 2025, the Company received proceeds of $40.6 million from nine portfolio company prepayments and exits, generating net realized gains of $5.1 million. Total proceeds were comprised of $24.6 million from debt investments and $16.0 million from equity investments.

Fourth Fiscal Quarter 2025 Operating Results

For the quarter ended March 31, 2025, Capital Southwest reported total investment income of $52.4 million, compared to $52.0 million in the prior quarter. The increase in investment income was primarily attributable to an increase in interest income due to an increase in the average cost basis of investments held, offset by a decrease in prepayment and arranger fees received during the quarter.

For the quarter ended March 31, 2025, total operating expenses (excluding interest expense) were $8.7 million, compared to $6.6 million in the prior quarter. The increase was primarily attributable to $2.8 million in one-time expenses related to the departure of our former President and Chief Executive Officer during the current quarter.

For the quarter ended March 31, 2025, interest expense was $15.2 million, compared to $14.7 million in the prior quarter. The increase was primarily attributable to an increase in average debt outstanding.

For the quarter ended March 31, 2025, total pre-tax net investment income was $28.5 million, compared to $30.7 million in the prior quarter.

For the quarter ended March 31, 2025, there was a tax provision of $0.6 million, compared to a tax provision of $0.4 million in the prior quarter.

During the quarter ended March 31, 2025, Capital Southwest recorded total net realized and unrealized losses on investments of $10.3 million, compared to $13.7 million of total net realized and unrealized losses in the prior quarter. For the quarter ended March 31, 2025, the total net realized and unrealized losses on investments reflected net realized and unrealized gains on equity investments of $19.3 million, net realized and unrealized losses on debt investments of $25.7 million and realized and unrealized income tax provision of $3.9 million. The net increase in net assets resulting from operations was $17.6 million for the quarter, compared to $16.3 million in the prior quarter.

The Company’s NAV at March 31, 2025 was $16.70 per share, compared to $16.59 per share in the prior quarter. The increase in NAV per share from the prior quarter is primarily due to the issuance of common stock at a premium to NAV per share through the Equity ATM Program (as described below), partially offset by net realized and unrealized losses on investments.

Fiscal Year 2025 Operating Results

For the year ended March 31, 2025, Capital Southwest reported total investment income of $204.4 million, compared to $178.1 million in the prior year. The increase in investment income was primarily attributable to an increase in average debt investments outstanding and an increase in arranger fees, partially offset by a decrease in weighted average yield on debt investments and a decrease in dividend income.

For the year ended March 31, 2025, total operating expenses (excluding interest expense) were $29.0 million, compared to $24.1 million in the prior year. The increase in operating expenses (excluding interest expense) during the current year was primarily attributable to one-time expenses related to the departure of our former President and Chief Executive Officer during the current year, an increase in professional fees and an increase in general and administrative expenses.

For the year ended March 31, 2025, interest expense was $55.0 million, compared to $43.1 million in the prior year. The increase was primarily attributable to an increase in average debt outstanding and an increase in the weighted average interest rate on total debt.

For the year ended March 31, 2025, total pre-tax net investment income was $120.4 million, compared to $110.9 million in the prior year.

During the year ended March 31, 2025, Capital Southwest recorded total net realized and unrealized losses on investments of $47.2 million, compared to $26.3 million in the prior year. For the year ended March 31, 2025, the total net realized and unrealized losses on investments reflected net realized and unrealized gains on equity of $28.4 million, net realized and unrealized losses on debt of $69.0 million and realized and unrealized income tax provision of $6.6 million. The net increase in net assets resulting from operations was $70.5 million, compared to $83.4 million in the prior year.

The Company’s NAV at March 31, 2025 was $16.70, as compared to $16.77 at March 31, 2024. The decrease in NAV per share from the prior year is primarily due to net realized and unrealized losses on investments, partially offset by the issuance of common stock at a premium to NAV per share through the Equity ATM Program (as described below).

Liquidity and Capital Resources

At March 31, 2025, Capital Southwest had approximately $43.2 million in unrestricted cash and money market balances and $341.2 million of unused capacity under the Corporate Credit Facility (as defined below) and the SPV Credit Facility (as defined below). The regulatory debt to equity ratio at the end of the quarter was 0.89 to 1.

As of March 31, 2025, Capital Southwest had the following borrowings outstanding:

$235.0 million of total debt outstanding on the Corporate Credit Facility
$108.0 million of total debt outstanding on the SPV Credit Facility
$148.8 million, net of unamortized debt issuance costs, of the 3.375% Notes due October 2026
$70.2 million, net of unamortized debt issuance costs, of the 7.75% Notes due August 2028
$223.1 million, net of amortized debt issuance costs, of the 5.125% convertible notes due November 2029
$170.9 million, net of unamortized debt issuance costs, of SBA Debentures (as defined below)

In August 2016, CSWC entered into a senior secured credit facility (the “Corporate Credit Facility”) to provide additional liquidity to support its investment and operational activities. Borrowings under the Corporate Credit Facility accrue interest on a per annum basis at a rate equal to the applicable SOFR rate plus 2.15%. On August 2, 2023, CSWC entered into the Third Amended and Restated Senior Secured Revolving Credit Agreement (the “Credit Agreement”) that (1) increased commitments under the Corporate Credit Facility from $400 million to $435 million; (2) added an uncommitted accordion feature that could increase the maximum commitments up to $750 million; (3) extended the end of the Corporate Credit Facility’s revolving period from August 9, 2025 to August 2, 2027 and extended the final maturity from August 9, 2026 to August 2, 2028; and (4) amended several financial covenants. On December 7, 2023, the Company entered into an Incremental Commitment and Assumption Agreement that increased the total commitments under the accordion feature of the Credit Agreement by $25 million, which increased total commitments from $435 million to $460 million. The $25 million increase was provided by one new lender, bringing the total bank syndicate to ten participants. On September 12, 2024, the Company entered into an Incremental Commitment and Assumption Agreement that increased the total commitments under the accordion feature of the Credit Agreement by $25 million, which increased total commitments from $460 million to $485 million. The $25 million increase was provided by one new lender, bringing the total bank syndicate to 11 participants. On April 9, 2025, the Company entered into Incremental Commitment and Assumption Agreements that increased the total commitments under the accordion feature of the Credit Agreement by $25 million, which increased total commitments from $485 million to $510 million. The $25 million increase was provided by two existing lenders.

Capital Southwest SPV LLC (“SPV”) is a wholly owned special purpose vehicle that was formed to hold investments for the SPV Credit Facility (as defined below) to support our investment and operating activities. On March 20, 2024, SPV entered into a special purpose vehicle financing credit facility (the “SPV Credit Facility”). The SPV Credit Facility included an initial commitment of $150 million. Pursuant to the terms of the loan agreement, on June 20, 2024, total commitments automatically increased from $150 million to $200 million. The SPV Credit Facility also includes an accordion feature that allows increases up to $400 million of total commitments from new and existing lenders on the same terms and conditions as the existing commitments. Borrowings under the SPV Credit Facility bear interest at three-month Term SOFR plus 2.50% per annum during the revolving period ending on March 20, 2027 and three-month Term SOFR plus an applicable margin of 2.85% thereafter. SPV (i) paid unused commitment fees of 0.10% through April 20, 2024 and (ii) pays unused commitment fees of 0.35% thereafter, on the unused lender commitments under the SPV Credit Facility, in addition to other customary fees. Under the SPV Credit Facility, SPV also pays a utilization fee based on the amount of borrowings utilized. The SPV Credit Facility matures on March 20, 2029.

On November 4, 2024, the Company issued $230.0 million in aggregate principal amount of 5.125% convertible notes due 2029 (the “2029 Convertible Notes”), including the underwriters’ full exercise of their option to purchase an additional $30.0 million in aggregate principal amount to cover over-allotments. The 2029 Convertible Notes bear interest at a rate of 5.125% per year, payable quarterly on February 15, May 15, August 15 and November 15 of each year. The 2029 Convertible Notes will mature on November 15, 2029, unless earlier converted, redeemed or repurchased. The conversion rate was initially 40.0000 shares of common stock per $1,000 principal amount of 2029 Convertible Notes (equivalent to an initial conversion price of $25.00 per share of common stock), subject to adjustment in some events.

On December 9, 2024, the Company redeemed $140.0 million in aggregate principal amount of the issued and outstanding 4.50% notes due 2026 (the “January 2026 Notes”) in full. The January 2026 Notes were redeemed at 100% of their principal amount, plus the accrued and unpaid interest thereon, through, but excluding the redemption date. Accordingly, the Company recognized a realized loss on extinguishment of debt, equal to the write-off of the related unamortized debt issuance costs, of $0.4 million during the quarter ended December 31, 2024. There was no “make-whole” premium required to be paid in connection with the redemption.

The Company has an “at-the-market” offering (the “Equity ATM Program”), pursuant to which the Company may offer and sell, from time to time through sales agents, up to $1 billion of shares of its common stock. During the quarter ended March 31, 2025, the Company sold 2,992,513 shares of its common stock under the Equity ATM Program at a weighted-average price of $22.91 per share, raising $68.6 million of gross proceeds. Net proceeds were $67.5 million after commissions to the sales agents on shares sold. As of March 31, 2025, the Company has $290.0 million available under the Equity ATM Program.

Our wholly owned subsidiaries, Capital Southwest SBIC I, LP (“SBIC I”) and Capital Southwest SBIC II, LP (“SBIC II” and together with SBIC I, the “SBIC Subsidiaries”), received a license from the Small Business Administration (the “SBA”) to operate as a Small Business Investment Company (“SBIC”) under Section 301(c) of the Small Business Investment Act of 1958, as amended, on April 20, 2021 and April 17, 2025, respectively. The SBIC licenses allow the SBIC Subsidiaries to obtain leverage by issuing SBA-guaranteed debentures (“SBA Debentures”), subject to the issuance of a leverage commitment by the SBA. SBA debentures are loans issued to an SBIC that have interest payable semi-annually and a ten-year maturity. The interest rate is fixed shortly after issuance at a market-driven spread over U.S. Treasury Notes with ten-year maturities. For two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $350 million. As of March 31, 2025, SBIC I had a total leverage commitment from the SBA in the amount of $175.0 million, all of which was drawn.

Share Repurchase Program

On July 28, 2021, the Company’s Board of Directors (the “Board”) approved a share repurchase program authorizing the Company to repurchase up to $20 million of its outstanding shares of common stock in the open market at certain thresholds below its NAV per share, in accordance with guidelines specified in Rules 10b5-1(c)(1)(i)(B) and 10b-18 under the Securities Exchange Act of 1934, as amended. On August 31, 2021, the Company entered into a share repurchase agreement, which became effective immediately, and the Company will cease purchasing its common stock under the share repurchase program upon the earlier of, among other things: (1) the date on which the aggregate purchase price for all shares equals $20 million including, without limitation, all applicable fees, costs and expenses; or (2) upon written notice by the Company to the broker that the share repurchase agreement is terminated. During the quarter ended March 31, 2025, the Company did not repurchase any shares of the Company’s common stock under the share repurchase program.

Regular Dividend of $0.58 Per Share and Supplemental Dividend of $0.06 Per Share for Quarter Ended June 30, 2025

On April 25, 2025, the Board declared a total dividend of $0.64 per share for the quarter ending June 30, 2025, comprised of a Regular Dividend of $0.58 per share and a Supplemental Dividend of $0.06 per share.

The Company’s dividend will be payable as follows:

Regular Dividend

Amount Per Share: $0.58
Ex-Dividend Date: June 13, 2025
Record Date: June 13, 2025
Payment Date: June 30, 2025

Supplemental Dividend

Amount Per Share: $0.06
Ex-Dividend Date: June 13, 2025
Record Date: June 13, 2025
Payment Date: June 30, 2025

When declaring dividends, the Board of Directors reviews estimates of taxable income available for distribution, which may differ from net investment income under generally accepted accounting principles. The final determination of taxable income for each year, as well as the tax attributes for dividends in such year, will be made after the close of the tax year.

Capital Southwest maintains a dividend reinvestment plan (“DRIP”) that provides for the reinvestment of dividends on behalf of its registered stockholders who hold their shares with Capital Southwest’s transfer agent and registrar, Equiniti Trust Company. Under the DRIP, if the Company declares a dividend, registered stockholders who have opted into the DRIP by the dividend record date will have their dividend automatically reinvested into additional shares of Capital Southwest’s common stock.

Fourth Quarter 2025 Earnings Results Conference Call and Webcast

Capital Southwest has scheduled a conference call on Thursday, May 15, 2025, at 11:00 a.m. Eastern Time to discuss the fourth quarter 2025 financial results. You may access the call by using the Investor Relations section of Capital Southwest’s website at www.capitalsouthwest.com, or by using http://edge.media-server.com/mmc/p/s389iru5.

An audio archive of the conference call will also be available on the Investor Relations section of Capital Southwest’s website.

For a more detailed discussion of the financial and other information included in this press release, please refer to the Capital Southwest’s Form 10-K for the period ended March 31, 2025 to be filed with the Securities and Exchange Commission (the “SEC”) and Capital Southwest’s Fourth Fiscal Quarter 2025 Earnings Presentation to be posted on the Investor Relations section of Capital Southwest’s website at www.capitalsouthwest.com.

About Capital Southwest

Capital Southwest Corporation (Nasdaq: CSWC) is a Dallas, Texas-based, internally managed business development company with approximately $1.8 billion in investments at fair value as of March 31, 2025. Capital Southwest is a middle market lending firm focused on supporting the acquisition and growth of middle market businesses with $5 million to $50 million investments across the capital structure, including first lien, second lien and non-control equity co-investments. As a public company with a permanent capital base, Capital Southwest has the flexibility to be creative in its financing solutions and to invest to support the growth of its portfolio companies over long periods of time.

Forward-Looking Statements

This press release contains historical information and forward-looking statements with respect to the business and investments of Capital Southwest, including, but not limited to, the statements about Capital Southwest’s future performance and financial performance and financial condition, and the timing, form and amount of any distributions or supplemental dividends in the future. Forward-looking statements are statements that are not historical statements and can often be identified by words such as “will,” “believe,” “expect” and similar expressions and variations or negatives of these words. These statements are based on management’s current expectations, assumptions and beliefs. They are not guarantees of future results and are subject to numerous risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statement. These risks include risks related to: changes in the markets in which Capital Southwest invests; changes in the financial, capital, and lending markets; changes in the interest rate environment and its impact on our business and our portfolio companies; regulatory changes; tax treatment; our ability to operate the SBIC Subsidiaries as small business investment companies; the uncertainty associated with the imposition of tariffs and trade barriers and changes in trade policy and its impact on our portfolio companies and our financial condition; an economic downturn and its impact on the ability of our portfolio companies to operate and the investment opportunities available to us; the impact of supply chain constraints on our portfolio companies; and the elevated levels of inflation and its impact on our portfolio companies and the industries in which we invests.

Readers should not place undue reliance on any forward-looking statements and are encouraged to review Capital Southwest’s Annual Report on Form 10-K for the year ended March 31, 2025 and any subsequent filings with the SEC, including the “Risk Factors” sections therein, for a more complete discussion of the risks and other factors that could affect any forward-looking statements. Except as required by the federal securities laws, Capital Southwest does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changing circumstances or any other reason after the date of this press release.

Investor Relations Contact:

Michael S. Sarner, President and Chief Executive Officer
214-884-3829

(1) Adjusted pre-tax net investment income is a non-GAAP measure. This non-GAAP measure is included to supplement the Company’s financial information presented in accordance with GAAP and because the Company believes such measure is a useful indicator of operations and enhances investors’ ability to analyze trends in the Company’s business exclusive of a tax provision and the one-time net expenses related to the departure of Capital Southwest’s former President and Chief Executive Officer. However, the non-GAAP measure has limitations and should not be considered in isolation or as a substitute for analysis of the Company’s financial results as reported under GAAP.

Non-GAAP measures are not in accordance with, or an alternative to, measures prepared in accordance with GAAP and may be different from non-GAAP measures used by other companies. In addition, non-GAAP measures are not based on any comprehensive set of accounting rules or principles. This measure should only be used to evaluate the Company’s results of operations in conjunction with its corresponding GAAP measure. Pursuant to the requirements of Item 10(e) of Regulation S-K, as promulgated under the Securities Exchange Act of 1934, as amended, the Company has provided a reconciliation of these non-GAAP measures in the above disclosure.

CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(In thousands, except shares and per share data)

	March 31,			March 31,
		2025			2024
	(Unaudited)
Assets
Investments at fair value:
Non-control/Non-affiliate investments (Cost: $1,403,623 and $1,276,690, respectively)	$	1,436,316		$	1,286,355
Affiliate investments (Cost: $304,824 and $200,013, respectively)		292,891			190,206
Control investments (Cost: $70,913 and $0, respectively)		56,092			—
Total investments (Cost: $1,779,360 and $1,476,703, respectively)		1,785,299			1,476,561
Cash and cash equivalents		43,221			32,273
Restricted cash		1,650			—
Receivables:
Dividends and interest		30,303			22,928
Escrow		1,926			16
Other		2,018			7,276
Income tax receivable		94			336
Debt issuance costs (net of accumulated amortization of $10,357 and $7,741, respectively)		9,266			10,928
Other assets		9,063			6,440
Total assets	$	1,882,840		$	1,556,758

Liabilities
SBA Debentures (net of $4,082 and $4,305, respectively, of unamortized debt issuance costs)	$	170,918		$	148,695
January 2026 Notes (net of $0 and $612, respectively, of unamortized debt issuance costs)		—			139,388
October 2026 Notes (net of $1,154 and $1,923, respectively, of unamortized debt issuance costs)		148,846			148,077
August 2028 Notes (net of $1,681 and $2,182, respectively, of unamortized debt issuance costs)		70,194			69,693
2029 Convertible Notes (net of $6,893 and $0, respectively, of unamortized debt issuance costs)		223,107			—
Credit Facilities		343,000			265,000
Other liabilities		23,038			17,381
Accrued restoration plan liability		555			570
Income tax payable		2,769			281
Deferred tax liability		16,780			11,997
Total liabilities		999,207			801,082

Commitments and contingencies (Note 12)

Net Assets
Common stock, $0.25 par value: authorized, 75,000,000 shares at March 31, 2025 and March 31, 2024; issued, 52,912,796 shares at March 31, 2025 and 45,050,759 shares at March 31, 2024		13,228			11,263
Additional paid-in capital		959,123			796,945
Total distributable (loss) earnings		(88,718	)		(52,532	)
Total net assets		883,633			755,676
Total liabilities and net assets	$	1,882,840		$	1,556,758
Net asset value per share (52,912,796 shares outstanding at March 31, 2025 and 45,050,759 shares outstanding at March 31, 2024)	$	16.70		$	16.77

CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except shares and per share data)

	Years Ended
	March 31,
		2025			2024			2023
	(Unaudited)
Investment income:
Interest income:
Non-control/Non-affiliate investments	$	152,952		$	133,329		$	87,982
Affiliate investments		20,015			17,209			11,658
Control investments		1,226			—			—
Payment-in-kind interest income:
Non-control/Non-affiliate investments		9,819			7,737			2,382
Affiliate investments		2,214			2,471			3,060
Control investments		644			—			—
Dividend income:
Non-control/Non-affiliate investments		4,125			3,533			1,824
Affiliate investments		421			230			141
Control investments		—			7,983			7,337
Fee income:
Non-control/Non-affiliate investments		8,340			4,257			4,057
Affiliate investments		2,179			759			638
Control investments		135			82			100
Other income		2,369			545			121
Total investment income		204,439			178,135			119,300
Operating expenses:
Compensation		11,143			10,631			9,870
Share-based compensation		6,963			4,518			3,705
Interest		54,959			43,088			28,873
Professional fees		4,685			3,705			3,180
General and administrative		6,242			5,244			4,632
Total operating expenses		83,992			67,186			50,260
Income before taxes		120,447			110,949			69,040
Federal income, excise and other taxes		1,424			1,135			630
Deferred taxes		841			(191	)		(301	)
Total income tax provision		2,265			944			329
Net investment income	$	118,182		$	110,005		$	68,711
Realized (loss) gain
Non-control/Non-affiliate investments	$	(46,722	)	$	(18,062	)	$	(5,872	)
Affiliate investments		273			(6,500	)		(11,027	)
Control investments		(260	)		(15,047	)		—
Income tax (provision) benefit		(2,941	)		(286	)		(130	)
Total net realized (loss) gain on investments, net of tax		(49,650	)		(39,895	)		(17,029	)
Net unrealized appreciation (depreciation) on investments
Non-control/Non-affiliate investments		916			1,584			(6,942	)
Affiliate investments		6,354			(6,688	)		6,014
Control investments		(1,188	)		18,727			(11,147	)
Income tax (provision) benefit		(3,659	)		17			(6,514	)
Total net unrealized appreciation (depreciation) on investments, net of tax		2,423			13,640			(18,589	)
Net realized and unrealized (losses) gains on investments		(47,227	)		(26,255	)		(35,618	)
Realized loss on extinguishment of debt		(387	)		(361	)		—
Realized loss on disposal of fixed assets		(20	)		—			—
Net increase in net assets from operations	$	70,548		$	83,389		$	33,093

Pre-tax net investment income per share – basic	$	2.50		$	2.72		$	2.30
Net investment income per share – basic	$	2.46		$	2.70		$	2.29
Net increase in net assets from operations – basic	$	1.47		$	2.05		$	1.10
Net increase in net assets from operations – diluted	$	1.47		$	2.05		$	1.10
Weighted average common shares outstanding – basic		47,448,093			40,727,133			30,015,533
Weighted average common shares outstanding – diluted		51,187,714			40,727,133			30,015,533

The MIL Network –

May 15, 2025

MIL-OSI: Epsilon Reports First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

HOUSTON, May 14, 2025 (GLOBE NEWSWIRE) — Epsilon Energy Ltd. (“Epsilon” or the “Company”) (NASDAQ: EPSN) today reported first quarter 2025 financial and operating results.

First Quarter 2025 Highlights:

Epsilon – Q1 2025
		Q1 2025	Q4 2024	Q1 2024	QoQ%		YoY%
NRI Production
Gas	MMcf	2,740	1,765	1,666	55	%	64	%
Oil	Mbbl	46	52	37	-12	%	24	%
NGL	Mbbl	16	17	16	-6	%	-2	%
Total	Mmcfe	3,108	2,176	1,982	43	%	57	%

Revenues	$M
Gas		10,614	3,958	2,963	168	%	258	%
Oil		3,270	3,537	2,715	-8	%	20	%
NGL		387	385	373	1	%	4	%
Midstream¹		1,892	1,060	1,936	79	%	-2	%
Total		16,163	8,940	7,987	81	%	102	%

Realized Prices²
Gas	$/Mcf	3.87	2.24	1.78	73	%	118	%
Oil	$/Bbl	71.76	68.38	74.13	5	%	-3	%
NGL	$/Bbl	24.52	22.98	23.16	7	%	6	%

Adj. EBITDA	$M	10,609	5,335	4,595	99	%	131	%

Cash + STI³	$M	7,363	6,990	15,447	5	%	-52	%

Capex⁴	$M	8,035	3,804	21,466	111	%	-63	%

Dividend	$M	1,376	1,370	1,370	0	%	0	%

Share Buybacks	$M	0	0	1,199			-100	%

1) Net of elimination entry for fees paid by Epsilon
2) Excludes impact of hedge realizations
3) Includes restricted cash balance
4) Includes acquisitions

Operations Update:

Epsilon’s capital expenditures were $8.0 million for the quarter ended March 31, 2025. These were primarily related to the drilling and completion of 2 gross (0.5 net) Glauconitic wells in the Garrington area of Alberta, Canada (including $4.9 million in drilling carry in favor of the operator to earn a 25% working interest in the large leasehold position).

Jason Stabell, Epsilon’s Chief Executive Officer, commented, “Our Marcellus business performed very well during the quarter with all delayed turn-in-line wells now on production and the lifting of the curtailments we sustained for most of last year. As a result, total gas volumes were up over 50% quarter over quarter. Realized gas prices also rebounded strongly, with Marcellus cash-flows (revenues less operating expenses) up over 200% quarter over quarter and up over 450% from the first quarter last year. This demonstrates the leverage we have in the basin to incremental development in a strong natural gas market. As mentioned previously, we have meaningful remaining undeveloped inventory there. However, we don’t expect any additional development this year.

In Texas, current plans call for 2 gross (0.5 net) new wells over the remainder of the year, in line with our development obligations on the leasehold. The Barnett wells are still economic at current oil prices, but any escalation in activity levels will require higher sustained prices.

Our first two wells in the Alberta JV we entered in October are now on production. Our operating partner is currently evaluating inflow performance and sizing artificial lift and facilities. The current plan is to drill 2 more wells there over the remainder of the year.

With our diversified assets, commodity mix and balance sheet, we remain in a strong position to take advantage of accretive opportunities.”

