NewzIntel.com

    • Checkout Page
    • Contact Us
    • Default Redirect Page
    • Frontpage
    • Home-2
    • Home-3
    • Lost Password
    • Member Login
    • Member LogOut
    • Member TOS Page
    • My Account
    • NewzIntel Alert Control-Panel
    • NewzIntel Latest Reports
    • Post Views Counter
    • Privacy Policy
    • Public Individual Page
    • Register
    • Subscription Plan
    • Thank You Page

Category: Transport

  • MIL-OSI Canada: Kick Off Summer on Victoria Day at Government House

    Source: Government of Canada regional news

    Released on May 15, 2025

    Summer has arrived at Government House! To celebrate, the team at Government House is taking things outdoors for some Victoria Day free, family fun. 

    Be at Government House Monday, May 19 from 1 to 4 p.m. for a classic car show, to visit furry friends in the petting zoo and enjoy a tasty treat. 

    “Spending Victoria Day at Government House is the perfect way to kick off the season,” Minister Responsible for the Provincial Capital Commission Eric Schmalz said. “Bring family and friends and celebrate the warmer months ahead with an afternoon of outdoor activities on the great lawns which surround this historic site.”

    In addition, Government House is now open seven days a week from 9 a.m. to 5 p.m. Visitor experience hosts are ready to welcome you all summer long. 

    Visitors are also encouraged to explore the sprawling, blooming gardens, the Amédée Forget Museum and check out the newest exhibit in the Queen Elizabeth II Art Gallery. There is always something to see and do at Government House.

    For more information, visit: https://governmenthousesk.ca/events/summer-kick-off.

    About Government House

    Government House is a National Historic Site and Provincial Heritage Property with a mission to provide visitors with an accessible historic place to preserve, promote and celebrate Saskatchewan’s living heritage. Government House is the steward of a vibrant collection and historic property that is living and ever-changing. Experience the story of Government House through educational experiences, engaging programs and collaborative partnerships. 

    -30-

    For more information, contact:

    MIL OSI Canada News –

    May 16, 2025
  • MIL-OSI Canada: Crop Report For The Period May 6 to May 12, 2025

    Source: Government of Canada regional news

    Released on May 15, 2025

    Limited precipitation over the past week has allowed producers to make substantial seeding progress. Seeding is currently 49 per cent complete across the province, up 31 per cent from last week. This is significantly ahead of the five-year average of 32 per cent and the 10-year average of 34 per cent.

    All regions were able to make considerable seeding gains this week. Currently, the southwest region continues to lead in seeding progress with 76 per cent complete. The northwest region sits at 49 per cent complete. The southeast, west-central and northeast regions are all reporting 43 per cent complete seeding. The east-central region is reporting 33 per cent complete. 

    Pulse crops continue to lead in seeding progress with 78 per cent of field peas seeded, 71 per cent of lentils and 65 per cent of chickpeas. Triticale is the highest in reported seeding completion of the cereals at 73 per cent, followed by durum at 65 per cent, spring wheat at 53 per cent, barley at 45 per cent, oats at 28 per cent and canary seed at 23 per cent. Of the oilseed crops, mustard is leading in seeding completion at 66 per cent, followed by canola at 29 per cent and flax at 28 per cent. Perennial forage is reported at 25 per cent seeded. Soybeans are the furthest behind in seeding completion at 14 per cent. 

    Overall, rainfall was fairly limited throughout the province over the past week. The highest reported rainfall fell in the Marengo area at 14 millimetres (mm) followed by the Wadena area at 13 mm. Many other areas reported trace to limited rainfall for the week. 

    Warm, dry and windy conditions continue to deplete topsoil moisture across the province. Producers are hopeful for moisture soon to help support crop development and improve hay and pasture conditions.Currently, topsoil moisture for cropland is rated at one per cent surplus, 61 per cent adequate, 35 per cent short and three per cent very short. Hayland is rated at 51 per cent adequate, 42 per cent short and seven per cent very short. Pasture topsoil moisture conditions are reported at 42 per cent adequate, 50 per cent short and eight per cent very short.

    Livestock producers in areas of the province are hopeful for moisture to support water supplies moving into the season. Fifty-four per cent of producers currently estimate there are no shortages of on-farm surface water supplies for livestock occurring or anticipated, with 32 per cent estimating that shortages may occur in one to two months depending on future moisture conditions. Twelve per cent of producers are currently indicating that moderate shortages are occurring with two per cent reporting severe shortages occurring. Currently, 84 per cent of producers are not concerned with water quality for their livestock at this time.    

    Producers are busy seeding while watching their early seeded crops begin to emerge. Many are applying pre-seed herbicide products for weed control as the weather allows, along with harrowing, land rolling and rock picking. Livestock producers are checking fences and starting to move cattle out to pasture. They have noted that, although pastures are starting to green up, growth is slow due to the drier conditions. As seeding rapidly progresses across the province, drivers are encouraged to watch for farm machinery moving along highways and roads during this busy season and producers are reminded to take precautions while transporting equipment. 

    A complete, printable version of the Crop Report is available online – Download Crop Report.

    Follow the 2025 Crop Report on Twitter at @SKAgriculture.

    -30-

    For more information, contact:

    MIL OSI Canada News –

    May 16, 2025
  • MIL-OSI Canada: Saskatchewan Leads the Nation in Housing Starts and Wholesale Trade Growth

    Source: Government of Canada regional news

    Released on May 15, 2025

    Continued Positive Statistics, a Sign of Strong Financial Position 

    According to the latest data, Saskatchewan recorded a third consecutive month of rising wholesale (excluding petroleum, petroleum products, and other hydrocarbons and excluding Oilseed and grain) trade sales with a 20.9 per cent increase year-over-year from March 2024 to March 2025, as well as a month-over-month increase of 10.2 per cent from February 2025 to March 2025. This ranked first in month-over-month and second in year-over-year growth among the provinces in this category. Wholesale trade (excluding petroleum, petroleum products, and other hydrocarbons and excluding Oilseed and grain) reached $4.0 billion in March 2025.

    In the first four months of 2025, urban housing starts in Saskatchewan increased by 93.8 per cent, compared to the same period in 2024. Saskatchewan ranked first among the provinces in percentage change. The province also saw a year-over-year increase of 88.3 per cent from April 2024 to April 2025, which ranks third among the provinces. Single family dwellings increased by 112.9 per cent , and multiple units increased by 81.8 per cent , compared to April 2024 as well. Saskatoon led the way in growth with a 221.9 per cent year-over-year increase and a 124.7 per cent year-to-date increase.

    “The strong performance we are seeing in housing starts and wholesale trade is further evidence that Saskatchewan is one of the fastest-growing economies in Canada,” Trade and Export Development Minister Warren Kaeding said. “These consistent increases reflect the success of our policies, which are driving job creation, investment and growth across all sectors. Saskatchewan remains a destination for opportunity and is open for business.”

    Housing starts refers to the number of housing projects that started that month. While wholesale trade is a measure of the value of goods purchased in large quantities with the intention of being sold to resellers, but not to final consumers.

    The provincial economy continues to see substantial growth. In 2007, the value of Saskatchewan exports was $19.8 billion, which has since climbed to nearly $50 billion on average over the past three years. In 2024, the province’s exports reached 161 countries. The Government of Saskatchewan remains focused on strengthening international relationships to diversify markets and boost exports.

    Statistics Canada’s latest GDP numbers indicate that Saskatchewan’s 2024 real GDP reached an all-time high of $80.5 billion, increasing by $2.6 billion, or 3.4 per cent. This ranks Saskatchewan second in the nation for real GDP growth, and above the national average of 1.6 per cent.

    Private capital investment in Saskatchewan increased last year by 17.3 per cent to $14.7 billion, ranking first among provinces. Private capital investment is projected to reach $16.2 billion in 2025, an increase of 10.1 per cent over 2024. This is the second highest anticipated percentage increase among the provinces.

    Last year, the Government of Saskatchewan unveiled its new Securing the Next Decade of Growth – Saskatchewan’s Investment Attraction Strategy. This strategy, combined with Saskatchewan’s trade and investment website, InvestSK.ca, contains helpful information for potential markets and solidifies the province as the best place to do business in Canada.

    For more information, visit: InvestSK.ca.

    -30-

    For more information, contact:

    MIL OSI Canada News –

    May 16, 2025
  • MIL-OSI Canada: Tackling impaired boating on Alberta’s waterways

    Source: Government of Canada regional news (2)

    MIL OSI Canada News –

    May 16, 2025
  • MIL-OSI Canada: Technical Briefing and Accreditation: 2025 Royal Visit to Canada by Their Majesties King Charles III and Queen Camilla

    Source: Government of Canada News

    OTTAWA – Canadian Heritage officials will hold a media briefing on Tuesday to provide the logistical information regarding the Royal Visit to Canada by Their Majesties King Charles III and Queen Camilla in May 2025. They will visit Canada’s Capital Region, where the King will deliver the Speech from the Throne to open Parliament.

    Please note that all details are subject to change. All times are local.

    EVENT: Media technical briefing

    DATE: Tuesday, May 20

    TIME: 10:30 a.m.

    The technical briefing will be virtual only. Participation in the question-and-answer portion of this event is for accredited members of the Press Gallery only. Media who are not members of the Press Gallery may contact pressres2@parl.gc.ca for temporary access.

    Accreditation:

    All media representatives who wish to cover the 2025 Royal Visit must be accredited in accordance with the normal procedures of the Canadian Parliamentary Press Gallery.

    Permanent members of the Press Gallery must register in advance for the event by submitting their names to pressres2@parl.gc.ca.

    Non-members must request temporary accreditation by contacting pressres2@parl.gc.ca.

    All media wishing to cover the event will require a Royal Visit ID card. When registering with the Press Gallery, you must submit a passport-style photo ID with your request.

    The deadline to apply for accreditation is Thursday, May 22, at 5 p.m. ET.

    Media who are accredited will be notified of the location and date for when they can pick up their passes.

    MIL OSI Canada News –

    May 16, 2025
  • MIL-OSI Canada: Supporting Alberta’s wildfire evacuees

    Emergency evacuations due to the threat of a wildfire or other natural disaster can cause incredible emotional and financial stress for those affected. To help ease the costs of evacuating and provide some peace of mind, Alberta’s government provides emergency evacuation payments to assist those who have been forced from their homes for an extended period of time.

    “Being forced from your home is one of the most difficult things a family can face. Our government is here to support Albertans every step of the way – helping cover urgent costs and providing reassurance during an incredibly stressful time. We’re committed to ensuring families have the help they need, when they need it most.”

    Danielle Smith, Premier

    Each adult resident of an affected community who has been evacuated for seven days or more is eligible to receive a one-time payment of $1,250 and $500 for each dependent child under the age of 18. These evacuation payments help pay for temporary accommodations, food and other necessities while evacuees are away from their homes. Most insurance policies will also provide coverage for additional living expenses if the insured are forced to leave due to a disaster.

    “Whether flood or fire, evacuations due to natural disasters can be incredibly stressful. As always, our government is working hard to ensure help is there for those who need it and do everything we can to support Albertans through this wildfire season.”

    Jason Nixon, Minister of Seniors, Community and Social Services

    Evacuees can apply for the payments online and will have up to 60 days to apply following the start of an evacuation order for their respective community. Payments will be made by e-transfer within 24 hours of application, which is the fastest and most efficient way to receive these payments. Evacuees unable to apply online or receive e-transfer can call the Alberta Supports Contact Centre at 1-877-644-9992 for assistance and to make alternate payment arrangements.

    “In the face of floods and fires, Alberta’s government remains committed to providing essential support and resources to protect and assist Albertans during this wildfire season, ensuring that help is always within reach for those affected.”

    Mike Ellis, Deputy Premier and Minister of Public Safety and Emergency Services

    For those who may need help with evacuating, Alberta’s Income Support Emergency Contact Centre is available 24-7 to provide support. Vulnerable Albertans or those in acute financial need who may need additional financial support for items such as food, clothing, transportation and temporary shelter as they leave their community should contact the Income Support Emergency Contact Centre at 1-866-644-5135.

    “Wildfires are a reality of life in Alberta’s forests, but no Albertan should have to face them alone. Our government is standing with affected communities every step of the way – supporting firefighting efforts on the ground, providing critical information and ensuring families have the support they need to get through these challenging times.”

    Todd Loewen, Minister of Forestry and Parks

    The most up-to-date evacuation information is available at alberta.ca/emergency, Alberta Emergency Alert or by downloading the Alberta Emergency Alert mobile app, which immediately pushes all alerts out to subscribers.

    Quick facts

    • Each adult resident of an affected community who has been evacuated for seven days or more is eligible to receive a one-time payment of $1,250 and $500 for each dependent child under the age of 18.
    • Evacuees can apply for the payments online and will have up to 60 days to apply following the start of an evacuation order for their respective community.
    • Payments will be made by e-transfer within 24 hours of application. Those unable to apply online or receive e-transfers can call the Alberta Supports Contact Centre for assistance and to make alternate payment arrangements.
    • Albertans can connect with Alberta Supports for more information about the benefits available and how to apply by visiting alberta.ca/alberta-supports, emailing [email protected], calling 1-877-644-9992 toll free, or visiting your local Alberta Supports Office for in-person services.
      • Help is available in more than 100 languages.
      • For after-hours support, the Emergency Income Support Contact Centre is available 24-7 at 1-866-644-5135.

    Related Information

    • Alberta Supports
    • Income Support Emergency Contact Centre
    • Alberta.ca/emergency
    • Alberta Emergency Alert app
    • Alberta Wildfire app

    MIL OSI Canada News –

    May 16, 2025
  • MIL-OSI Canada: New B.C. council launched to support forestry in B.C.

    Source: Government of Canada regional news

    The members of the Provincial Forest Advisory Council are reputable, subject-matter experts. They all have the skills and insight needed to advance stewardship of B.C.’s forests.

    All committee members were jointly appointed by the Minister of Forests and the BC Green Caucus. You can read about each committee member below.

    Co-chair:
    Garry Merkel – Centre of Indigenous Land Stewardship director, faculty of forestry, University of British Columbia (UBC)

    Garry Merkel (nadi’ denezā) is Tahltan from northwestern British Columbia – what is now known as the Stikine River area. He is a great-grandfather and is a professional forester with more than 50 years of experience working in most areas of the forest/lands sector. He is the director of the Centre of Indigenous Land Stewardship currently housed in the faculty of forestry at UBC and has a long public policy history in B.C. and beyond. The most recent was co-chairing with Al Gorley the cabinet-appointed Old Growth Review Panel that produced A New Future for Old Forests, A Strategic Review of How British Columbia Manages its Old Forests Within its Ancient Ecosystems (2021).  Government adopted the 14 recommendations in this review. Merkel continues as an independent mentor, coach, facilitator and adviser to support the government in its leadership role, the forest sector and ultimately the overall provincial land sector through this transition.

    Co-chair:
    Shannon Janzen, former vice-president and chief forester, Western Forest Products

    Shannon Janzen became the first woman in Canada to be appointed chief forester of a major forest products company in 2013 and later served as a vice-president of Western Forest Products from 2015 until 2022. Now the owner of Hypha Consulting Inc., she works with Indigenous communities to support their vision for economic and environmental reconciliation. Starting in operations, she spent over a decade in silviculture and planning, later becoming a lead negotiator for the Coast Forest Conservation Initiative. Her work in the Great Bear Rainforest earned her recognition as the Professional Forester of the Year in 2009. 

    Janzen has negotiated agreements benefiting First Nations and implemented cost-saving initiatives including LEAN supply chain programs and LiDAR Forest Inventory programs. She has also led carbon accounting for forest products and managed environmental social governance initiatives for publicly traded companies. Once a volunteer firefighter, Janzen is committed to making business sense of doing the right thing for people and the planet, tackling complex challenges with optimism and focus.

    Norah White, deputy chief forester, B.C. government

    Norah White is deputy chief forester and executive director in British Columbia’s Office of the Chief Forester within the provincial Ministry of Forests, the division of the provincial government responsible for leadership in forest stewardship and sustainable fibre supply.

    White has an extensive background in provincial forest stewardship policy and has led recent sector-wide change in the areas of forest planning, forest carbon, and the management of old forests and ecosystems.

    She holds a bachelor of science in forestry from the University of British Columbia (2004), an executive master of business administration from Simon Fraser University (2022), and a micro-certificate in forest carbon management from UBC’s faculty of forestry (2022).

    White received her registered professional forester designation in 2007 and is an active member of Forest Professionals BC. She lives within the territory of the Lekwungen peoples, also known as Victoria, B.C., with her spouse and their two daughters, ages 12 and 14.

    Jason Fisher, executive director, Forest Enhancement Society of BC

    Jason Fisher, a registered professional forester, is the executive director of the Forest Enhancement Society of BC (FESBC). FESBC invests the funding it receives from the Ministry of Forests to support forest enhancement projects throughout B.C. that reduce wildfire risk, enhance wildlife habitat, assist in the recovery of forests affected by fire, insects and disease, and/or reduce greenhouse emissions through enhancing the utilization of wood waste for bioenergy.