Current Hedge Book:

NG Hedge Book				Realized – Q125
2025		Jan-25		Feb-25		Mar-25		Apr-25		May-25		Jun-25		Jul-25		Aug-25		Sep-25		Oct-25		Nov-25		Dec-25
NYMEX Henry Hub (LD)
Fixed Swaps	MMBTUs	(232,500	)	(210,000	)	(387,500	)	(255,000	)	(418,500	)	(255,000	)	(263,500	)	(263,500	)	(255,000	)	(263,500	)	(120,000	)	(120,000	)
Hedges per Day	p/day	(7,500	)	(7,500	)	(12,500	)	(8,500	)	(13,500	)	(8,500	)	(8,500	)	(8,500	)	(8,500	)	(8,500	)	(4,000	)	(4,000	)
WA Strike Price	$ / MMBTU	3.47		3.47		3.68		3.21		3.12		3.21		3.21		3.21		3.21		3.21		4.66		4.66
Tenn Z4 300L Basis
Basis Swaps	MMBTUs	(232,500	)	(210,000	)	(232,500	)	(255,000	)	(263,500	)	(255,000	)	(263,500	)	(263,500	)	(255,000	)	(263,500	)
Hedges per Day	p/day	(7,500	)	(7,500	)	(7,500	)	(8,500	)	(8,500	)	(8,500	)	(8,500	)	(8,500	)	(8,500	)	(8,500	)
WA Strike Price	$ / MMBTU	(0.74	)	(0.74	)	(0.74	)	(0.95	)	(0.95	)	(0.95	)	(0.95	)	(0.95	)	(0.95	)	(0.95	)

Hedged Net Price	$ / MMBTU									2.17		2.26		2.26		2.26		2.26		2.26
Settlements	$M	(76.73	)	(94.50	)	(159.50	)	(198.40	)	(28.62	)

NG Hedge Book
2026		Jan-26		Feb-26		Mar-26		Apr-26		May-26		Jun-26		Jul-26		Aug-26		Sep-26		Oct-26		Nov-26		Dec-26
NYMEX Henry Hub (LD)
Fixed Swaps	MMBTUs	(124,000	)	(112,000	)	(124,000	)	(120,000	)	(124,000	)	(120,000	)	(124,000	)	(124,000	)	(120,000	)	(124,000	)
Hedges per Day	p/day	(4,000	)	(4,000	)	(4,000	)	(4,000	)	(4,000	)	(4,000	)	(4,000	)	(4,000	)	(4,000	)	(4,000	)
WA Strike Price	$ / MMBTU	4.66		4.66		4.66		4.09		4.09		4.09		4.09		4.09		4.09		4.09

Crude Hedge Book		Realized – Q125
2025		Jan-25		Feb-25		Mar-25		Apr-25		May-25		Jun-25		Jul-25		Aug-25		Sep-25		Oct-25		Nov-25		Dec-25
NYMEX WTI CMA
Fixed Swaps	Bbls	(4,682	)	(4,091	)	(4,389	)	(6,600	)	(6,600	)	(6,200	)	(6,200	)	(6,000	)	(5,600	)	(3,400	)	(3,200	)	(3,200	)
Hedges per Day	BOPD	(151	)	(146	)	(142	)	(220	)	(213	)	(207	)	(200	)	(194	)	(187	)	(110	)	(107	)	(103	)
WA Strike Price	$/Bbl	74.34		74.34		74.34		71.73		71.76		71.79		71.07		71.06		71.05		70.20		70.20		70.20
Settlements	$M	(3.55	)	12.81		28.09		57.86

Earning’s Call:

The Company will host a conference call to discuss its results on Thursday, May 15, 2025 at 10:00 a.m. Central Time (11:00 a.m. Eastern Time).

Interested parties in the United States and Canada may participate toll-free by dialing (833) 816-1385. International parties may participate by dialing (412) 317-0478. Participants should ask to be joined to the “Epsilon Energy First Quarter 2025 Earnings Conference Call.”

A webcast can be viewed at: https://event.choruscall.com/mediaframe/webcast.html?webcastid=Ehro2Pgc. A webcast replay will be available on the Company’s website (www.epsilonenergyltd.com) following the call.

About Epsilon

Epsilon Energy Ltd. is a North American onshore natural gas and oil production and gathering company with assets in Pennsylvania, Texas, Alberta CA, New Mexico, and Oklahoma.

Forward-Looking Statements

Certain statements contained in this news release constitute forward looking statements. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, ‘may”, “will”, “project”, “should”, ‘believe”, and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated. Forward-looking statements are based on reasonable assumptions, but no assurance can be given that these expectations will prove to be correct and the forward-looking statements included in this news release should not be unduly relied upon.

Contact Information:

281-670-0002

Jason Stabell
Chief Executive Officer
Jason.Stabell@EpsilonEnergyLTD.com

Andrew Williamson
Chief Financial Officer
Andrew.Williamson@EpsilonEnergyLTD.com


EPSILON ENERGY LTD. Unaudited Consolidated Statements of Operations (All amounts stated in US$)

	Three months ended March 31,
	2025			2024
Revenues from contracts with customers:
Gas, oil, NGL, and condensate revenue	$	14,270,790		$	6,051,045
Gas gathering and compression revenue		1,892,350			1,935,698
Total revenue		16,163,140			7,986,743

Operating costs and expenses:
Lease operating expenses		2,755,898			1,768,462
Gathering system operating expenses		552,651			552,570
Depletion, depreciation, amortization, and accretion		3,475,857			2,380,426
Impairment expense		6,669			—
General and administrative expenses:
Stock based compensation expense		385,838			321,569
Other general and administrative expenses		1,818,418			1,559,023
Total operating costs and expenses		8,995,331			6,582,050
Operating income		7,167,809			1,404,693

Other income (expense):
Interest income		15,299			266,272
Interest expense		(12,211	)		(8,760	)
Loss on derivative contracts		(1,462,170	)		(100,726	)
Other expense		(22,499	)		(533	)
Other (expense) income, net		(1,481,581	)		156,253

Net income before income tax expense		5,686,228			1,560,946
Income tax expense		1,670,194			54,050
NET INCOME	$	4,016,034		$	1,506,896
Currency translation adjustments		(50,116	)		364
Unrealized loss on securities		—			(4,609	)
NET COMPREHENSIVE INCOME	$	3,965,918		$	1,502,651

Net income per share, basic	$	0.18		$	0.07
Net income per share, diluted	$	0.18		$	0.07
Weighted average number of shares outstanding, basic		22,008,766			21,994,207
Weighted average number of shares outstanding, diluted		22,109,819			21,994,207

EPSILON ENERGY LTD. Unaudited Consolidated Balance Sheets (All amounts stated in US$)

	March 31,			December 31,
	2025			2024
ASSETS
Current assets
Cash and cash equivalents	$	6,892,735		$	6,519,793
Accounts receivable		8,003,517			5,843,722
Prepaid income taxes		—			975,963
Other current assets		647,295			792,041
Total current assets		15,543,547			14,131,519
Non-current assets
Property and equipment:
Oil and gas properties, successful efforts method
Proved properties		194,811,616			191,879,210
Unproved properties		33,425,087			28,364,186
Accumulated depletion, depreciation, amortization and impairment		(126,370,072	)		(123,281,395	)
Total oil and gas properties, net		101,866,631			96,962,001
Gathering system		43,176,418			43,116,371
Accumulated depletion, depreciation, amortization and impairment		(36,777,152	)		(36,449,511	)
Total gathering system, net		6,399,266			6,666,860
Land		637,764			637,764
Buildings and other property and equipment, net		246,894			259,335
Total property and equipment, net		109,150,555			104,525,960
Other assets:
Operating lease right-of-use assets, long term		318,604			344,589
Restricted cash		470,000			470,000
Prepaid drilling costs		22,581			982,717
Total non-current assets		109,961,740			106,323,266
Total assets	$	125,505,287		$	120,454,785

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable trade	$	2,013,172		$	2,334,732
Gathering fees payable		1,651,164			997,016
Royalties payable		2,019,819			1,400,976
Income taxes payable		924,905			—
Accrued capital expenditures		309,630			572,079
Accrued compensation		284,905			695,018
Other accrued liabilities		481,770			371,503
Fair value of derivatives		1,534,675			487,548
Operating lease liabilities		121,293			121,135
Total current liabilities		9,341,333			6,980,007
Non-current liabilities
Asset retirement obligations		3,716,029			3,652,296
Deferred income taxes		12,417,125			12,738,577
Operating lease liabilities, long term		326,527			355,776
Total non-current liabilities		16,459,681			16,746,649
Total liabilities		25,801,014			23,726,656
Commitments and contingencies (Note 11)
Shareholders’ equity
Preferred shares, no par value, unlimited shares authorized, none issued or outstanding		—			—
Common shares, no par value, unlimited shares authorized and 22,008,766 shares issued and outstanding at March 31, 2025 and December 31, 2024		116,081,031			116,081,031
Additional paid-in capital		12,504,745			12,118,907
Accumulated deficit		(38,864,654	)		(41,505,076	)
Accumulated other comprehensive income		9,983,151			10,033,267
Total shareholders’ equity		99,704,273			96,728,129
Total liabilities and shareholders’ equity	$	125,505,287		$	120,454,785

EPSILON ENERGY LTD. Unaudited Consolidated Statements of Cash Flows (All amounts stated in US$)

	Three months ended March 31,
	2025			2024
Cash flows from operating activities:
Net income	$	4,016,034		$	1,506,896
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion, depreciation, amortization, and accretion		3,475,857			2,380,426
Impairment expense		6,669			—
Accretion of discount on available for sale securities		—			(216,180	)
Loss on derivative contracts		1,462,170			100,726
Settlement (paid) received on derivative contracts		(415,043	)		488,285
Settlement of asset retirement obligation		(1,600	)		(1,653	)
Stock-based compensation expense		385,838			321,569
Deferred income tax expense (benefit)		(321,452	)		(22,993	)
Changes in assets and liabilities:
Accounts receivable		(2,159,795	)		953,714
Prepaid income taxes		978,542			(68,401	)
Other assets and liabilities		141,640			146,477
Accounts payable, royalties payable, gathering fees payable, and other accrued liabilities		91,390			(1,897,438	)
Income taxes payable		922,326			—
Net cash provided by operating activities		8,582,576			3,691,428
Cash flows from investing activities:
Additions to unproved oil and gas properties		(5,060,901	)		(3,088,198	)
Additions to proved oil and gas properties		(2,578,866	)		(17,226,449	)
Additions to gathering system properties		(104,275	)		(22,650	)
Additions to land, buildings and property and equipment		—			(7,681	)
Purchases of short term investments – available for sale		—			(4,045,785	)
Proceeds from short term investments – held to maturity		—			10,794,285
Prepaid drilling costs		960,136			1,813,808
Net cash used in investing activities		(6,783,906	)		(11,782,670	)
Cash flows from financing activities:
Buyback of common shares		—			(1,203,708	)
Dividends paid		(1,375,612	)		(1,370,409	)
Net cash used in financing activities		(1,375,612	)		(2,574,117	)
Effect of currency rates on cash, cash equivalents, and restricted cash		(50,116	)		364
Decrease in cash, cash equivalents, and restricted cash		372,942			(10,664,995	)
Cash, cash equivalents, and restricted cash, beginning of period		6,989,793			13,873,628
Cash, cash equivalents, and restricted cash, end of period	$	7,362,735		$	3,208,633

Supplemental cash flow disclosures:
Income tax paid – federal	$	80,000		$	—
Income tax paid – state (PA)	$	5,138		$	—
Income tax paid – state (other)	$	25		$	—
Interest paid	$	657		$	—

Non-cash investing activities:
Change in proved properties accrued in accounts payable	$	341,974		$	2,946,528
Change in gathering system accrued in accounts payable	$	(44,228	)	$	(3,624	)
Asset retirement obligation asset additions and adjustments	$	18,235		$	16,372

	Three months ended March 31,
	2025			2024
Net income	$	4,016,034		$	1,506,896
Add Back:
Interest income, net		(3,088	)		(257,512	)
Income tax expense		1,670,194			54,050
Depreciation, depletion, amortization, and accretion		3,475,857			2,380,426
Impairment expense		6,669			—
Stock based compensation expense		385,838			321,569
Loss on derivative contracts net of cash received or paid on settlement		1,047,127			589,011
Foreign currency translation loss		10,289			570
Adjusted EBITDA	$	10,608,920		$	4,595,010

Epsilon defines Adjusted EBITDA as earnings before (1) net interest expense, (2) taxes, (3) depreciation, depletion, amortization and accretion expense, (4) impairments of natural gas and oil properties, (5) non-cash stock compensation expense, (6) gain or loss on derivative contracts net of cash received or paid on settlement, and (7) other income. Adjusted EBITDA is not a measure of financial performance as determined under U.S. GAAP and should not be considered in isolation from or as a substitute for net income or cash flow measures prepared in accordance with U.S. GAAP or as a measure of profitability or liquidity.

Additionally, Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Epsilon has included Adjusted EBITDA as a supplemental disclosure because its management believes that EBITDA provides useful information regarding its ability to service debt and to fund capital expenditures. It further provides investors a helpful measure for comparing operating performance on a “normalized” or recurring basis with the performance of other companies, without giving effect to certain non-cash expenses and other items. This provides management, investors and analysts with comparative information for evaluating the Company in relation to other natural gas and oil companies providing corresponding non-U.S. GAAP financial measures or that have different financing and capital structures or tax rates. These non-U.S. GAAP financial measures should be considered in addition to, but not as a substitute for, measures for financial performance prepared in accordance with U.S. GAAP.

The MIL Network –

May 15, 2025

MIL-OSI: dLocal Reports 2025 First Quarter Financial Results

Source: GlobeNewswire (MIL-OSI)

Record highs across key financial and operational metrics.
TPV milestone of US$8 billion, +53% YoY and +5% QoQ. In constant currency, TPV increased +72% YoY.
Revenue and gross profit record highs of US$217 million and US$85 million. Continued geographic diversification.
Adjusted EBITDA of US$58 million, with Adjusted EBITDA/Gross Profit at 68%, demonstrating our ability to scale efficiently.
Strong cash flow, with free cash flow to net income conversion at 85%, reinforcing cash generating financial model.

MONTEVIDEO, Uruguay, May 14, 2025 (GLOBE NEWSWIRE) — DLocal Limited (“dLocal”, “we”, “us”, and “our”) (NASDAQ:DLO), a technology – first payments platform, today announced its financial results for the first quarter ended March 31, 2025.

dLocal’s management team will host a conference call and audio webcast on May 14, 2025 at 5:00 p.m. Eastern Time. Please click here to pre-register for the conference call and obtain your dial in number and passcode.

The live conference call can be accessed via audio webcast at the investor relations section of dLocal’s website, at https://investor.dlocal.com/. An archive of the webcast will be available for a year following the conclusion of the conference call. The investor presentation will also be filed on EDGAR at www.sec.gov.

“The first quarter of 2025 demonstrated strong execution across many of the levers of our strategic plan. Our commercial team effectively leveraged existing merchant relationships and established new partnerships. Financially, we executed our investment plan in a responsible and efficient manner. In addition, our operations and technology teams delivered improved effectiveness to our merchants, and our legal and regulatory teams focused on expanding our license portfolios,” said Pedro Arnt, CEO of dLocal.

First quarter 2025 financial highlights

dLocal reports in US dollars and in accordance with IFRS as issued by the IASB

Total Payment Volume (“TPV”) reached a record US$8.1 billion in the first quarter, up 53% year-over-year compared to US$5.3 billion in the first quarter of 2024 and up 5% compared to US$7.7 billion in the fourth quarter of 2024. In constant currency, TPV growth for the period would have been 72% year-over-year.
Revenues amounted to US$216.8 million, up 18% year-over-year compared to US$184.4 million in the first quarter of 2024 and up 6% compared to US$204.5 million in the fourth quarter of 2024. This quarter-over-quarter increase, above TPV growth, was driven by higher cross-border share in the mix, and partially offset by Mexico, given the commerce seasonality effect in the fourth quarter and partial volume loss with a large merchant. In constant currency, revenue growth for the period would have been 36% year-over-year.
Gross profit was US$84.9 million in the first quarter of 2025, up 35% compared to US$63.0 million in the first quarter of 2024 and up 1% compared to US$83.7 million in the fourth quarter of 2024. The quarter-over-quarter comparison was primarily due to (i) Argentina, with gross profit following revenue trends, in addition to increasing advancement volumes (which have higher take rates) and wider FX spreads in Q1 2025 vs Q4 2024; and (ii) Other LatAm markets, with notable performance in Chile. These positive factors were partially offset by (i) Brazil, due to the migration to the Payment Orchestration model, which brings lower take rates, coupled with one-off incremental processing costs; and (ii) Mexico, as explained above. In addition, despite volume growth across various countries, Other Africa and Asia was adversely affected by increased processing costs in South Africa and Nigeria. In constant currency, gross profit growth for the period would have been 59% year-over-year.
As a result, gross profit margin was 39% in this quarter, compared to 34% in the first quarter of 2024 and 41% in the fourth quarter of 2024.
Gross profit over TPV was at 1.05% decreasing from 1.19% in the first quarter of 2024 and from 1.09% compared to the fourth quarter of 2024.
Operating profit was US$45.8 million, up 70% compared to US$26.9 million in the first quarter of 2024 and up 8% compared to US$42.3 million in the fourth quarter of 2024. Operating expenses grew by 8% year-over-year, explained by the increase in headcount, as we continue to invest in our capabilities. On the sequential comparison, operating expenses decreased by 6% quarter-over-quarter, primarily attributed to a reduction in G&A and Technology & Development expenses, driven by the decrease in third-party services, travel expenses and timing of implementation of new initiatives. This decrease was partially offset by the growth in headcount and increase in Sales & Marketing expenses, driven by key commercial events.
As a result, Adjusted EBITDA was US$57.9 million, up 57% compared to US$36.8 million in the first quarter of 2024 and up 2% compared to US$56.9 million in the fourth quarter of 2024.
Adjusted EBITDA margin was 27%, compared to the 20% recorded in the first quarter of 2024 and 28% in the fourth quarter of 2024. Adjusted EBITDA over gross profit of 68% increased compared to 58% in the first quarter of 2024 and slightly increased compared to 68% in the fourth quarter of 2024, marking the fourth consecutive quarter of improvement.
Net financial result was US$7.0 million gain, compared to a net finance gain of US$0.2 million in the first quarter of 2024 and a net finance loss of US$1.1 million in the fourth quarter of 2024, as explained in the Net Income section.
Our effective income tax rate decreased to 10% from 27% last quarter (or 16% when excluding the tax settlement, as mentioned in the fourth quarter earnings release), as result of higher cross-border share of pre-tax income and a lower pre-tax income in Brazil given the higher costs, as explained previously.
Net income for the first quarter of 2025 was US$46.7 million, or US$0.15 per diluted share, up 163% compared to a profit of US$17.7 million, or US$0.06 per diluted share, for the first quarter of 2024 and up 57% compared to a profit of US$29.7 million, or US$0.10 per diluted share for the fourth quarter of 2024. During the current period, net income was mostly affected by the positive non-cash mark to market effect related to our Argentine bond investments and lower finance costs.
Free cash flow for the first quarter of 2025 amounted to US$39.7 million, up 200% year-over-year compared to US$13.2 million in the first quarter of 2024 and up 22% compared to US$32.5 million in the fourth quarter of 2024. The variation quarter-over-quarter is primarily explained by improved operational results, partially offset by normal variability in corporate working capital and higher income tax paid and capex.
As of March 31, 2025, dLocal had US$511.5 million in cash and cash equivalents, which includes US$355.9 million of Corporate cash and cash equivalents. The Corporate cash and cash equivalents increased by US$58.0 million from US$298.0 million as of March 31, 2024, despite the US$100 million in shares repurchased throughout 2024. When compared to the US$317.8 million Corporate cash and cash equivalents position as of December 31, 2024, it increased by US$38.1 million quarter-over-quarter.

The following table summarizes our key performance metrics:

	Three months ended March 31
	2025	2024	% change
Key Performance metrics	(In millions of US$ except for %)
TPV	8,107	5,310	53%
Revenue	216.8	184.4	18%
Gross Profit	84.9	63.0	35%
Gross Profit margin	39%	34%	5p.p
Adjusted EBITDA	57.9	36.8	57%
Adjusted EBITDA margin	27%	20%	7p.p
Adjusted EBITDA/Gross Profit	68%	58%	10p.p
Profit	46.7	17.7	163%
Profit margin	22%	10%	12p.p

Special note regarding Adjusted EBITDA and Adjusted EBITDA Margin

dLocal has only one operating segment. dLocal measures its operating segment’s performance by Revenues, Adjusted EBITDA and Adjusted EBITDA Margin, and uses these metrics to make decisions about allocating resources. Adjusted EBITDA as used by dLocal is defined as the profit from operations before financing and taxation for the year or period, as applicable, before depreciation of property, plant and equipment, amortization of right-of-use assets and intangible assets, and further excluding the finance income and costs, impairment gains/(losses) on financial assets, transaction costs, share-based payment non-cash charges,other operating gain/loss,other non-recurring costs, and inflation adjustment. dLocal defines Adjusted EBITDA Margin as the Adjusted EBITDA divided by consolidated revenues. dLocal defines Adjusted EBITDA to Gross Profit Ratio as Adjusted EBITDA divided by Gross Profit. Although Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA to Gross Profit Ratio may be commonly viewed as non-IFRS measures in other contexts, pursuant to IFRS 8, (“Operating Segments”), Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA to Gross Profit Ratio are treated by dLocal as IFRS measures based on the manner in which dLocal utilizes these measures. Nevertheless, dLocal’s Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA to Gross Profit Ratio metrics should not be viewed in isolation or as a substitute for net income for the periods presented under IFRS. dLocal also believes that its Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA to Gross Profit Ratio metrics are useful metrics used by analysts and investors, although these measures are not explicitly defined under IFRS. Additionally, the way dLocal calculates operating segment’s performance measures may be different from the calculations used by other entities, including competitors, and therefore, dLocal’s performance measures may not be comparable to those of other entities. Finally, dLocal is unable to present a quantitative reconciliation of forward-looking guidance for Adjusted EBITDA because dLocal cannot reliably predict certain of their necessary components, such as impairment gains/(losses) on financial assets, transaction costs, and inflation adjustment.

The table below presents a reconciliation of dLocal’s Adjusted EBITDA to net income:

$ in thousands	Three months ended March 31
	2025	2024
Profit for the period	46,667	17,718
Income tax expense	5,262	7,114
Depreciation and amortization	5,062	3,762
Finance income and costs, net	(6,969)	(299)
Share-based payment non-cash charges	6,020	4,461
Other operating loss¹	422	1,819
Impairment loss / (gain) on financial assets	386	(177)
Inflation adjustment	885	2,368
Other non-recurring costs²	123	–
Adjusted EBITDA	57,858	36,766

Note: ¹ The company wrote-off certain amounts related to merchants/processors off-boarded by dLocal. ² Other non-recurring costs consist of costs not directly associated with the Company’s core business activities, including costs associated with addressing the allegations made by a short-seller report and certain class action and other legal and regulatory expenses (which include fees from counsel, global expert services and a forensic accounting advisory firm) in 2025.

dLocal Limited Certain financial information Consolidated Condensed Interim Statements of Comprehensive Income for the three-month period ended March 31, 2025 and 2024 (All amounts in thousands of U.S. Dollars except share data or as otherwise indicated)

	Three months ended March 31
	2025	2024
Continuing operations
Revenues	216,759	184,430
Cost of services	(131,880)	(121,459)
Gross profit	84,879	62,971

Technology and development expenses	(6,767)	(5,465)
Sales and marketing expenses	(7,135)	(4,631)
General and administrative expenses	(24,324)	(24,332)
Impairment (loss)/gain on financial assets	(386)	177
Other operating (loss)/gain	(422)	(1,819)
Operating profit	45,845	26,901
Finance income	12,228	18,257
Finance costs	(5,259)	(17,958)
Inflation adjustment	(885)	(2,368)
Other results	6,084	(2,069)
Profit before income tax	51,929	24,832
Income tax expense	(5,262)	(7,114)
Profit for the period	46,667	17,718

Profit attributable to:
Owners of the Group	46,630	17,708
Non-controlling interest	37	10
Profit for the period	46,667	17,718

Earnings per share (in USD)
Basic Earnings per share	0.16	0.06
Diluted Earnings per share	0.15	0.06

Other comprehensive income
Items that may be reclassified to profit or loss:
Exchange difference on translation on foreign operations	3,526	(669)
Other comprehensive income for the period, net of tax	3,526	(669)
Total comprehensive income for the period, net of tax	50,193	17,049

Total comprehensive income for the period
Owners of the Group	50,174	17,036
Non-controlling interest	19	13
Total comprehensive income for the period	50,193	17,049

dLocal Limited Certain financial information Consolidated Condensed Interim Statements of Financial Position as of March 31, 2025 and December 31, 2024 (All amounts in thousands of U.S. dollars)

	March 31, 2025	December 31, 2024
ASSETS
Current Assets
Cash and cash equivalents	511,506	425,172
Financial assets at fair value through profit or loss	125,487	129,319
Trade and other receivables	477,349	496,713
Derivative financial instruments	463	2,874
Other assets	28,001	18,805
Total Current Assets	1,142,806	1,072,883

Non-Current Assets
Trade and other receivables	15,518	18,044
Deferred tax assets	5,468	5,367
Property, plant and equipment	4,007	3,377
Right-of-use assets	3,852	3,645
Intangible assets	65,301	63,318
Other assets	4,695	4,695
Total Non-Current Assets	98,841	98,446
TOTAL ASSETS	1,241,647	1,171,329

LIABILITIES
Current Liabilities
Trade and other payables	614,133	597,787
Lease liabilities	1,107	1,137
Tax liabilities	20,631	21,515
Derivative financial instruments	1,098	6,227
Financial liabilities	54,248	50,455
Provisions	543	500
Total Current Liabilities	691,760	677,621

Non-Current Liabilities
Deferred tax liabilities	1,862	1,858
Lease liabilities	2,825	2,863
Total Non-Current Liabilities	4,687	4,721
TOTAL LIABILITIES	696,447	682,342

EQUITY
Share Capital	570	570
Share Premium	187,671	186,769
Treasury Shares	(200,980)	(200,980)
Capital Reserve	38,556	33,438
Other Reserves	(17,390)	(20,934)
Retained earnings	536,654	490,024
Total Equity Attributable to owners of the Group	545,081	488,887
Non-controlling interest	119	100
TOTAL EQUITY	545,200	488,987
TOTAL EQUITY AND LIABILITIES	1,241,647	1,171,329

dLocal Limited Certain interim financial information Consolidated Statements of Cash flows for the three-month period ended March 31, 2025 and 2024 (All amounts in thousands of U.S. dollars)

	Three months ended March 31
	2025	2024
Cash flows from operating activities
Profit before income tax	51,929	24,832
Adjustments:
Interest Income from financial instruments	(5,106)	(7,442)
Interest charges for lease liabilities	41	43
Other interests charges	883	127
Finance expense related to derivative financial instruments	414	9,878
Net exchange differences	4,142	7,637
Fair value loss/(gain) on financial assets at FVPL	(7,343)	(10,815)
Amortization of Intangible assets	4,584	3,424
Depreciation and disposals of PP&E and right-of-use	703	400
Share-based payment expense, net of forfeitures	6,020	4,461
Other operating gain	422	1,819
Net Impairment loss/(gain) on financial assets	386	(177)
Inflation adjustment and other financial results	6,083	(5,892)
	63,158	28,295
Changes in working capital
Increase in Trade and other receivables	21,082	(32,836)
Decrease / (Increase) in Other assets	1,025	3,219
Increase / (Decrease) in Trade and Other payables	16,346	45,964
Increase / (Decrease) in Tax Liabilities	965	(1,120)
Increase / (Decrease) in Provisions	43	4
Cash (used) / generated from operating activities	102,619	43,526
Income tax paid	(7,208)	(3,558)
Net cash (used) / generated from operating activities	95,411	39,968

Cash flows from investing activities
Acquisitions of Property, plant and equipment	(945)	(786)
Additions of Intangible assets	(6,567)	(5,022)
Acquisition of financial assets at FVPL	(41,374)	–
Collections of financial assets at FVPL	47,416	(243)
Interest collected from financial instruments	5,106	7,442
Payments for investments in other assets at FVPL	(10,000)	–
Net cash (used in) / generated investing activities	(6,364)	1,391

Cash flows from financing activities
Interest payments on lease liability	(41)	(43)
Principal payments on lease liability	(663)	(95)
Finance expense paid related to derivative financial instruments	(3,132)	(10,151)
Net proceeds from financial liabilities	5,790	–
Interest payments on financial liabilities	(2,166)	–
Other finance expense paid	(714)	(127)
Net cash used in by financing activities	(926)	(10,416)
Net increase in cash flow	88,121	30,943

Cash and cash equivalents at the beginning of the period	425,172	536,160
Net (decrease)/increase in cash flow	88,121	30,943
Effects of exchange rate changes on inflation and cash and cash equivalents	(1,787)	5,254
Cash and cash equivalents at the end of the period	511,506	572,357

About dLocal
dLocal powers local payments in emerging markets, connecting global enterprise merchants with billions of emerging market consumers in more than 40 countries across Africa, Asia, and Latin America. Through the “One dLocal” platform (one direct API, one platform, and one contract), global companies can accept payments, send pay-outs and settle funds globally without the need to manage separate pay-in and pay-out processors, set up numerous local entities, and integrate multiple acquirers and payment methods in each market.

Forward-looking statements
This press release contains certain forward-looking statements. These forward-looking statements convey dLocal’s current expectations or forecasts of future events, including guidance in respect of total payment volume, revenue, gross profit and Adjusted EBITDA. Forward-looking statements regarding dLocal and amounts stated as guidance are based on current management expectations and involve known and unknown risks, uncertainties and other factors that may cause dLocal’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Certain of these risks and uncertainties are described in the “Risk Factors,” “Forward-Looking Statements” and “Cautionary Statement Regarding Forward-Looking Statements” sections of dLocal’s filings with the U.S. Securities and Exchange Commission. Unless required by law, dLocal undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date hereof. In addition, dLocal is unable to present a quantitative reconciliation of forward-looking guidance for Adjusted EBITDA, because dLocal cannot reliably predict certain of their necessary components, such as impairment gains/(losses) on financial assets, transaction costs, and inflation adjustment.

Investor Relations Contact:
investor@dlocal.com

Media Contact:
media@dlocal.com

The MIL Network –

May 15, 2025

MIL-OSI: Snail, Inc. Reports First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

CULVER CITY, Calif., May 14, 2025 (GLOBE NEWSWIRE) — Snail, Inc. (Nasdaq: SNAL) (“Snail Games” or the “Company”), a leading global independent developer and publisher of interactive digital entertainment, today announced financial results for its first quarter ended March 31, 2025.

First Quarter 2025 and Recent Operational Highlights

ARK Franchise Updates:

ARK: Survival Evolved (“ASE”):
- Units sold were approximately 690,775 for the first quarter 2025
- Revealed teaser trailer for ARK: Aquatica, a new in-house developed downloadable content (“DLC”) expansion map for ASE
ARK: Survival Ascended (“ASA”):
- Units sold were approximately 751,960 for the first quarter 2025
- Launched the Astraeos Map as an Official Partner DLC for ASA
- Revealed the official trailer for ARK: Lost Colony, the next DLC for ASA produced by Studio Wildcard
ARK: Ultimate Mobile Edition (“ARK Mobile”) :
- Surpassed 4.8 million downloads as of March 31, 2025
- Launched the Ragnarok expansion map and the Extinction map
- In the three months ended March 31, 2025, average DAUs totaled 143,976

Game Portfolio Updates:

Debuted teaser trailers for two in-house developed projects, Nine Yin Sutra: Wushu and Nine Yin Sutra: Immortal
Launched new trailers for upcoming games: For The Stars, Honeycomb: The World Beyond, Robots at Midnight, and Echoes of Elysium
Celebrated Bellwright’s one-year Early Access anniversary in April 2025 and introduced major update with significant content and player-requested features. Bellwright will be making its way to Xbox
Launched The Cecil: The Journey Begins and Chasmal Fear
Company indie publishing label, Wandering Wizards, acquired publishing rights to Whispers of West Grove

Business Updates:

Company subsidiary Interactive Films LLC (“Interactive Films”) signed a Memorandum of Understanding (“MoU”) with Mega Matrix Inc. (“MPU”) for the joint development, production, and global distribution of short dramas

Management Commentary

Company co-Chief Executive Officer Tony Tian commented: “The first quarter saw sustained growth and strong engagement across our ARK franchise. Our ARK franchise had an increase in daily active users in the first quarter of 2025 of approximately 16%, up to 243,000 on the Steam and Epic platforms, when compared to the same period in 2024. We unveiled and released new maps and DLCs for ASE, ASA, and our mobile title, delivering fresh, immersive experiences that continue to expand the ARK universe and deepen player engagement. ARK: Ultimate Mobile Edition maintained strong momentum since launch last quarter, a promising indicator of our ongoing efforts to broaden ARK’s audience. The mobile platform removes hardware barriers, opening the franchise to a new and growing player base. In February, we participated in GDC, where we unveiled a series of new trailers, announcements, and upcoming content for the ARK franchise and our broader game portfolio.”

“Next month marks a major milestone: the 10-year anniversary of ASE. This pivotal moment for Snail Games offers an opportunity to celebrate the franchise’s legacy and community. Beyond gaming, we also signed a MoU with Mega Matrix to co-develop at least 10 short dramas. In support of this initiative, we soft-launched Salty TV, our mobile short film platform, last quarter, which currently hosts 49 short dramas. We look forward to finalizing the agreement and working closely with the MPU team to deliver high-quality entertainment content. As we look to the remainder of 2025, our focus remains on expanding global reach, investing in scalable growth, commemorating ARK’s 10-year journey, and continuing to deliver innovative experiences that engage players and audiences across multiple platforms and genres.”

First Quarter 2025 Financial Highlights

Net revenues for the three months ended March 31, 2025, increased 42.5% to $20.1 million compared to $14.1 million in the same period last year. The increase was primarily due to an increase in total ARK sales of $2.7 million, an increase in ARK Mobile sales of $1.3 million that was driven by the release of ARK: Ultimate Mobile Edition, and the Company deferring $3.3 million less of its sales during the three months ended March 31, 2025 than it deferred in the same period last year, partially offset by a decrease in revenues related to other games of $1.6 million.

Net loss for the three months ended March 31, 2025, was $(1.9) million compared to $(1.8) million in the same period last year; as a result of the aforementioned increase in net revenue offset by increases in the costs of revenues and operating expenses – a result of the Company’s increased headcount, research and development, and marketing expenses.

Bookings for the three months ended March 31, 2025, increased 13.6% to $22.2 million compared to $19.6 million in the same period last year. The increase was primarily due to the releases of ARK: Survival Ascended DLC Astraeos in the first quarter of 2025, the releases of Bobs Tall Tales, and Bellwright in the latter quarters of 2024.

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the three months ended March 31, 2025, was $(3.2) million compared to $(1.9) million in the same period last year. The decrease was primarily due to an increase in benefit from income taxes of $1.0 million, a decrease in interest expense of $0.3 million, and an increase in net loss of $0.1 million, partially offset by a decrease in interest income and interest income – related parties of $0.1 million.

As of March 31, 2025, unrestricted cash was $9.4 million compared to $7.3 million as of December 31, 2024.

Use of Non-GAAP Financial Measures

In addition to the financial results determined in accordance with U.S. generally accepted accounting principles, or GAAP, Snail believes Bookings and EBITDA, as non-GAAP measures, are useful in evaluating its operating performance. Bookings and EBITDA are non-GAAP financial measures that are presented as supplemental disclosures and should not be construed as alternatives to net income (loss) or revenue as indicators of operating performance, nor as alternatives to cash flow provided by operating activities as measures of liquidity, both as determined in accordance with GAAP. Snail supplementally presents Bookings and EBITDA because they are key operating measures used by management to assess financial performance. Bookings adjusts for the impact of deferrals and, Snail believes, provides a useful indicator of sales in a given period. EBITDA adjusts for items that Snail believes do not reflect the ongoing operating performance of its business, such as certain non-cash items, unusual or infrequent items or items that change from period to period without any material relevance to its operating performance. Management believes Bookings and EBITDA are useful to investors and analysts in highlighting trends in Snail’s operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which Snail operates and capital investments.

Bookings is defined as the net amount of products and services sold digitally or physically in the period. Bookings is equal to revenues, excluding the impact from deferrals. Below is a reconciliation of total net revenue to Bookings, the closest GAAP financial measure.

	Three months ended March 31,
	2025		2024
	(in millions)
Total net revenue	$	20.1	$	14.1
Change in deferred net revenue		2.1		5.5
Bookings	$	22.2	$	19.6

We define EBITDA as net loss before (i) interest expense, (ii) interest income, (iii) benefit from income taxes and (iv) depreciation expense. The following table provides a reconciliation from net loss to EBITDA:

	Three months ended March 31,
	2025			2024
	(in millions)
Net loss	$	(1.9	)	$	(1.8	)
Interest income and interest income - related parties		–			(0.1	)
Interest expense		0.1			0.4
Benefit from income taxes		(1.5	)		(0.5	)
Depreciation expense		0.1			0.1
EBITDA	$	(3.2	)	$	(1.9	)

Webcast Details

The Company will host a webcast at 4:30 PM ET today to discuss the first quarter 2025 financial results. Participants may access the live webcast and replay via the link here or on the Company’s investor relations website at https://investor.snail.com/.

Forward-Looking Statements

This press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “may,” “predict,” “continue,” “estimate” and “potential,” or the negative of these terms or other similar expressions. Forward-looking statements appear in a number of places in this press release and include, but are not limited to, statements regarding Snail’s intent, belief or current expectations. These forward-looking statements include information about possible or assumed future results of Snail’s business, financial condition, results of operations, liquidity, plans and objectives. The statements Snail makes regarding the following matters are forward-looking by their nature: growth prospects and strategies; launching new games and additional functionality to games that are commercially successful; expectations regarding significant drivers of future growth; its ability to retain and increase its player base and develop new video games and enhance existing games; competition from companies in a number of industries, including other casual game developers and publishers and both large and small, public and private Internet companies; its ability to attract and retain a qualified management team and other team members while controlling its labor costs; its relationships with third-party platforms such as Xbox Live and Game Pass, PlayStation Network, Steam, Epic Games Store, My Nintendo Store, the Apple App Store, the Google Play Store and the Amazon Appstore; the size of addressable markets, market share and market trends; its ability to successfully enter new markets and manage international expansion; protecting and developing its brand and intellectual property portfolio; costs associated with defending intellectual property infringement and other claims; future business development, results of operations and financial condition; the ongoing conflicts involving Russia and Ukraine, and Israel and Hamas, on its business and the global economy generally; actions in various countries, particularly in China and the United States, have created uncertainty with respect to tariff impacts on the costs of our merchandise and costs of development; rulings by courts or other governmental authorities; the Company’s current program to repurchase shares of its Class A common stock, including expectations regarding the timing and manner of repurchases made under this share repurchase program; its plans to pursue and successfully integrate strategic acquisitions; and assumptions underlying any of the foregoing.

Further information on risks, uncertainties and other factors that could affect Snail’s financial results are included in its filings with the Securities and Exchange Commission (the “SEC”) from time to time, including its annual reports on Form 10-K and quarterly reports on Form 10-Q filed, or to be filed, with the SEC. You should not rely on these forward-looking statements, as actual outcomes and results may differ materially from those expressed or implied in the forward-looking statements as a result of such risks and uncertainties. All forward-looking statements in this press release are based on management’s beliefs and assumptions and on information currently available to Snail, and Snail does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

About Snail, Inc.

Snail, Inc. (Nasdaq: SNAL) is a leading, global independent developer and publisher of interactive digital entertainment for consumers around the world, with a premier portfolio of premium games designed for use on a variety of platforms, including consoles, PCs, and mobile devices. For more information, please visit: https://snail.com/.

Investor Contact:

John Yi and Steven Shinmachi
Gateway Group, Inc.
949-574-3860
SNAL@gateway-grp.com

Snail, Inc. and Subsidiaries Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 (Unaudited)
	*March 31, 2025*			*December 31, 2024*

ASSETS

Current Assets:
Cash and cash equivalents	$	9,359,116		$	7,303,944
Accounts receivable, net of allowances for credit losses of $523,500 as of March 31, 2025 and December 31, 2024		9,118,269			9,814,822
Accounts receivable – related party		1,332,867			2,336,274
Loan and interest receivable – related party		106,252			105,759
Prepaid expenses – related party		2,536,748			2,521,291
Prepaid expenses and other current assets		1,468,062			1,846,024
Prepaid taxes		7,174,973			7,318,424
Total current assets		31,096,287			31,246,538

Restricted cash and cash equivalents		935,000			935,000
Accounts receivable – related party, net of current portion		592			1,500,592
Prepaid expenses – related party, net of current portion		9,907,669			9,378,594
Property and equipment, net		4,310,448			4,378,352
Intangible assets, net		2,159,141			973,914
Deferred income taxes		12,852,299			10,817,112
Other noncurrent assets		2,282,709			1,683,932
Operating lease right-of-use assets, net		953,082			1,279,330
Total assets	$	64,497,227		$	62,193,364

LIABILITIES, NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable	$	4,241,403		$	4,656,367
Accounts payable – related party		15,716,600			15,383,171
Accrued expenses and other liabilities		2,886,414			4,499,280
Interest payable – related parties		527,770			527,770
Revolving loan		3,000,000			3,000,000
Convertible notes at fair value		2,854,518			–
Current portion of long-term promissory note		2,701,003			2,722,548
Current portion of deferred revenue		3,864,474			3,947,559
Current portion of operating lease liabilities		1,042,688			1,444,385
Total current liabilities		36,834,870			36,181,080

Accrued expenses		265,251			265,251
Deferred revenue, net of current portion		23,740,999			21,519,888
Operating lease liabilities, net of current portion		52,921			57,983
Total liabilities		60,894,041			58,024,202

Commitments and contingencies

Stockholders’ Equity:
Class A common stock, $0.0001 par value, 500,000,000 shares authorized; 9,815,355 shares issued and 8,465,080 shares outstanding as of March 31, 2025, and 9,626,070 shares issued and 8,275,795 shares outstanding as of December 31, 2024		981			962
Class B common stock, $0.0001 par value, 100,000,000 shares authorized; 28,748,580 shares issued and outstanding as of March 31, 2025 and December 31, 2024		2,875			2,875
Additional paid-in capital		27,063,795			25,738,082
Accumulated other comprehensive loss		(224,202	)		(279,457	)
Accumulated deficit		(14,063,392	)		(12,117,385	)
Treasury stock at cost (1,350,275 shares as of March 31, 2025 and December 31, 2024)		(3,671,806	)		(3,671,806	)
Total Snail, Inc. equity		9,108,251			9,673,271
Noncontrolling interests		(5,505,065	)		(5,504,109	)
Total stockholders’ equity		3,603,186			4,169,162
Total liabilities, noncontrolling interests and stockholders’ equity	$	64,497,227		$	62,193,364

Snail, Inc. and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2025 and 2024 (Unaudited)

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

Revenues, net	$	20,110,872		$	14,115,729
Cost of revenues		14,263,345			12,041,698

Gross profit		5,847,527			2,074,031

Operating expenses:
General and administrative		4,964,351			2,282,040
Research and development		3,609,745			1,776,522
Advertising and marketing		1,306,365			141,030
Depreciation and amortization		67,904			82,338
Total operating expenses		9,948,365			4,281,930

Loss from operations		(4,100,838	)		(2,207,899	)

Other income (expense):
Interest income		29,906			99,762
Interest income – related parties		493			499
Interest expense		(80,828	)		(395,964	)
Other income		769,762			227,066
Foreign currency transaction income (loss)		(36,288	)		18,128
Total other income (expense), net		683,045			(50,509	)

Loss before benefit from income taxes		(3,417,793	)		(2,258,408	)

Benefit from income taxes		(1,470,830	)		(477,950	)

Net loss		(1,946,963	)		(1,780,458	)

Net loss attributable to non-controlling interests		(956	)		(1,129	)

Net loss attributable to Snail, Inc.	$	(1,946,007	)	$	(1,779,329	)

Comprehensive loss statement:

Net loss	$	(1,946,963	)	$	(1,780,458	)

Other comprehensive income (loss) related to foreign currency translation adjustments, net of tax		33,232			(19,297	)
Other comprehensive income (loss) related to credit adjustments, net of tax		22,023			–

Total comprehensive loss	$	(1,891,708	)	$	(1,799,755	)

Net loss attributable to Class A common stockholders:
Basic	$	(441,731	)	$	(385,722	)
Diluted	$	(521,393	)	$	(385,722	)

Net loss attributable to Class B common stockholders:
Basic	$	(1,504,276	)	$	(1,393,607	)
Diluted	$	(1,775,558	)	$	(1,393,607	)

Loss per share attributable to Class A and B common stockholders:
Basic	$	(0.05	)	$	(0.05	)
Diluted	$	(0.06	)	$	(0.05	)

Weighted-average shares used to compute loss per share attributable to Class A common stockholders:
Basic		8,442,025			7,957,031
Diluted		9,241,822			7,957,031

Weighted-average shares used to compute loss per share attributable to Class B common stockholders:
Basic		28,748,580			28,748,580
Diluted		28,748,580			28,748,580

Snail, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (Unaudited)
	*2025*			*2024*

Cash flows from operating activities:
Net loss	$	(1,946,963	)	$	(1,780,458	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization – intangible assets, net		35,516			200
Amortization – film assets		212,709			–
Amortization – loan origination fees and debt discounts		(1,889	)		47,729
Accretion – convertible notes		–			181,754
Gain on change in fair value of convertible notes		(117,105	)		–
Gain on change in fair value of warrant liabilities		(639,518	)		–
Depreciation and amortization – property and equipment		67,904			82,338
Stock-based compensation expense (income)		843,619			(926,875	)
Deferred taxes, net		(2,041,515	)		(555,781	)

Changes in assets and liabilities:
Accounts receivable		696,553			17,759,629
Accounts receivable – related party		2,503,407			(1,085,213	)
Prepaid expenses – related party		(544,532	)		(1,351,838	)
Prepaid expenses and other current assets		377,962			(1,779,508	)
Prepaid taxes		143,451			70,407
Other noncurrent assets		(656,562	)		–
Accounts payable		(198,705	)		(1,938,654	)
Accounts payable – related party		623,430			(6,143,374	)
Accrued expenses and other liabilities		(650,236	)		(461,311	)
Loan and interest receivable – related party		(493	)		(499	)
Lease liabilities		(80,510	)		(64,821	)
Deferred revenue		2,138,026			4,723,462
Net cash provided by operating activities		764,549			6,777,187

Cash flows from investing activities:
Acquisition of software		(290,000	)		–
Acquisition of software licenses		(1,412,000	)		–
Investments in software		(177,002	)		–
Net cash used in investing activities		(1,879,002	)		–
Cash flows from financing activities:
Repayments on promissory note		(21,546	)		(20,484	)
Repayments on notes payable		–			(2,333,333	)
Repayments on convertible notes		–			(269,550	)
Repayments on revolving loan		–			(3,000,000	)
Cash proceeds from exercise of warrants		159,000			–
Proceeds from issuance of convertible notes		3,000,000			–
Payments of capitalized offering costs		–			(262,914	)
Net cash provided by (used in) financing activities		3,137,454			(5,886,281	)

Effect of foreign currency translation on cash and cash equivalents		32,171			(19,186	)

Net increase in cash and cash equivalents, and restricted cash and cash equivalents		2,055,172			871,720

Cash and cash equivalents, and restricted cash and cash equivalents – beginning of the period		8,238,944			16,314,319

Cash and cash equivalents, and restricted cash and cash equivalents – end of the period	$	10,294,116		$	17,186,039

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	97,260		$	171,101
Income taxes	$	184,707		$	1,871
Noncash transactions during the period for:
Debt converted to equity	$	–		$	(60,000	)
Liabilities converted to equity upon exercise of warrants	$	323,113		$	–
Acquisition of film licenses in accounts payable	$	152,000		$	–
Acquisition of software and software licenses in accounts payable and accrued expenses	$	51,741		$	–
Change in fair value of notes recorded in accumulated other comprehensive income	$	22,023		$	–

The MIL Network –

May 15, 2025

MIL-OSI: Battalion Oil Corporation Announces First Quarter 2025 Financial and Operating Results

Source: GlobeNewswire (MIL-OSI)

HOUSTON, May 14, 2025 (GLOBE NEWSWIRE) — Battalion Oil Corporation (NYSE American: BATL, “Battalion” or the “Company”) today announced financial and operating results for the first quarter of 2025.

Key Highlights

Generated first quarter 2025 sales volumes of 11,900 barrels of oil equivalent per day (“Boe/d”) (53% oil)
Continued to lower capex per well, outperforming AFE estimates
AGI facility online and treated 1.6 Bcf for the first quarter of 2025
Commenced drilling operations on final two wells of 2025 six-well plan

Management Comments

The Company has continued drilling operations as part of its previously announced 2025 six-well activity plan, completing four Monument Draw wells and drilling ahead of schedule on the remaining two wells in the West Quito area. Capital on first well post-TD in West Quito is approximately $1.0 million under AFE and the 10,000 foot lateral well was drilled in record time for the area. The Company is currently in the final stages of drilling operations on the last well. Recently completed wells in the Monument Draw field continue to produce above type curve and are on track to deliver over 1,000,000 barrels of oil ultimate recovery each. Additional permits and drilling pads are being built in Hackberry Draw and the Company is currently planning additional permits and drilling pads in Monument Draw and West Quito.

During the first quarter 2025, the acid gas injection (“AGI”) facility treated approximately 18 MMcf/d average and returned approximately 15 MMcf/d of sweet gas to the Company for sales to its midstream partner. Daily average volume was lower in the quarter due to facility-related downtime. Subsequent to quarter end, the midstream partner has added equipment and daily rates have reached over 30 MMcf/d.

Results of Operations

Average daily net production and total operating revenue during the first quarter of 2025 were 11,900 Boe/d (53% oil) and $47.5 million, respectively, as compared to production and revenue of 12,989 Boe/d (48% oil) and $49.9 million, respectively, during the first quarter of 2024. The decrease in revenues in the first quarter of 2025 as compared to the first quarter of 2024 is primarily attributable to an approximate 1,089 Boe/d decrease in average daily production partially offset by a $2.33 increase in average realized prices (excluding the impact of hedges). Excluding the impact of hedges, Battalion realized 97.7% of the average NYMEX oil price during the fourth quarter of 2024. Realized hedge losses totaled approximately $2.5 million during the first quarter of 2025.