    Fisher earned degrees in forestry and law, and has worked in the private and public sector, serving as a vice-president with Dunkley Lumber and Pinnacle Renewable Energy and as an associate deputy minister in B.C.’s forest ministry. He is also an instructor at the University of Northern British Columbia, where he teaches a senior-level forest policy and management course. Fisher and his family live in Prince George, located within the traditional territory of the Lheidli T’enneh.

    Jeff Bromley, chairperson, United Steelworkers Wood Council

    Elected Steelworkers Wood Council Chair in 2019, Jeff Bromley was a rank and file IWA member beginning in 1994 when he was hired as an operator at the Elko Sawmill at age 25.

    Bromley was born in Richmond and grew up in the mining town of Kimberley with his mother and stepfather, who was also an IWA member at the Canal Flats sawmill. He earned his associated degree at East Kootenay Community College (now College of the Rockies) with a major in history and a minor in political science.

    Rising through the ranks of Local 1-405, Bromley was elected shop steward and plant committee secretary in 1999, and served as trustee from 2001 until 2008. His advocacy and political action activities have included the USW’s Stop the Killing, Enforce the Law campaign, the softwood lumber lobby effort in Ottawa and the Forest Renewal campaign in Victoria. Bromley has been a local union instructor through District 3’s Back to the Locals instructor program.

    Bromley was elected third vice-president of Local 1-405 in 2008 and, in 2010, graduated from the USW’s leadership development program. Elected financial secretary in 2012, he has served the local union in a full-time staff role since 2012.

    Harry Nelson, associate professor, faculty of forestry, UBC

    Harry Nelson is an associate professor in the faculty of forestry at UBC, specializing in economics and policy. His research interests are in analyzing natural and environmental resource policy around how lands and resources are managed in Canada and the forces driving change in forestry, with the goal of developing solutions that can help enhance the long run sustainability of Canadian forests and the communities and businesses that rely upon them. Long-standing areas of his research include investigating the changing role of Indigenous peoples in land and resource management in Canada and assessing how forest-sector firms, governments and others are adapting to climate change impacts in forestry.

    Hugh Scorah, postdoctoral fellow, UBC

    Hugh Scorah is a researcher at UBC forestry and a business and finance consultant for the agricultural and forest sectors. He has worked on projects related to softwood lumber trade, small and medium-sized enterprises in forestry, community forestry, wildfire risk mitigation, economics of silviculture, hydrological risk and liability in forestry, timber auction design, the economics of sustained yield forestry and pricing of forest tenures.

    Al Gorley, retired professional forester and former president, Professional Foresters Association

    Al Gorley has over 50 years experience in forestry and natural resource management. Born in Burns Lake, he lived in a variety of communities in the northwest while growing up, including Queen Charlotte City (Daajing Giids), Kitwanga, Terrace, and Prince Rupert. His early career with the BC Forest Service saw him stationed in Houston, Lower Post, Ootsa Lake and Smithers.

    During a second stint in Houston as forest district manager, he also served as president of the Association of British Columbia Forest Professionals and board chair for Northwest Community College. In 1994, he was appointed regional manager for the Prince George Forest Region and, for a while, worked concurrently as executive director of Forest Practices Code implementation. In 1998, he moved to Victoria to take on the role of vice-president for land and resources at Forest Renewal BC and was later promoted to chief operating officer.

    In 2002, Gorley started his own consulting firm and worked with a wide variety of industries, communities and governments throughout the province, nationally and internationally, on natural resource and management matters. From 2004 until 2007, he served as president of the McGregor Model Forest and was a founding director of the Canadian Model Forest Network. He is a past member of the BC Forest Appeals Commission and Environmental Board and was chair of the Forest Practices Board from 2010 until 2013.

    In 2019, Gorley was appointed to co-chair a strategic review of how old growth forests are managed in B.C., resulting in the 2020 report A New Future for Old Forests. Now retired, he continues to encourage management approaches that will support community and economic well-being within the envelope of ecosystem sustainability.

    Laurie Kremsater, professional forester, biologist, researcher and educator

    Laurie Kremsater is a professional forester and a professional biologist with more than 35 years experience in forest ecology and wildlife resource management. She completed her bachelor of science in forestry with honours and her master of science in forest wildlife ecology at UBC (1989).

    She was a member of the Clayoquot Sound Scientific Panel, was part of the 1990s Old Growth Strategy and part of the team that directed Weyerhaeuser’s Forest Strategy – the most extensive research, adaptive management and monitoring work in B.C. concerning sustaining biodiversity during forest management. Her initial research concerned black-tailed deer ecology and forest birds, then her work expanded to include small mammals, amphibians, species at risk and biodiversity more broadly. Her work now focuses on managing ecosystems as a whole, helping to develop sustainable forest management plans that maintain biological diversity. She designs landscape reserves for the Great Bear Rainforest Order area and trains others to undertake that task. She is helping incorporate Ecosystem-Based Management into planning for Sechelt Community Forest and Lakes Forest Landscape Plan.

    Educating and developing training materials are passions, all aimed at sustaining biodiversity, while maintaining sustainable economic timber opportunity. Kremsater works for academia, government, industry and non-government organizations. After many years as a research associate at UBC, she became an independent consultant, then joined Madrone Environmental for a period, and now once again is consulting on her own, trying, not so successfully yet, to slow down.

    MIL OSI Canada News –

    May 16, 2025
  • MIL-OSI Canada: Concluding a successful spring session

    [. In addition to the work in the assembly, this session saw the government advocate fiercely for a strong and sovereign Alberta within a united Canada, build and strengthen relationships with trade partners, and defend Alberta’s economy and Albertan jobs.

    In the face of global trade tensions and market uncertainty, the rising cost of living remains one of the largest challenges facing Albertans. This spring, Alberta’s government took action to ease that burden. Budget 2025 delivered the promised income tax cut, saving families up to $1,500 per year. The Automobile Insurance Act was passed to enable better, faster, cheaper auto insurance for Albertans, and we passed legislation to expand energy options by enabling hydrogen blending and making critical reforms to ensure Albertans have access to affordable, reliable utilities when they need them most.

    “Every piece of legislation our government brought forward this session was driven by one goal: to make life better for Albertans. I’m proud to be part of a team that meets the challenges Albertans are facing today and positions our province for long-term success.”

    Joseph Schow, Government House Leader and Minister of Tourism and Sport

    Alberta’s government also passed legislation to deliver on its mandate to restore health and safety for families and communities. The Compassionate Intervention Act introduced a new approach to addressing the addiction crisis, adding another tool to the Alberta Recovery Model and giving Albertans struggling with severe addiction the opportunity to rebuild their lives and reconnect with their family, community and culture. Legislation was also passed that implements lessons learned during previous emergency responses and empowers municipalities through expanded options for local policing.

    This session Alberta’s government passed 19 bills, fulfilled multiple platform commitments and delivered on the strong mandate received from Albertans two years ago.

    Other highlights

    • The Agricultural Operation Practices Amendment Act provides clarity for the emerging biogas industry, spurring job-creating investment in rural Alberta.
    • The Critical Infrastructure Defence Amendment Act protects essential infrastructure and supports the government’s work under the Alberta Sovereignty Within a United Canada Act.
    • The Education Amendment Act reflects changes in the education landscape, strengthening democratic accountability in school boards, and increasing clarity and efficiency in the teacher discipline process.
    • The Election Statutes Amendment Act protects democracy, delivers fair and open elections and restores confidence in every vote cast.
    • The Health Statutes Amendment Act continues the work to refocus the healthcare system, ensuring patients receive the care they need, when and where they need it.
    • The Municipal Affairs Statutes Amendment Act strengthens local governance and collaboration, streamlines processes and bolsters protections for new home builders and buyers.
    • The Professional Governance Act ensures Alberta has a modern, uniform governance framework for professional regulatory organizations.
    • The Wildlife Amendment Act aligns the Wildlife Act with current knowledge and best practices, supporting enhanced opportunities for hunting and trapping, reducing human-wildlife conflicts and streamlining enforcement approaches.

    Related information

    • Bill Status for Legislature 31, Session 1

    Multimedia

    • Watch the news conference

    MIL OSI Canada News –

    May 16, 2025
  • MIL-OSI Canada: Detect early, stop cancer

    Half of all people living in Alberta will have cancer during their lifetime. They deserve high-quality cancer care, including early detection. That’s why Alberta’s government is extending the Alberta Lung Cancer Screening Program and is providing grants to four organizations to improve access to cancer screening – particularly in rural, remote and Indigenous communities.

    Launched as a pilot in 2022, the Alberta Lung Cancer Screening Program was designed to assess whether a provincially coordinated approach could improve lung cancer outcomes through earlier detection and timely treatment. After a promising launch, it is being extended with a $2-million investment and an additional $500,000 from the Alberta Cancer Foundation. This funding will allow the pilot to continue offering screenings to eligible individuals for an additional year while plans are finalized to transition the program to a permanent, provincewide program. 

    “We’re making progress, with more people in Alberta surviving lung cancer than ever before, but more work remains. That’s why we’re funding the Alberta Lung Cancer Screening Program to support early detection and improved patient outcomes.”

    Adriana LaGrange, Minister of Health

    Treatment for early-stage lung cancer is significantly more effective, less burdensome for patients and their families, and more cost-effective for the health care system. Since its launch, the Alberta Lung Cancer Screening Program has screened more than 3,800 eligible people in Alberta, with almost 90 per cent of detected lung cancers identified at an early stage.

    “Late-stage lung cancer is much harder to treat or cure because the cancer has already spread to other parts of the body or there’s too much cancer in the lungs. Screening with low-dose CT scans can detect lung cancer earlier, before someone has symptoms.”

    Dr. Alain Tremblay, medical lead, Alberta Lung Cancer Screening Program

    “This year alone, more than 2,700 Albertans will be diagnosed with lung cancer. Our donors are proud to support vital projects like this that strengthen cancer screening across the province and make a meaningful and lasting impact.”

    Wendy Beauchesne, CEO, Alberta Cancer Foundation 

    More funding available for screening, prevention

    Detecting cancer early is crucial to saving lives, and Alberta’s government continues to make early detection more accessible and easier to navigate.

    The Cancer Research in Screening and Prevention Program is providing about $3 million to support cancer prevention and screening initiatives to improve health outcomes for people living in Alberta, including research, education, marketing and public policy development. Eligible Alberta-based health agencies and organizations, post-secondary institutions, non-profits, First Nations and Métis communities, as well as municipalities, can apply for funding under the program.

    Four organizations received funding for their projects in 2024:

    • Alberta Health Services – Optimizing screening for subsequent primary cancers in recipients of hematopoietic cell transplantation – $343,518
    • Lakeland Métis Nation Association – Lakeland Métis Nation cancer screening awareness program – $600,000
    • Siksika Health Services – Siksika Nation cancer screening and prevention – $997,850
    • University of Alberta – A Phase 3 randomized trial of prostate cancer screening using high resolution micro-ultrasound versus MRI – $987,000

    “As a two-time cancer survivor, I know first-hand that early detection saves lives. This funding empowers us to raise awareness and deliver culturally relevant education in our Métis communities, ensuring citizens have the tools and knowledge to take charge of their health.”

    Melina Power, president & CEO, Lakeland Métis Nation Association

    The deadline to apply for 2025-26 program funding, which includes a dedicated Indigenous stream, is May 30.

    Quick facts

    • Lung cancer is the most common cause of cancer deaths in Alberta.
    • In typical clinical settings, more than 70 per cent of lung cancer cases are detected in advanced stages.
    • Alberta Health Services already operates provincewide screening programs for breast, cervical and colorectal cancer.
    • Since the Cancer Research in Screening and Prevention Program launched in 2022, nine organizations have received funding to initiate a total of 18 projects.

    Related Information

    • Cancer Care Alberta
    • Screening for Life
    • Alberta Cancer Foundation
    • Cancer Research for Screening and Prevention Program Fund
    • Cancer Research for Screening and Prevent Program – Recipients

    Related news

    • Bringing mobile lung screening to rural Alberta (Sept. 25, 2024)

    MIL OSI Canada News –

    May 16, 2025
  • MIL-OSI Canada: Let’s All Get #SafelyHomeFromTheWorkzone

    Source: Government of Canada regional news

    Released on May 15, 2025

    The Victoria Day long weekend marks the beginning of construction season. The Government of Saskatchewan and its various road partners remind all drivers to play their part in helping everyone get safely home from the work zone.

    “Road and utility workers, first responders, tow truck operators and many other are all working for you on and near our highways, streets and roads,” Highways Minister David Marit said. “We ask all motorists to slow down, follow the signs and respect flag persons no matter where their summer travels take them. We want everyone to get home safely.”

    The Ministry of Highways will invest more than $777 million toward improving Saskatchewan roads this year, with its crews and contractors in work zones doing repairs and capital projects to improve our quality of life and support our export-based economy.

    The ministry’s counterparts in urban, rural and other communities will also be doing road work, while provincial Crown utilities and various contractors will be at or near streets and highways to maintain and improve infrastructure. Tow truck operators, police and other first responders will be visible as usual this summer.

    Whether the work zone is in a city or on a highway, it’s important to slow down to keep everyone safe. Following the signage and respecting workers can help drivers avoid collisions and an expensive ticket. On average, 184 collisions happen each year in work zones, resulting in 36 injuries and one death (based on a five-year average from 2019 to 2023). 

    To help promote this message, drivers are encouraged to share this safety video https://youtu.be/R8p_D-QNmUI?si=gIEWd3cy03DMwcxF on social media with the hashtag: #SafelyHomeFromTheWorkZone

    The Highway Hotline can also be checked throughout the year at https://hotline.gov.sk.ca. It provides information on construction zones, weather, ferry crossings and parks. It also alerts drivers to closures and incidents related to vehicle collisions, forest and grass fires.

    -30-

    For more information, contact:

    MIL OSI Canada News –

    May 16, 2025
  • MIL-OSI USA: Remarks of Commissioner Mark T. Uyeda

    Source: Securities and Exchange Commission

    Welcome to the 12th Annual Conference on Financial Market Regulation.  It is a pleasure to kick off this two-day conference.  Thank you to all who have submitted papers in connection with the conference and to the discussants who have dissected them.  I would also like to thank the staff of the Division of Economic and Risk Analysis, led by Dr. Robert Fisher, for their efforts in planning this program as well as our academic partners.  Today’s program covers a number of timely topics. We have a number of different tracks at the conference, so I thought that I would briefly discuss two topics that caught my attention.[1]

    Private Market Capital Raising

    First, panelists will discuss the economic implications of individual investments in private markets.  One panel will discuss findings related to a systematic study of private equity investments by individual investors.[2]  This topic directly impacts capital formation concerns, but also impacts the issue of expanding investment opportunities for individual investors. Notably, the authors found that contrary to concerns about adverse selection, private equity investments by individual investors perform similarly to those of institutions and outperform public markets. Of particular interest, they identified three innovations that enable individuals to invest in private equity: “the proliferation of funds with low minimum commitments, pooling capital via advisors, and leveraging advisors’ networks to access fund managers.”  These structural observations are relevant as the Commission looks at regulatory mechanisms to increase capital formation. The need to empower retail investment in private companies is critical – both from a capital formation perspective and from an investor diversification lens. 

    Additionally, in exploring ways to expand opportunities by promoting greater retail investing in private companies, changes to the accredited investor definition should be considered. While the accredited investor definition has served as the benchmark for financial sophistication on a national – and perhaps global – level, and has provided stability and predictability to market participants, we look to ways to address some potential unintended consequences of the standard during the forty-plus years since it was introduced.

    In promoting opportunities for retail investment in private companies, we should not shy away from discussing the potential investment risks, including the risk of financial losses.  However, investments in private, growth-stage companies that are higher-risk, higher-reward may be beneficial as part of a person’s diversified portfolio, particularly if the exposure is through pooled investment vehicles.  Modern portfolio theory supports the view that a more diversified portfolio impacts overall economic risk.

    As such, we should seek to modernize the exemptive landscape.  If an individual believes that the risk is appropriate and the framework limits investors to those who are financially sophisticated, can sustain the risk of investment loss, can fend for themselves, and have other relevant characteristics, then our regulatory regime should not deny such individual a source of potential wealth accumulation and portfolio diversification. 

    While current and future regulatory proxies for financial sophistication may never be perfect, we should acknowledge that investor protection might also exist through diversification by expanding opportunities for individual investors to allow them to obtain the investment exposure through financial professionals operating under a best interest or fiduciary duty obligation. 

    Notably, recent investor surveys conducted by the Office of the Investor Advocate found that there is investor appetite by accredited and non-accredited investors, for investing in private companies.  Specifically, 14.4% of accredited investors reported being “interested” in investing in this space, while 4.7% of non-accredited investors reported interest.[3]  Investors in both categories – including persons that are currently non-accredited but may be deemed accredited under any new potential standards—have a desire to optimize their investment returns.  I appreciate the thoughtful economic research related to private markets – this research will likely inform any future policymaking.