Lease operating and workover expense was $11.01 per Boe in the first quarter of 2025 versus $10.55 per Boe in the first quarter of 2024. The increase in lease operating and workover expense per Boe year-over-year is primarily a result of an inflationary market increase in maintenance, power and chemical costs combined with a decrease in average daily production. Gathering and other expenses were $11.20 per Boe in the first quarter of 2025 versus $14.62 per Boe in the first quarter of 2024. The decrease in gathering and other expenses per Boe is primarily related to a full quarter of volumes being treated by the AGI facility this quarter compared to the prior period as the plant did not come online until March 2024. General and administrative expenses were $4.12 per Boe in the first quarter of 2025 compared to $3.44 per Boe in the first quarter of 2024. The increase in general and administrative expense is primarily due to higher payroll and benefits costs this quarter. Excluding non-recurring charges, general and administrative expenses would have been $3.01 per Boe in the first quarter of 2025 compared to $2.57 per Boe in the first quarter of 2024.

For the first quarter of 2025, the Company reported a net loss available to common stockholders of $5.8 million and a net loss of $0.35 per share available to common stockholders. After adjusting for selected items, the Company reported an adjusted diluted net loss available to common stockholders for the first quarter of 2025 of $16.5 million or an adjusted diluted net loss of $1.00 per common share (see Reconciliation for additional information). Adjusted EBITDA during the first quarter ended March 31, 2025 was $15.1 million as compared to $9.4 million during the quarter ended March 31, 2024 (see Adjusted EBITDA Reconciliation table for additional information).

Liquidity and Balance Sheet

As of March 31, 2025, the Company had $225.0 million of term loan indebtedness outstanding and total liquidity made up of cash and cash equivalents of $73.6 million.

For further discussion on our liquidity and balance sheet, as well as recent developments, refer to Management’s Discussion and Analysis and Risk Factors in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Forward Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not strictly historical statements constitute forward-looking statements. Forward-looking statements include, among others, statements about anticipated production, liquidity, capital spending, drilling and completion plans, and forward guidance. Forward-looking statements may often, but not always, be identified by the use of such words such as “expects”, “believes”, “intends”, “anticipates”, “plans”, “estimates”, “projects,” “potential”, “possible”, or “probable” or statements that certain actions, events or results “may”, “will”, “should”, or “could” be taken, occur or be achieved. Forward-looking statements are based on current beliefs and expectations and involve certain assumptions or estimates that involve various risks and uncertainties that could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and other filings submitted by the Company to the SEC, copies of which may be obtained from the SEC’s website at www.sec.gov or through the Company’s website at www.battalionoil.com. Readers should not place undue reliance on any such forward-looking statements, which are made only as of the date hereof. The Company has no duty, and assumes no obligation, to update forward-looking statements as a result of new information, future events or changes in the Company’s expectations.

About Battalion

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

Contact

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

BATTALION OIL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share amounts)

	Three Months Ended
	March 31,
	2025			2024
Operating revenues:
Oil, natural gas and natural gas liquids sales:
Oil	$	39,700		$	42,429
Natural gas		2,823			2,047
Natural gas liquids		4,862			5,056
Total oil, natural gas and natural gas liquids sales		47,385			49,532
Other		90			338
Total operating revenues		47,475			49,870

Operating expenses:
Production:
Lease operating		10,358			11,586
Workover and other		1,433			888
Taxes other than income		2,800			2,991
Gathering and other		12,000			17,286
General and administrative		4,413			4,071
Depletion, depreciation and accretion		13,080			13,025
Total operating expenses		44,084			49,847
Income from operations		3,391			23

Other income (expenses):
Net gain (loss) on derivative contracts		9,302			(24,187	)
Interest expense and other		(6,670	)		(7,039	)
Total other income (expenses)		2,632			(31,226	)
Income (loss) income before income taxes		6,023			(31,203	)
Income tax benefit (provision)		—			—
Net income (loss)	$	6,023		$	(31,203	)
Preferred dividends		(11,820	)		(5,632	)
Net income (loss) available to common stockholders	$	(5,797	)	$	(36,835	)

Net income (loss) per share of common stock available to common stockholders:
Basic	$	(0.35	)	$	(2.24	)
Diluted	$	(0.35	)	$	(2.24	)
Weighted average common shares outstanding:
Basic		16,457			16,457
Diluted		16,457			16,457

BATTALION OIL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except share and per share amounts)

	March 31, 2025			December 31, 2024
Current assets:
Cash and cash equivalents	$	73,568		$	19,712
Accounts receivable, net		21,177			26,298
Assets from derivative contracts		15,706			6,969
Restricted cash		91			91
Prepaids and other		901			982
Total current assets		111,443			54,052
Oil and natural gas properties (full cost method):
Evaluated		841,213			816,186
Unevaluated		49,091			49,091
Gross oil and natural gas properties		890,304			865,277
Less: accumulated depletion		(509,945	)		(497,272	)
Net oil and natural gas properties		380,359			368,005
Other operating property and equipment:
Other operating property and equipment		4,669			4,663
Less: accumulated depreciation		(2,589	)		(2,455	)
Net other operating property and equipment		2,080			2,208
Other noncurrent assets:
Assets from derivative contracts		8,846			4,052
Operating lease right of use assets		298			453
Other assets		3,222			2,278
Total assets	$	506,248		$	431,048

Current liabilities:
Accounts payable and accrued liabilities	$	58,499		$	52,682
Liabilities from derivative contracts		14,716			12,330
Current portion of long-term debt		22,579			12,246
Operating lease liabilities		286			406
Total current liabilities		96,080			77,664
Long-term debt, net		196,833			145,535
Other noncurrent liabilities:
Liabilities from derivative contracts		6,272			6,954
Asset retirement obligations		19,428			19,156
Operating lease liabilities		43			84
Commitments and contingencies
Temporary equity:
Redeemable convertible preferred stock: 138,000 shares		189,354			177,535
of $0.0001 par value authorized, issued and outstanding
at March 31, 2025 and December 31, 2024
Stockholders’ equity:
Common stock: 100,000,000 shares of $0.0001 par value authorized;
16,456,563 shares issued and outstanding at March 31, 2025 and
December 31, 2024		2			2
Additional paid-in capital		277,088			288,993
Accumulated deficit		(278,852	)		(284,875	)
Total stockholders’ (deficit) equity		(1,762	)		4,120
Total liabilities, temporary equity and stockholders’ equity	$	506,248		$	431,048

BATTALION OIL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)

	Three Months Ended
	March 31,
	2025			2024
Cash flows from operating activities:
Net income (loss)	$	6,023		$	(31,203	)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depletion, depreciation and accretion		13,080			13,025
Stock-based compensation, net		(109	)		99
Unrealized (gain) loss on derivative contracts		(11,828	)		19,761
Amortization/accretion of financing related costs		395			1,701
Accrued settlements on derivative contracts		(560	)		1,433
Change in fair value of embedded derivative liability		—			(928	)
Other		53			270
Cash flows from operations before changes in working capital		7,054			4,158
Changes in working capital		5,677			(242	)
Net cash provided by operating activities		12,731			3,916

Cash flows from investing activities:
Oil and natural gas capital expenditures		(19,800	)		(24,599	)
Contract asset		—			(7,235	)
Other operating property and equipment capital expenditures		(6	)		(8	)
Other		(306	)		(6	)
Net cash used in investing activities		(20,112	)		(31,848	)

Cash flows from financing activities:
Proceeds from borrowings		63,000			—
Repayments of borrowings		(26	)		(10,026	)
Debt issuance costs		(1,737	)		—
Payment of debt financing costs		—			(129	)
Proceeds from issuance of preferred stock		—			19,500
Merger deposit		—			10,000
Net cash provided by financing activities		61,237			19,345

Net increase (decrease) in cash, cash equivalents and restricted cash		53,856			(8,587	)

Cash, cash equivalents and restricted cash at beginning of period		19,803			57,619
Cash, cash equivalents and restricted cash at end of period	$	73,659		$	49,032

BATTALION OIL CORPORATION SELECTED OPERATING DATA (Unaudited)

	Three Months Ended
	March 31,
	2025			2024
Production volumes:
Crude oil (MBbls)		569			566
Natural gas (MMcf)		1,799			2,180
Natural gas liquids (MBbls)		202			253
Total (MBoe)		1,071			1,182
Average daily production (Boe/d)		11,900			12,989

Average prices:
Crude oil (per Bbl)	$	69.77		$	74.96
Natural gas (per Mcf)		1.57			0.94
Natural gas liquids (per Bbl)		24.07			19.98
Total per Boe		44.24			41.91

Cash effect of derivative contracts:
Crude oil (per Bbl)	$	(7.00	)	$	(12.36	)
Natural gas (per Mcf)		0.81			1.18
Natural gas liquids (per Bbl)		—			—
Total per Boe		(2.36	)		(3.74	)

Average prices computed after cash effect of settlement of derivative contracts:
Crude oil (per Bbl)	$	62.77		$	62.60
Natural gas (per Mcf)		2.38			2.12
Natural gas liquids (per Bbl)		24.07			19.98
Total per Boe		41.88			38.17

Average cost per Boe:
Production:
Lease operating	$	9.67		$	9.80
Workover and other		1.34			0.75
Taxes other than income		2.61			2.53
Gathering and other		11.20			14.62
General and administrative, as adjusted ⁽¹⁾		3.01			2.57
Depletion		11.83			10.68

(1) Represents general and administrative costs per Boe, adjusted for items noted in the reconciliation below:

General and administrative:
General and administrative, as reported	$	4.12		$	3.44
Stock-based compensation:
Non-cash		(0.04	)		(0.08	)
Non-recurring charges and other:
Cash		(1.07	)		(0.79	)
General and administrative, as adjusted⁽²⁾	$	3.01		$	2.57

Total operating costs, as reported	$	28.94		$	31.14
Total adjusting items		(1.11	)		(0.87	)
Total operating costs, as adjusted⁽³⁾	$	27.83		$	30.27

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

BATTALION OIL CORPORATION RECONCILIATION (Unaudited) (In thousands, except per share amounts)

	Three Months Ended
	March 31,
	2025			2024
*As Reported:*
Net (loss) income available to common stockholders – diluted ⁽¹⁾	$	(5,797	)	$	(36,835	)

*Impact of Selected Items:*
Unrealized loss (gain) on derivatives contracts:
Crude oil	$	(5,544	)	$	21,417
Natural gas		(6,284	)		(1,656	)
Total mark-to-market non-cash charge		(11,828	)		19,761
Change in fair value of embedded derivative liability		—			(928	)
Non-recurring charges		1,149			937
Selected items, before income taxes		(10,679	)		19,770
Income tax effect of selected items		—			—
Selected items, net of tax		(10,679	)		19,770

Net loss available to common stockholders, as adjusted ⁽²⁾	$	(16,476	)	$	(17,065	)

Diluted net income (loss) per common share, as reported	$	(0.35	)	$	(2.24	)
Impact of selected items		(0.65	)		1.20
Diluted net loss per common share, excluding selected items ⁽²⁾⁽³⁾	$	(1.00	)	$	(1.04	)


Net cash provided by (used in) operating activities	$	12,731		$	3,916
Changes in working capital		(5,677	)		242
Cash flows from operations before changes in working capital		7,054			4,158
Cash components of selected items		1,709			(496	)
Income tax effect of selected items		—			—
Cash flows from operations before changes in working capital, adjusted for selected items ⁽¹⁾	$	8,763		$	3,662

________________________
(1) Amount reflects net (loss) income available to common stockholders on a diluted basis for earnings per share purposes as calculated using the two-class method of computing earnings per share which is further described in Note 15, Earnings Per Share in our Form 10-K for the year ended December 31, 2024.
(2) Net (loss) income per share excluding selected items and cash flows from operations before changes in working capital adjusted for selected items are non-GAAP measures presented based on management’s belief that they will enable a user of the financial information to understand the impact of these items on reported results. These financial measures are not measures of financial performance under GAAP and should not be considered as an alternative to net income, earnings per share and cash flows from operations, as defined by GAAP. These financial measures may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion’s performance.
(3) The impact of selected items for the three months ended March 31, 2025 and 2024 were calculated based upon weighted average diluted shares of 16.5 million due to the net (loss) income available to common stockholders, excluding selected items.

BATTALION OIL CORPORATION ADJUSTED EBITDA RECONCILIATION (Unaudited) (In thousands)

	Three Months Ended
	March 31,
	2025			2024

Net income (loss), as reported	$	6,023		$	(31,203	)
Impact of adjusting items:
Interest expense		7,189			8,391
Depletion, depreciation and accretion		13,080			13,025
Stock-based compensation		48			99
Interest income		(579	)		(701	)
Unrealized loss (gain) on derivatives contracts		(11,828	)		19,761
Change in fair value of embedded derivative liability		—			(928	)
Non-recurring charges and other		1,149			937
Adjusted EBITDA⁽¹⁾	$	15,082		$	9,381

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

BATTALION OIL CORPORATION ADJUSTED EBITDA RECONCILIATION (Unaudited) (In thousands)

	Three Months			Three Months			Three Months			Three Months
	Ended			Ended			Ended			Ended
	March 31, 2025			December 31, 2024			September 30, 2024			June 30, 2024

Net income (loss), as reported	$	6,023		$	(22,202	)	$	21,628		$	(105	)
Impact of adjusting items:
Interest expense		7,189			6,135			6,873			7,610
Depletion, depreciation and accretion		13,080			14,155			12,533			13,213
Impairment of contract asset		—			18,511			—			—
Stock-based compensation		48			12			5			36
Interest income		(579	)		(278	)		(509	)		(634	)
Loss (gain) on extinguishment of debt		—			7,489
Unrealized loss (gain) on derivatives contracts		(11,828	)		1,648			(28,091	)		(4,434	)
Change in fair value of embedded derivative liability		—			(761	)		41			(436	)
Merger Termination Payment		—			(10,000	)		—			—
Non-recurring charges (credits) and other		1,149			3,310			978			384
Adjusted EBITDA⁽¹⁾	$	15,082		$	18,019		$	13,458		$	15,634

Adjusted LTM EBITDA⁽¹⁾	$	62,193

BATTALION OIL CORPORATION ADJUSTED EBITDA RECONCILIATION (Unaudited) (In thousands)

	Three Months			Three Months			Three Months			Three Months
	Ended			Ended			Ended			Ended
	March 31, 2024			December 31, 2023			September 30, 2023			June 30, 2023

Net (loss) income, as reported	$	(31,203	)	$	32,688		$	(53,799	)	$	(4,748	)
Impact of adjusting items:
Interest expense		8,391			8,917			9,219			9,366
Depletion, depreciation and accretion		13,025			12,337			13,426			14,713
Stock-based compensation		99			161			(686	)		(772	)
Interest income		(701	)		(525	)		(293	)		(234	)
Unrealized loss (gain) on derivatives contracts		19,761			(45,403	)		46,805			(2,332	)
Change in fair value of embedded derivative liability		(928	)		529			(1,878	)		358
Non-recurring charges (credits) and other		937			1,268			831			477
Adjusted EBITDA⁽¹⁾	$	9,381		$	9,972		$	13,625		$	16,828

Adjusted LTM EBITDA⁽¹⁾	$	49,806

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

The MIL Network –

May 15, 2025

MIL-OSI: Investview, Inc. (“INVU”) Reports Financial Results and Current Operational and Financial Highlights for the First Quarter Ended March 31, 2025

Source: GlobeNewswire (MIL-OSI)

Haverford, PA, May 14, 2025 (GLOBE NEWSWIRE) — Investview, Inc. (OTCQB: INVU), a diversified financial technology services company that offers multiple business units across key sectors, including a financial education division offering tools, products and content through a global network of independent distributors; a manufacturing division focused on proprietary aesthetics, health, nutrition, & cognitive wellness products for wholesale and retail markets, with strategic plans for global expansion; an early-stage online trading platform that intends to offer self-directed retail brokerage services; and a business unit that owns and operates a sustainable blockchain business focused on bitcoin mining, today reported its first quarter 2025 financial results and shared highlights of key operational progress, strategic milestones, and forward-focused initiatives.

Summary Consolidated Financial Highlights:

Results of Operations-Three Months Ended March 31, 2025 vs March 31, 2024

Gross Revenue (a Non-GAAP measure) decreased 35.3% to $10.7 million for the three months ended March 31, 2025, compared to $16.5 million for the comparable prior year period.
Net Revenue decreased 36.0% to $10.0 million for the three months ended March 31, 2025, compared to $15.7 million for the comparable prior year period.
Net cash used in operating activities was ($3.4) million for the three months ended March 31, 2025, compared to net cash provided by operating activities of $4.8 million for the comparable prior year period.
Net income from operations decreased 122.1% to ($0.4) million for the three months ended March 31, 2025, compared to net income from operations of $1.9 million for the comparable prior year period.

Balance Sheet Data – March 31, 2025 vs December 31, 2024

Cash and cash equivalents at March 31, 2025 was $17.5 million, down $5.0 million or 22.1% from $22.5 million at December 31, 2024. The decrease was mainly attributable to a deposit to secure a writ of attachment order of $1.9 million in favor of the Company, an increase in bitcoin holdings of $0.5 million, an increase in prepaid assets of $0.8 million, purchases of inventory and manufacturing equipment of $0.7 million, and payments made under an agreement for the purchase of our common shares in a private transaction of $0.8 million.
Total assets decreased by $1.6 million or 5.2% to $29.9 million. Total liabilities decreased by $1.2 million or 8.7% to $13.1 million. Our current ratio remains strong at 2.29 as of March 31, 2025.
Working capital balance decreased by 6.1% at March 31, 2025, a decrease of $0.9 million from December 31, 2024.
Outstanding debt increased by $0.1 million to $3.3 million at March 31, 2025, up from $3.2 million at December 31, 2024.
Total stockholders’ equity at March 31, 2025 was $16.8 million, a decrease of $0.4 million, or 2.2%, from $17.2 million at December 31, 2024.

Comments on our industry segments and business units

Financial Education and Technology Segment

iGenius net revenue in the first quarter of 2025 was $8.8 million, a decrease of $4.2 million or 32.5% over the comparable period in 2024. The decrease was largely attributable to a combination of shifts in consumer behavior and demand following the COVID-19 pandemic as individuals reassess their spending priorities, lifestyle choices, and engagement habits. Broader macroeconomic headwinds also contributed to a general slowdown in direct sales and home-based business sectors.

Despite these challenges, iGenius remains optimistic about its long-term growth trajectory. The company is actively investing in the expansion of its sales network and is focused on broadening its portfolio of products and services. Management is confident that the core direct selling model remains robust and scalable, particularly as it evolves to include offerings beyond financial education.

As part of its strategic vision, iGenius plans to strengthen its value proposition through the continued development of its myLife Wellness division, which includes health, beauty, and wellness products. These initiatives are expected to enhance engagement across the sales network and drive future growth opportunities.

Our Blockchain Technology and Crypto Mining Products and Services Segment

SAFETek net revenue in the first quarter of 2025 was $0.9 million, a decrease of $1.8 million or 67.3% over the comparable period. The decrease in net revenue was primarily driven by the April 2024 Bitcoin halving event, which reduced block rewards by 50%, a more than 3.5% increase in mining network difficulty for the period, and a government-mandated energy curtailment due to low hydroelectric reservoir levels in our host country.

Despite a highly challenging environment, SAFETek successfully produced 9.12 Bitcoin during the first quarter of 2025. The company navigated the combined impact of tighter block rewards, escalating network difficulty, and energy restrictions, while simultaneously capitalizing on reduced power costs resulting from the curtailment, effectively turning operational adversity into a cost-management initiative that we expect will serve us well over time.

In 2024, SAFETek proactively executed key strategic initiatives to fortify long-term operational efficiency. These included the retirement of legacy mining hardware, deployment of next-generation ASIC miners, and the consolidation of mining operations—collectively lowering our hash cost and enhancing our competitive position in the global mining landscape. Importantly, we remain debt-free on all equipment purchases and maintain a strong balance sheet that provides the financial flexibility to pursue selective expansion opportunities.

SAFETek currently holds a reserve of nearly 2,900 mining machines, strategically positioned for deployment in qualified expansion scenarios. While the Bitcoin mining sector continues to evolve amid macroeconomic and protocol-level shifts, our outlook remains cautiously optimistic. We are committed to a disciplined, forward-looking strategy that prioritizes long-term sustainability and prepares us to scale when conditions improve.

Our Manufacturing and Development of Health, Beauty and Wellness Products Segment

In October 2024, we entered the over-the-counter health, beauty, and wellness market through our wholly owned subsidiary, myLife Wellness Company (“myLife Wellness”), with the strategic acquisition of Renu Laboratories, Inc. (“Renu Labs”), a contract developer and manufacturer of proprietary and non-proprietary products serving wholesale and retail clients. This acquisition marks a key milestone in our strategy to extend our platform into high-demand consumer verticals, with a growing focus on aesthetics, nutrition, and cognitive wellness.

Since the acquisition, we have made accelerated investments in Renu Labs’ core capabilities, including upgraded equipment, enhanced production technology, and key talent recruitment, which have resulted in measurable gains in both production output and operational efficiency. Net revenue for the first quarter of 2025 totaled $0.4 million. Encouragingly, net revenue generated to date in the second quarter has already exceeded first-quarter results, signaling continued momentum.

We are optimistic about Renu’s long-term growth trajectory and are focused on scaling manufacturing capacity while expanding our product portfolio and contract manufacturing (CMO) engagements with qualified partners. These steps are designed to position Renu as a nimble and scalable manufacturer in a market increasingly seeking trusted, innovative wellness product providers.

As the commercial arm of this initiative, myLife Wellness will serve as both the marketing engine and e-commerce platform for the products developed and manufactured by Renu Labs. The brand’s growing product catalog, centered around aesthetics, health, nutrition, and cognitive wellness, is expected to be distributed through a combination of retail (B2C) and wholesale (B2B) channels.

In addition to operating as a standalone consumer platform, myLife Wellness will also benefit from strategic collaboration with our iGenius subsidiary, enabling expanded access to retail, wholesale, and direct-to-consumer channels. This partnership is expected to significantly enhance market reach, while creating new revenue opportunities by introducing wellness products to a global member base and established consumer relationships.

We believe this integrated ecosystem represents a powerful foundation for long-term value creation across the health and wellness space.

Our Financial Services Initiatives

In March 2024, we achieved a significant milestone in our fintech growth strategy with the acquisition of Opencash Securities LLC, an early-stage registered broker-dealer. While the platform has not yet commenced commercial operations, this acquisition represents a strategic foundation for building a modern, mobile-first trading experience to-be focused on accessibility, simplicity, and cost-efficiency for retail investors globally.

Opencash is currently advancing through its final stages of development, including clearing integration, infrastructure buildout, and internal testing, in preparation for its commercial launch. Our goal is to establish Opencash as a low-cost, and commission-free platform offering trading in stocks, ETFs, and options, tailored to meet the expectations of today’s digitally native investor.

The Opencash initiative is designed to work in tandem with our proprietary MPower Trading Systems – Prodigio trading engine, acquired in 2021. Once fully deployed, we expect to offer two complementary trading solutions under the Opencash brand:

Opencash – a streamlined platform for everyday retail investors
OpencashPro – a feature-rich platform for advanced traders and active investors

Together, these platforms are expected to deliver a seamless, data-driven trading experience that integrates intelligent analytics, automation, and user-friendly interfaces, positioning us competitively in the evolving fintech landscape.

We remain optimistic about the long-term potential of the Opencash platform and are committed to executing a disciplined phased rollout that prioritizes regulatory readiness, technological integrity, and a superior user experience.

Operational Highlights (Quotes)

Victor Oviedo, Investview CEO, commented, “during the first quarter of 2025, Investview continued to make strategic progress across its diversified operating segments. In our financial education and direct selling division, iGenius generated $8.8 million in net revenue. While this represented a material contraction in our business compared to the prior-year period, the business remains focused on long-term growth through the planned expansion of its global sales network and the planned integration of health and wellness offerings from myLife Wellness.

“Our blockchain and crypto mining division, SAFETek, produced 9.12 Bitcoin during the quarter despite facing significant headwinds including the April 2024 halving event, a network difficulty increase of over 3.5%, and a government-mandated energy curtailment. These challenges were met with proactive operational adjustments, including the retirement of legacy hardware and the deployment of next-generation ASIC miners. SAFETek remains debt-free on all equipment purchases and holds a reserve of approximately 2,900 mining machines, preserving flexibility for future expansion.

“In our health, beauty, and wellness segment, Renu Labs generated $0.4 million in net revenue for the quarter, with revenues to date in Q2 2025 already exceeding first-quarter results. Strategic investments in production technology, equipment, and personnel are expected to lead to continued improvements in output and efficiency. The Company continues to position itself as a nimble and scalable manufacturer serving both proprietary and third-party CMO clients.

“Our fintech division also advanced with the continued development of Opencash Securities LLC. As a mobile-first platform for low-cost, and commission-free trading of stocks, ETFs, and options, “Opencash is progressing through clearing integration and platform testing in preparation for launch. The platform is expected to work in tandem with our MPower Prodigio trading engine, offering solutions for both retail and advanced traders under the Opencash and OpencashPro brands.

“Investview ended the quarter with $17.5 million in cash and cash equivalents, $1.7 million in bitcoin, maintained a strong current ratio of 2.29 and had a working capital balance of $14.2 million, reflecting prudent financial management and positioning the company to capitalize on future growth opportunities across its expanding portfolio.”

About Investview, Inc.

Investview, Inc., a Nevada corporation, operates a financial technology (FinTech) services company, offering several different lines of business, including a Financial Education and Technology business that delivers a series of products and services involving financial education, digital assets and related technology, through a network of independent distributors; and a Blockchain Technology and Crypto Mining Products and Services business, including leading-edge research, development and FinTech services involving the management of digital asset technologies with a focus on Bitcoin mining and the new generation of digital assets. In addition, we are in the process of creating a Brokerage and Financial Markets business within the investment management and brokerage industries by, among others, commercializing on a proprietary trading platform we acquired in September 2021. For more information on Investview, please visit: www.investview.com.

About Opencash Securities LLC

Brokerage services are provided by Opencash Securities LLC, a member of FINRA and SIPC. Options involve risk and are not suitable for all investors. Please review Characteristics and Risks of Standardized Options prior to engaging in options trading. Opencash Securities LLC does not provide investment advice. Please consult with investment, tax, or legal professionals before making any investment decisions. All investments involve risks, including the possible loss of capital. Check the background of this investment professional on BrokerCheck. Opencash Securities LLC is a wholly-owned subsidiary of Investview, Inc.

Forward-Looking Statement

All statements in this release that are not based on historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies, and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “should,” “could,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate” or other comparable terms. These forward-looking statements are based on Investview’s current beliefs and assumptions and information currently available to Investview and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Our forward-looking statements expect that we will be able to expand the scope and scale of our iGenius network, despite the recent material contractions in its business. Our forward-looking statements also expect that we will ultimately be able to develop retail brokerage operations at Opencash, although it is currently in the pre-revenue and early stage of its operations. We plan to do this by, among others, investing the funds we believe are necessary to develop the infrastructure necessary to achieve retail operations. This includes, among others, the on-boarding of customer support personnel and software developers, the development and implementation of a marketing strategy, the securing of necessary securities clearing arrangements, and the continued development of the online Opencash trading platform and completing its integration with the proprietary algorithmic trading platform we acquired in September 2021. Despite our best efforts, there can be no assurance that we will be able to achieve these objectives on a timely basis, if at all, as the development of an early-stage securities brokerage business involves inherent regulatory and operational risks and uncertainties, including the uncertain ability of us to integrate the Opencash investment platform application with the proprietary algorithmic trading platform we acquired in September 2021, particularly as the platform we acquired in 2021 has not been placed in commercial service since 2021; thus, any such integration could be subject to IT-related and commercial risks. More information on potential factors that could affect Investview’s financial results is included from time to time in Investview’s public reports filed with the U.S. Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. The forward-looking statements made in this release speak only as of the date of this release, and Investview, Inc. assumes no obligation to update any such forward-looking statements to reflect actual results or changes in expectations, except as otherwise required by law.

Investor Relations
Contact: Ralph R. Valvano
Phone Number: 732.889.4300
Email: pr@investview.com

Reconciliation of Gross Revenue to Net Revenue
(unaudited)

As used in this report, Gross Revenues are not a measure of financial performance under United States Generally Accepted Accounting Principles (“GAAP”). Gross Revenues are presented as they are used by management to understand the total revenue before certain items such as refunds, incentives, credits, chargebacks, and amounts paid to third party providers. The non-GAAP Gross Revenue measure is a supplement to the GAAP financial information. A reconciliation between Gross Revenue (non-GAAP) and Net Revenue is presented in the table below.

Gross Revenue (non-GAAP) to Net Revenue reconciliation for the three months ended March 31, 2025 is as follows:

	Membership revenue			Mining revenue		Health and wellness product sales			Other Revenue		Total
Gross billings/receipts	$	9,439,857		$	862,944	$	368,443		$	7,344	$	10,678,588
Refunds, incentives, credits, and chargebacks		(648,414	)		–		(122	)		–		(648,536	)
Net revenue	$	8,791,443		$	862,944	$	368,321		$	7,344	$	10,030,052

Gross Revenue (non-GAAP) to Net Revenue reconciliation for the three months ended March 31, 2024 is as follows:

	Membership Revenue			Mining Revenue		Total
Gross billings/receipts	$	13,851,294		$	2,642,599	$	16,493,893
Refunds, incentives, credits, and chargebacks		(821,976	)		–		(821,976	)
Net revenue	$	13,029,318		$	2,642,599	$	15,671,917

The MIL Network –

May 15, 2025

MIL-OSI USA: Another First: NASA Webb Identifies Frozen Water in Young Star System

Source: NASA

Is frozen water scattered in systems around other stars? Astronomers have long expected it is, partially based on previous detections of its gaseous form, water vapor, and its presence in our own solar system.
Now there is definitive evidence: Researchers confirmed the presence of crystalline water ice in a dusty debris disk that orbits a Sun-like star 155 light-years away using detailed data known as spectra from NASA’s James Webb Space Telescope. (The term water ice specifies its makeup, since many other frozen molecules are also observed in space, such as carbon dioxide ice, or “dry ice.”) In 2008, data from NASA’s retired Spitzer Space Telescope hinted at the possibility of frozen water in this system.
“Webb unambiguously detected not just water ice, but crystalline water ice, which is also found in locations like Saturn’s rings and icy bodies in our solar system’s Kuiper Belt,” said Chen Xie, the lead author of the new paper and an assistant research scientist at Johns Hopkins University in Baltimore, Maryland.
All the frozen water Webb detected is paired with fine dust particles throughout the disk — like itsy-bitsy “dirty snowballs.” The results published Wednesday in the journal Nature.
Astronomers have been waiting for this definitive data for decades. “When I was a graduate student 25 years ago, my advisor told me there should be ice in debris disks, but prior to Webb, we didn’t have instruments sensitive enough to make these observations,” said Christine Chen, a co-author and associate astronomer at the Space Telescope Science Institute in Baltimore. “What’s most striking is that this data looks similar to the telescope’s other recent observations of Kuiper Belt objects in our own solar system.”
Water ice is a vital ingredient in disks around young stars — it heavily influences the formation of giant planets and may also be delivered by small bodies like comets and asteroids to fully formed rocky planets. Now that researchers have detected water ice with Webb, they have opened the door for all researchers to study how these processes play out in new ways in many other planetary systems.

The star, cataloged HD 181327, is significantly younger than our Sun. It’s estimated to be 23 million years old, compared to the Sun’s more mature 4.6 billion years. The star is slightly more massive than the Sun, and it’s hotter, which led to the formation of a slightly larger system around it.
Webb’s observations confirm a significant gap between the star and its debris disk — a wide area that is free of dust. Farther out, its debris disk is similar to our solar system’s Kuiper Belt, where dwarf planets, comets, and other bits of ice and rock are found (and sometimes collide with one another). Billions of years ago, our Kuiper Belt was likely similar to this star’s debris disk.
“HD 181327 is a very active system,” Chen said. “There are regular, ongoing collisions in its debris disk. When those icy bodies collide, they release tiny particles of dusty water ice that are perfectly sized for Webb to detect.”

Water ice isn’t spread evenly throughout this system. The majority is found where it’s coldest and farthest from the star. “The outer area of the debris disk consists of over 20% water ice,” Xie said.
The closer in the researchers looked, the less water ice they found. Toward the middle of the debris disk, Webb detected about 8% water ice. Here, it’s likely that frozen water particles are produced slightly faster than they are destroyed. In the area of the debris disk closest to the star, Webb detected almost none. It’s likely that the star’s ultraviolet light vaporizes the closest specks of water ice. It’s also possible that rocks known as planetesimals have “locked up” frozen water in their interiors, which Webb can’t detect.
This team and many more researchers will continue to search for — and study — water ice in debris disks and actively forming planetary systems throughout our Milky Way galaxy. “The presence of water ice helps facilitate planet formation,” Xie said. “Icy materials may also ultimately be ‘delivered’ to terrestrial planets that may form over a couple hundred million years in systems like this.”
The researchers observed HD 181327 with Webb’s NIRSpec (Near-Infrared Spectrograph), which is super-sensitive to extremely faint dust particles that can only be detected from space.
The James Webb Space Telescope is the world’s premier space science observatory. Webb is solving mysteries in our solar system, looking beyond to distant worlds around other stars, and probing the mysterious structures and origins of our universe and our place in it. Webb is an international program led by NASA with its partners, ESA (European Space Agency) and CSA (Canadian Space Agency).
To learn more about Webb, visit:
https://science.nasa.gov/webb
Downloads
Click any image to open a larger version.
View/Download all image products at all resolutions for this article from the Space Telescope Science Institute.
View/Download the research results from the journal Nature.

Laura Betz – laura.e.betz@nasa.govNASA’s Goddard Space Flight Center, Greenbelt, Md.
Claire Blome – cblome@stsci.eduSpace Telescope Science Institute, Baltimore, Md.
Christine Pulliam – cpulliam@stsci.eduSpace Telescope Science Institute, Baltimore, Md.

View Webb images of other debris disks around Vega, Fomalhaut, Beta Pictoris, and AU Microscopii
Learn more about spectroscopy
Read more: Webb’s Near-infrared Spectrograph (NIRSpec)
More Webb News
More Webb Images
Webb Science Themes
Webb Mission Page

What is the Webb Telescope?
SpacePlace for Kids
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Ciencia de la NASA
NASA en español
Space Place para niños

MIL OSI USA News –

May 15, 2025
MIL-OSI Security: Long-Time Fugitive Extradited to the United States to Face Charges for Orchestrating Mail Fraud Scheme Defrauding Elderly and Vulnerable Victims of Over $10 Million

Source: Office of United States Attorneys

NEWARK, N.J. – A German man was extradited from Italy and arrested for orchestrating a massive mail fraud scheme targeting elderly and otherwise vulnerable victims with false and fraudulent psychic solicitations, U.S. Attorney Alina Habba announced.

Georg Ingenbleek, 58, a citizen of Germany, was indicted in 2020 and has been a fugitive. He was apprehended in Bolzano, Italy in 2024 and returned yesterday via Newark International Airport to face an indictment charging him with two counts of mail fraud. Ingenbleek made his initial appearance and arraignment on May 9, 2025, before U.S. Magistrate Judge Leda Dunn Wettre. He pleaded not guilty and was remanded without bail.

According to the Indictment and statements made in court:

From at least 2011 through 2016, Ingenbleek created numerous direct mail solicitations supposedly from world-renowned psychics, falsely and fraudulently claiming that the recipients were being contacted because they had been the subject of specific visions by the psychics, including visions that the recipients were going to receive large sums of money and good fortune. Many of the letters falsely promised that the psychic services being offered were free of charge. In fact, the letters were mass-produced using software and information provided by Ingenbleek to a direct mail marketing services company, Company-1, located in Piscataway, New Jersey, which Ingenbleek retained to print and mail the solicitations.

Ingenbleek directed a second company, Company-2, to send fraudulent billing notices to the same victims that stated that the victims owed money for psychic services, which in many cases had been offered free of charge. The fraudulent billing notices were labeled “collection notices” and “invoices,” falsely representing that the victims owed late payment fees, and falsely stating that a psychic or astrology organization would refer the victim to a “collection agency” and take legal action if the victim did not send a check, usually for $20 to $50. Through his fraudulent psychic mailing campaign, Ingenbleek obtained more than $10 million dollars from victims.

In September 2016, Ingenbleek directed representatives of Company-1 and Company-2 to destroy all materials related to his fraudulent psychic mailings in response to federal criminal investigations into his conduct and the conduct of other participants in the scheme. In one email, dated September 23, 2016, Ingenbleek told a representative of Company-2, “You cannot wait! I advise you urgently to get rid of the material! Use your own car, rent a truck, start today, work all weekend.”

The mail fraud charges each carry a maximum potential penalty of 20 years in prison and a $250,000 fine, or twice the gross gain or loss from the offense.

U.S. Attorney Habba credited postal inspectors of the U.S. Postal Inspection Service Philadelphia Division, under the direction of Inspector in Charge Christopher A. Nielsen; special agents of IRS – Criminal Investigation Newark Field Office, under the direction of Special Agent in Charge Jenifer Piovesan; and special agents of HSI New York, under the direction of Acting Special Agent in Charge Michael Alfonzo, with the investigation leading to the charges, and HSI Rome and the Justice Department’s Office of International Affairs for providing significant assistance in securing the defendant’s extradition from Italy.

The government is represented by Assistant United States Attorneys Jonathan Fayer and Olta Bejleri of the Economic Crimes Unit in Newark.

The charges and allegations in the indictment are merely accusations, and the defendant is presumed innocent unless and until proven guilty.

###

Defense counsel: Daniel Rashbaum, Esq., Miami, Florida.

MIL Security OSI –

May 15, 2025
MIL-OSI USA: Rep. Loudermilk Asks House Ways & Means to Make 1099-K Threshold Fix in Reconciliation Bill. – U.S. Representative Barry Loudermilk

Source: United States House of Representatives – Representative Barry Loudermilk (R-GA)

Washington D.C. (May 14, 2025) | Rep. Barry Loudermilk (GA-11) issued the following statement after he authored a letter to Ways and Means Committee Chair, Rep. Jason Smith, asking the committee to fix the American Rescue Plan Act (ARPA) IRS 1099-K threshold in the upcoming Tax Cuts and Jobs Act (TCJA) reauthorization.

“The American Rescue Plan Act was signed into law in March 2021. This was President Biden’s first reconciliation bill, including a pay-for that lowers the thresholds of reporting transactions on peer-to-peer payment platforms from $20,000 and 200 transactions to just $600 with no minimum transaction number. In practice, this lower threshold requires these platforms to report millions of untaxable transactions to the IRS, and the platforms have to provide a Form 1099-K to hundreds of thousands of people who do not need it. Additionally, this change would require people to keep detailed records of purchases or sales on items that need not be reported, which leads to over-reporting and overpaying, and in some cases could lead to an unwarranted audit. The ARPA change also threatens to delay processing for legitimate tax documents, leading to further delays and even greater backlogs at the agency.

“This provision is a gross example of federal overreach, and I am pleased that Chairman Smith has included this fix in the reconciliation bill. Returning to the pre-ARPA thresholds is a win for Americans and government efficiency.”

Here is a statement of support from the Coalition for 1099-K Fairness:

“The Coalition for 1099-K Fairness thanks Rep. Barry Loudermilk and the more than 20 members of Congress who sent a letter to Rep. Jason Smith, Chairman of the House Ways and Means Committee, encouraging him to return the 1099-K reporting threshold to $20,000. As the letter notes, the current, lower reporting requirement, creates unnecessary confusion for American taxpayers and could result in overpayment and unnecessary IRS scrutiny.

At a time of economic uncertainty, small business owners and consumers need policies that simplify their operations, not needless burdens.

We are grateful that Chairman Smith included this language in the Ways and Means Committee bill – which passed in Committee this week — to permanently increase the 1099-K reporting threshold and look forward to seeing this important change enacted into law later this year.”

Click here to read the full letter

MIL OSI USA News –

May 15, 2025
MIL-OSI USA: Atlanta Attorney Sentenced in Syndicated Conservation Easement Tax Scheme

Source: US State of California

A Georgia attorney was sentenced today to 16 months in prison for obstructing the IRS in connection with his participation in the promotion of abusive syndicated conservation easement tax shelters.

The following is according to court documents and statements made in court: Vi Bui was an attorney and partner at Sinnott & Co., an Atlanta-based company. Beginning at least in 2012 and continuing through at least May 2020, Bui participated in a scheme to defraud the IRS by organizing, marketing, implementing, and selling illegal syndicated conservation easement tax shelters created and organized by co-conspirators Jack Fisher, James Sinnott, and others. Fisher and Sinnott were convicted at trial for their involvement in the scheme, and in January 2024, they were sentenced to 25 and 23 years in prison, respectively.

The scheme entailed the creation of partnerships that purchased land and land-owning companies and then donated conservation easements over that land or the land itself. Appraisers generated fraudulent and inflated appraisals of the conservation easements. The partnerships then claimed a charitable contribution tax deduction based on the inflated value of the conservation easement, resulting in a fraudulent tax deduction flowing to the wealthy clients who purchased units in the partnership. Many of these clients joined the tax shelters after the donation of the interest in land and after the end of the relevant tax year. Bui knew that in order to make it appear that the participants had timely purchased their units in the tax shelters, Fisher, Sinnott, and others backdated and instructed others to backdate documents, including subscription agreements, checks, and other documents.

Bui anticipated that the syndicated conservation easement transactions would be audited. In order to deceive the IRS, Bui and others took steps to make the partnerships appear as legitimate real estate development companies. They created and disseminated lengthy documents disguising the true nature of the transaction, instituted sham “votes” for what to do with the land that the partnership owned despite knowing that outcome was predetermined, and falsified paperwork such as appraisals and subscription agreements.

In one instance, when investigators conducted an undercover operation in 2018, Bui, believing that the IRS was auditing an individual’s tax returns, prepared false documents related to a 2014 syndicated conservation easement tax shelter with the intent to make it appear that the documents were executed before the purported donation of the conservation easement in 2014 and before the 2014 tax returns had been filed.

Bui earned substantial income for his role in the illegal scheme. He also used the fraudulent tax shelters to evade his own taxes, filing false personal tax returns from 2013 through 2018 that claimed false tax deductions from the illegal syndicated conservation easement tax shelters.

In addition to his prison sentence, U.S. District Court Chief Judge Timothy C. Batten Sr. for the Northern District of Georgia ordered Bui to serve one year of supervised release and to pay $8,250,244 in total restitution to the IRS.

Acting Deputy Assistant Attorney General Karen E. Kelly of the Justice Department’s Tax Division and U.S. Attorney Theodore S. Hertzberg for the Northern District of Georgia made the announcement. They also thanked the U.S. Attorney’s Office for the Western District of North Carolina for their assistance in the investigation of this matter.

IRS Criminal Investigation and the U.S. Postal Inspection Service investigated the case.

Senior Litigation Counsel Richard M. Rolwing, and Trial Attorneys Parker Tobin, Jessica Kraft, and Nicholas Schilling of the Tax Division prosecuted the case, with support from Assistant U.S. Attorney Samir Kaushal for the Northern District of Georgia.

MIL OSI USA News –

May 15, 2025
MIL-OSI Security: Father and Son Sentenced for Role in International Market Manipulation Scheme Related to New Jersey Deli

Source: Office of United States Attorneys

CAMDEN, N.J. – A father and son were sentenced on May 13, 2025, for their roles in orchestrating a large-scale market manipulation scheme related to two publicly traded companies, U.S. Attorney Alina Habba announced.

Peter Coker, Sr., 82, of Chapel Hill, North Carolina, and Peter Coker, Jr., 56, formerly of Hong Kong, China, had pleaded guilty, on December 19, 2024, before U.S. District Judge Christine P. O’Hearn to securities fraud and conspiracy to commit securities fraud. Coker, Sr. was sentenced to six months’ imprisonment, three years’ supervised release, including six months’ home detention, and fines totaling $500,000. Coker, Jr. was sentenced to 40 months’ imprisonment, three years’ supervised release, and fines totaling $250,000.

James Patten, 65, of Winston-Salem, North Carolina also previously pleaded guilty to the same charges and is awaiting sentencing.

According to documents filed in this case and statements made in court:

From 2014 through September 2022, Peter Coker Sr., Peter Coker Jr., and Patten conspired to enrich themselves through a scheme to manipulate securities prices via a pattern of coordinated trading, which injected inaccurate information into the marketplace, creating false impressions of supply and demand for these securities.

As part of the securities fraud scheme, the defendants targeted two publicly traded companies—Hometown International Inc. and E-Waste Corp.—which both traded on the OTC Link Alternative Trading System, also known as the OTC Marketplace. The OTC Marketplace is an alternative trading system that contains three tiers of markets, which are largely based on the quality and quantity of the listed companies’ information and disclosures.

Coker Sr., Coker Jr., and Patten took steps to gain control of both entities’ management and stock with the ultimate intention of entering reverse mergers, a transaction through which an existing public company merges with a private operating company. A successful reverse merger would allow the defendants to sell shares of each entity at a significant profit.

In or around 2014, two New Jersey residents began the process of opening a local deli in Paulsboro, New Jersey. One of the individuals discussed his interest in opening the deli with Patten, a long-time friend, who suggested the creation of Hometown International, an umbrella corporation, under which the deli would operate as a wholly owned subsidiary. Unbeknownst to the deli owners, after Hometown International was formed, Patten and his associates began positioning Hometown International as a vehicle for a reverse merger that would yield substantial profit to them.

Around October 2019, Hometown International began selling shares on the OTC Marketplace. Patten, Coker Sr., and Coker Jr. furthered their scheme by gaining control of Hometown International’s management and its shares from the deli owners. Coker Sr., Coker Jr., and Patten took similar actions to gain control of E-Waste Corporation’s stock and management. The defendants also arranged for the transfer of millions of shares of stock to a number of nominee entities, including entities controlled by Coker Jr., in an effort to mask their control of the shares.

In addition, the defendants transferred shares to family members, friends, and associates and gained control over their trading accounts by obtaining their log-in information to conceal the defendants’ involvement. The defendants then used those accounts to commit a number of coordinated trading events, often referred to as match and wash trades, to trade in Hometown International and E-Waste Corp.’s stock on both sides of the transaction.

These tactics artificially inflated the price of Hometown International and E-Waste’s stock by giving the false impression that there was a genuine market interest in the stock. Their scheme had the ultimate impact of artificially inflating Hometown International’s stock by approximately 939 percent and E-Waste’s stock by approximately 19,900 percent.

U.S. Attorney Habba credited special agents of the FBI’s Philadelphia Division, under the direction of Special Agent in Charge Wayne A. Jacobs, and special agents of IRS-Criminal Investigation, under the direction of Special Agent in Charge Jenifer L. Piovesan in Newark, with the investigation. He also thanked special agents from FBI Charlotte, FBI Los Angeles, FBI San Francisco, FBI Denver, and FBI Knoxville, for their assistance.

The government is represented by Lauren E. Repole, Deputy Chief of the Criminal Division, and Assistant U.S. Attorney Aaron Webman of the Economic Crimes Unit.