    Recent Greenwashing by Funds and Impacts on Investments

    Second, attendees will develop a better understanding of the extent to which funds engaged in “greenwashing” – and more specifically, how such practices impacted investors’ returns.  This is particularly interesting, given the focus on these types of funds recently.  The authors of one paper presented this week, The Economics of Greenwashing Funds, found that “funds engaging in greenwashing charge higher fees while attracting greater flows from investors.”[4]  Charging higher average fees and thus impacting overall returns is concerning in any environment, especially when it is unclear whether improved outcomes were achieved. As it pertains to transactional and investment costs, I also note that the authors found that “greenwashing funds are more likely to incur regulatory costs and experience outflows, as reflected in ESG-related comment letters from the SEC.”  To the extent that funds elect to pursue strategies not directly tied to financial performance of the underlying investments, investors should not be penalized through higher overall investment costs, without corresponding clear and unequivocal disclosure of the downsides of such strategies.  

    These are only two examples of the thoughtful and relevant topics in the program.  There are many other interesting topics, including with respect to crypto.  Your research will help inform policymaking and economic analysis in future regulatory endeavors. 

    Thank you to the economists for your work and thank you for your participation in this conference.  In addition to the presentations, I hope that there will be productive side conversations throughout the next two days. One never knows whether the next great idea will start with some notes jotted down on a napkin.

     


    [1] My remarks reflect solely my individual views as a commissioner and do not necessarily reflect the views of the full U.S. Securities and Exchange Commission or my fellow Commissioners.

    [2] Cynthia Mei Balloch (London School of Economics), Federico Mainardi (University of Chicago), Sangmin Oh (Columbia University), Petra Vokata (The Ohio State University) Democratizing Private Markets: Private Equity Performance of Individual Investors (forthcoming). 

    [3] Katherine Carman, Alycia Chin, Steven Nash, and Brian Scholl. Exploring Accredited Investors and Private Market Securities Ownership, OIAD Working Paper (2025) (forthcoming).

    MIL OSI USA News –

    May 16, 2025
  • MIL-OSI Security: Shasta County Man Pleads Guilty to Running a $35 Million Investment Fraud Scheme and Witness Tampering

    Source: Office of United States Attorneys

    Matthew Piercey, 48, of Palo Cedro, pleaded guilty today to wire fraud, concealment money laundering, and witness tampering in connection with a $35 million investment fraud scheme, Acting U.S. Attorney Michele Beckwith announced. Piercey pleaded guilty without a written plea agreement to all 27 of the pending counts and the Court vacated the May 19, 2025, trial date.

    According to court documents, between July 2015 and August 2020, Piercey solicited investor funds by holding himself out as an investment advisor through his purported investment companies Family Wealth Legacy and Zolla. He made a variety of false and misleading statements to investors about the nature and success of trading algorithms, commissions and fees, investment strategies, the liquidity of investments, and the financial stability of Family Wealth Legacy and Zolla. For example, Piercey marketed the “Upvesting Fund,” an automated algorithmic trading fund that he falsely claimed had a history of success. He took money from numerous investors in this purported fund, but privately admitted to an associate that there was no Upvesting Fund.

    Running a Ponzi-like fraud scheme, Piercey used some investor money to make payments to other investors. As the scheme progressed, Piercey used a Redding-area chiropractor to conceal his continued operation of the investment fraud and take in new money.

    In total, Piercey paid back only approximately $8.8 million to investors of the approximately $35 million invested. He used the additional money for various business and personal expenses, including paying a criminal defense firm and buying two residential properties. Few, if any, liquid assets remained to repay investors.

    According to court documents, when Piercey learned he was under investigation, he took steps to dissuade investors and witnesses from responding to grand jury subpoenas. His actions caused several individuals to delay producing documents, while at the same time, he syphoned off nearly $775,000 from victim investors into a bank account he controlled.

    On Nov. 16, 2020, when law enforcement agents attempted to arrest Piercey, he fled from arrest and led agents on a vehicle chase through residential neighborhoods and onto the highway before abandoning his vehicle and entering Lake Shasta with an underwater submersible device. After about 20 minutes in the water, he emerged from the lake where he was arrested.

    After his arrest, Piercey used coded language to communicate with two individuals who visited him in jail. He directed these individuals to take actions with the contents of a U-Haul storage locker he had rented in Redding. A subsequent FBI search of the storage locker revealed that Piercey had rented the locker under a fictitious name, Chadwick Givens, using a fake California driver’s license. The locker contained, among other things, a wig and ₣31,000 in Swiss francs.

    “Investment fraud schemes like the one led by this defendant can devastate lives, retirements, and undo decades of planning by hard-working people simply looking for a trusted place to invest their money,” said Acting U.S. Attorney Beckwith. “Our office will continue to work with the FBI and our law enforcement partners to bring to justice those who commit these frauds and who seek to tamper with the grand jury process.”

    “Many invested their life savings with Matthew Piercey’s companies, not knowing that the claim of guaranteed returns were the empty promises of a Ponzi scheme,” said FBI Sacramento Special Agent in Charge Sid Patel. “The FBI agents, forensic accountants, and other specialized personnel work tirelessly to ensure those who exploit the trust of a hopeful public will face serious consequences.”

    This case is the product of an investigation by the Federal Bureau of Investigation. Assistant U.S. Attorneys Matthew Thuesen, Audrey B. Hemesath, Christopher S. Hales, and Kevin Khasigian are prosecuting the case.

    Piercey is scheduled to be sentenced by U.S. District Judge Troy L. Nunley on Sept. 4, 2025. Two other defendants who conspired with Piercey in the scheme are Ken Winton and Gary Klopfenstein. Winton pleaded guilty in December 2020 and Klopfenstein pleaded guilty in July 2024. Both Winton and Klopfenstein are scheduled for status conferences regarding sentencing on Aug. 21, 2025.

    Piercey faces a maximum statutory penalty of 20 years in prison and a fine of up to $250,000 or twice the gross gain or loss, whichever is greater, for each wire fraud and mail fraud count; 20 years in prison and a fine of up to $250,000 for each witness tampering count; and 20 years in prison and a fine of up to $500,000 or twice the value of the property involved, whichever is greater, for each money laundering count. The actual sentence, however, will be determined at the discretion of the court after consideration of any applicable statutory factors and the Federal Sentencing Guidelines, which take into account a number of variables.

    MIL Security OSI –

    May 16, 2025
  • MIL-OSI United Kingdom: Taskforce launched to enhance police response to people smuggling

    Source: United Kingdom – Executive Government & Departments

    News story

    Taskforce launched to enhance police response to people smuggling

    A new dedicated taskforce has been launched to transform the way in which the police respond to organised immigration crime gangs operating from the UK.

    Deputy Chief Constable Wendy Gunney

    A new dedicated taskforce has been launched to transform the way in which the police respond to organised immigration crime gangs operating from the UK, facilitating people-smuggling across the Channel.   

    The Organised Immigration Crime Domestic Taskforce will be led by Deputy Chief Constable, Wendy Gunney, who is the National Lead for Serious Organised Crime at the National Police Chiefs’ Council (NPCC).  

    Wendy will be supported by a full-time, dedicated assistant chief constable, and will report progress on a regular basis to the Border Security Commander, Martin Hewitt, and the Home Secretary, Yvette Cooper.  

    The taskforce will be responsible for delivering progress on recent recommendations made by His Majesty’s Inspectorate of Constabulary and Fire & Rescue Services (HMICFRS), following an inspection of the approach to tackling organised immigration crime across the UK.  

    The inspection, commissioned in January 2024 by the then Home Secretary, looked at police force performance in relation to organised immigration crime between January 2024 and July 2024. It found that while progress has been made, more must be done, with HMICFRS setting out 10 key recommendations, including the need for more effective action against smuggling gangs based in the UK.  

    This new approach will ensure all police forces work alongside the National Crime Agency, Immigration Enforcement and Border Force to treat this crime type as a priority. 

    In practice, this will mean better information-sharing and more co-ordinated tasking, ensuring UK policing is able to use every tool at its disposal to prevent organised criminal networks from undermining UK immigration law, and working to identify and dismantle any smuggling gangs operating from a UK base.    

    Home Secretary, Yvette Cooper, said:  

    This new specialist taskforce directly responds to recommendations made by His Majesty’s Inspectorate of Constabulary and Fire & Rescue Services and marks a significant step in our Plan for Change to secure Britain’s borders. By bringing together expertise under Deputy Chief Constable Wendy Gunney’s leadership and working closely with Martin Hewitt, we are ensuring a co-ordinated, nationwide approach that will put this vital issue at the forefront of policing priorities.

    This taskforce reflects our commitment to giving law enforcement the tools they need to dismantle criminal networks that undermine our immigration system and put lives at risk. Police forces and regional organised crime units across the UK need to rapidly gear up the response to organised immigration crime, and smuggling and trafficking gangs.  Already we have set up the Border Security Command, and the National Crime Agency has substantially increased its operations and intelligence gathering work with other countries.

    These gangs undermine border security and put lives at risk. We need every possible tool to stop them and put dangerous criminals behind bars.

    Deputy Chief Constable, Wendy Gunney, said:   

    The Organised Immigration Crime Domestic Taskforce will enable our well-established partnerships with other law enforcement agencies to create a multi-agency, national response in tackling organised immigration crime.  

    The taskforce will build on existing work driven by the NPCC’s modern slavery and organised immigration crime programme, which supports local force operational activity and intelligence collection linked to the wider organised immigration crime threat.  

    By working this way, we will accelerate intelligence and information sharing, ensuring organised immigration crime is disrupted robustly and effectively.

    Border Security Commander, Martin Hewitt, said:  

    Wendy’s wealth of experience and knowledge on serious and organised crime is a vital asset in our fight to tackle border security threats, and I am delighted she has agreed to lead this taskforce.   

    This is a key part of my whole-system approach to securing our borders, because it puts tackling immigration crime at the forefront of policing priorities.   

    Police forces across the UK are already very committed to this issue, and while immigration-related arrests and charges have increased, we know there is more to do. So, this is about optimising that collective effort to deliver a properly functioning immigration system, and a safe and secure border.

    This latest step comes as Prime Minister Keir Starmer continues his visit in Tirana today, to step up co-operation on migration and expand successful joint initiatives with Albania to more countries in the region.   

    It also follows the Prime Minister unveiling of the government’s immigration white paper earlier this week, a comprehensive plan that will bring net migration to the UK down significantly, and restore fairness in our immigration system.

    Share this page

    The following links open in a new tab

    • Share on Facebook (opens in new tab)
    • Share on Twitter (opens in new tab)

    Updates to this page

    Published 15 May 2025

    MIL OSI United Kingdom –

    May 16, 2025
  • MIL-OSI Security: Former Suffolk County Jail Officer Pleads Guilty to Wire Fraud Charges

    Source: Office of United States Attorneys

    BOSTON – A Quincy man pleaded guilty today in federal court in Boston to a scheme whereby he falsely claimed to sell repossessed vehicles as a law enforcement officer. Defendant claimed to be a Boston Police Detective, Massachusetts State Police Trooper and County Sheriff.

    Recardo S. Beale, 34, of Quincy, pleaded guilty to three counts of wire fraud. U.S. District Court Judge Myong J. Joun scheduled sentencing for Aug. 26, 2025. Beale was charged in March 2025.

    According to charging documents, Beale was an Officer for the Suffolk County Sheriff’s Department from approximately April 2021 to November 2021. Between approximately October 2023 and February 2024, Beale claimed to three individuals that as a law enforcement officer, he had access to repossessed vehicles that he could sell at a low price.

    At various times, Beale identified himself to these individuals as a Sheriff, a Boston Police Detective and/or a Massachusetts State Police Trooper. Beale did not, in fact, hold any of these positions when he made such representations. In reliance on Beale’s false representations, the individuals gave tens of thousands of dollars to Beale for the purported repossessed vehicles. Among the vehicles that Beale falsely promised to sell were a BMW, an Audi and a Mercedes. Beale never delivered any such vehicles as Beale did not have any such repossessed vehicles available for sale. On separate occasions, Beale met with two separate individuals at the Suffolk County House of Correction purportedly to show them repossessed vehicles. During one such meeting on Nov. 17, 2023, Beale met with an individual inside the House of Correction. Surveillance video showed Beale wearing a Suffolk County Correction Officer Academy hoodie, blue tactical pants like those worn by jail guards and black boots also similar to those worn by jail guards. Beale did not show any vehicles to the individual on Nov. 17, 2023, claiming that his superior, was also involved in the sale, and not available.  

    The charge of wire fraud provides for a sentence of up to 20 years in prison, three years of supervised release and a fine of up to $250,000. Sentences are imposed by a federal district court judge based upon the U.S. Sentencing Guidelines and statutes which govern the determination of a sentence in a criminal case.

    United States Attorney Leah B. Foley; Ketty Larco-Ward, Inspector in Charge of the United States Postal Inspection Service’s Boston Office; and Kim Milka, Acting Special Agent in Charge of the Federal Bureau of Investigation Boston Division made the announcement today. Assistant U.S. Attorney Caroline Merck of the Springfield Branch Office and John Mulcahy of the Public Corruption & Special Prosecutions Unit are prosecuting the case.   
     

    MIL Security OSI –

    May 16, 2025
  • MIL-OSI Security: Texas woman sent to federal prison for transporting drugs into the United States

    Source: Office of United States Attorneys

    LAREDO, Texas – A 29-year-old San Antonio resident has been sentenced for the attempted importation of methamphetamine, announced U.S. Attorney Nicholas J. Ganjei.

    Shania Nichele Ellis pleaded guilty Dec. 18, 2024.

    U.S. District Judge John A. Kazen has now ordered Ellis to serve 97 months in federal prison to be immediately followed by five years of supervised release. At the hearing, the court heard additional testimony that detailed how Ellis knew she was going to Mexico to move narcotics for money. In handing down the sentence, the court noted Ellis made a terrible decision.

    On Aug. 25, 2024, Ellis drove from Mexico to the Gateway to the Americas International Bridge 1 in Laredo and entered the trusted traveler lane. Authorities subsequently referred her to secondary inspection after learning she was not enrolled in that program.

    There, they discovered a small access door on the rear liftgate which revealed several bundles of narcotics. A K9 also alerted to the vehicle’s doors where more bundles were hidden inside the panels.

    Law enforcement ultimately found a total of 44 bundles of methamphetamine, weighing 24.407 kilograms with a 97% purity level as well as two bundles of cocaine weighing 655.6 grams and one bundle of black heroin weighing 494.5 grams.

    The investigation revealed that a friend had attempted to recruit her via social media to transport the narcotics from Mexico to the United States. While visiting that friend in Monterrey, Mexico, her car went missing. It was returned the following day when she was told to leave.

    As part of her plea, she admitted she conspired with at least one other person to import narcotics across the border from Mexico into the United States.

    She has been and will remain in custody pending transfer to a Federal Bureau of Prisons facility to be determined in the near future.

    Immigration and Customs Enforcement – Homeland Security Investigations and Customs and Border Protection conducted the investigation. Assistant U.S. Attorney Andrew P. Hakala-Finch prosecuted the case.

    MIL Security OSI –

    May 16, 2025
  • MIL-OSI: SUNation Energy Announces 2025 First Quarter Results and Introduces Financial Guidance for 2025

    Source: GlobeNewswire (MIL-OSI)

    Substantial Progress in Reducing Debt, Lowering Costs, Enhancing Cash Flow
    Strong Commercial Project Backlog

    RONKONKOMA, N.Y., May 15, 2025 (GLOBE NEWSWIRE) — SUNation Energy, Inc. (Nasdaq: SUNE) (the “Company”), a leading provider of sustainable solar energy and backup power to households, businesses, municipalities, and for servicing existing systems, today announced financial results for the first quarter ended March 31, 2025 (“Q1 2025”). The information in this Press Release is not complete and should be carefully read in conjunction with our most recent Form 10-Q quarterly report for the financial quarter ended March 31, 2025, including the subsequent events and risk factor updated therein, as well as our other SEC reports.

    “Our results for Q1 2025 reflect the initial successes associated with our corporate transformation activities, most notably in the areas of cost containment, operating efficiencies, improved cash position, and debt reduction,” said Scott Maskin, Chief Executive Officer.

    “We see gathering strength in our end markets and are pleased with the performance of our two primary business segments – SUNation, which serves Long Island and the surrounding region, and Hawaii Energy Connection (“HEC”). SUNation’s Commercial backlog as of March 31, 2025 rose more than 30% compared to the same period last year, thanks to a variety of projects currently in various stages of development with our institutional partners. While our New York Residential business experienced typical seasonal headwinds in Q1 2025 due largely to especially poor weather in February, we are addressing pent up demand from Residential consumers. This has resulted in a stronger than usual Springtime push, with both contract and install activity rivaling the growth we saw during the post Inflation Reduction Act boom-period prior to the rise in interest and financing rates. We expect improved results in Q2 2025 compared to Q1 2025 as consumers look to lock in pricing prior to any potential increases related to tariffs and in advance of any changes to federal solar tax incentives that may occur as this issue gets debated in Congress. Based on 20 years of experience dealing with dynamic federal incentives, and now tariffs, I do believe that we are well-positioned to capitalize on this growing sense of urgency among consumers to begin to realize the benefits of solar.

    He continued, “We are also exploring opportunities to expand our Service and Maintenance business in the New York metro region to support thousands of homeowners whose systems have been orphaned by solar providers that are no longer in business. This presents a meaningful opportunity to broaden our customer base, support the continuing use of solar, and potentially benefit from historically high margin service revenues. Our Residential business in Hawaii, a more mature market, is expected to rebound from a sluggish 2024 due to solar and battery incentives that took effect in May 2025 thanks to recent action by the State of Hawaii’s Public Utilities Commission.”

    James Brennan, SUNation’s Chief Financial Officer, said, “The restructuring and debt reduction initiatives we have implemented over the last several quarters have simplified and strengthened our capital structure, significantly reduced monthly cash burn, enhanced cash flows, and stabilized our financial profile. Q1 2025 selling, general and administrative (“SG&A”) expenses declined by 9% from the first quarter of 2024 and interest expense decreased by 25%. We improved our cash position and lowered our debt by more than 50% from December 31, 2024.”

    Mr. Maskin concluded, “Although our business and industry are still recovering from a difficult period, we remain optimistic about 2025 and the long-term promise of solar energy. We have created a solid financial and operating platform, have maintained a sterling reputation among customers, and our team members are among the best in our industry. We are pursuing a variety of organic and acquisition-based initiatives that can expand our market reach, add scale to our business, and evolve our model into a one-stop shop for solar and storage related needs. For these reasons and more, we have the confidence to provide annual guidance for 2025.”

    Q1 2025 Financial Results Overview
    Comparisons are to the first quarter ended March 31, 2024 (“Q1 2024”) unless otherwise noted

    • Consolidated revenue declined by 4% to $12.6 million from $13.2 million. At SUNation, Commercial revenue rose 28%, which offset a 3% decline in Residential revenue due largely to seasonality, as well as lower Service revenue. At HEC, revenue declined by 11% to $3.1 million, which the Company believes is due largely to a lack of solar and battery incentives available in Q1 2025; these incentives once again became available May 15, 2025.
    • Gross profit was $4.4 million, or 35.1%, compared to gross profit of $4.8 million, or 36.4%, due primarily to lower total revenues.
    • SG&A expenses declined by 9% to $6.0 million from $6.6 million, the result of cost optimization and efficiency measures implemented in 2024.
    • Total operating expenses decreased by 5.6% to $6.6 million from $7.0 million.
    • Interest expense declined 25% to $0.6 million from $0.8 million, reflecting management’s commitment to the repayment and retirement of outstanding debt.
    • Net loss was $(3.5) million compared to net income of $1.2 million. Net income in Q1 2024 included $3.4 million of other income while net loss in Q1 2025 included other expenses of $(1.3) million.
    • Adjusted EBITDA was stable at $(1.5) million.

    Financial Condition March 31, 2025

    • Cash and cash equivalents rose to $1.4 million from $0.8 million at December 31, 2024, and restricted cash was stable at $0.3 million when compared to December 31, 2024.
    • Total debt, which includes earnout consideration of $2.1 million, declined 51% to $9.2 million from total debt of $19.1 million at December 31, 2024.
    • Accounts payable decreased by $1.5 million from December 31, 2024
    • Current liabilities decreased by $6.9 million from December 31, 2024
    • Long-term liabilities decreased by $0.7 million from December 31, 2024
    • Stockholders’ equity increased by $6.3 million from December 31, 2024

    Recent Financial Developments

    • Secured a total of $20 million in aggregate gross proceeds via a securities purchase agreement with certain institutional investors.
    • Eliminated $12.6 million of secured debt and other long-term contractual obligations that removed an average annual cash drain of approximately $3.4 million through 2027, which includes lowering annual interest expense for 2025 by an estimated $1.4 million.
    • Reduced 2025 SG&A spending by an estimated $2.0 million.
    • Paid in full a $2.5 million earn out payment associated with the November 2022 acquisition of SUNation Solar Systems, Inc. and five of its affiliated entities.
    • Restructured $5.5 million of long-term debt.
    • Entered into a new $1.0 million line of credit agreement with MBB Energy, LLC, which was unused as of May 15, 2025.
    • Signed separate Letters of Intent with Energy Systems Group, an award-winning energy services company, for the deployment of over 2.35 MWs of solar power at two school districts on Long Island.

    2025 FINANCIAL GUIDANCE

    Based on results for the first quarter of 2025, progress associated with our corporate transformation activities, and current business conditions and estimated outlook, the Company is providing the following financial guidance for the year ending December 31, 2025:

    • Total sales of $65 million to $70 million, a projected increase of between 14% and 23% from total sales of $56.9 million in 2024.
    • Adjusted EBITDA of $0.5 million to $0.7 million, an increase from an Adjusted EBITDA loss in 2024.

    Guidance for full year 2025 is based on the Company’s current views, beliefs, estimates and assumptions. It does not include any potential impact related to, among numerous other potential events that are largely out of our control, such as current or future tariffs, global disruptions, broader industry dynamics and trade policy changes, which the Company is unable to predict at this time. All financial expectations are forward-looking, and actual results may differ materially from such expectations, as further discussed below under the heading ” Forward-Looking Statements.”

    We are not able to provide a reconciliation of Adjusted EBITDA guidance for full year 2025 to net profit (loss), the most directly comparable GAAP financial measure, because certain items that are excluded from Adjusted EBITDA but included in net profit (loss) cannot be predicted on a forward-looking basis without unreasonable effort or are not within our control.

    Q1 2025 CONFERENCE CALL

    Management will host a conference call on Friday, May 16, 2025 at 9:00 am ET. Interested parties may participate in the call by dialing:

    • Domestic: (800) 715-9871
    • International: (646) 307-1963
    • Passcode: 1430444

    The conference call will also be accessible via the Investor Relations section of the Company’s web site at https://ir.sunation.com/news-events or via this link: https://edge.media-server.com/mmc/p/6k6euqgi

    About SUNation Energy, Inc.

    SUNation Energy, Inc. is focused on growing leading local and regional solar, storage, and energy services companies nationwide. Our vision is to power the energy transition through grass-roots growth of solar electricity paired with battery storage. Our portfolio of brands (SUNation, Hawaii Energy Connection, E-Gear) provide homeowners and businesses of all sizes with an end-to-end product offering spanning solar, battery storage, and grid services. SUNation Energy, Inc.’s largest markets include New York, Florida, and Hawaii, and the company operates in three (3) states.

    Forward Looking Statements 

    Our prospects here at SUNation Energy Inc. are subject to uncertainties and risks. This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. The Company intends that such forward-looking statements be subject to the safe harbor provided by the foregoing Sections. These forward-looking statements are based largely on the expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond the control of management. Therefore, actual results could differ materially from the forward-looking statements contained in this presentation. The Company cannot predict or determine after the fact what factors would cause actual results to differ materially from those indicated by the forward-looking statements or other statements. The reader should consider statements that include the words “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “projects”, “should”, or other expressions that are predictions of or indicate future events or trends, to be uncertain and forward-looking. We caution readers not to place undue reliance upon any such forward-looking statements. The Company does not undertake to publicly update or revise forward-looking statements, whether because of new information, future events or otherwise. Additional information respecting factors that could materially affect the Company and its operations are contained in the Company’s filings with the SEC which can be found on the SEC’s website at www.sec.gov.

               
               
    SUNATION ENERGY, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)
               
    ASSETS
      March 31   December 31
      2025   2024
    CURRENT ASSETS:          
    Cash and cash equivalents $ 1,447,329     $ 839,268  
    Restricted cash and cash equivalents   292,901       312,080  
    Trade accounts receivable, less allowance for          
        credit losses of $215,738 and $240,817, respectively   3,927,676       4,881,094  
    Inventories, net   2,512,552       2,707,643  
    Related party receivables   23,739       23,471  
    Prepaid expenses   1,383,296       1,587,464  
    Costs and estimated earnings in excess of billings   692,821       560,648  
    Other current assets   264,875       198,717  
    TOTAL CURRENT ASSETS   10,545,189       11,110,385  
    PROPERTY, PLANT AND EQUIPMENT, net   1,164,610       1,238,898  
    OTHER ASSETS:          
    Goodwill   17,443,869       17,443,869  
    Operating lease right of use asset   3,600,546       3,686,747  
    Intangible assets, net   11,661,458       12,220,833  
    Other assets, net   12,000       12,000  
    TOTAL OTHER ASSETS   32,717,873       33,363,449  
    TOTAL ASSETS $ 44,427,672     $ 45,712,732  
    LIABILITIES AND STOCKHOLDERS’ EQUITY
    CURRENT LIABILITIES:          
    Accounts payable $ 6,514,331     $ 8,032,769  
    Accrued compensation and benefits   817,585       796,815  
    Operating lease liability   329,793       321,860  
    Accrued warranty   183,375       350,013  
    Other accrued liabilities   1,375,025       1,055,995  
    Accrued loss contingencies   342,216       1,300,000  
    Income taxes payable   19,686       5,071  
    Refundable customer deposits   1,426,398       1,870,173  
    Billings in excess of costs and estimated earnings   298,173       444,310  
    Contingent value rights   292,901       312,080  
    Earnout consideration   2,110,896       2,500,000  
    Contingent forward contract   5,406,033       —  
    Current portion of loans payable   351,249       3,139,113  
    Current portion of loans payable – related party   806,154       6,951,563  
    Embedded derivative liability   —       82,281  
    TOTAL CURRENT LIABILITIES   20,273,815       27,162,043  
    LONG-TERM LIABILITIES:          
    Loans payable and related interest   1,248,397       6,531,650  
    Loans payable and related interest – related party   4,712,780       —  
    Operating lease liability   3,385,783       3,471,623  
    TOTAL LONG-TERM LIABILITIES   9,346,960       10,003,273  
    COMMITMENTS AND CONTINGENCIES (Note 6)          
    STOCKHOLDERS’ EQUITY          
    Series A Convertible preferred stock, par value $1.00 per share;
         3,000,000 shares authorized; no shares issued and outstanding, respectively
      —       —  
    Series D preferred stock, par value $1.00 per share;
         3,000,000 shares authorized; 1 and no shares issued and outstanding, respectively
      1       —  
    Common stock, par value $0.05 per share; 125,000 shares authorized;          
        81,391 and 9,343 shares issued and outstanding, respectively(1)   4,070       467  
    Additional paid-in capital(1)   61,198,304       51,445,995  
    Accumulated deficit   (46,395,478 )     (42,899,046 )
    TOTAL STOCKHOLDERS’ EQUITY   14,806,897       8,547,416  
    TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 44,427,672     $ 45,712,732  
               
    (1) Prior period results have been adjusted to reflect the reverse stock split of the common stock at a ratio of 1-for-200 that became effective April 21, 2025, the reverse stock split of the common stock at a ratio of 1-for-50 that became effective October 17, 2024 and the reverse stock split of the common stock at a ratio of 1-for-15 that became effective June 12, 2024. See Note 1, “Nature of Operations,” for further details.
     
                 
                 
    SUNATION ENERGY, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)
                 
      Three Months Ended March 31  
      2025   2024  
    Sales $ 12,636,638     $ 13,219,197    
    Cost of sales   8,205,313       8,413,749    
    Gross profit   4,431,325       4,805,448    
    Operating expenses:            
    Selling, general and administrative expenses   6,039,298       6,629,027    
    Amortization expense   559,375       709,375    
    Fair value remeasurement of SUNation earnout consideration   —       (350,000 )  
    Total operating expenses   6,598,673       6,988,402    
    Operating loss   (2,167,348 )     (2,182,954 )  
    Other (expense) income:            
    Investment and other income   48,165       45,841    
    Gain on sale of assets   —       6,118    
    Fair value remeasurement of warrant liability   —       3,728,593    
    Fair value remeasurement of contingent forward contract   109,492       —    
    Fair value remeasurement of contingent value rights   19,179       376,085    
    Financing fees   (576,594 )     —    
    Interest expense   (571,240 )     (764,870 )  
    Loss on debt extinguishment   (343,471 )     —    
    Other (expense) income, net   (1,314,469 )     3,391,767    
    Net (loss) income before income taxes   (3,481,817 )     1,208,813    
    Income tax expense   14,615       6,162    
    Net (loss) income   (3,496,432 )     1,202,651    
                 
    Deemed dividend on extinguishment of Convertible Preferred Stock   —       (751,125 )  
    Deemed dividend on modification of PIPE Warrants   —       (10,571,514 )  
    Net loss attributable to common shareholders $ (3,496,432 )   $ (10,119,988 )  
                 
                 
    Basic net loss per share(1) $ (106.71 )   $ (38,414.84 )  
    Diluted net loss per share(1) $ (106.71 )   $ (38,414.84 )  
                 
    Weighted Average Basic Shares Outstanding(1)   32,766       263    
    Weighted Average Dilutive Shares Outstanding(1)   32,766       263    
                 
    (1) Prior period results have been adjusted to reflect the reverse stock split of the common stock at a ratio of 1-for-200 that became effective April 21, 2025, the reverse stock split of the common stock at a ratio of 1-for-50 that became effective October 17, 2024 and the reverse stock split of the common stock at a ratio of 1-for-15 that became effective June 12, 2024. See Note 1, “Nature of Operations,” for further details.
     

    Non-GAAP Financial Measures
    This press release also includes non-GAAP financial measures that differ from financial measures calculated in accordance with United States generally accepted accounting principles (“GAAP”). Adjusted EBITDA is a non-GAAP financial measure provided in this release, and is net (loss) income calculated in accordance with GAAP, adjusted for interest, income taxes, depreciation, amortization, stock compensation, gain on sale of assets, financing fees, loss on debt remeasurement, and non-cash fair value remeasurement adjustments as detailed in the reconciliations presented below in this press release.

    These non-GAAP financial measures are presented because the Company believes they are useful indicators of its operating performance. Management uses these measures principally as measures of the Company’s operating performance and for planning purposes, including the preparation of the Company’s annual operating plan and financial projections. The Company believes these measures are useful to investors as supplemental information and because they are frequently used by analysts, investors, and other interested parties to evaluate companies in its industry. The Company also believes these non-GAAP financial measures are useful to its management and investors as a measure of comparative operating performance from period to period.

    The non-GAAP financial measures presented in this release should not be considered as an alternative to, or superior to, their respective GAAP financial measures, as measures of financial performance or cash flows from operations as a measure of liquidity, or any other performance measure derived in accordance with GAAP, and they should not be construed to imply that the Company’s future results will be unaffected by unusual or non-recurring items. In addition, these measures do not reflect certain cash requirements such as tax payments, debt service requirements, capital expenditures and certain other cash costs that may recur in the future. Adjusted EBITDA contains certain other limitations, including the failure to reflect our cash expenditures, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. In evaluating non-GAAP financial measures, you should be aware that in the future the Company may incur expenses that are the same as or similar to some of the adjustments in this presentation. The Company’s presentation of non-GAAP financial measures should not be construed to imply that its future results will be unaffected by any such adjustments. Management compensates for these limitations by primarily relying on the Company’s GAAP results in addition to using non-GAAP financial measures on a supplemental basis. The Company’s definition of these non-GAAP financial measures is not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation.

       
    SUNATION ENERGY, INC.
    RECONCILIATION OF GAAP NET (LOSS) INCOME TO ADJUSTED EBITDA
       
      Three Months Ended March 31
        2025       2024  
    Net (Loss) Income $ (3,496,432 )   $ 1,202,651  
    Interest expense   571,240       764,870  
    Interest income   (3,162 )     (21,555 )
    Income taxes   14,615       6,162  
    Depreciation   67,940       92,417  
    Amortization   559,375       709,375  
    Stock compensation   30,815       197,306  
    Gain on sale of assets   —       (6,118 )
    FV remeasurement of contingent value rights   (19,179 )     (376,085 )
    FV remeasurement of earnout consideration   —       (350,000 )
    FV remeasurement of warrant liability   —       (3,728,593 )
    FV remeasurement of contingent forward contract   (109,492 )     —  
    Financing fees   576,594       —  
    Loss on debt remeasurement   343,471       —  
    Adjusted EBITDA $ (1,464,215 )   $ (1,509,570 )

    The MIL Network –

    May 16, 2025
  • MIL-OSI: Banzai Reports First Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    Revenue of $3.4 Million for Q1 2025, Representing 213% Growth from Q1 2024

    Gross Profit of $2.8 Million for Q1 2025, Representing 297% Growth from Q1 2024; Gross Margin Expanded to 82.1% in Q1 2025 from 64.7% in Q1 2024

    Q1 2025 Net Loss Improved to ($3.6) Million from ($7.9) Million in Q4 2024, Positioning the Company to Cash Break-Even Operations in FY2025

    Management to Host First Quarter 2025 Results Conference Call Today, Thursday, May 15, 2025 at 5:45 p.m. Eastern Time

    SEATTLE, May 15, 2025 (GLOBE NEWSWIRE) — Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, today reported financial results for the first quarter ended March 31, 2025.