###

Defense counsel:

Peter Coker, Sr.: John Azzarello, Esq. (Morristown, New Jersey), William McGovern, Esq. (New York, New York)

Peter Coker, Jr.: Zach Intrater and Marc Agnifilo (New York, New York)

MIL Security OSI –

May 15, 2025
MIL-OSI USA: ICYMI: Senator Reverend Warnock Takes Fight to Protect Georgia’s Clean Energy Jobs to Savannah

US Senate News:

Source: United States Senator Reverend Raphael Warnock – Georgia

ICYMI: Senator Reverend Warnock Takes Fight to Protect Georgia’s Clean Energy Jobs to Savannah

Senator Reverend Warnock returned to his hometown to continue his public pressure campaign urging Congressional Republicans to protect clean energy tax credits fueling an expected 42,000 Georgia clean energy jobs
Senator Warnock released a comprehensive report on how Georgia risks losing up to 42,000 good-paying jobs if Washington Republicans repeal the Inflation Reduction Act’s (IRA) Clean Energy Tax Credits

Senator Warnock was instrumental in securing these clean energy tax credits which supercharged the clean energy economy and is expected to create tens of thousands of good-paying jobs in Georgia

Since the tax credits were put into place, 51 clean energy projects worth over $28 billion have come to Georgia, largely centered in rural communities
These jobs and investments are under threat from a Republican-controlled Washington

Uncertainty over the IRA’s future and its incentives could lead to billions of lost investments and thousands of lost jobs, hurting Georgia’s workers, families, and economy

ICYMI from Savannah Morning News: U.S. Senator Warnock takes fight for clean energy tax credits to Savannah

Above: Senator Reverend Warnock uplifts his new report on Georgia’s clean energy economy during a press conference in Savannah
Photo credit: Richard Burkhart, Savannah Morning News
Savannah, GA – This week, U.S. Senator Reverend Raphael Warnock (D-GA) brought the fight to protect up to 42,000 good-paying Georgia jobs to his hometown of Savannah, Georgia. The Senator continued to speak out against Congressional Republicans’ attempts to claw back clean energy tax credits, which would put thousands of jobs and billions in investments at risk.
Senator Warnock held a press conference at the Georgia Ports Authority headquarters to uplift his new report that details how Georgia risks losing up to 42,000 good-paying jobs if Washington Republicans repeal the Inflation Reduction Act’s (IRA) Clean Energy Tax Credits. The report found Georgia’s clean energy economy has led the nation following the 2022 passage of these tax credits while also providing a stark warning on the risks posed to Georgia’s clean energy jobs and project investments amid the economic uncertainty being fueled by the reckless actions and threats of the Trump administration and Congressional Republicans.
The report and Savannah press conference comes as House Republicans laid out plans on Monday to phase out clean energy tax credits, slash spending on electric vehicles and renewable energy, and claw back other climate-related funds as part of the Washington Republicans’ attempt to pass a broad tax bill that would cut federal investments in our nation’s clean energy economy, alongside other cuts across the federal government, in order to offset a tax cut for the wealthiest earners in America.
Senator Warnock’s leadership was critical in crafting and passing the landmark climate legislation in 2022. Since these tax credits were signed into law, clean energy jobs and investments exploded across the country, but nowhere was that growth more potent than in Georgia. In less than three years, clean energy businesses have announced 51 new projects worth over $28 billion in Georgia. Investment in clean energy manufacturing, including batteries, solar panels, and electric vehicles has increased by a factor of ten. All these gains are at risk if Washington Republicans repeal the Clean Energy Tax Credits.
Coverage of Senator Warnock’s Savannah press conference can be found below:
Savannah Morning News: U.S. Senator Warnock takes fight for clean energy tax credits to Savannah
U.S. Sen. Raphael Warnock took his fight to save clean energy tax credits from the Inflation Reduction Act to Savannah on Monday, holding a press conference touting the impacts of IRA credits to Georgia’s economy.
Warnock’s office released a report last week that claimed the state is at risk of losing as many as 42,000 jobs and nearly $28 billion in investment if IRA credits were cut. The senator’s push comes as the U.S. Congress works through its budget reconciliation process, where some tax credits may face repeal.
During the press conference Monday, which was held at the Georgia Ports Authority headquarters, Warnock put the onus on Georgia’s federal Republicans to fight for the credits.
“Now it’s up to Georgia’s congressional Republicans to protect these clean energy credits,” Warnock said. “Let’s choose the people over politics. Let’s choose jobs over the games that so often get played in Washington, D.C. Let’s protect these jobs and protect these investments.”
Select House Republicans sent a letter to the House Ways and Means Committee leadership in early March advocating for “targeted and pragmatic” changes to energy-related tax code. Rep. Buddy Carter, who represents Georgia’s coast and recently announced a bid for the U.S. Senate, signed onto the letter.
Warnock said Monday that he is fighting to retain all of the IRA’s credits, citing statistics from his office’s report that every $1 in federal investment from the IRA yields another $4.50 in private investment. “We ought to keep all of them,” Warnock said. “Who are we compromising with, ourselves?”
Savannah Morning News: U.S. Senator Warnock’s report says manufacturing jobs at risk if IRA is repealed
Sen. Raphael Warnock wants the entire U.S. to know that Georgia has shown that “the future is green, the future is clean.”
Unless, that is, the U.S. republican-led Congress decides to cut clean energy tax credits created by the President Joe Biden-era Inflation Reduction Act (IRA). Congress is set to go through its budget reconciliation process in coming months and Warnock has sounded the alarm with a report issued last week stating Georgia could be at risk of losing as many as 42,000 jobs and nearly $28 billion in investment if IRA credits were cut.
Warnock believes Georgia has shown his republican colleagues that the U.S. does not have to “decide between the economy and the environment, that you can work on both of those things.”
Warnock feels that his office’s report clearly outlines the consequences if the tax credits were to go away, especially for Georgia, which he called “the big winner” from the IRA.
A statement from his office’s report reads, “Overall post-IRA business investment in Georgia clean energy manufacturing has totaled nearly $16.4 billion, which is over 10 times greater than clean energy manufacturing investment in the previous two years.”
WTOC: Senator Warnock pushes back against proposed repeal of clean energy tax credit
Congressional Republicans are considering repealing Clean Energy tax credits as a part of their proposed budget package. According to a new report by Georgia Democratic Senator Raphael Warnock, nearly 42,000 jobs could be lost statewide if this happens.
“I‘m here in my hometown of Savannah, Georgia to speak out about efforts to eliminate up to 42,000 good-paying jobs right here in Georgia. That includes 7,400 jobs right here…,” said Senator Raphael Warnock. The Senator said that without them, Georgia workers, families, and the economy would all take a hit.
“It’s a job killer. It’s pure and simple. And, you know, I just hope we will center the people rather than the politics because the economics is clear,” said Senator Warnock.
Congress passed the Inflation Reduction Act in 2022. It was meant to create and expand clean energy programs statewide.
According to the senator’s report, Georgia has been the top beneficiary of the IRA’s clean energy incentives. He’s calling out his republican colleagues in Congress, who are looking to repeal these tax credits.
“Georgia Republicans have a choice to make. These credits have benefited their districts more than blue districts. And I think the people of Georgia are waiting to see if they are going to stand up for them,” said Senator Warnock.

MIL OSI USA News –

May 15, 2025
MIL-OSI USA: Despite Trump Slump, Governor Newsom’s revised budget delivers on housing, education, water, and jobs

Source: US State of California 2

May 14, 2025

Tax cut for military retirees
Universal pre-kindergarten for all
Expanded before school, after school, & summer school
Free school meals for all kids
Boosting literacy & reading
Building more housing, ASAP
More water for Californians
Lowering drug costs
Expanding medication abortion access with CalRx
Historic firefighting & public safety investments

SACRAMENTO — Governor Gavin Newsom today released his May Revision proposal for the 2025–26 state budget, putting forward a balanced plan that strengthens California’s future — despite economic disruptions caused by federal instability. While adjusting for a projected $11.95 billion shortfall driven by a “Trump Slump” — tariffs disruption, market volatility, and a decline in international tourism that have directly resulted in a staggering $16 billion estimated hit to the state’s revenues — and health care cost pressures, the Governor’s proposal remains focused on forward-looking investments in housing, education, and infrastructure, while curtailing unsustainable spending.

“California’s fundamental values don’t change just because the federal winds have shifted. Even as the Trump Slump slows the economy and hits our revenues, we’re delivering bold proposals to build more housing, lower costs for working families, and invest in our kids.”

Governor Gavin Newsom

More housing, faster

As part of his revised budget, the Governor is proposing a sweeping legislative package to slash red tape, align permitting timelines, and unlock faster, smarter housing development. The proposal streamlines Coastal Commission approvals to match the timelines of other permitting agencies, prioritizes infill and transit-oriented development to reduce toxic pollution and vehicle miles traveled, and support for incorporating pending legislation that would reform CEQA for infill housing and other development projects, along with a housing and infrastructure bond to build more homes, faster.

Lower drug costs and reproductive freedom

California is shining a light on the middlemen who inflate prescription drug prices, while protecting access to essential medications, including abortion pills. The Governor’s revised budget leads efforts to license and regulate Pharmacy Benefit Managers (PBMs) for the first time, increasing transparency and accountability in the pharmacy supply chain. It also expands CalRx’s authority to procure brand-name drugs and respond to politically motivated supply disruptions, helping shield access to critical medications like mifepristone.

Securing water for all of California

With climate extremes intensifying, the Governor is fast-tracking modernization of the State Water Project through the Delta Conveyance Project. His proposal streamlines permits and reduces litigation delays to accelerate construction, while protecting water access for 27 million Californians and preparing for a future marked by more severe droughts, floods, and climate volatility.

Students and families

The Governor’s revised budget continues transformational investments that make education more accessible. Universal transitional kindergarten is now fully funded for all four-year-olds. Free school meals remain available to every student, and expanded before school, after school, and summer programming will benefit children across the state. The budget also invests $545 million in literacy programs to boost reading outcomes, with a strong focus on supporting multilingual learners.

Public safety and veterans

The Governor’s revised budget also includes historic funding in firefighting and emergency response to match escalating wildfire risks, and a tax cut for military retirees, recognizing their service and supporting their financial security.

Smart government, Cap-and-Invest

The budget reflects the Governor’s push for a more effective government — including a new state agency to better coordinate housing and homelessness programs, and continued progress on California’s Cap-and-Invest program to fund major climate projects like high-speed rail and a utility credit that will put up to $60 billion back into the pockets of Californians through 2045.

Additional details on the May Revise proposal can be found at ebudget.ca.gov.

Para leer este comunicado en español, haga clic aquí.

Press releases, Recent news

Recent news

May 14, 2025

News Reducción de impuestos para jubilados militaresPre-kinder universal para todosAmpliación de programas antes y después de clases y cursos de veranoAlimentación escolar gratuita para todos los niñosImpulso de la alfabetización y la lecturaConstruyendo más…

May 14, 2025

News “We’re done with barriers. Let’s get this built.” What you need to know: Governor Newsom today, as part of the May Revise, is announcing a significant proposal to fast-track infrastructure improvements to the State Water Project — saving the state billions…

May 13, 2025

News What you need to know: The consolidation of the Tombstone water system location in California’s Central Valley will benefit residents who rely on domestic wells. Since Governor Newsom took office, the number of Californians who don’t have access to clean drinking…

MIL OSI USA News –

May 15, 2025
MIL-OSI Security: Atlanta Attorney Sentenced in Syndicated Conservation Easement Tax Scheme

Source: United States Attorneys General 1

A Georgia attorney was sentenced today to 16 months in prison for obstructing the IRS in connection with his participation in the promotion of abusive syndicated conservation easement tax shelters.

The following is according to court documents and statements made in court: Vi Bui was an attorney and partner at Sinnott & Co., an Atlanta-based company. Beginning at least in 2012 and continuing through at least May 2020, Bui participated in a scheme to defraud the IRS by organizing, marketing, implementing, and selling illegal syndicated conservation easement tax shelters created and organized by co-conspirators Jack Fisher, James Sinnott, and others. Fisher and Sinnott were convicted at trial for their involvement in the scheme, and in January 2024, they were sentenced to 25 and 23 years in prison, respectively.

The scheme entailed the creation of partnerships that purchased land and land-owning companies and then donated conservation easements over that land or the land itself. Appraisers generated fraudulent and inflated appraisals of the conservation easements. The partnerships then claimed a charitable contribution tax deduction based on the inflated value of the conservation easement, resulting in a fraudulent tax deduction flowing to the wealthy clients who purchased units in the partnership. Many of these clients joined the tax shelters after the donation of the interest in land and after the end of the relevant tax year. Bui knew that in order to make it appear that the participants had timely purchased their units in the tax shelters, Fisher, Sinnott, and others backdated and instructed others to backdate documents, including subscription agreements, checks, and other documents.

Bui anticipated that the syndicated conservation easement transactions would be audited. In order to deceive the IRS, Bui and others took steps to make the partnerships appear as legitimate real estate development companies. They created and disseminated lengthy documents disguising the true nature of the transaction, instituted sham “votes” for what to do with the land that the partnership owned despite knowing that outcome was predetermined, and falsified paperwork such as appraisals and subscription agreements.

In one instance, when investigators conducted an undercover operation in 2018, Bui, believing that the IRS was auditing an individual’s tax returns, prepared false documents related to a 2014 syndicated conservation easement tax shelter with the intent to make it appear that the documents were executed before the purported donation of the conservation easement in 2014 and before the 2014 tax returns had been filed.

Bui earned substantial income for his role in the illegal scheme. He also used the fraudulent tax shelters to evade his own taxes, filing false personal tax returns from 2013 through 2018 that claimed false tax deductions from the illegal syndicated conservation easement tax shelters.

In addition to his prison sentence, U.S. District Court Chief Judge Timothy C. Batten Sr. for the Northern District of Georgia ordered Bui to serve one year of supervised release and to pay $8,250,244 in total restitution to the IRS.

Acting Deputy Assistant Attorney General Karen E. Kelly of the Justice Department’s Tax Division and U.S. Attorney Theodore S. Hertzberg for the Northern District of Georgia made the announcement. They also thanked the U.S. Attorney’s Office for the Western District of North Carolina for their assistance in the investigation of this matter.

IRS Criminal Investigation and the U.S. Postal Inspection Service investigated the case.

Senior Litigation Counsel Richard M. Rolwing, and Trial Attorneys Parker Tobin, Jessica Kraft, and Nicholas Schilling of the Tax Division prosecuted the case, with support from Assistant U.S. Attorney Samir Kaushal for the Northern District of Georgia.

MIL Security OSI –

May 15, 2025
MIL-OSI Asia-Pac: Speech by CE at Partnering for Success – Hong Kong as a “Super Connector” and “Super Value-adder” High-level Business Luncheon in Kuwait (English only)

Source: Hong Kong Government special administrative region

Following is the speech by the Chief Executive, Mr John Lee, at the Partnering for Success – Hong Kong as a “Super Connector” and “Super Value-adder” High-level Business Luncheon in Kuwait today (May 14):

Your Excellency Khalifa Abdullah Dhahi Al-Ajeel Al-Askar (Minister of Commerce and Industry of Kuwait), Excellency Ambassador Zhang Jianwei (Ambassador Extraordinary and Plenipotentiary of the People’s Republic of China to the State of Kuwait), Excellency Mr Rabah Al-Rabah (Director General of Kuwait Chamber of Commerce and Industry), distinguished guests, ladies and gentlemen,

As-salamu alaykum. Good afternoon. It is a great pleasure to be with you today in Kuwait, home to one of the world’s largest oil reserves, and a country as committed to talent development as it is to economic diversification.

This is our second day in your resplendent capital, Kuwait City, where past, present and future – in design, culture, lifestyle and so much more – come together like no other city in the world.

Yesterday, I was honoured to have met with His Highness Sheikh Meshal Al-Ahmad Al-Jaber Al-Sabah, the Amir of Kuwait; His Highness Sheikh Sabah Al-Khaled Al-Hamad Al-Mubarak Al-Sabah, the Crown Prince of Kuwait; His Excellency Sheikh Fahad Yousuf Saud Al-Sabah, Acting Prime Minister of Kuwait, and other senior government officials. I thanked them sincerely for the time, interest and hospitality they have shown us, from the moment we arrived in Kuwait. Kuwait has generously arranged for our government delegates to stay at Bayan Palace, a majestic landmark in Kuwait City. I reaffirmed to them the commitment, and sincerity, of Hong Kong and Mainland China in strengthening relations with Kuwait.

Yes, I am delighted to be here. So too, are the business and professional leaders with me, a delegation counting some 30 Hong Kong business and institutional heads, together with high-profile representatives of over 20 Chinese Mainland companies from seven provinces and municipalities across the country.

The delegation brings with them wide-ranging expertise, and invaluable experience, from both Hong Kong and Mainland China, in green development, and innovation and technology, including advanced manufacturing, artificial intelligence, new energy and materials, health and smart city evolution. They also offer Hong Kong’s wealth of experience in finance, infrastructure, transport and logistics, as well as global business operations and deal-making.

We are here to better understand the opportunities of Kuwaiti business and investment. To explore how Hong Kong, Mainland China and Kuwait, working together, can create long-term mutual opportunities.

We’re also here to explore closer ties with the Gulf Cooperation Council (Cooperation Council for the Arab States of the Gulf, GCC), which, as all of you know, includes Kuwait. Kuwait currently holds the presidency of the GCC, wielding significant influence in the region’s development.

Our ties run deep and far. China, our country, and Kuwait established diplomatic ties in 1971 – making Kuwait the first GCC country to do so. Last year, trade between China and Kuwait reached well over US$16 billion.

Kuwait, I’m pleased to note, was the first country in the Middle East to sign a Belt and Road co-operation document with China. From of the Central Bank of Kuwait’s headquarters building and housing projects, to telecommunications and smart city developments, Chinese enterprises have participated in numerous infrastructure and business projects here.

Hong Kong treasures its trade ties with Kuwait, too. Last year, our bilateral merchandise trade totalled US$200 million, up more than 21 per cent over the year before.

Hong Kong’s trade with the GCC last year reached nearly US$20 billion, up 53 per cent over the past four years. And that robust growth is underpinned by our mutual will to advance trade ties.

Thanks to our internationally recognised professional services sector, Hong Kong is a pivotal player in the Belt and Road Initiative. In 2023, we included a Middle East Forum, for the first time, at our annual Belt and Road Summit. And we continue to feature Middle East speakers and guests at the Summit.

Hong Kong’s Belt and Road Summit will take place in September this year. As earlier the Chairman of the Trade Development Council (Hong Kong Trade Development Council) said, it’s our 10th anniversary Summit, and I invite you all to join us, to take part in a world of Belt and Road opportunities – in business, investment and more.

And the Asian Financial Forum, Hong Kong’s flagship event bringing together prominent leaders in finance and business sectors, hosted its first GCC Chapter this January.

Yes, the ties between Hong Kong and the Middle East continue to grow and diversify.

They include the launching of the Middle East’s first two exchange-traded funds tracking Hong Kong stocks. Hong Kong is partnering with a Middle East sovereign wealth fund, too. Together, we are committed to jointly establishing a US$1 billion fund, investing in companies connected to Hong Kong and the Guangdong-Hong Kong-Macao Greater Bay Area.

The Greater Bay Area, let me add, is a cluster city development that brings together Hong Kong, Macao and nine southern cities in China. The fast-integrating regional economic powerhouse presents a collective GDP (Gross Domestic Product) that closely rivals the world’s 10th largest economy.

Hong Kong has much to offer Kuwait. Asia’s financial hub and one of the world’s three biggest financial centres, Hong Kong is also the world’s largest offshore Renminbi business centre. Coupled with our Islamic finance experience, Hong Kong is a trusted partner in your project financing – today and long down the road.

Free trade is among our great competitive advantages, fuelling our success for the past two centuries. Hong Kong is a free port, and we will continue to be a free port. Like our country, we are a vocal advocate of a multilateral, rules-based global economy, in spite of mounting protectionism and geopolitical tensions.

And that, ladies and gentlemen, is a testament to our “one country, two systems” governing principle at work.

Under the principle, the Hong Kong Special Administrative Region has its own legal, legislative and judicial systems. Our legal system is a common law system, similar to that in many major financial hubs around the globe. We maintain our own currency, with no capital or foreign exchange controls. Information, capital, goods and people flow freely in Hong Kong.

The principle of “one country, two systems” also gives Hong Kong unparalleled access to our country’s markets and wide-ranging opportunities. It allows us, as well, to pursue our longstanding ties with the world at large, the Middle East very much included.

As today’s luncheon title, Partnering for Success: Hong Kong as a “super connector” and “super value-adder” emphasises, we do more than connecting companies and people. We also add value to their businesses, their services and their future.

With companies and investors from Mainland China, and all over the world, looking for a financial haven in this time of global economic uncertainty, Hong Kong is flourishing, and keen to work with you, our partners.

An international financial newspaper, spotlighting the Hong Kong Exchange and its record quarterly profits, recently noted that Hong Kong has, and I quote, “benefited from a spate of initial public offerings and rising interest from Mainland Chinese and global investors in Hong Kong-listed shares, especially of technological-related companies, driven by optimism over China’s progress in artificial intelligence”.

That speaks of Hong Kong’s “one country, two systems” advantages working for you – linking a world of investors to the secure and rapidly growing Chinese market.

It helps, and greatly, that Hong Kong’s economy is inextricably tied to our common law system and a judiciary that exercises its powers independently, a legal regime that resembles many of the world’s leading financial hubs. They give international companies and investors – Kuwait certainly included – all the confidence and the certainty they need to do business, in Hong Kong and throughout China. Kuwait certainly included.

Ladies and gentlemen, I’m pleased to note that during our visit, Hong Kong and Kuwait have reached consensus on 24 concrete deliverables, through MOUs and related agreements. A ceremony will take place in just a moment.

The agreements cover a broad range of collaboration, from trade and the economy, to investment promotion, financial services, aviation and the maritime industries, post-secondary education, the legal profession, sports and more.

And our customs authorities will commence negotiations on the mutual recognition of respective Authorized Economic Operator Programmes. This will create smoother, more convenient international links for our respective companies, making it much easier to do business together.

Our Airport Authority Hong Kong will soon sign a new MOU with Kuwait Airways, aimed at enhancing air connectivity between the two regions, fostering operational excellence, supporting sustainability, and advancing talent development in the aviation sector.

They will lay a solid foundation for long-term collaboration between our two economies and our two peoples.

That just touches on our growing co-operation. Indeed, we are now looking into opening a second Hong Kong Economic and Trade Office in the GCC region, to manage our many ongoing Middle East projects and prospects in the offering.

One key area is boosting merchandise trade between our economies. Hong Kong, I’m pleased to say, has signed Comprehensive Double Taxation Agreements (IPPA) with five of the six GCC states. We have also entered into Investment Promotion and Protection Agreements with three of the states, with Kuwait being the first. We have also substantially concluded negotiations on an IPPA with Qatar, our previous stop on this trip, and commenced negotiations with another state.

Indeed, our burgeoning trade and investment co-operation, I believe, could well add momentum to the possibility of a free trade agreement between Hong Kong and the GCC. I look forward to our continuing discussions with the Council.

Beyond business and investment connectivity, there is boundless promise, too, in co-operating in sectors such as arts and culture.

Yesterday, we had the pleasure of visiting the dazzling Sheikh Abdullah Al Salem Cultural Centre, one of the world’s largest museum complexes. Seeing, firsthand, Kuwait’s compelling commitment to arts, culture and science. I must add that Kuwait is this year’s Arab Culture Capital, presenting nearly 100 activities as part of the country’s cultural celebration.

Like Kuwait, Hong Kong believes in the primacy of arts and culture. Meanwhile, Hong Kong’s West Kowloon Cultural District is rising as one of the world’s largest cultural developments. And we are committed to becoming the world’s East-meets-West centre for international cultural exchange. That very much includes Kuwait and the Middle East in general.

My thanks to our Hong Kong Economic and Trade Office in the Middle East and the Hong Kong Trade Development Council for organising today’s welcome gathering. And to the Kuwait Direct Investment Promotion Authority and the Kuwait Chamber of Commerce and Industry for kindly supporting us on this memorable occasion.

Ladies and gentlemen, I know you will enjoy today’s luncheon. Including, let me add, a musical performance by TroVessional, a Hong Kong group dedicated to Cantonese and Chinese ethnic music, brought to engaging life with classic Chinese instruments.

Enjoy it and thank you!

MIL OSI Asia Pacific News –

May 15, 2025
MIL-OSI Canada: Government of Canada delivering middle class tax cut

Source: Government of Canada News (2)

May 14, 2025 – Ottawa, Ontario – Department of Finance Canada

Last month, Canadians called for a serious plan for change to address the rising cost of living that has eroded Canadians’ quality of life. Change that puts more money in the pockets of Canadians. Change that builds a more affordable Canada. The government is delivering that change.

The Minister of Finance and National Revenue, the Honourable François-Philippe Champagne, today announced one of the first orders of business on the government’s legislative agenda for the new session of Parliament: tax relief for nearly 22 million Canadians, saving two-income families up to $840 a year in 2026.

Once legislated, the lowest marginal personal income tax rate will be reduced from 15 per cent to 14 per cent, effective July 1, 2025. This tax cut will help hard-working Canadians keep more of their paycheques to spend where it matters most. This measure is expected to deliver over $27 billion in tax savings to Canadians over five years, starting in 2025-26.

MIL OSI Canada News –

May 15, 2025
MIL-OSI: SOL NEWS: Kaanch presale live at Solana’s Presale Price — with XRP-Like Utility Already Live

Source: GlobeNewswire (MIL-OSI)

DUBAI, United Arab Emirates, May 14, 2025 (GLOBE NEWSWIRE) — Everyone wants to catch the next Solana — the kind of early-stage entry that turns a few hundred dollars into life-changing gains.

Back in 2020, Solana was quietly selling its tokens for around $0.20. There were no headlines, no hype. Just a powerful new chain that most people ignored — until it didn’t just rise, it exploded.

Fast forward to today, and Kaanch Network is showing similar early-stage signs. Priced at $0.16 in Stage 5 of its presale, Kaanch offers what Solana didn’t have at launch: a working product already in use.

Secure your Kaanch tokens now

Why the Comparison Matters

Solana was built on speed and scalability. Kaanch is built on utility and functionality — with a focus on governance, staking, and decentralized infrastructure.

Like Solana, Kaanch is a Layer-1 chain with impressive performance: up to 1.4 million transactions per second and near-zero gas fees. But where Solana spent months rolling out developer tools, Kaanch has already delivered them.

Its platform is live, and early Web3 teams are using it now to launch DAOs, configure staking systems, and manage on-chain proposals — all without code.

The $KAANCH token powers every feature, from DAO deployment to treasury role management. That means adoption fuels demand automatically.

A Rare Chance at a Sub-$0.20 Token With Real Usage

This isn’t a whitepaper pitch. It’s a live, scalable blockchain protocol — and it’s still being offered at $0.16.

But not for long. Stage 6 of the presale is already confirmed at $0.32, and listings are expected after that. As more teams integrate Kaanch and token visibility grows, it’s only a matter of time before the price catches up to the product.

Presale access is open here

Final Word

Catching the next Solana isn’t about luck — it’s about spotting patterns.
A high-performing chain. A low entry price. A working product. A token that does more than sit idle.

Kaanch checks every box. And right now, before listings hit, you still have time to act.

Join the presale before Stage 6 begins

Don’t miss out on this chance to be part of the future of blockchain technology!
For more details and to join the presale, visit:
Website | Presale | Twitter/X | Telegram

Disclaimer: This article is provided for informational purposes only. It is not offered or intended to be used as legal, tax, investment, financial, or other advice

Contact:
Ved Singh
info@kaanch.com

Disclaimer: This is a paid post and is provided by Kaanch Network. The statements, views, and opinions expressed in this content are solely those of the content provider and do not necessarily reflect the views of this media platform or its publisher. We do not endorse, verify, or guarantee the accuracy, completeness, or reliability of any information presented. We do not guarantee any claims, statements, or promises made in this article. This content is for informational purposes only and should not be considered financial, investment, or trading advice.