    First Quarter 2025 and Subsequent Key Financial & Operational Highlights

    • Revenue of $3.4 million for Q1 2025, representing an increase of 213% million over Q1 2024 and a 160% sequential increase.
    • Gross profit of $2.8 million for Q1 2025, representing an increase of 297% over Q1 2024. Gross margin was 82.1% in Q1 2025, compared to 64.7% in Q1 2024.
    • Annual Recurring Revenue (ARR) of $14.9 million for Q1 2025. This represents a 268% annualized ARR growth rate compared to Q4 2024.
    • Q1 2025 Net Loss was ($3.6) million, a $4 million sequential improvement from Q4 2024 Net Loss of ($7.9) million.
    • Q1 2025 Adjusted EBITDA was ($1.7) million, compared to ($1.5) million in Q1 2024.
    • Completed acquisition of Vidello, Ltd. (“Vidello”) on January 31, 2025.
    • Signed a definitive agreement to acquire Act-On Software Inc. (“Act-On”), an enterprise marketing automation platform (MAP) provider, which is projected to increase revenue by $27 million for the twelve-month period ending December 31, 2025, on a pro-forma basis, when completed; acquisition subject to closing conditions.
    • Completed ahead-of-schedule repayment of $20.3 million of outstanding liabilities as of March 31, 2025, pursuant to the $24.8 million debt payoff and restructuring agreements announced on September 24, 2024.
    • Expanded customer base to over 90,000 total customers.

    “In the first quarter, as our Vidello and OpenReel businesses continued to drive revenue momentum, we also focused on shoring up the financial strength of the company,” said Joe Davy, Founder and CEO of Banzai. “Revenue was $3.3 million for the first quarter of 2025, representing a 207% increase from the prior year from continued strong performance for our products. We closed the acquisition of Vidello in February, and progress continued toward closing the acquisition of Act-On Software, which is projected to increase revenue by $27 million for the full year 2025 on a pro-forma basis when completed, which remains subject to the satisfaction or waiver of closing conditions and therefore there is no guarantee it will be completed or provide such revenue.

    “For the first quarter, we achieved a 268% annualized Annual Recurring Revenue growth rate. Growth was driven by our focus on mid-market and enterprise customers, and on the Reach product through re-engineering and expanded sales efforts. In total, we now serve over 90,000 customers.

    “We made significant improvements to our balance sheet and cost structure, which we believe will position us for sustainable profitability in the future. With the investment in our Vidello acquisition, we further improved our financial position and flexibility with a $5.1 million year over year improvement in stockholders’ equity to a positive $2.4 million as of March 31, 2025. We also implemented a strategic initiative that we expect will enable us to significantly improve net income, substantially extend our cash runway, and invest in growth. We are making significant progress toward these goals and overall improvement in net income is expected to be approximately $13.5 million annually when fully implemented, while maintaining our growth outlook.

    “In the first quarter Banzai secured expanded agreements with several prominent enterprises including RBC Capital Markets for our OpenReel solution, further cementing OpenReels position as a leading digital video creation platform for enterprise marketing teams. These agreements further validate our expansion strategy in the enterprise and mid-market. We are seeing solid traction in the financial sector, where the OpenReel Creator tool gives global financial firms the ability to offer standardized branded video with personalization at scale for their wealth managers, partners, and other stakeholders.

    “To better serve our customers, we have continued to invest in our products and growth initiatives. We launched CreateStudio 4.0, with major A.I. enhancements for video creation including new A.I. builders, hook generators and assistant, and improved audio visualizer, call-to-action, and UI improvements.

    “Looking ahead, our acquisitions have allowed us to build an integrated platform of AI-powered MarTech solutions that is driving strong growth with its marketing results. We are focused on adding innovative new products and capabilities that will provide compelling solutions for our clients and further our market reach. As we continue to invest in our software platform, sales and marketing, product development, acquisition strategy and other organic growth initiatives, we are managing costs efficiently. We are also continuing to strengthen our capital structure and balance sheet, to deliver a material benefit to both net income and shareholders’ equity. We look forward to additional updates on our anticipated milestones in the weeks and months to come,” concluded Davy.

    First Quarter 2025 Financial Results

    Banzai believes its non-GAAP financial measure ARR is more meaningful in evaluating its performance. The Company’s management team evaluates its financial and operating results utilizing this non-GAAP measure. For the three months ended March 31, 2025, ARR increased to $14.9 million, representing a 268% annualized ARR growth rate.

    Total revenue for the three months ended March 31, 2025, was $3.4 million, a sequential increase of 160% from the three months ended December 31, 2024, and an increase of 213% compared to the prior year quarter.

    Total cost of revenue for the three months ended March 31, 2025 was $0.6 million, compared to $0.4 million in the prior year quarter, an increase of 59%. The increase was proportional to the revenue for the corresponding period.

    Gross profit for the three months ended March 31, 2025, was $2.8 million, compared to $0.7 million in the prior year quarter. Gross margin was 82.1% in the first quarter of 2025, compared to 64.7% in the first quarter of 2024.

    Total operating expenses for the three months ended March 31, 2025, were $7.7 million, compared to $4.1 million in the prior year quarter. The increase in operating expenses were primarily due to the additions of OpenReel and Vidello and overall operating expenses.

    Net loss for the three months ended March 31, 2025, was $3.6 million, compared to $4.3 million in the prior year quarter.

    Adjusted EBITDA for the three months ended March 31, 2025, was ($1.7) million, compared to Adjusted EBITDA of ($1.5) million for the prior year quarter. This period-over-period decrease is primarily attributable to increased gain on extinguishments of liabilities offset by loss on issuance of term notes and increased transaction related expenses.

    Net cash used in operating activities for the three months ended March 31, 2025, was $5.0 million, compared to $2.1 million for the three months ended March 31, 2024.

    Cash totaled $0.8 million as of March 31, 2025, compared to $1.1 million as of December 31, 2024.

    Annual Recurring Revenue (“ARR”) refers to annual run-rate revenue of subscription agreements from all customers in the last month of the measured period. These statements are forward-looking and actual ARR may differ materially. Refer to the “Forward-Looking Statements” section below for information on the factors that could cause Banzai’s actual ARR to differ materially from these forward-looking statements.

    First Quarter 2025 Results Conference Call

    Banzai Founder & CEO Joe Davy and Interim CFO Alvin Yip will host the conference call, followed by a question-and-answer session. The conference call will be accompanied by a presentation, which can be viewed during the webcast or accessed via the investor relations section of the Company’s website here.

    To access the call, please use the following information:

    A replay of the webcast and the presentation utilized during the call will be available in the Company’s investor relations section here.

    Note About Non-GAAP Financial Measures

    Adjusted EBITDA

    In addition to our results determined in accordance with U.S. GAAP, we believe that Adjusted EBITDA, a non-GAAP measure as defined below, is useful in evaluating our operational performance distinct and apart from certain irregular, non-cash, and non-operational expenses. We use this information for ongoing evaluation of operations and for internal planning purposes. We believe that non- GAAP financial information, when taken collectively with results under GAAP, may be helpful to investors in assessing our operating performance and comparing our performance with competitors and other comparable companies.

    Non-GAAP measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We endeavor to compensate for the limitation of Adjusted EBITDA, by also providing the most directly comparable GAAP measure, which is net loss, and a description of the reconciling items and adjustments to derive the non-GAAP measure.

    Adjusted EBITDA should only be considered alongside results prepared in accordance with GAAP, including various cash-flow metrics, net income (loss) and our other GAAP results and financial performance measures.

    Net Income/(Loss) to Adjusted EBITDA Reconciliation
     
        Three
    Months
    Ended
    March 31,
        Three
    Months
    Ended
    March 31,
        Period-
    over-
        Period-
    over-
     
    ($ in Thousands)   2025     2024     Period $     Period %  
    Net loss   $ (3,644 )   $ (4,291 )   $ 647       -15.1 %
    Depreciation expense     247       2       245       12250.0 %
    Stock based compensation     337       43       294       685.9 %
    Interest expense     —       451       (451 )     -100.0 %
    Interest expense – related party     358       578       (220 )     -38.1 %
    Income tax expense     74       (1 )     75       -7500.0 %
    GEM commitment fee expense     –       200       (200 )     -100.0 %
    Gain on extinguishment of liabilities     (4,343 )     (528 )     (3,815 )     722.5 %
    Loss on debt issuance     274       171       103       60.2 %
    Loss on issuance of term notes     1,770       —       1,770     nm  
    Change in fair value of warrant liability     (4 )     (408 )     404       -99.0 %
    Change in fair value of warrant liability – related party     2       (115 )     117       -101.7 %
    Change in fair value of bifurcated embedded derivative liabilities – related party     43       –       43     nm  
    Change in fair value of convertible notes     159       544       (385 )     -70.8 %
    Change in fair value of term notes     166       —       166     nm  
    Change in fair value of convertible bridge notes     (22 )     —       (22 )   nm  
    Loss on yorkville sepa advances     385       —       385     nm  
    Other expense, net     (125 )     (4 )     (121 )     3025.0 %
    Transaction related expenses*     2,582       1,842       740       40.2 %
    Adjusted EBITDA (Loss)   $ (1,742 )   $ (1,512 )   $ (230 )     15.2 %


    About Banzai

    Banzai is a marketing technology company that provides AI-enabled marketing and sales solutions for businesses of all sizes. On a mission to help their customers grow, Banzai enables companies of all sizes to target, engage, and measure both new and existing customers more effectively. Customers who use Banzai’s product suite include Autodesk, Dell Technologies, New York Life, Thermo Fisher Scientific, Thinkific, and ActiveCampaign, among thousands of others. Learn more at www.banzai.io. For investors, please visit https://ir.banzai.io.

    Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often use words such as “believe,” “may,” “will,” “estimate,” “target,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “propose,” “plan,” “project,” “forecast,” “predict,” “potential,” “seek,” “future,” “outlook,” and similar variations and expressions. Forward-looking statements are those that do not relate strictly to historical or current facts. Examples of forward-looking statements may include, among others, statements regarding Banzai International, Inc.’s (the “Company’s”): future financial, business and operating performance and goals; annualized recurring revenue and customer retention; ongoing, future or ability to maintain or improve its financial position, cash flows, and liquidity and its expected financial needs; potential financing and ability to obtain financing; acquisition strategy and proposed acquisitions and, if completed, their potential success and financial contributions; strategy and strategic goals, including being able to capitalize on opportunities; expectations relating to the Company’s industry, outlook and market trends; total addressable market and serviceable addressable market and related projections; plans, strategies and expectations for retaining existing or acquiring new customers, increasing revenue and executing growth initiatives; and product areas of focus and additional products that may be sold in the future. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity and development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements. Therefore, investors should not rely on any of these forward-looking statements. Factors that may cause actual results to differ materially include changes in the markets in which the Company operates, customer demand, the financial markets, economic, business and regulatory and other factors, such as the Company’s ability to execute on its strategy. More detailed information about risk factors can be found in the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q under the heading “Risk Factors,” and in other reports filed by the Company, including reports on Form 8-K. The Company does not undertake any duty to update forward-looking statements after the date of this press release.

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

    Media
    Nancy Norton
    Chief Legal Officer, Banzai
    media@banzai.io

    BANZAI INTERNATIONAL, INC.
    Consolidated Balance Sheets
     
        March 31, 2025     December 31, 2024  
        (Unaudited)        
    ASSETS            
    Current assets:            
    Cash   $ 780,764     $ 1,087,497  
    Accounts receivable, net of allowance for credit losses of $14,503 and $24,210, respectively     1,028,379       936,321  
    Prepaid expenses and other current assets     831,394       643,674  
    Total current assets     2,640,537       2,667,492  
                 
    Property and equipment, net     10,889       3,539  
    Intangible assets, net     8,936,187       3,883,853  
    Goodwill     21,991,721       18,972,475  
    Operating lease right-of-use assets     66,896       72,565  
    Bifurcated embedded derivative asset – related party     20,000       63,000  
    Other assets     13,984       11,154  
    Total assets     33,680,214       25,674,078  
                 
    LIABILITIES AND STOCKHOLDERS’ DEFICIT            
    Current liabilities:            
    Accounts payable     2,830,450       7,782,746  
    Accrued expenses and other current liabilities     4,030,965       3,891,018  
    Convertible notes (Yorkville)     1,684,000       —  
    Convertible notes – related party     8,104,901       8,639,701  
    Convertible notes     —       215,057  
    Notes payable, carried at fair value     5,949,001       3,575,000  
    Warrant liability     11,000       15,000  
    Warrant liability – related party     4,600       2,300  
    Earnout liability     2,046,370       14,850  
    Due to related party     167,118       167,118  
    Deferred revenue     4,419,195       3,934,627  
    Operating lease liabilities, current     23,485       22,731  
    Total current liabilities     29,271,085       28,260,148  
                 
    Deferred revenue, non-current     111,161       117,643  
    Deferred tax liability     1,309,333       10,115  
    Operating lease liabilities, non-current     43,765       49,974  
    Total liabilities     30,735,344       28,437,880  
                 
    Commitments and contingencies (Note 15)            
                 
    Stockholders’ equity (deficit):            
    Common stock, $0.0001 par value, 275,000,000 (250,000,000 Class A and 25,000,000 Class B) shares authorized and 14,686,775 (12,375,641 Class A and 2,311,134 Class B) and 8,195,163 (5,884,029 Class A and 2,311,134 Class B) issued and outstanding at March 31, 2025 and December 31, 2024, respectively     1,450       800  
    Preferred stock, $0.0001 par value, 75,000,000 shares authorized, 1 and 1 shares issued and outstanding at March 31, 2025 and December 31, 2024     —       —  
    Additional paid-in capital     84,866,612       75,515,111  
    Accumulated deficit     (81,923,192 )     (78,279,713 )
    Stockholders’ equity (deficit)     2,944,870       (2,763,802 )
    Total liabilities and stockholders’ equity (deficit)   $ 33,680,214     $ 25,674,078  
    BANZAI INTERNATIONAL, INC.
    Unaudited Condensed Consolidated Statements of Operations
     
        For the Three Months Ended March 31,  
        2025     2024  
                 
    Revenue   $ 3,379,083     $ 1,079,472  
    Cost of revenue     605,999       381,380  
    Gross profit     2,773,084       698,092  
                 
    Operating expenses:            
    General and administrative expenses     7,433,088       4,098,789  
    Depreciation and amortization expense     246,691       1,564  
    Total operating expenses     7,679,779       4,100,353  
                 
    Operating loss     (4,906,695 )     (3,402,261 )
                 
    Other expenses (income):            
    GEM settlement fee expense     —       200,000  
    Interest income     (2 )     (10 )
    Interest expense     —       451,399  
    Interest expense – related party     358,381       577,513  
    Gain on extinguishment of liabilities     (4,343,406 )     (527,980 )
    Loss on debt issuance     273,800       171,000  
    Loss on extinguishment of term notes     1,769,895       —  
    Change in fair value of warrant liability     (4,000 )     (408,000 )
    Change in fair value of warrant liability – related party     2,300       (115,000 )
    Change in fair value of bifurcated embedded derivative assets – related party     43,000       —  
    Change in fair value of convertible notes     159,100       544,000  
    Change in fair value of term notes     165,906       —  
    Change in fair value of convertible bridge notes     (21,714 )     —  
    Loss on Yorkville SEPA advances     384,524       —  
    Other income, net     (124,531 )     (4,118 )
    Total other (income) expenses, net     (1,336,747 )     888,804  
    Loss before income taxes     (3,569,948 )     (4,291,065 )
    Income tax expense (benefit)     73,531       (933 )
    Net loss     (3,643,479 )     (4,290,132 )
                 
    Net loss attributable to common shareholders   $ (3,643,479 )   $ (4,290,132 )
                 
    Net loss per share attributable to common shareholders            
    Basic and diluted   $ (0.15 )   $ (1.64 )
                 
    Weighted average common shares outstanding            
    Basic and diluted     23,963,166       2,612,025  
    BANZAI INTERNATIONAL, INC.
    Unaudited Condensed Consolidated Statements of Cash Flows
     
        For the Three Months Ended March 31,  
        2025     2024  
    Cash flows from operating activities:            
    Net loss   $ (3,643,479 )   $ (4,290,132 )
    Adjustments to reconcile net loss to net cash used in operating activities:            
    Depreciation and amortization expense     246,691       1,564  
    Provision for credit losses on accounts receivable     (9,707 )     (2,191 )
    Non-cash share issuance for marketing expenses     —       48,734  
    Non-cash shares issued for consulting expenses     232,500       —  
    Non-cash settlement of GEM commitment fee     —       200,000  
    Discount at issuance on notes carried at fair value     16,200       —  
    Non-cash interest expense     —       374,944  
    Non-cash interest expense – related party     336,275       87,758  
    Amortization of debt discount and issuance costs     (885 )     30,027  
    Amortization of debt discount and issuance costs – related party     —       489,755  
    Amortization of operating lease right-of-use assets     5,669       43,705  
    Stock based compensation expense     336,568       42,827  
    Gain on extinguishment of liability     (4,343,406 )     (527,980 )
    Loss on debt issuance     273,800       171,000  
    Loss on extinguishment of term notes     1,769,895       —  
    Loss on SEPA issuance     384,524       —  
    Change in fair value of warrant liability     (4,000 )     (408,000 )
    Change in fair value of warrant liability – related party     2,300       (115,000 )
    Change in fair value of bifurcated embedded derivative liabilities – related party     43,000       —  
    Change in fair value of convertible promissory notes     159,100       544,000  
    Change in fair value of term notes     165,906       —  
    Change in fair value of convertible bridge notes     (21,714 )     —  
    Changes in operating assets and liabilities:            
    Accounts receivable     (82,351 )     72,570  
    Prepaid expenses and other current assets     (187,720 )     (186,558 )
    Other assets     (2,830 )     —  
    Accounts payable     (609,595 )     1,897,046  
    Deferred revenue     36,602       31,210  
    Accrued expenses     (212,557 )     (524,713 )
    Operating lease liabilities     (5,455 )     (75,078 )
    Earnout liability     170,481       (22,274 )
    Deferred revenue – long-term     (6,482 )     —  
    Deferred tax liability     (25,032 )     —  
    Net cash used in operating activities     (4,975,702 )     (2,116,786 )
    Cash flows from investing activities:            
    Cash paid in acquisition of Vidello, net of cash acquired     (2,677,480 )     —  
    Net cash used in investing activities     (2,677,480 )     —  
    Cash flows from financing activities:            
    Payment of GEM commitment fee promissory note     (215,057 )     (1,200,000 )
    Repayment of convertible notes (Yorkville)     (1,877,100 )     —  
    Proceeds from term notes, net of issuance costs     4,000,000       —  
    Repayment of term notes     (3,686,086 )     —  
    Partial repayment of convertible notes – related party     (870,190 )     —  
    Proceeds from issuance of convertible notes, net of issuance costs     3,258,000       2,250,000  
    Proceeds from issuance of shares to Yorkville under the SEPA     6,687,082       —  
    Proceeds from shares issued to Verista     49,800       —  
    Net cash provided by financing activities     7,346,449       1,050,000  
    Net decrease in cash     (306,733 )     (1,066,786 )
    Cash at beginning of period     1,087,497       2,093,718  
    Cash at end of period   $ 780,764     $ 1,026,932  
    Supplemental disclosure of cash flow information:            
    Cash paid for interest     —       44,814  
    Non-cash investing and financing activities            
    Shares issued to Roth for advisory fee     —       278,833  
    Shares issued to GEM     —       100,000  
    Shares issued for marketing expenses     —       194,935  
    Shares issued to Hudson for consulting fee     232,500       —  
    Settlement of GEM commitment fee     —       200,000  
    Consideration transferred for acquisition of Vidello     1,661,677       —  
    Assets acquired in acquisition of Vidello     8,393,172       —  
    Liabilities assumed in acquisition of Vidello     3,986,464       —  
    Shares issued to Yorkville of aggregate commitment fee     —       500,000  
    Conversion of convertible notes – Yorkville     —       1,667,000  
    Conversion of convertible notes – related party     —       2,540,091  

    The MIL Network –

    May 16, 2025
  • MIL-OSI: Mountain America Credit Union Fits Hundreds of Ogden Elementary Students with New Shoes

    Source: GlobeNewswire (MIL-OSI)

    OGDEN, Utah, May 15, 2025 (GLOBE NEWSWIRE) — Mountain America Credit Union, in partnership with Operation Warm, donated 425 brand-new pairs of shoes to students from Bonneville Elementary on May 9, 2025. Volunteers from both organizations were on site to personally help each student select shoes with the perfect fit in colors they loved—offering comfort, confidence, and smiles as they head into the warmer months.

    “We are extremely excited about receiving such care and support for our students,” said Jer Bates, director of communications for the Ogden School District. “New shoes are a significant gift to our students. This is something that impacts and uplifts the whole community.”

    ​In Utah, approximately 8.5% of children live below the poverty line, highlighting the need for community initiatives like this one. Operation Warm focuses on supporting children’s well-being by providing essentials such as coats and shoes—resources that bolster a child’s self-esteem, readiness to learn, and ability to thrive.

    “At Mountain America, we are committed to make a meaningful difference in the community,” said Sterling Nielsen, president and CEO at Mountain America. “The smiles we see on the children’s faces as they receive their new shoes are so heartwarming. Our partnership with Operation Warm enables us to make a meaningful difference in the lives of these children, providing them with not only essential footwear but also a sense of hope and belonging.”

    Mountain America proudly solidified its partnership with Operation Warm in 2019. Since then, the credit union has donated a total of 6,462 essential items—including 2,450 pairs of shoes—to under-resourced communities across their footprint. This ongoing commitment reflects Mountain America’s dedication to supporting families in need and strengthening the communities it serves.

    To learn more about Mountain America’s community involvement, visit macu.com/newsroom.

    About Mountain America Credit Union
    With more than 1 million members and $20 billion in assets, Mountain America Credit Union helps its members define and achieve their financial dreams. Mountain America provides consumers and businesses with a variety of convenient, flexible products and services, as well as sound, timely advice. Members enjoy access to secure, cutting-edge mobile banking technology, over 100 branches across multiple states, and more than 50,000 surcharge-free ATMs. Mountain America—guiding you forward. Learn more at macu.com.

    The MIL Network –

    May 16, 2025
  • MIL-OSI Canada: Suicide prevention framework will save lives

    Source: Government of Canada regional news

    New clinical guidance will offer best practices for recognizing and supporting people at risk for suicide, helping more people get the right care and saving more lives.

    “Every life lost to suicide is a profound tragedy,” said Josie Osborne, Minister of Health. “This new framework represents a critical step in ensuring that individuals experiencing suicidal thoughts can access the support they need to move toward hope and healing. It sets a clear path for how we will care for and support those most at risk.”

    In partnership with the Province, the Canadian Mental Health Association, BC Division (CMHA BC) led the development of a suicide-risk-reduction framework to support health-care organizations in improving care provided to people at risk for suicide. It will apply to patients who are 18 and older and are accessing mental-health or substance use care in hospital emergency departments, acute psychiatry or medical inpatient units or outpatient mental-health services.

    “People experiencing a mental-health crisis need to be met with compassion and person-centred care,” said Amna Shah, parliamentary secretary for mental health and addictions. “When someone is experiencing thoughts of suicide, it is especially important that they get timely supports for as long as they need. This framework will support our health-care facilities in offering best practice guidance so clinicians can help more people with the right care.”

    Through an early, consistent, and systematic process, the framework offers guidance to enhance the detection of individuals at risk for suicide. It also provides suggestions that can help eliminate bias and barriers to care, including stigma and experiences of discrimination or Indigenous-specific racism.

    It also includes best practices to maximize the patient’s safety during and after their care. With a tailored care plan, evidence-based treatment, effective transition to community care, and follow up and monitoring post-discharge, better outcomes can be achieved.

    “When someone is struggling with thoughts of suicide, asking compassionate questions and truly listening can make all the difference,” said Jonny Morris, CEO, CMHA BC. “This framework helps health-care teams have these vital conversations, understand each person’s unique story, and support informed decisions about care. We’re deeply grateful to the Province of B.C., our partners, and especially the courageous and wise individuals whose lived experiences shaped this important work.”

    Building on best practices in Canadian and international jurisdictions, the framework was created with input from people with lived and living experience with mental-health crises. Indigenous cultural safety is embedded throughout the framework, as Indigenous Peoples disproportionately experience poorer health outcomes within the health-care system.

    In addition to prioritizing cultural safety, the framework is based on a foundation of patient and family engagement, trauma-informed care and close collaboration with community care providers, which can help ensure the continuity of care.

    “The release of the suicide-risk reduction framework is an important step for British Columbia, and I want to thank our partners for their collaboration,” said Lesley Lutes, professor, director of the Centre for Obesity and Well-Being Research Excellence, department of psychology, UBC Okanagan; and director of advocacy, BC Psychological Association. “When we treat mental health with the same level of rigour and evidence-based interventions as we do with physical health, we save lives.”

    This work is part of the Province’s efforts to build up the entire continuum of mental-health and substance-use care for people to get the right support for them. This includes increasing early intervention and prevention, adding and expanding treatment and recovery services, building complex care housing, adding overdose prevention services and more.

    If you are experiencing feelings of distress or despair, including thoughts of suicide, call 1 800 SUICIDE (784-2433).

    Quick Facts:

    • In Canada, approximately 12 people die by suicide each day, which translates to 4,500 deaths per year.
    • In B.C., there are an average of approximately 615 deaths by suicide every year.
    • Males accounted for 75% of suicide deaths in B.C. in 2023.
    • In Canada, overall suicide rates are higher among some Indigenous populations than non-Indigenous populations.
      • Suicide rates across First Nations, Métis and Inuit communities vary greatly.
    • Deaths by suicide in the province more than double the motor vehicle fatalities in B.C.

    Learn More:

    To see the suicide-risk-reduction framework, visit: https://news.gov.bc.ca/files/SuicidePrevention_Framework.pdf

    To find mental-health and substance-use supports in B.C., visit: https://helpstartshere.gov.bc.ca/

    MIL OSI Canada News –

    May 16, 2025
  • MIL-OSI Security: Additional 12 Defendants Charged in RICO Conspiracy for over $263 Million Cryptocurrency Thefts, Money Laundering, Home Break-Ins

    Source: Office of United States Attorneys

    WASHINGTON – A four-count superseding indictment, unsealed today in U.S. District Court, charges 12 additional people – Americans and foreign nationals – for allegedly participating in a cyber-enabled racketeering conspiracy throughout the United States and abroad that netted them more than $263 million. Several were arrested this week in California, while two remain abroad and are believed to be living in Dubai.

    The superseding indictment and the arrests were announced by U.S. Attorney Jeanine Ferris Pirro, FBI Special Agent in Charge Sean Ryan of the Washington Field Office Criminal and Cyber Division, and Executive Special Agent in Charge Kareem A. Carter of the Internal Revenue Service – Criminal Investigation Washington, D.C. Field Office.

    The defendants, listed below, face charges that include RICO conspiracy, conspiracy to commit wire fraud, money laundering, and obstruction of justice. The superseding indictment adds charges originally brought against Malone Lam on Sept. 19, 2024.

    According to the superseding indictment, the enterprise began no later than October 2023 and continued through March 2025. It grew from friendships developed on online gaming platforms.

    Members of the enterprise held different responsibilities. The various roles included database hackers, organizers, target identifiers, callers, money launderers, and residential burglars targeting hardware virtual currency wallets.

    Database hackers hacked websites and servers to obtain cryptocurrency-related databases or purchased databases on the darkweb. Organizers and target identifiers organized and collated information across the databases to determine the most valuable targets. Callers cold-called victims and used social engineering to convince them their accounts were the subject of cyberattacks and the enterprise callers were attempting to help secure their accounts. Money launderers received the stolen crypto currency and turned it into fiat U.S. currency in the form of bulk cash or wire transfers.

    According to the indictment, members and associates of the enterprise used the stolen virtual currency to purchase, among other things, nightclub services ranging up to $500,000 per evening, luxury handbags valued in the tens of thousands of dollars that were given away at nightclub parties, luxury watches valued between $100,000 and $500,000, luxury clothing valued in the tens of thousands of dollars, rental homes in Los Angeles, the Hamptons, and Miami, private jet rentals, a team of private security guards, and a fleet of at least 28 exotic cars ranging in value from $100,000 to $3.8 million.

    According to the indictment, members of the enterprise laundered stolen cryptocurrency proceeds by moving the funds through various mixers and exchanges using “peel chains,” pass-through wallets, and virtual private networks to mask their true identities. 

    The indictment alleges that in one instance on Aug. 18, 2024, Malone Lam and contacted a victim in D.C. and, through the communications with that victim, fraudulently obtained over 4,100 Bitcoin — worth over $230 million at the time. In another instance in July 2024, Malone Lam and others are accused of stealing over $14 million in cryptocurrency from an additional victim.

    The indictment alleges that members of the enterprise also committed home break-ins. As alleged in the Indictment, Marlon Ferro traveled to New Mexico in July 2024 and broke into a victim’s home to steal their hardware virtual currency wallet while Lam monitored the victim’s location by logging into his iCloud account.

    The superseding indictment also alleges that the enterprise engaged in significant money laundering activity. Kunal Mehta, Hamza Doost, Joel Cortez, and Evan Tangeman are alleged to have engaged in unlicensed crypto-to-cash services for the enterprise, obtained luxury rental homes for members of the enterprise using fake identity documents, booked private jet travel with stolen cryptocurrency for the enterprise, concealed ownership of exotic cars by registering them in shell company names, and shipped bulk cash through US mail to members of the enterprise hidden in squishmallow stuffed animals.

    Following his arrest in September 2024 and continuing while in pretrial detention, Lam is alleged to have continued working with members of the enterprise to pass and receive directions, collect stolen cryptocurrency, and to have enterprise members buy luxury Hermes Birkin bags and hand deliver them to his girlfriend in Miami, Florida.

    This ongoing investigation is being handled by the U.S. Attorney’s Office for the District of Columbia, the FBI’s Washington Field Office, and the IRS-Criminal Investigation Washington D.C. Field Office. Significant investigative and operational support was provided by the FBI’s Los Angeles and Miami field offices.

    The matter is being prosecuted by Assistant United States Attorney Kevin Rosenberg, Acting Deputy Chief of the Fraud, Public Corruption, and Civil Rights Section of the U.S. Attorney’s Office for the District of Columbia.

    If found guilty, the defendants’ sentences will be determined by the court based on the advisory Sentencing Guidelines and other statutory factors.

    An indictment is merely an allegation and all defendants are presumed innocent until proven guilty beyond a reasonable doubt in a court of law.

    Defendants

    NAME, AGE, & ALLEGED ROLE AKAs HOMETOWN CHARGES
    Malone Lam, 20, Social Engineering, Organizer “King Greavys,” “$$$,” “7,” “Kg,” “Anne Hathaway”

    Miami, Florida,

    Los Angeles, Calif.,

    Singapore

    RICO Conspiracy, Conspiracy to Commit Wire Fraud, Conspiracy to Launder Monetary Instruments
    Marlon Ferro, 19, Money Laundering, Residential Burglary “Marlo,” “GothFerrari” Santa Ana, California RICO Conspiracy, Conspiracy to Commit Wire Fraud, Conspiracy to Launder Monetary Instruments
    Hamza Doost, 21, Money Laundering “Scyllia” Hayward, California RICO Conspiracy, Conspiracy to Launder Monetary Instruments
    Conor Flansburg, 21,   Database Hacker, Caller, and Organizer “O O,” “Green Room,” “@d0uu0b” Newport Beach, California RICO Conspiracy, Conspiracy to Commit Wire Fraud
    Kunal Mehta, 45, Money Laundering “Papa,” “The Accountant,” “Shrek,” “Neil” Irvine, California RICO Conspiracy, Conspiracy to Launder Monetary Instruments
    Ethan Yarally, 18, Caller “Rand,” “15%” Richmond Hill, New York RICO Conspiracy, Conspiracy to Commit Wire Fraud
    Cody Demirtas, 19, Caller “KO,” “Kody” Stuart, Florida RICO Conspiracy, Conspiracy to Commit Wire Fraud
    Aakash Anand, 22, Caller, Money Laundering “Light,” “Dark” New Zealand RICO Conspiracy, Conspiracy to Commit Wire Fraud, Conspiracy to Launder Monetary Instruments
    Evan Tangeman, 21, Money Laundering “E,” “Tate,” “Evan | Exchanger” Newport Beach, California RICO Conspiracy, Conspiracy to Launder Monetary Instruments
    Joel Cortes, 21, Money Laundering “J” Laguna Niguel, California RICO Conspiracy, Conspiracy to Launder Monetary Instruments
    First Name Unknown-1 , Last Name Unknown-1, Database Hacker “Chen,” “Squiggly” Unknown RICO Conspiracy, Conspiracy to Commit Wire Fraud, Conspiracy to Launder Monetary Instruments
    First Name Unknown-2 , Last Name Unknown-2, Database Hacker “Danny” “Meech” Unknown RICO Conspiracy, Conspiracy to Commit Wire Fraud, Conspiracy to Launder Monetary Instruments
    John Tucker Desmond, 19, Destroyed Evidence

    –

    Huntington Beach, California Obstruction of Justice

    24cr417

    MIL Security OSI –

    May 16, 2025
  • MIL-OSI Security: Baltimore Man Pleads Guilty to Firearms Trafficking Conspiracy

    Source: Office of United States Attorneys

    Baltimore, Maryland – Today, Steven Lee, 38, of Baltimore, Maryland, pled guilty to conspiracy to commit firearms trafficking in federal court. 

    Kelly O. Hayes, U.S. Attorney for the District of Maryland, announced the plea with Special Agent in Charge Toni M. Crosby, Bureau of Alcohol, Tobacco, Firearms, and Explosives (ATF).