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Photos accompanying this announcement are available at https://www.globenewswire.com/NewsRoom/AttachmentNg/430c5ebd-ad80-4a39-b7c6-356b06bde375

https://www.globenewswire.com/NewsRoom/AttachmentNg/6a279140-9e30-460b-8bf4-473f271e5b9f

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The MIL Network –

May 15, 2025
MIL-OSI: Meriwest Credit Union Sets Stage for Silicon Valley Corporate Campus with $9.6M Property Purchase

Source: GlobeNewswire (MIL-OSI)

SILICON VALLEY, Calif., May 14, 2025 (GLOBE NEWSWIRE) — Meriwest Credit Union, a trusted San Jose-based financial institution since 1961, has acquired the property at 620 Blossom Hill Road in south San Jose. This transaction was completed on May 5, 2025, in a $9.6 million cash transaction, as recorded by the Santa Clara County Recorder’s Office.

Located in the Sunrise Plaza shopping center near Blossom Hill Road and State Route 85, the acquired property includes a former Marie Callender’s restaurant site, closed since 2022. The site is directly adjacent to Meriwest’s headquarters at 5615 Chesbro Avenue. This acquisition positions Meriwest to develop a cohesive campus, enhancing accessibility and member-focused services.

“Our vision is to expand our long-time headquarters into a Meriwest ‘Campus’. When complete, our campus will elevate our visibility and community engagement, better serve our members with increased access to services, and strengthen our roots in San Jose.” said Lisa Pesta, President and CEO of Meriwest.

“Completing this purchase on May 5^th, Meriwest’s 64^th birthday, was made possible because of our incredibly loyal members and our deeply committed team,” Pesta added. “I am looking forward to welcoming everyone over for a campus tour, when the project is complete.”

For more details on Meriwest Credit Union’s acquisition of 620 Blossom Hill Road, read the full story in The Mercury News here.

About Meriwest Credit Union

Founded in San Jose, California in 1961, Meriwest Credit Union, ($2.1B in assets) is one of Silicon Valley’s most established financial institutions. Dedicated to delivering advice-based, personal, convenient, and innovative financial services to over 80,000 families and businesses throughout the San Francisco Bay Area and Pima County, Arizona, Meriwest offers a wide array of personal banking, business services, and wealth advisory services. Meriwest has been voted one of the ‘Best Credit Unions in Silicon Valley’ in the Mercury News’ Annual ‘Readers’ Choice Awards’ and a “Best Place to Work” by the Silicon Valley Business Journal 2020 through 2025. More information can be found at www.meriwest.com.

Media Contact:
Jeffrey Zane
Meriwest Credit Union
Public Relations
408-612-1484
jzane@meriwest.com

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/2ad8b497-136b-4cad-bee5-ef9736e882c4

The MIL Network –

May 15, 2025
MIL-OSI Security: Nixa Woman Pleaded Guilty to Making False and Fictitious Claims Against the United States and Wire Fraud

Source: Office of United States Attorneys

SPRINGFIELD, Mo. – A Nixa, Mo., woman pleaded guilty in federal court today to making false and fictitious claims against the United States and wire fraud.

Tina Louis Yager, 66, waived her right to a grand jury and pleaded guilty before U.S. Chief Magistrate Judge Willie Epps, Jr., to a federal information charging her with one count of wire fraud and one count of making false, fictitious and fraudulent claims against the United States.

Yager, a tax preparer, utilized information from her clients to present false tax return documents to the Internal Revenue Service (IRS) from November 2023 through March of 2024.

According to the plea agreement, Yager was entrusted with the personal information of her clients. Yager submitted tax return documents to the IRS in the name of her clients without their knowledge or approval. Yager also included unapproved tax deductions on tax return documents for her clients to fraudulently inflate her clients tax returns and then pocketed these falsely obtained monies. Yager would have debit cards issued that contained her clients tax return monies. Yager would then embezzle those monies and spent it for her personal benefit. The intended losses amounted to $48,481.00, but Yager was able to embezzle only $16,850.00 of those monies for her personal use. As part of her plea agreement, Yager must pay restitution of at least $14,447.00 to the IRS, the exact amount will be determined at her sentencing hearing and agreed to the Court entering a forfeiture money judgment of $16,850.00.

Under federal statutes, Yager is subject to a sentence of up to 25 years in federal prison without parole. The maximum statutory sentence is prescribed by Congress and is provided here for informational purposes, as the sentencing of the defendant will be determined by the court based on the advisory sentencing guidelines and other statutory factors. A sentencing hearing will be scheduled after the completion of a presentence investigation by the United States Probation Office.

This case is being prosecuted by Assistant U.S. Attorney Patrick Carney. It was investigated by the IRS – Criminal Investigation.

MIL Security OSI –

May 15, 2025
MIL-OSI Canada: Continual Intake Improves Targeted Sector Support Application for Municipalities
Source: Government of Canada regional news

Released on May 14, 2025

Targeted Sector Support Initiative (TSS) funding is available for municipalities working with regional partners to improve their residents’ quality of life. Applications are now being accepted at any time of the year and will be reviewed on a monthly basis.

“The Government of Saskatchewan is pleased to support the TSS Initiative and its move to a year-round application period,” Government Relations Minister Eric Schmalz said. “By removing application deadlines, I am confident we can encourage more municipalities to partner with their neighbours and pursue important regional projects.”

The TSS Initiative provides projects with funding from one of four streams: capacity building, regional co-operation, municipal corporate transition and relationship building and dispute resolution. Annual funding of $1.5 million for the TSS Initiative is allocated from a portion of the Municipal Revenue Sharing program. Approved programs can receive funding for 75 per cent of costs, up to $100,000.

Examples of previously accepted projects include:
- Regional land use planning;
- Inter-municipal emergency management plans;
- Governance training for elected and appointed municipal officials; and
- Feasibility studies for the creation of a municipal district.
The TSS Initiative is managed by the Saskatchewan Urban Municipalities Association (SUMA) on behalf of the TSS Steering committee that consists of SUMA, the Saskatchewan Association of Rural Municipalities (SARM), the Saskatchewan Association of Northern Communities (New North) and the Ministry of Government Relations.

“Cooperation is essential in the municipal world, especially as the costs of building and maintaining infrastructure and services has steadily increased over the past few years,” SUMA President Randy Goulden said. “The TSS provides an important source of funding to fuel these cooperative initiatives and get more done with less.”

“SARM continues to encourage rural municipalities in Saskatchewan to take advantage of the Targeted Sector Support funding for cooperative regional projects,” SARM President Bill Huber said. “We hope the new continuous application intake process offers our members additional opportunities to utilize this valuable resource to further inter-municipal collaboration within their communities.”

Since 2020, the TSS Initiative has allocated $5.5 million to 149 projects currently in various stages of completion.

Interested municipalities can learn more and apply at:
https://www.saskatchewan.ca/government/municipal-administration/funding-finances-and-asset-management/funding/targeted-sector-support-initiative.

-30-

For more information, contact:

MIL OSI Canada News –
May 15, 2025
MIL-OSI Canada: Minister of Finance to Co-Host G7 Finance Ministers and Central Bank Governors’ Meeting in Banff

Source: Government of Canada News

May 14, 2025

As part of Canada’s G7 Presidency, the Minister of Finance and National Revenue, the Honourable François-Philippe Champagne, and Bank of Canada Governor Tiff Macklem, will co-host the G7 Finance Ministers and Central Bank Governors’ Meeting in Banff, Alberta, from May 20 to 22. They will be joined by Finance Ministers and Central Bank Governors from the G7 countries (France, Germany, Italy, Japan, United Kingdom, United States) and the European Union.

G7 Finance Ministers and Central Bank Governors will be joined by the heads of the International Monetary Fund, the Organisation for Economic Co-operation and Development, the World Bank and the Financial Stability Board. The Ukraine Finance Minister and the President of the Financial Action Task Force will join for parts of the meeting. Ministers and Governors will discuss and share views on current global economic and financial challenges, with a focus on how the G7 can work together on issues.

The details of the media events and core programming are described below.

Please note that media events are restricted to accredited media, and the accreditation portal is now closed. Additional logistical details for each media event will be provided directly to accredited media, closer to the events. Please contact mediag7@fin.gc.ca with any questions.

Core Program (All Times Local, MT)

Tuesday, May 20

4:00 p.m.

The Minister and the Ukraine Minister of Finance, Sergii Marchenko, will answer questions from the media.

Wednesday, May 21

8:15 a.m. – 8:45 a.m.

The Minister will join fellow G7 Finance Ministers and Central Bank Governors for a group photograph and hold a welcoming ceremony.

Open to media. Photo opportunity only.

9:00 a.m. – 9:15 a.m.

The Minister and Governor will officially open the G7 Finance Ministers and Central Bank Governors’ Meeting.

Pooled B-roll media opportunity.

9:30 a.m. – 4:30 p.m.

The Minister and Governor will co-chair sessions on the global economy, economic resilience and security, and the situation in Ukraine, among others.

Closed to media.

Thursday, May 22

8:30 a.m. – 12:30 p.m.

The Minister and Governor will co-chair sessions on financial crime and artificial intelligence, among others.

Closed to media.

12:30 p.m. – 1:00 p.m.

The Minister and Governor will hold a joint press conference to close the G7 Finance Ministers and Central Bank Governors’ Meeting.

Open to media. A media availability will follow. Watch live on X at https://x.com/G7 or on Facebook at https://www.facebook.com/G7.

MIL OSI Canada News –

May 15, 2025

MIL-OSI: Track Group Reports 2nd Quarter Fiscal 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

NAPERVILLE, Ill., May 14, 2025 (GLOBE NEWSWIRE) — Track Group, Inc. (OTCQB: TRCK), a global leader in offender tracking and monitoring services, today announced financial results for its fiscal quarter ended March 31, 2025 (“Q2 FY25”). In Q2 FY25, the Company posted (i) total revenue of $8.4 Million (“M”), a decrease of approximately 7% over total revenue of $9.0M for the quarter ended March 31, 2024 (“Q2 FY24”); (ii) Q2 FY25 gross profit of $4.1M representing an increase of approximately 4% over Q2 FY24 of $4.0M; (iii) Q2 FY25 operating income of $0.04M compared to Q2 FY24 operating loss of ($0.96M); and (iv) net loss attributable to common shareholders of ($0.5M) in Q2 FY25 compared to ($1.9M) in Q2 FY24.

FINANCIAL HIGHLIGHTS

Total Q2 FY25 revenue of $8.4M was down 7% compared to Q2 FY24 revenue of $9.0M. Revenue for the six months ended March 31, 2025 (“6M FY25’) of $17.0M was down approximately 5% compared to revenue of $18.0M for the six months ended March 31, 2024 (“6M FY24”). The decrease in monitoring revenues is driven principally by a decrease in people assigned to monitoring for clients in Virginia, and due to our recently sold Chilean subsidiary. This decrease was partially offset by revenue increases for clients in Illinois, Puerto Rico and the Bahamas who experienced increases in the number of people assigned to monitoring.
Gross Profit of $4.1M rose by 4% ($0.1M) in Q2 FY25 compared to Q2 FY24. Gross profit for 6M FY25 was $8.5M compared to gross profit of $8.2M for 6M FY24. This improvement stems from factors including reduced monitoring center costs, partly offset by a decrease in revenue.
Operating income in Q2 FY25 of $0.04M was up approximately 105% compared to an operating loss of ($0.96M) in Q2 FY24. Operating income for 6M FY25 of $0.2M was up approximately 115% compared to operating loss of ($1.1M) for 6M FY24. This rise in operating income is primarily due to a decrease in cost of revenue and a decrease in operating expense, partially offset by a decrease in revenue. Operating expenses were down $0.8M in Q2 FY25 compared to Q2 FY24, primarily due to a decrease in general and administrative payroll, benefits, and payroll taxes of $0.5M due to the sale of our Chilean subsidiary on November 1, 2024 and a settlement expense related to a contract dispute of $0.5M in Q2 FY24.
Adjusted EBITDA for Q2 FY25 was $1.3M compared to $0.8M for Q2 FY24. Adjusted EBITDA for 6M FY25 was $2.6M compared to Adjusted EBITDA for 6M FY24 of $1.9M primarily due to negative currency exchange rate movements of $0.6M in Q2 FY25 compared to Q2 FY24. Adjusted EBITDA in 6M FY25 as a percentage of revenue increased to 15.1%, compared to 10.3% for 6M FY24.
Cash balance of $3.4M at March 31, 2025 declined 4% compared to $3.6M at September 30, 2024. The modest decrease in cash position was due to increases in inventory purchases and payments to vendors, partially offset by an increase in accrued liabilities.
Net loss attributable to shareholders in Q2 FY25 was ($0.5M) compared to ($1.9M) in Q2 FY24, a decrease of $1.4M. Net loss attributable to shareholders in 6M FY25 was ($2.5M), compared to ($1.9M) for 6M FY24, a change principally attributable to negative currency exchange rate movements, partially offset by an increase in operating income.

“In the quarter ended March 31, 2025, we achieved strong gains in profitability, with both gross profit and operating income showing robust growth and Adjusted EBITDA surpassing Q2 FY24 results,” said Derek Cassell, Track Group’s CEO. “Gross profit rose by 4% year-over-year ($4.1M vs $4.0M in Q2 FY24), marking a clear indication of our operational resilience and focus on delivering higher-value, higher-margin business. Adjusted EBITDA also climbed to $1.3M in Q2 FY25, a 63% increase from $0.8M in Q2 FY24, reflecting our focus on cost management and strategic execution over the last six months.”

Business Outlook

Despite previous challenges from supply chain delays, the impact of the Coronavirus, and the phase-out of our 3G-based cellular devices in the U.S., Track Group stands resilient. The demonstrated financial growth evidenced in Q2 FY25 reinforces our confidence in the strategic reinvestment in technology and the implementation of new programs initiated in late FY24. These endeavors position us well for a sustained return to growth throughout FY25. Our outlook for FY25 is as follows:

	Actual						Outlook
	FY 2023			FY 2024			FY 2025
Revenue (in millions):	$	34.5	M	$	36.9	M	$34.5	–	35.5M

Adjusted EBITDA Margin:		11.1	%		14.6	%	13.5	–	16.5%

About Track Group, Inc.

Track Group designs, manufactures, and markets location tracking devices; as well as develops and sells a variety of related software, services, and accessories, networking solutions, and monitoring applications. The Company’s products and services are designed to empower professionals in security, law enforcement, corrections, and rehabilitation organizations worldwide with single-sourced offender management solutions that integrate reliable intervention technologies to support re-socialization and monitoring initiatives.

The Company currently trades under the ticker symbol “TRCK” on the OTCQB exchange. For more information, visit www.trackgrp.com.

Forward-Looking Statements

Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “if”, “should” and “will” and similar expressions as they relate to Track Group, Inc., and subsidiaries (“Track Group”) are intended to identify such forward-looking statements. These statements are only predictions and reflect Track Group’s current beliefs and expectations with respect to future events and are based on assumptions and subject to risks and uncertainties and subject to change at any time. Track Group may from time-to-time update these publicly announced projections, but it is not obligated to do so. Any projections of future results of operations should not be construed in any manner as a guarantee that such results will in fact occur. These projections are subject to change and could differ materially from final reported results. For a discussion of such risks and uncertainties, see “Risk Factors” in Track Group’s annual report on Form 10-K, its quarterly report on Form 10-Q, and its other reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. New risks emerge from time to time. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.

Non-GAAP Financial Measures

This release includes financial measures defined as “non-GAAP financial measures” by the Securities and Exchange Commission including non-GAAP EBITDA. These measures may be different from non- GAAP financial measures used by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with generally accepted accounting principles. Reconciliations of these non-GAAP financial measures are based on the financial figures for the respective period.

Non-GAAP Adjusted EBITDA excludes items included but not limited to interest, taxes, depreciation, amortization, impairment charges, gains and losses, currency effects, one-time charges or benefits that are not indicative of operations, charges to consolidate, integrate or consider recently acquired businesses, costs of closing facilities, stock based or other non-cash compensation or other stated cash and non-cash charges (the “Adjustments”).

The Company believes the non-GAAP measures provide useful information to both management and investors when factoring in the Adjustments. Specific disclosure regarding the Company’s financial results, including management’s analysis of results from operations and financial condition, are contained in the Company’s annual report on Form 10-K for the fiscal year ended September 30, 2023, and other reports filed with the Securities and Exchange Commission. Investors are encouraged to carefully read and consider such disclosure and analysis contained in the Company’s Form 10-K and other reports, including the risk factors contained in such Form 10-K.

James Berg
Chief Financial Officer
jim.berg@trackgrp.com

TRACK GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	March 31,			September 30,
	2025			2024
Assets
Current assets:
Cash	$	3,416,045		$	3,574,215
Accounts receivable, net of allowance for credit losses of $396,667 and $432,904, respectively		5,085,595			4,428,535
Prepaid expense and deposits		432,520			638,293
Inventory, net of reserves of $88,024 and $82,848, respectively		915,816			582,481
Assets held for sale		–			969,481
Total current assets		9,849,976			10,193,005
Property and equipment, net of accumulated depreciation of $300,052 and $430,003, respectively		392,423			317,206
Monitoring equipment, net of accumulated depreciation of $5,295,826 and $5,982,972, respectively		4,367,904			4,598,864
Intangible assets, net of accumulated amortization of $20,460,576 and $19,699,966, respectively		13,337,224			13,959,571
Goodwill		7,859,645			7,941,190
Other assets		1,160,885			660,170
Total assets	$	36,968,057		$	37,670,006

Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	2,398,228		$	3,082,467
Accrued liabilities		3,318,453			2,639,318
Liabilities held for sale		–			732,028
Total current liabilities		5,716,681			6,453,813
Long-term debt, net of current portion		42,680,070			42,639,197
Long-term liabilities		631,709			186,407
Total liabilities		49,028,460			49,279,417



Stockholders’ equity (deficit):
Common stock, $0.0001 par value: 30,000,000 shares authorized; 11,863,758 and 11,863,758 shares outstanding, respectively		1,186			1,186
Preferred stock, $0.0001 par value: 20,000,000 shares authorized; 0 shares outstanding		–			–
Series A Convertible Preferred stock, $0.0001 par value: 1,200,000 shares authorized; 0 shares outstanding		–			–
Paid in capital		302,600,546			302,600,546
Accumulated deficit		(315,791,294	)		(312,691,811	)
Accumulated other comprehensive income (loss)		1,129,159			(1,519,332	)
Total stockholders’ equity (deficit)		(12,060,403	)		(11,609,411	)
Total liabilities and stockholders’ equity (deficit)	$	36,968,057		$	37,670,006

TRACK GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS) (Unaudited)

	Three Months Ended						Six Months Ended
	March 31,			March 31,			March 31,			March 31,
	2025			2024			2025			2024
Revenue:
Monitoring and other related services	$	7,867,975		$	8,758,650		$	16,309,282		$	17,433,136
Product sales and other		484,345			232,570			711,366			525,057
Total revenue		8,352,320			8,991,220			17,020,648			17,958,193

Cost of revenue:
Monitoring, products and other related services		3,515,023			4,230,498			7,023,784			8,204,487
Depreciation & amortization included in cost of revenue		723,331			793,887			1,458,556			1,583,351
Total cost of revenue		4,238,354			5,024,385			8,482,340			9,787,838

Gross profit		4,113,966			3,966,835			8,538,308			8,170,355

Operating expense:
General & administrative		2,127,145			3,173,866			4,558,263			5,931,753
Selling & marketing		964,743			810,441			1,865,932			1,516,972
Research & development		750,650			701,183			1,420,040			1,383,646
Depreciation & amortization		227,385			236,524			454,938			476,284
Loss on sale of subsidiary		–			–			(66,483	)		–
Total operating expense		4,069,923			4,922,014			8,365,656			9,308,655

Operating income (loss)		44,043			(955,179	)		172,652			(1,138,300	)

Other income (expense):
Interest expense, net		(565,844	)		(428,868	)		(1,134,804	)		(866,791	)
Currency exchange rate gain (loss)		34,830			(519,933	)		(1,464,432	)		19,013
Other income (expense), net		–			(3,443	)		–			(3,443	)
Total other income (expense)		(531,014	)		(952,244	)		(2,599,236	)		(851,221	)
Income (loss) before income taxes		(486,971	)		(1,907,423	)		(2,426,584	)		(1,989,521	)
Income tax expense (benefit)		30,145			(4,348	)		101,381			(86,907	)
Net income (loss) attributable to common shareholders		(517,116	)		(1,903,075	)		(2,527,965	)		(1,902,614	)
Release of cumulative translation adjustment for sale of subsidiary		–			–			1,390,913			–
Equity adjustment for sale of subsidiary		–			–			571,518			–
Foreign currency translation adjustments		(85,709	)		(36,754	)		686,060			(143,456	)
Comprehensive income (loss)	$	(602,825	)	$	(1,939,829	)	$	120,526		$	(2,046,070	)

Net income per share – basic
Net income per common share	$	(0.04	)	$	(0.16	)	$	(0.21	)	$	(0.17	)
Weighted average common shares outstanding		11,863,758			11,863,758			11,863,758			11,863,758
Net income per share – diluted
Net income per common share	$	(0.04	)	$	(0.16	)	$	(0.21	)	$	(0.17	)
Weighted average common shares outstanding		11,863,758			11,863,758			11,863,758			11,863,758

TRACK GROUP, INC. AND SUBSIDIARIES NON-GAAP ADJUSTED EBITDA MARCH 31 (Unaudited) (amounts in thousands, except share and per share data)

	Three Months Ended March 31,						Six Months Ended March 31,
	2025			2024			2025			2024
Non-GAAP Adjusted EBITDA
Net Income (loss) attributable to common shareholders	$	(517	)	$	(1,903	)	$	(2,528	)	$	(1,903	)
Interest expense, net		566			432			1,135			870
Depreciation and amortization		951			1,030			1,913			2,060
Income taxes (1)		30			(4	)		101			(87	)
Board compensation and stock-based compensation		75			50			150			103
Foreign exchange (gain)/loss		(35	)		520			1,464			(19	)
Loss on sale of subsidiary		–			–			66			–
Other charges, net (2)		249			663			267			826
Non-GAAP Adjusted EBITDA	$	1,319		$	788		$	2,568		$	1,850
Non-GAAP Adjusted EBITDA, percent of revenue		15.8	%		8.8	%		15.1	%		10.3	%
Weighted average common shares outstanding – basic		11,863,758			11,863,758			11,863,758			11,863,758
Non-GAAP earnings per share	$	0.11		$	0.07		$	0.22		$	0.16
Weighted average common shares outstanding – diluted		11,863,758			11,863,758			11,863,758			11,863,758
Non-GAAP earnings per share	$	0.11		$	0.07		$	0.22		$	0.16

(1	)	Currently, the Company has significant U.S. tax loss carryforwards that may be used to offset future taxable income, subject to IRS limitations. However, the Company is still subject to certain state, commonwealth, and other foreign based taxes.
(2	)	Other charges include expenses related to the board of directors, severance, a settlement related to a contract dispute, and other Chile monitoring center costs for our recently sold subsidiary.

The MIL Network –

May 15, 2025

MIL-OSI: Gabelli Global Small and Mid Cap Value Trust Declares Second Quarter Distribution of $0.16 Per Share

Source: GlobeNewswire (MIL-OSI)

RYE, N.Y., May 14, 2025 (GLOBE NEWSWIRE) — The Board of Trustees of The Gabelli Global Small and Mid Cap Value Trust (NYSE:GGZ) (the “Fund”) declared a $0.16 per share cash distribution payable on June 23, 2025 to common shareholders of record on June 13, 2025.

The Fund intends to pay a quarterly distribution of an amount determined each quarter by the Board of Trustees. In addition to the quarterly distributions, and in accordance with the minimum distribution requirements of the Internal Revenue Code for regulated investment companies, the Fund may pay an adjusting distribution in December which includes any additional income and net realized capital gains in excess of the quarterly distributions for that year.

Each quarter, the Board of Directors reviews the amount of any potential distribution from the income, realized capital gain, or capital available. The Board of Directors will continue to monitor the Fund’s distribution level, taking into consideration the Fund’s net asset value and the current financial market environment. The Fund’s distribution policy is subject to modification by the Board of Directors at any time, and there can be no guarantee that the policy will continue. The distribution rate should not be considered the dividend yield or total return on an investment in the Fund.

All or part of the distribution may be treated as long-term capital gain or qualified dividend income (or a combination of both) for individuals, each subject to the maximum federal income tax rate for long term capital gains, which is currently 20% in taxable accounts for individuals (or less depending on an individual’s tax bracket). In addition, certain U.S. shareholders who are individuals, estates or trusts and whose income exceeds certain thresholds will be required to pay a 3.8% Medicare surcharge on their “net investment income”, which includes dividends received from the Fund and capital gains from the sale or other disposition of shares of the Fund.

If the Fund does not generate sufficient earnings (dividends and interest income, less expenses, and realized net capital gain) equal to or in excess of the aggregate distributions paid by the Fund in a given year, then the amount distributed in excess of the Fund’s earnings would be deemed a return of capital. Since this would be considered a return of a portion of a shareholder’s original investment, it is generally not taxable and would be treated as a reduction in the shareholder’s cost basis.