    According to the guilty plea, on April 17, 2024, Lee and co-conspirator Cedrick Brinkley agreed to sell firearms to an ATF undercover agent. The undercover agent explained that the purpose of buying the firearms was to resell to an individual in New Jersey. Additionally, on April 17, law enforcement observed Brinkley and Lee sitting in a vehicle at the location where they planned to meet the undercover agent. Brinkley exited his vehicle, met with the undercover agent, and exchanged five 9-millimeter pistols for $6,100.

    On April 24, 2024, Brinkley and Lee arranged to sell additional firearms to the undercover agent. Prior to the transaction, law enforcement observed Brinkley and Lee meeting in a public parking lot. Brinkley retrieved a black bag from Lee’s vehicle, re-entered his vehicle, and then drove to the meeting location. Lee did not physically attend the meeting with the undercover agent.

    At the meeting with the undercover agent, Brinkley brought the black bag, removed five firearms from the bag, and handed them to the undercover agent. The undercover agent wanted to negotiate a better price, so Brinkley called Lee on speakerphone to discuss prices with the agent directly. During the call, Lee described the firearms in detail, including one of the firearms that had a machinegun conversion device affixed to it.

    The undercover agent reiterated to Brinkley and Lee that the purpose of buying the firearms was to resell them for profit. Then the undercover agent paid Brinkley $7,800 for five firearms, which included pistols of various calibers; one of which had a machinegun conversion device attached to it. In total, the coconspirators sold 10 firearms to the undercover agent; three of them were previously reported stolen.

    On July 2, 2024, authorities executed a search warrant for Lee’s Baltimore residence. During the search, law enforcement recovered a Taurus PT709 pistol loaded with six rounds of ammunition from Lee’s bedside table. Law enforcement also recovered additional ammunition from Lee’s residence and vehicle. Due to a previous felony conviction, Lee is prohibited from possessing firearms or ammunition.

    Lee faces a maximum sentence of 15 years in prison. Sentencing is scheduled for Tuesday, August 19, at 10 a.m. Brinkley’s trial date is pending.

    This case is part of Project Safe Neighborhoods (PSN), a program bringing together all levels of law enforcement and the communities they serve to reduce violent crime and gun violence, and to make our neighborhoods safer for everyone.  On May 26, 2021, the Department launched a violent crime reduction strategy strengthening PSN based on these core principles: fostering trust and legitimacy in our communities, supporting community-based organizations that help prevent violence from occurring in the first place, setting focused and strategic enforcement priorities, and measuring the results.

    U.S. Attorney Hayes commended the ATF for its work in the investigation.  Ms. Hayes also thanked Assistant U.S. Attorney James O’Donohue who is prosecuting the case.

    For more information about the Maryland U.S. Attorney’s Office, its priorities, and resources available to help the community, visit www.justice.gov/usao-md and https://www.justice.gov/usao-md/community-outreach.

    MIL Security OSI –

    May 16, 2025
  • MIL-OSI Security: Two Foreign Nationals Arrested in Vermont Border-Crossing Event

    Source: Office of United States Attorneys

    Burlington, Vermont – The United States Attorney’s Office for the District of Vermont stated that on May 13, 2025, Emmanuel Pierre Andre Irene, 26, and Erika Brezault, 23, citizens of Haiti, were arrested by the United States Border Patrol in the town of Troy, Vermont. Both were charged by criminal complaints—Irene with illegally entering the United States as an alien, and Brezault with transporting Irene in furtherance of his illegal entry. Irene and Brezault both appeared on May 14, 2025, before United States Magistrate Judge Kevin J. Doyle, who ordered that Brezault be released on conditions of pretrial supervision pending further proceedings. Judge Doyle accepted Irene’s plea of guilty to illegal entry and sentenced Irene to a time-served sentence.

    According to court records, around 1:00 am on May 13, 2025, one individual was observed walking south in Canada on a road that reaches the United States border; later, at approximately 3:30 am, one individual was observed walking south in the United States in an area close to that Canadian road, approximately a half-mile south of the international border. U.S. Border Patrol agents and Homeland Security Investigations (HSI) agents responded to the scene to search for the suspected illegal entrant in the area of Mud Creek, approximately two miles east of the village of North Troy, Vermont. At approximately 9:23 am, an HSI agent made contact with a Massachusetts-plated vehicle that had been pulled over to the side of Bear Mountain Road, and he spoke with the two occupants. The driver was later identified as Brezault, and the passenger was later identified as Irene. They told the agent they were from Haiti and were now living in Worchester, Massachusetts. A uniformed Border Patrol agent joined the HSI agent, and they spoke with Brezault and Irene, who both claimed to have Temporary Protected Status in the United States. After an agent pointed out Irene’s wet, muddy clothing and informing them of the camera images of the male subject approaching and then being south of the international border, Irene admitted to entering the United States from Canada by walking through the woods. Brezault also admitted to picking up Irene after he crossed into the United States. Both defendants were detained and later charged with the respective offenses.

    The United States Attorney’s Office emphasizes that the complaint contains allegations only and that Brezault is presumed innocent until and unless proven guilty. Brezault faces up to five years’ imprisonment if convicted. The actual sentence, however, would be determined by the District Court with guidance from the advisory United States Sentencing Guidelines and the statutory sentencing factors.

    Acting United States Attorney Michael P. Drescher commended the investigatory efforts of the United States Border Patrol and Homeland Security Investigations.

    The prosecutor is Assistant United States Attorney Matthew Lasher. Brezault is represented by Assistant Federal Public Defender Emily Kenyon, and Irene was represented by Karen Shingler, Esq.

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

    MIL Security OSI –

    May 16, 2025
  • MIL-OSI Security: Missouri Woman Admits International Embezzlement that Cost Employer $3.8 Million

    Source: Office of United States Attorneys

    ST. LOUIS – A Missouri woman on Thursday admitted embezzling at least $3.8 million from her employer with the help of co-conspirators in China.

    Bridget Thebeau, 45, of St. Charles County, Missouri, pleaded guilty in U.S. District Court to five counts of wire fraud. She admitted embezzling from her employer from roughly January 2015 to March 2024 via more than 200 fraudulent purchase orders. Thebeau struck a deal with some of her employer’s suppliers in China in which she caused the company to pay the suppliers for products that the company did not need and never received. In exchange, Thebeau’s co-conspirators in China shared the proceeds of the scam with her. Thebeau tried to hide her crime with fraudulent shipping labels and fraudulent bills of lading issued by the China-based suppliers, fraudulent invoices that she created and claimed she had issued to the company’s customers and false information she supplied to the company’s owner and accountants.

    Ultimately, Thebeau triggered fraudulent payments of at least $3,821,152 to the company’s China-based suppliers, and in return her co-conspirators wired her more than $2 million.

    Thebeau was hired in 2002 by the family-owned company. Her crime resulted in substantial financial hardship to the company’s owner, who is no longer able to retire due to her embezzlement, the plea agreement says.

    Thebeau is scheduled to be sentenced Sept. 11, 2025. Wire fraud is punishable by up to 20 years in prison, a fine of up to $250,000, or both prison and a fine.

    The U.S. Secret Service and the Chesterfield Police Department investigated the case. Assistant U.S. Attorney Justin Ladendorf is prosecuting the case.

    MIL Security OSI –

    May 16, 2025
  • MIL-OSI Security: Laotian National Arrested for Possessing a Firearm as a Convicted Felon and Possessing a Firearm as an Illegal Alien

    Source: Office of United States Attorneys

    CONCORD – A convicted felon from Laos was arrested this morning for the unlawful possession of a firearm, Acting U.S. Attorney Jay McCormack announces.

    Vongpasith Khamvongsa, 45, a Laotian national unlawfully residing in Somersworth, was indicted on charges of being an illegal alien in possession of a firearm and being a felon in possession of a firearm.  He appeared in federal court today.

    The charging statute provides a sentence of no greater than 15 years in prison, up to three years of supervised release, and a fine of up to $250,000. Sentences are imposed by a federal district court judge based upon the U.S. Sentencing Guidelines and statutes which govern the determination of a sentence in a criminal case.

    The Bureau of Alcohol, Tobacco, and Firearms and Somersworth Police Department led the investigation.  Assistant U.S. Attorney Alexander S. Chen is prosecuting the case.

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

    The details contained in the charging documents are allegations. The defendant is presumed innocent unless and until proven guilty beyond a reasonable doubt in a court of law.

    ###

    MIL Security OSI –

    May 16, 2025
  • MIL-OSI Security: Tulsa Resident Pleads Guilty To Theft In Indian Country

    Source: Office of United States Attorneys

    MUSKOGEE, OKLAHOMA – The United States Attorney’s Office for the Eastern District of Oklahoma announced that Tommy Allen Winkler, age 37, of Tulsa, Oklahoma, entered a guilty plea to an Information of one count of Theft in Indian Country.

    The Information alleged that on November 16, 2022, and continuing until June 14, 2024, Winkler took and carried away, with intent to steal and purloin, money and personal property of three victims with a value exceeding $1,000.00.

    The crime occurred in Muskogee County, within the boundaries of the Muscogee (Creek) Nation Reservation, in the Eastern District of Oklahoma.

    The charge arose from an investigation by the Federal Bureau of Investigation.

    The Honorable D. Edward Snow, U.S. Magistrate Judge in the United States District Court for the Eastern District of Oklahoma, accepted the plea and ordered the completion of a presentence investigation report.

    A U.S. District Court Judge will determine the sentence to be imposed after considering the U.S. Sentencing Guidelines and other statutory factors.

    Winkler was released on bond pending sentencing.

    Assistant U.S. Attorney Joshua Satter represented the United States.

    MIL Security OSI –

    May 16, 2025
  • MIL-OSI: Wrap Technologies, Inc. Reports First Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    MIAMI, May 15, 2025 (GLOBE NEWSWIRE) — Wrap Technologies, Inc, (NASDAQ: WRAP) (“Wrap” or, the “Company”), a global leader in innovative public safety technologies and non-lethal tools, today announced financial and operating results for the first quarter ended March 31, 2025.

    Q1 2025 Financial Results:

    • Cash increased to $6.2 million, up from $3.6 million in Q1 2024
    • Margins increased over 21 points from 56.6% in Q1 2024 to 77.8% in Q1 2025, with cost of revenue decreasing 73.4%, from $640 thousand to $170 thousand, respectively.
    • Operating loss improved 5.2%, from $(4.1) million in Q1 2024 to $(3.9) million in Q1 2025.
    • Q1 2025 revenue was $765 thousand.
    • Net income was $109 thousand in Q1 2025 as compared to $117 thousand in Q1 2024.

    Recent Operational Highlights:

    • The revamped training and learning management system is expected to be ready for launch.
    • Customer reports show increased BolaWrap deployments.
    • Recent shifts in policies associated with costly effects of higher uses of force.
    • Departments with dedicated Crisis Intervention Teams are reporting increased usage in the growing mental health crises and response to Medical Behavioral Emergencies.
    • Company signed and executed a sales and marketing partnership which provides the Company coverage in the U.S. public safety market and federal government.
    • The Company’s move to the VA Facility is complete and manufacturing operations are substantially ready.
    • The Company completed the acquisition of W1 Global, LLC, a preeminent managed services and consulting firm led by an executive team of former high-ranking law enforcement and U.S. Intelligence Community professionals, with deep competencies in complex international criminal investigation, regulatory matters and compliance issues.
    • Expanded Wrap’s leadership in managed services with the addition of Joseph Bonavolonta, a 27-year FBI veteran, and Rob Heuchling, with a 15-year FBI career, to scale the Company’s support offerings.
    • Appointed Stephen M. Renna, former Executive at the Export-Import Bank of the United States, to lead Wrap’s international growth and financing strategy, strengthening its global expansion efforts.

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

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

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

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

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

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

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

    The MIL Network –

    May 16, 2025
  • MIL-OSI: Global Diagnostics Leader Selects Kneat

    Source: GlobeNewswire (MIL-OSI)

    LIMERICK, Ireland, May 15, 2025 (GLOBE NEWSWIRE) — kneat.com, inc. (TSX: KSI) (OTCQC: KSIOF), a leader in digitizing and automating validation and quality processes, is pleased to announce that a manufacturer of clinical diagnostics for the healthcare industry (“the Company”) has signed a three-year Master Services Agreement with Kneat.

    The Company, which is headquartered in the United States, operates in more than 40 countries and employs over 14,000 people, provides a comprehensive range of clinical diagnostics and biomedical testing for the healthcare industry. Its diagnostic solutions are used by hospitals, laboratories and physicians’ offices around the world for routine and complex clinical testing. As a division of a larger life sciences organization with more than 60,000 employees, the Company will use Kneat Gx initially to digitize its equipment validation process.

    “The quality of our platform, its maturity in the market and the expertise and commitment of our team enabled this win,” said Eddie Ryan, Kneat’s CEO. “Adopting Kneat is another step in this customer’s longstanding commitment to continuous improvement. We look forward to working with them to deliver the efficiency and compliance benefits that characterize Kneat.”

    As the many segments of life sciences seek to improve quality, compliance and speed to market, more and more companies are shifting from a manual, paper-based validation process to one that is streamlined and harmonized through digitalization.

    About Kneat

    Kneat Solutions provides leading companies in highly regulated industries with unparalleled efficiency in validation and compliance through its digital validation platform Kneat Gx. As an industry leader in customer satisfaction, Kneat boasts an excellent record for implementation, powered by our user-friendly design, expert support, and on-demand training academy. Kneat Gx is an industry-leading digital validation platform that enables highly regulated companies to manage any validation discipline from end-to-end. Kneat Gx is fully ISO 9001 and ISO 27001 certified, fully validated, and 21 CFR Part 11/Annex 11 compliant. Multiple independent customer studies show up to 40% reduction in documentation cycle times, up to 20% faster speed to market, and a higher compliance standard.

    Cautionary and Forward-Looking Statements

    Except for the statements of historical fact contained herein, certain information presented constitutes “forward-looking information” within the meaning of applicable Canadian securities laws. Such forward-looking information includes, but is not limited to, the relationship between Kneat and the customer, Kneat’s business development activities, the use and implementation timelines of Kneat’s software within the customer’s validation processes, the ability and intent of the customer to scale the use of Kneat’s software within the customer’s organization, and the compliance of Kneat’s platform under regulatory audit and inspection. While such forward-looking statements are expressed by Kneat, as stated in this release, in good faith and believed by Kneat to have a reasonable basis, they are subject to important risks and uncertainties. As a result of these risks and uncertainties, the events predicted in these forward-looking statements may differ materially from actual results or events. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties.

    Kneat does not undertake any obligation to release publicly revisions to any forward-looking statement, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Continued reliance on forward-looking statements is at an investor’s own risk.

    For more information visit www.kneat.com.

    For further information:

    Katie Keita, Kneat Investor Relations
    P: + 1 902-450-2660
    E: investors@kneat.com 

    The MIL Network –

    May 16, 2025
  • MIL-OSI: XBP Europe Holdings, Inc. Reports First Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    First Quarter 2025 Highlights

    • Revenue of $37.7 million, a decrease of 1.2% year-over-year and increase of 5.7% sequentially
    • Gross margin of 30.1%, a 380 bps increase year-over-year and 190 bps increase sequentially
    • Adjusted EBITDA of $3.7 million, an increase of 25.6% year-over-year and decrease of 16.1% sequentially

    LONDON and Santa Monica, Calif., May 15, 2025 (GLOBE NEWSWIRE) — XBP Europe Holdings, Inc. (“XBP Europe” or “the Company”) (NASDAQ: XBP), a pan-European integrator of bills, payments, and related solutions and services seeking to enable the digital transformation of its clients, announced today its financial results for the quarter ended March 31, 2025.

    “Our strong momentum continued into 2025, reflected by growing revenue, gross margin, and Adjusted EBITDA. We saw revenue growth for the third straight quarter, along with gross margin expansion on a year-over-year and sequential basis, driven by expanded use of AI technology and improved operational leverage,” said Andrej Jonovic, Chief Executive Officer of XBP Europe.

    First Quarter Highlights

    • Revenue: Total Revenue was $37.7 million, a decrease of 1.2% year-over-year and an increase of 5.7% sequentially.
      • Bills & Payments segment revenue was $26.3 million, a decline of 1.2% year-over-year and an increase of 1.8% sequentially.
      • Technology segment revenue was $11.4 million, a decrease of 1.0% year-over-year and an increase of 16% sequentially.
    • Operating Loss: Operating Loss was $1.8 million compared to Operating Profit of $1.3 million a year ago and $1.0 million in the 4Q 2024. The decline was primarily driven by the recognition of $3.8 million of non-cash stock-based compensation due to accelerated vesting of RSUs and Options. When adjusted for this item, our Operating Profit was $2.0 million in the quarter, an improvement of $0.7 million year-over-year and $1.0 million sequentially, driven primarily by higher gross profit.
    • Net Loss: Net loss from continuing operations was $3.9 million. Adjusting for the previously mentioned non-cash stock-based compensation expense, our net loss from continuing operations was $0 million, compared with a net loss from continuing operations of $0.9 million a year ago and $0.2 million in the fourth quarter 2024.
    • Adjusted EBITDA(1): Adjusted EBITDA from Continuing Operations was $3.7 million, an increase of $0.8 million or 25.5% year-over-year. Adjusted EBITDA margin was 9.8%, an increase of 210 basis points year-over-year.
    • Adequate Liquidity: The Company’s cash and cash equivalents totaled $9.7 million as of March 31, 2025.