Long-term capital gains, qualified dividend income, investment company taxable income, and return of capital, if any, will be allocated on a pro-rata basis to all distributions to common shareholders for the year. Based on the accounting records of the Fund currently available, each of the distributions paid to common shareholders in 2025 would include approximately 17% from net capital gains and 83% would be deemed a return of capital on a book basis. This does not represent information for tax reporting purposes. The estimated components of each distribution are updated and provided to shareholders of record in a notice accompanying the distribution and are available on our website (www.gabelli.com). The final determination of the sources of all distributions in 2025 will be made after year end and can vary from the quarterly estimates. Shareholders should not draw any conclusions about the Fund’s investment performance from the amount of the current distribution. All individual shareholders with taxable accounts will receive written notification regarding the components and tax treatment for all 2025 distributions in early 2026 via Form 1099-DIV.

Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. For more information regarding the Fund’s distribution policy and other information about the Fund, call:

Bethany Uhlein
(914) 921-5546

About The Gabelli Global Small and Mid Cap Value Trust
The Gabelli Global Small and Mid Cap Value Trust is a diversified, closed-end management investment company with $136 million in total net assets whose primary investment objective is to achieve long-term capital growth of capital. Under normal market conditions, the Fund will invest at least 80% of its total assets in equity securities (such as common stock and preferred stock) of companies with small or medium sized market capitalizations. The Fund is managed by Gabelli Funds, LLC, a subsidiary of GAMCO Investors, Inc. (OTCQX: GAMI).

NYSE – GGZ
CUSIP – 36249W104

THE GABELLI GLOBAL SMALL AND MID CAP VALUE TRUST

Investor Relations Contact:
Bethany Uhlein
(914) 921-5546
buhlein@gabelli.com

The MIL Network –

May 15, 2025

MIL-OSI USA: Putting Money Back in New Yorkers’ Pockets

Source: US State of New York

Senate Majority Leader Andrea Stewart-Cousins said, “A budget is a statement of values and priorities. While Washington advocates tax cuts for the ultra-wealthy and mega-corporations at the expense of millions of working Americans, we in New York continue to champion the well-being of the middle class. The Senate Democratic Majority has worked with Governor Hochul and the Assembly to deliver a budget that invests in people and addresses the challenges facing New Yorkers. With this enacted budget that includes inflation rebate checks, we have prioritized our state’s working families and individuals, putting money back into the pockets of millions of New Yorkers.”

Assembly Speaker Carl Heastie said, “These checks will put money back into the pockets of New Yorkers, allowing them to save or spend in a way that makes sense for them. This announcement is another step forward in the Assembly Majority’s mission to make the everyday lives of hardworking families easier and we will continue fighting for a future where no hardworking family has to worry about putting food on the table or keeping a roof over their heads.”

Queens Borough President Donovan Richards Jr. said, “For the families here in New York City and across New York State living on the sharp edge of poverty, having a little extra cash to help keep a roof over their heads and food on their tables couldn’t be more critical, especially in an economy thrown into chaos by Donald Trump and his tariffs. Queens appreciates the leadership of Governor Hochul, as well as the state Legislature, in making these inflation refund checks possible, and my office will continue to be a proud partner alongside our state leaders in making our borough a more affordable place to call home.”

Bronx Borough President Vanessa L. Gibson said, “I want to thank Governor Kathy Hochul for her continued commitment to easing the financial burdens facing New Yorkers. The inflation refund checks will provide much-needed support to millions of households across our state, where many families are struggling to make ends meet amid rising costs. This initiative is a clear example of what responsive, people-centered leadership looks like, and I applaud the Governor for putting money back into the pockets of those who need it most.”

New York City Council Member Carmen De La Rosa said, “I applaud Governor Hochul and the State Legislature for prioritizing fully funded transit improvements in the FY 2026 budget. For Northern Manhattan, this means more accessible stations, cleaner infrastructure, and good union jobs for our communities. In the face of ongoing attacks from the Trump administration on climate action and public transit, this kind of leadership is more important than ever. These investments are critical to building a more equitable, sustainable, and inclusive transit system for all New Yorkers.”

New York City Council Member Chris Banks said, “New Yorkers have been suffering at the hands of inflation for far too long. Inflation has driven prices up far beyond livable for many low-income communities. I support Governor Hochul, in making the decision to put money back in tax payers pockets. These checks may be the difference between a family eating or being able to pay rent. It’s time to give hard working New Yorkers their money back, and let them spend it how they choose.”

New York City Council Member Simcha Felder said, “More money in people’s pockets is always a good thing!”

Over 8 million New Yorkers will get an inflation refund because it’s simple — this is your money and we’re putting it back in your pockets.”

Governor Kathy Hochul

Inflation has driven the costs of everyday necessities higher and as a result, the State’s revenue from the collection of sales tax has also increased. Governor Hochul believes that money belongs to hardworking New York families and should be put back in their pockets as an inflation refund — and that’s why 8.2 million households statewide will receive a check this fall.

Starting today, New Yorkers can visit ny.gov/inflationrefund for more information on eligibility and other details.

Who’s Eligible for an Inflation Refund Check?

You are eligible for an inflation refund check if, for tax year 2023, you:

Filed Form IT-201, New York State Resident Income Tax Return;
Reported income within the qualifying thresholds below; and
Were not claimed as a dependent on another taxpayer’s return.

Joint tax filers with income up to $150,000 will receive a $400 check.

Joint tax filers with income over $150,000 but no greater than $300,000 will receive a $300 check.

Single tax filers with income up to $75,000 will receive a $200 check.

Single tax filers with incomes over $75,000 but no greater than $150,000 will receive a $150 check.

There are no age restrictions. Filers do not need to do anything to receive an inflation refund check. If you filed a tax return, are below the income thresholds, and no one else claimed you as a dependent, you will receive a check.

When Will Checks Be Delivered?

Checks will be mailed across the state starting in October, and deliveries will continue through November.

Your check may arrive earlier or later than your neighbors, as mailings will not be based on zip code or region.

Additional information from the New York State Tax Department can be seen at ny.gov/inflationrefund.

Embedded Flickr Album

Regional Breakdown

Inflation refund checks will be sent this fall to 8.2 million households throughout all corners of New York State. A breakdown of the number of checks going to each region can be seen below.

Region	Number of Recipients
New York City	3.53 million
Long Island	1.25 million
Mid-Hudson	924,000
Western New York	585,000
Finger Lakes	513,000
Capital Region	475,000
Central New York	321,000
Southern Tier	251,000
Mohawk Valley	198,000
North Country	156,000
TOTAL	8.2 million

MIL OSI USA News –

May 15, 2025

MIL-OSI USA: Florida Man Pleads Guilty to Conspiracy to Defraud the United States

Source: US State of California

Defendant’s Scheme Caused $3M Loss to the U.S. Treasury

Last week, a Florida man pleaded guilty before Magistrate Judge David A. Baker for the Middle District of Florida to conspiring to defraud the United States by filing false tax returns for clients. The plea must be accepted by a U.S. district court judge.

The following is according to court documents and statements made in court: Diandre Mentor, of Miami, worked for a tax return preparation company between January 2017 and 2019 named Neighborhood Advance Tax (NAT). Mentor and his co-conspirators operated a dozen offices throughout Florida that fraudulently inflated client tax refunds by fabricated deductions on their returns. Mentor and his co-conspirators also held periodic training sessions at which they taught other NAT employees how to prepare fraudulent tax returns.

In 2020, Mentor and his co-conspirators started their own tax return preparation business named Smart Tax & Finance that eventually expanded to 12 franchise locations throughout South and Central Florida. As with Neighborhood Advance Tax, Mentor and his co-conspirators prepared false tax returns for clients, including by fabricating deductions. As before, Mentor and his co-conspirators also taught franchise owners and employees how to prepare false returns for clients.

In total, Mentor caused a tax loss to the IRS of $3,090,077.

Several of Mentor’s co-conspirators previously pleaded guilty. Abryle Y De La Cruz and Emmanual Almonor pleaded guilty to conspiring to defraud the United States. Adon Hemley pleaded guilty to conspiring to defraud the United States and to aiding the preparation and filing of false returns. Isaiah Hayes pleaded guilty to aiding the preparation and filing of false returns. The two remaining co-conspirators, Franklin Carter Jr. and Jonathan Carrillo, are scheduled to go to trial on June 2.

Mentor will be sentenced at a later date. He faces a maximum penalty of five years in prison as well as a period of supervised release, restitution, and monetary penalties. A federal district court judge will determine any sentence after considering the U.S. Sentencing Guidelines and other statutory factors.

Acting Deputy Assistant Attorney General Karen E. Kelly of the Justice Department’s Tax Division and U.S. Attorney Gregory W. Kehoe for the Middle District of Florida made the announcement.

IRS Criminal Investigation is investigating the case.

Trial Attorney Michael L. Jones of the Tax Division and Assistant U.S. Attorney Megan Testerman for the Middle District of Florida are prosecuting the case.

MIL OSI USA News –

May 15, 2025
MIL-OSI Security: Florida Man Pleads Guilty to Conspiracy to Defraud the United States

Source: United States Attorneys General 2

Defendant’s Scheme Caused $3M Loss to the U.S. Treasury

Last week, a Florida man pleaded guilty before Magistrate Judge David A. Baker for the Middle District of Florida to conspiring to defraud the United States by filing false tax returns for clients. The plea must be accepted by a U.S. district court judge.

The following is according to court documents and statements made in court: Diandre Mentor, of Miami, worked for a tax return preparation company between January 2017 and 2019 named Neighborhood Advance Tax (NAT). Mentor and his co-conspirators operated a dozen offices throughout Florida that fraudulently inflated client tax refunds by fabricated deductions on their returns. Mentor and his co-conspirators also held periodic training sessions at which they taught other NAT employees how to prepare fraudulent tax returns.

In 2020, Mentor and his co-conspirators started their own tax return preparation business named Smart Tax & Finance that eventually expanded to 12 franchise locations throughout South and Central Florida. As with Neighborhood Advance Tax, Mentor and his co-conspirators prepared false tax returns for clients, including by fabricating deductions. As before, Mentor and his co-conspirators also taught franchise owners and employees how to prepare false returns for clients.

In total, Mentor caused a tax loss to the IRS of $3,090,077.

Several of Mentor’s co-conspirators previously pleaded guilty. Abryle Y De La Cruz and Emmanual Almonor pleaded guilty to conspiring to defraud the United States. Adon Hemley pleaded guilty to conspiring to defraud the United States and to aiding the preparation and filing of false returns. Isaiah Hayes pleaded guilty to aiding the preparation and filing of false returns. The two remaining co-conspirators, Franklin Carter Jr. and Jonathan Carrillo, are scheduled to go to trial on June 2.

Mentor will be sentenced at a later date. He faces a maximum penalty of five years in prison as well as a period of supervised release, restitution, and monetary penalties. A federal district court judge will determine any sentence after considering the U.S. Sentencing Guidelines and other statutory factors.

Acting Deputy Assistant Attorney General Karen E. Kelly of the Justice Department’s Tax Division and U.S. Attorney Gregory W. Kehoe for the Middle District of Florida made the announcement.

IRS Criminal Investigation is investigating the case.

Trial Attorney Michael L. Jones of the Tax Division and Assistant U.S. Attorney Megan Testerman for the Middle District of Florida are prosecuting the case.

MIL Security OSI –

May 15, 2025
MIL-OSI: TMD Energy Limited Reports 2024 Full-Year Results
Source: GlobeNewswire (MIL-OSI)

Kuala Lumpur, Malaysia, May 14, 2025 (GLOBE NEWSWIRE) — TMD Energy Limited (NYSE: TMDE) (the “Company” or “TMDEL”), together with its subsidiaries (the “Group” or “TMDEL Group”) is a Malaysia and Singapore based service provider engaged in integrated bunkering services segment which involves ship-to-ship transfer of marine fuels, ship management services and vessel chartering services, today reported its financial results for the fiscal year ended December 31, 2024.

Fiscal Year 2024 Financial Results Highlights
- Group Revenue increased by 8.8% to $688.6 million in FY2024 from $633.1 million in FY2023. Notably, revenue from our Bunkering Services Segment rose by $55.5 million.
- Despite revenue grew by 8.8%, gross profit surged 32.7% to $16.0 million, with gross margin improving to 2.3% in FY2024 from 1.9% in FY2023.
- Income from operations increased substantially by more than 130% to $6.0 million in FY2024 from $2.6 million in FY2023.
- Net income remained stable at $1.9 million in FY2024, compared to $2.0 million for FY2023.
Dato’ Sri Kam Choy Ho, Director and Chief Executive Officer of the Company commented, “In FY2024, the Company experienced sustainable revenue growth, primarily driven by the success of our Bunkering Services Segment. Revenue notably increased by 8.8% in FY2024 to over $688 million, while net income remained stable at about $1.9 million, compared to $2.0 million a year earlier.”

“The Bunkering Services Segment accounted for most of our revenue and net income, which benefited from improved operational efficiency and an expanding customer base. The redeployment of a vessel from vessel chartering services to the bunkering segment further enhanced our bunkering capacities, allowing us to better meet our client growing needs.”

“Looking ahead, we recognize the importance of maintaining this momentum. Our focus will remain on optimizing balance sheet by enhancing our operational efficiencies and exploring new customer opportunities in the bunkering sector. With our existing internal team of ship managers who are qualified professional mariners, we aim to continue growing our ship management revenue by targeting our existing bunkering client and external clients. We’ll also maintain competitive pricing via our supplier leverage and transparent practices as we stay committed to leveraging our strengths to drive sustainable growth and deliver value to our stakeholders.”

Financial Performance Overview

Our Group reported an overall revenue of $688.6 million for FY2024, an increase of 8.8%, or equivalent to $55.5 million from $633.1 million in FY2023 due to rise in contribution from the Bunkering Services Segment. This segment which contributed more than 99% of the Group’s revenue had enjoyed a 6.0% increase in the volume of oil cargo bunkered as our Group expanded its customer base. Meanwhile, the Ship Management Segment had contributed the remaining $0.4 million of the Group’s revenue.

We recorded an overall increase of 32.7% in our gross profit, or equivalent to $3.9 million, to $16.0 million for FY2024 from $12.1 million in FY2023. As we strategically focus on penetrating new markets and expanding our customer base, we had managed to improve our gross profit margin from 1.91% in FY2023 to 2.33% in FY2024.

General and administrative expenses had increased by $0.1 million in FY2024 to $5.2 million from $5.1 million as we participated in environmental, social and governance activities as part of our commitment to a sustainable green environment and incurring additional travelling expenses for our business expansion.

Depreciation had increased by $0.5 million from $4.3 million in FY2023 to $4.8 million in FY2024 as we continued to maintain and dry-dock our vessels periodically to ensure their sea worthiness and condition when carrying out a safe and efficient bunkering operation.

Interest expense had increased by $2.4 million to $4.6 million in FY2024, up from $2.2 million in FY2023 as higher volume of trade financing facilities were utilized to meet the increase in volume of oil cargo bunkered.

Overall, net income remained stable at $1.9 million in FY2024, compared to $2.0 million for FY2023.

About TMD Energy Limited

TMD Energy Limited and its subsidiaries are principally involved in marine fuel bunkering services specializing in the supply and marketing of marine gas oil and marine fuel oil of which include high sulfur fuel oil, low sulfur fuel oil and very low sulfur fuel oil, to ships and vessels at sea. TMDEL Group is also involved in the provision of ship management services for in-house and external vessels, as well as vessels chartering. As of today, TMDEL Group operates in 19 ports across Malaysia with a fleet of 15 bunkering vessels.

For more information about our Company and its business activities, please visit our website at: www.tmdel.com.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements, including but not limited to, the Company’s Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, result of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may”, “could”, “will”, “should”, “would”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “project” or “continue” or the negative of these terms or other comparable terminology. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s financial results filings with the SEC.

For investor and media inquiries, please contact:

TMD ENERGY LIMITED
e-Mail : corporate@tmdel.com

WFS INVESTOR RELATIONS
e-Mail : services@wealthfsllc.com

The MIL Network –
May 15, 2025
MIL-OSI: Ellsworth Growth and Income Fund Ltd. (NYSE: ECF) Increases Quarterly Distribution 23% to $0.16 Per Share From $0.13 Per Share

Source: GlobeNewswire (MIL-OSI)

RYE, N.Y., May 14, 2025 (GLOBE NEWSWIRE) — The Board of Trustees of Ellsworth Growth and Income Fund Ltd. (the “Fund”) declared a $0.16 per share cash distribution payable on June 23, 2025 to common shareholders of record on June 13, 2025. The $0.16 quarterly distribution is a 23% increase from $0.13 per share, bringing the annual distribution rate to $0.64 from $0.52 per share. The increase follows on the strength of the Fund’s market total return of 27% in 2024.

The Fund intends to pay the greater of either an annual distribution of 5% of the Fund’s trailing 12-month average month-end market prices or an amount that meets the minimum distribution requirement of the Internal Revenue Code for regulated investment companies.

Each quarter, the Board of Trustees reviews the amount of any potential distribution from the income, realized capital gain, or capital available. The Board of Trustees will continue to monitor the Fund’s distribution level, taking into consideration the Fund’s net asset value and the financial market environment. If necessary, the Fund pays an adjusting distribution in December, which includes any additional income and net realized capital gains in excess of the quarterly distributions. The Fund’s distribution policy is subject to modification or termination by the Board of Trustees at any time, and there can be no guarantee that the policy will continue. The distribution rate should not be considered the dividend yield or total return on an investment in the Fund.

All or part of the distribution may be treated as long-term capital gain or qualified dividend income (or a combination of both) for individuals, each subject to the maximum federal income tax rate for long term capital gains, which is currently 20% in taxable accounts for individuals (or less depending on an individual’s tax bracket). In addition, certain U.S. shareholders who are individuals, estates or trusts and with income that exceeds certain thresholds will be required to pay a 3.8% Medicare surcharge on their “net investment income”, which includes dividends received from the Fund and capital gains from the sale or other disposition of shares of the Fund.

If the Fund does not generate earnings (dividends and interest income, less expenses, and realized net capital gain) equal to or in excess of the aggregate distributions paid by the Fund in a given year, then the amount distributed in excess of the Fund’s earnings would be deemed a return of capital. Since this would be considered a return of a portion of a shareholder’s original investment, it is generally not taxable and would be treated as a reduction in the shareholder’s cost basis.

Long-term capital gains, qualified dividend income, investment company taxable income and return of capital, if any, will be allocated on a pro-rata basis to all distributions to common shareholders for the year. Based on the accounting records of the Fund currently available, each of the distributions paid in 2025 to common shareholders with respect to the Fund’s fiscal year ending September 30, 2025 would include approximately 19% from net investment income and 81% from net capital gains on a book basis. This information does not represent information for tax reporting purposes. The estimated components of each distribution are updated and provided to shareholders of record in a notice accompanying the distribution and are available on our website. The final determination of the sources of all distributions in 2025 will be made after year end and can vary from the quarterly estimates. Shareholders should not draw any conclusions about the Fund’s investment performance from the amount of the current distribution. All individual shareholders with taxable accounts will receive written notification regarding the components and tax treatment for all 2025 distributions in early 2026 via Form 1099-DIV.

Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. For more information regarding the Fund’s distribution policy and other information about the Fund, call:

Bethany Uhlein
(914) 921-5546

About Ellsworth Growth and Income Fund
Ellsworth Growth and Income Fund Ltd. is a diversified, closed-end management investment company with $186 million in total net assets. ECF invests primarily in convertible securities and common stock with the objectives of providing income and the potential for capital appreciation, objectives the Fund considers to be relatively equal over the long-term due to the nature of the securities in which it invests. The Fund is managed by Gabelli Funds, LLC, a subsidiary of GAMCO Investors, Inc. (OTCQX: GAMI).

NYSE American: ECF
CUSIP – 289074106

ELLSWORTH GROWTH AND INCOME FUND LTD.
Investor Relations Contact:
Bethany Uhlein
914.921.5546
buhlein@gabelli.com

The MIL Network –

May 15, 2025
MIL-OSI USA: Oregon Delegation: Seven Airports In State Earn More Than $22 Million in Federal Grants

US Senate News:

Source: United States Senator Ron Wyden (D-Ore)
May 14, 2025
Airports in Portland, Hillsboro, Bend, Eugene, Corvallis, Burns and Joseph secure infrastructure investments
Washington, D.C. – Oregon lawmakers today announced that seven airports in the Portland metro area, the Willamette Valley, Central Oregon and Eastern Oregon have secured about $22.7 million combined in federal grants for infrastructure improvements to taxiways, drainage, snow removal equipment and more.
“These federal investments to modernize and improve airports large and small throughout our state benefit Oregonians relying on these facilities for their communities’ economic health and for everybody’s safety during wildfires and other emergencies,” Wyden said. “I’m gratified these resources are heading to Oregon, and I’ll keep battling to provide similar funds for airports all across our state.”
“Oregon’s regional airports serve as vital hubs for our communities, including supporting local businesses and providing essential lifelines during natural disasters,” Merkley said. “This federal funding will allow several Oregon regional airports to tackle important projects like expanding taxiways, construction projects, and new equipment. I’ll continue to fight to ensure Oregon has the resources for safe and efficient travels for the folks who rely on Oregon’s airports.”
“I’m pleased to see that airports in NW Oregon and across the state are receiving federal investments to improve the reliability of our transportation system,” said Rep. Bonamici. “Because of these modernization projects, Oregonians and anyone traveling to our beautiful state for business or pleasure will be safer. I will continue to advocate for other important transportation and infrastructure projects that will help Oregonians and the Oregon economy thrive.”
“Airports are vital infrastructure for our communities—supporting local economies, emergency response, and everyday travel for Oregonians,” said Rep. Hoyle. “I’m proud to see federal investments coming to Eugene and Corvallis to improve safety, modernize facilities, and prepare these airports for future growth. These upgrades will make a real difference for our region, and I’ll keep fighting for resources that strengthen our transportation and infrastructure.”
“I’m glad to see these federal investments coming to airports across Oregon,” said Rep. Salinas. “Modernizing and improving Oregon’s airport infrastructure is critical to the safety and economic growth of communities both large and small. I’ll keep fighting to deliver the resources that Oregonians need and deserve.”
“It’s important to me that as people come in and out of our beautiful state that we give them the best possible experience,” said Rep. Bynum. “This funding provides the resources to do just that, improving safety and reliability and helping Oregon airports modernize and grow. I was ecstatic to see this announcement, and I’ll always fight for projects that improve Oregonians’ quality of life.”
“Investing in our airports means investing in the safety, connectivity, and economic strength of our communities,” said Rep. Dexter. “I’m thrilled that more than $15 million is headed to PDX. This funding—fueled by the Biden Administration’s historic infrastructure investments—is a clear example of what it looks like when the federal government shows up for local communities.”
The $22.7 million in airport improvement grants from the Federal Aviation Administration will be distributed as follows:
$15.22 million to the Port of Portland for Portland International Airport to rebuild 2,700 feet of the existing paved taxiway A pavement that’s reached the end of its useful life.
$3.14 million to the Port of Portland for Hillsboro Airport to build a new 1,300-foot taxiway K to reduce delays and accommodate more aircraft operations.
$2.14 million to Bend Municipal Airport to rehabilitate 12,000 feet of the existing southwest, northwest, and west taxi lanes pavement to extend their useful lives.
$1.66 million for Eugene’s Mahlon Sweet Airport to build new airfield drainage for wetland mitigation to bring the airport into conformity with current standards.
$261,938 for Corvallis Municipal Airport to build a new 1,100-foot taxi lane to provide airfield access to a non-exclusive hangar development area to bring the airport into conformity with current standards.
$215,000 for Burns Municipal Airport to acquire snow removal equipment.
$76,000 to Joseph State Airport to reseal 5,210 feet of existing Runway 15/33 pavement and joints to extend its useful life. This project reseals 6,990 feet of the existing Taxiway A pavement and joints to extend its useful life.
“Reconstructing and adding taxiways at PDX and Hillsboro Airport is vital to maintaining the transportation system that our region relies on,” said Curtis Robinhold, Executive Director of the Port of Portland. “We appreciate the continued support of Senators Wyden and Merkley on projects that help to ensure safe and efficient operations at our airports.”
“Funding for this important airport capital improvement project will support asphalt patching, crack sealing and repair, surface sealing, and new painted striping on paved surfaces at the Bend Municipal Airport,” said Airport Manager Tracy Williams.
“On behalf of the City of Burns and the Burns Municipal Airport, we sincerely appreciate the recent grant awarded by the Federal Aviation Administration for the acquisition of essential snow removal equipment,” said City Manager Judy Erwin. “This funding will significantly enhance our operational capabilities during the winter season, ensuring safer and more reliable service for all airport users. The support from the FAA continues to be instrumental in maintaining and improving the safety and efficiency of our airport infrastructure. This equipment will allow us to better serve general aviation, emergency services, and regional operations, especially during severe weather conditions.

MIL OSI USA News –

May 15, 2025
MIL-OSI USA: ICYMI: “Average earners’ tax bills would fall under House tax package, forecasters say”

US Senate News:

Source: The White House
Under President Donald J. Trump’s One Big, Beautiful Bill, everyday Americans will see a significant decrease in the taxes they owe, Politico reports.
“Average-income people would see double-digit percentage declines in their tax bills under House Republicans’ tax package, according to a new official analysis that’s sure to inflame partisan fights over who would get what under the plan.
Those making between $30,000 and $80,000 would pay around 15 percent less in taxes in 2027, the report by the nonpartisan Joint Committee on Taxation shows.”
Click here to read the full article.
Click here to see the official analysis from the Joint Committee on Taxation.

MIL OSI USA News –

May 15, 2025

Category: Taxation

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