    Pending Acquisition: As announced on March 4, 2025, XBP Europe has entered into an exclusive, non-binding letter of intent with Exela Technologies, Inc. to acquire Exela Technologies BPA, LLC (“BPA”), a leading provider of business process automation solutions. The closing of the acquisition will be subject to BPA completing a corporate reorganization which is expected to create a sustainable capital structure with a substantially deleveraged balance sheet. If completed, the acquisition will expand XBP Europe’s revenue to approximately $1 billion from $143 million on a pro forma basis for the year ending December 31, 2024. The parties have agreed to act in good faith to negotiate definitive agreements, complete due diligence, undertake necessary regulatory approvals, and seek any necessary approvals, including from XBP Europe’s shareholders. Accordingly, there can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated. Readers are cautioned that those portions of the LOI that describe the proposed transaction are non-binding. XBP Europe only intends to announce additional details regarding the proposed transaction if and when a definitive agreement is executed.

    Below is the note referenced above:

    (1) Adjusted EBITDA is a non-GAAP measure. A reconciliation of Adjusted EBITDA is attached to this release.

    Supplemental Investor Presentation
    An investor presentation relating to our first quarter 2025 performance is available at investors.xbpeurope.com. This information has also been furnished to the SEC in a current report on Form 8-K.     
      
    About Non-GAAP Financial Measures
    This press release includes constant currency, EBITDA, and Adjusted EBITDA, each of which is a financial measure that is not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company believes these non-GAAP financial measures provide investors with useful insights into the Company’s financial performance, results of operations, and liquidity, helping them understand the Company’s business trends and compare its results.

    The Company’s board of directors and management use these measures to evaluate the Company’s performance on a consistent basis across periods by excluding effects of the Company’s capital structure (such as varying debt levels, interest expense, and transaction costs from the November 2023 business combination). Adjusted EBITDA also seeks to remove the effects of integration and related restructuring expenses and other similar non-routine items, some of which are outside management’s control. Restructuring expenses are primarily related to the implementation of strategic actions and initiatives related to the rightsizing of the business. All of these costs are variable and dependent upon the nature of the actions being implemented and can vary significantly driven by business needs. Accordingly, due to that significant variability, we exclude these charges since we do not believe they truly reflect our past, current or future operating performance.

    The constant currency presentation excludes the impact of fluctuations in foreign currency exchange rates. We calculate constant currency revenue and Adjusted EBITDA on a constant currency basis by converting our current-period local currency financial results using the exchange rates from the corresponding prior-period and compare these adjusted amounts to our corresponding prior period reported results.

    The Company does not consider these non-GAAP measures in isolation or as an alternative to liquidity or financial measures determined in accordance with GAAP. A limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures and therefore the basis of presentation for these measures may not be comparable to similarly-titled measures used by other companies. These non-GAAP financial measures are not required to be uniformly applied, are not audited and should not be considered in isolation or as substitutes for results prepared in accordance with GAAP, and their presentation may not be comparable to similar measures used by other companies. Net loss is the GAAP measure most directly comparable to the non-GAAP measures presented here. For a reconciliation of the comparable GAAP measures to these non-GAAP financial measures, see the schedules attached to this release.

    Forward-Looking Statements
    Certain statements included in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding future events, estimated or anticipated future results and benefits, future opportunities for XBP Europe Holdings, Inc. (together with its subsidiaries, the “Company”) and its industry, and other statements that are not historical facts. These statements reflect the current expectations of Company management and are not guarantees of actual performance. Actual results may differ materially due to a number of risks and uncertainties, including without limitation: (1) legal proceedings against the Company or others; (2) the Company’s inability to meet the continued listing standards of Nasdaq or another securities exchange; (3) disruptions from the proposed acquisition of Exela Technologies BPA, LLC (“BPA”) and related bankruptcy proceedings of BPA and certain of its subsidiaries’; (4) failure to realize benefits from the November 2023 business combination with CF Acquisition Corp. VIII; (5) acquisition-related costs; (6) changes in laws or regulations; (7) adverse effects from economic, business, or competitive factors; (8) market volatility due to geopolitical and economic factors; (9) challenges in achieving profitability, retaining clients, managing growth, or recruiting and retaining personnel; and (10) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Annual Report on Form 10-K filed on March 19, 2025, as amended, and subsequent filings with the Securities and Exchange Commission (the “SEC”). In addition, forward-looking statements represent the Company’s expectations, plans or forecasts as of the date of this communication. Subsequent events may alter these assessments, and they should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this release.
         
    About XBP Europe
    XBP Europe is a pan-European integrator of bills, payments and related solutions and services seeking to enable digital transformation of its more than 2,000 clients. The Company’s name – ‘XBP’ stands for ‘exchange for bills and payments’ and reflects the Company’s strategy to connect buyers and suppliers, across industries, including banking, healthcare, insurance, utilities and the public sector, to optimize clients’ bills and payments and related digitization processes. The Company provides business process management solutions with proprietary software suites and deep domain expertise, serving as a technology and services partner for its clients. Its cloud-based structure enables it to deploy its solutions across the European market, along with the Middle East and Africa. The physical footprint of XBP Europe spans 15 countries and approximately 30 locations and a team of approximately 1,500 individuals. XBP Europe believes its business ultimately advances digital transformation, improves market wide liquidity by expediting payments, and encourages sustainable business practices. For more information, please visit: www.xbpeurope.com.

    For more XBP Europe news, commentary, and industry perspectives, visit: https://www.xbpeurope.com/
    And please follow us on social:
    X: https://X.com/XBPEurope
    Facebook: https://www.facebook.com/XBPEurope/
    Instagram: https://www.instagram.com/xbp_europe/
    LinkedIn: https://www.linkedin.com/company/xbp-europe/

    The information posted on XBP Europe’s website and/or via its social media accounts may be deemed material to investors. Accordingly, investors, media and others interested in XBP Europe should monitor XBP Europe’s website and its social media accounts in addition to XBP Europe’s press releases, SEC filings and public conference calls and webcasts.

    XBP Europe Holdings, Inc.
    Condensed Consolidated Balance Sheets
    As of March 31, 2025 and December 31, 2024
    (in thousands of United States dollars except share and per share amounts)
    (Unaudited)
     
        March 31,    December 31,   
        2025   2024  
    ASSETS                
    Current assets                
    Cash and cash equivalents   $ 9,681   $ 12,099  
    Accounts receivable, net of allowance for credit losses of $929 and $1,198, respectively     26,928     19,810  
    Inventories, net     3,650     3,823  
    Prepaid expenses and other current assets     5,756     4,228  
    Current assets held for sale     1,526     1,378  
    Total current assets     47,541     41,338  
    Property, plant and equipment, net of accumulated depreciation of $42,655 and $40,325, respectively     12,223     11,272  
    Operating lease right-of-use assets, net     4,861     4,805  
    Goodwill     22,656     21,666  
    Intangible assets, net     1,173     1,121  
    Deferred income tax assets     7,101     7,026  
    Long term notes receivable     2,280     —  
    Other noncurrent assets     1,142     817  
    Total assets   $ 98,977   $ 88,045  
                   
    LIABILITIES AND STOCKHOLDERS’ DEFICIT                
    LIABILITIES                
    Current liabilities                
    Accounts payable   $ 13,507   $ 12,553  
    Related party payables     4,544     5,443  
    Accrued liabilities     25,015     17,993  
    Accrued compensation and benefits     17,951     16,482  
    Customer deposits     328     277  
    Deferred revenue     7,419     6,870  
    Current portion of finance lease liabilities     4     12  
    Current portion of operating lease liabilities     1,826     1,734  
    Current portion of long-term debts     5,443     4,958  
    Current liabilities held for sale     1,761     2,443  
    Total current liabilities     77,798     68,765  
    Related party notes payable     1,512     1,451  
    Long-term debt, net of current maturities     24,289     23,966  
    Pension liabilities     10,862     10,339  
    Operating lease liabilities, net of current portion     3,227     3,271  
    Other long-term liabilities     1,677     1,599  
    Total liabilities   $ 119,365   $ 109,391  
    Commitments and Contingencies (Note 13)                
                   
    STOCKHOLDERS’ DEFICIT                
    Preferred stock, par value of $0.0001 per share; 10,000,000 shares authorized; none issued and outstanding as of March 31, 2025 and December 31, 2024, respectively     —     —  
    Common Stock, par value of $0.0001 per share; 200,000,000 shares authorized; 35,711,498 shares issued and outstanding as of March 31, 2025 and 30,166,102 shares issued and outstanding as of December 31, 2024, respectively     36     30  
    Additional paid in capital     7,494     1,611  
    Accumulated deficit     (28,055)     (23,705)  
    Accumulated other comprehensive loss:                
    Foreign currency translation adjustment     (102)     474  
    Unrealized pension actuarial gains, net of tax     239     244  
    Total accumulated other comprehensive loss     137     718  
    Total stockholders’ deficit     (20,388)     (21,346)  
    Total liabilities and stockholders’ deficit   $ 98,977   $ 88,045  
    XBP Europe Holdings, Inc.
    Condensed Consolidated Statements of Operations
    For the three months ended March 31, 2025 and 2024
    (in thousands of United States dollars except share and per share amounts)
    (Unaudited)
           
        Three months ended March 31, 
     
           2025      2024
     
    Revenue, net   $ 37,531   $ 38,047  
    Related party revenue, net     142     66  
    Cost of revenue (exclusive of depreciation and amortization)     26,309     28,062  
    Related party cost of revenue     9     18  
    Selling, general and administrative expenses (exclusive of depreciation and amortization)     10,953     6,968  
    Related party expense     1,562     926  
    Depreciation and amortization     627     808  
    Operating profit (loss)   $ (1,787)     1,331  
    Other expense (income), net                
    Interest expense, net     1,721     1,417  
    Related party interest expense, net     23     19  
    Foreign exchange losses, net     (71)     753  
    Changes in fair value of warrant liability     2     (37)  
    Pension income, net     (369)     (423)  
    Net loss before income taxes   $ (3,093)     (398)  
    Income tax expense     762     460  
    Net loss from continuing operations   $ (3,855)     (858)  
    Net loss from discontinued operations, net of income taxes     (495)     (1,350)  
    Net loss   $ (4,350)   $ (2,208)  
    Loss per share:               
    Basic and diluted – continuing operations   $ (0.12)   $ (0.03)  
    Basic and diluted – discontinued operations     (0.02)     (0.04)  
    Basic and diluted   $ (0.14)   $ (0.07)  
    XBP Europe Holdings, Inc.
    Condensed Consolidated Statements of Cash Flows
    For the three months ended March 31, 2025 and 2024
    (in thousands of United States dollars)
    (Unaudited)
            
        Three months ended March 31,   
           2025      2024     
    Cash flows from operating activities              
    Net loss   $ (4,350)   $ (2,208)  
    Adjustments to reconcile net loss to net cash used in operating activities:               
    Depreciation     542     776  
    Amortization of intangible assets     117     181  
    Debt issuance cost amortization     105     —  
    Credit loss expense     (274)     217  
    Changes in fair value of warrant liability     2     (37)  
    Stock-based compensation expense     3,587     —  
    Unrealized foreign currency losses (gains)     (546)     759  
    Change in deferred income taxes     156     44  
                   
    Change in operating assets and liabilities               
    Accounts receivable     (5,816)     (1,160)  
    Inventories     285     (102)  
    Prepaid expense and other assets     (1,547)     (1,342)  
    Accounts payable     377     1,463  
    Related party payables     (267)     (1,711)  
    Accrued expenses and other liabilities     6,151     (791)  
    Deferred revenue     288     492  
    Customer deposits     261     (191)  
    Net cash used in operating activities     (929)     (3,610)  
                   
    Cash flows from investing activities               
    Purchase of property, plant and equipment     (968)     (385)  
    Additions to internally developed software     (123)     —  
    Net cash used in investing activities     (1,091)     (385)  
                   
    Cash flows from financing activities               
    Borrowings under secured borrowing facility     —     37  
    Principal payments on 2024 Term Loan A Facility     (189)     —  
    Principal payments on 2024 Term Loan B Facility     (552)     —  
    Principal payments on long-term obligations     —     (235)  
    Proceeds from secured credit facility     1,655     976  
    Principal payments on secured credit facility     (1,356)        
    Principal payments on finance leases     (8)     (100)  
    Net cash provided by (used in) financing activities     (450)     678  
    Effect of exchange rates on cash and cash equivalents     90     (87)  
    Net increase (decrease) in cash and cash equivalents     (2,380)     (3,404)  
                   
    Cash and equivalents, beginning of period, including cash from discontinued operations     12,106     6,905  
    Cash and equivalents, end of period, including cash from discontinued operations   $ 9,726   $ 3,501  
                   
    Supplemental cash flow data:                
    Income tax payments, net of refunds received     271     (16)  
    Interest paid     928     534  
    XBP Europe Holdings, Inc.
    Schedule 1: Reconciliation of Adjusted EBITDA and constant currency revenues
     
    Reconciliation of Non-GAAP Financial Measures to GAAP Measures  
             
    Non-GAAP constant currency revenue reconciliation      
      Three Months ended March 31,  
    ($ in thousands) 2025
        2024  
    Revenues, as reported (GAAP) 37,673
        38,113  
    Foreign currency exchange impact(1) 766     –  
    Revenues, at constant currency (Non-GAAP) 38,438
        38,113  
             
    Reconciliation of Adjusted EBITDA from Continuing Operations  
                   
        Three Months Ended March 31,     
    (dollars in thousands)     2025
        2024
        
    Net loss from continuing operations   $ (3,855)   $ (858)  
    Income tax expense     762     460  
    Interest expense including related party interest expense, net     1,744     1,436  
    Depreciation and amortization     627     807  
    EBITDA from continuing operations     (722)     1,846  
    Restructuring and related expenses(2)     667     332  
    Foreign exchange losses, net     (71)     752  
    Stock-based compensation expense(3)     3,818     —  
    Changes in fair value of warrant liability     2     (37)  
    Transaction Fees(4)     —     49  
    Adjusted EBITDA from continuing operations   $ 3,694   $ 2,942  

    (1)  Constant currency excludes the impact of foreign currency fluctuations and is computed by applying the average exchange rates for the quarter ended March 31, 2024, to the revenues during the corresponding period in 2025.
    (2)  Adjustment represents costs associated with restructuring, including employee severance and vendor and lease termination costs.
    (3)  Related to accelerated vesting of RSU and stock awards.
    (4)  Represents transaction costs incurred as part of the Business Combination.

    Reconciliation of Adjusted EBITDA from Discontinued Operations              
                 
      Three Months Ended March 31, 
     
    (dollars in thousands) 2025      2024
     
    Net loss from discontinued operations, net of income taxes $ (495)   $ (1,350)  
    Income tax expense   —     —  
    Interest expense, net   14     10  
    Depreciation and amortization   32     150  
    EBITDA from discontinued operations   (449)     (1,190)  
    Foreign exchange losses (gains), net   (359)     80  
    Adjusted EBITDA from discontinued operations $ (808)   $ (1,110)  

    Source: XBP Europe Holdings, Inc.

    The MIL Network –

    May 16, 2025
  • MIL-OSI: South Bow Reports First-quarter 2025 Results and Declares Dividend

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, May 15, 2025 (GLOBE NEWSWIRE) — South Bow Corp. (TSX & NYSE: SOBO) (South Bow or the Company) reports its first-quarter 2025 financial and operational results and provides an update on its 2025 outlook. Unless otherwise noted, all financial figures in this news release are in U.S. dollars.

    Highlights

    Safety and operational performance

    • Recorded first-quarter 2025 throughput of approximately 613,000 barrels per day (bbl/d) on the Keystone Pipeline, with a System Operating Factor (SOF) of 98%, and approximately 726,000 bbl/d on the U.S. Gulf Coast segment of the Keystone Pipeline System.
    • Demonstrated strong project execution, completing construction of the Blackrod Connection Project’s 25-km crude oil and natural gas pipeline segments while achieving excellent safety performance. South Bow remains on schedule to complete the facility work and be ready for in-service in early 2026, with associated cash flows expected to increase through 2027.
    • Subsequent to period end, responded to an oil release at Milepost 171 (MP-171) of the Keystone Pipeline near Fort Ransom, N.D., on April 8, 2025. With approval from the Pipeline and Hazardous Materials Safety Administration (PHMSA), South Bow safely restarted the pipeline late on April 15, 2025 with certain operating pressure restrictions. See “Milepost 171 incident” of this news release.

    Financial performance

    • Demonstrated financial resilience despite significant market volatility, owing to the Company’s highly contracted assets.
      • Generated revenue of $498 million and net income of $88 million ($0.42/share).
      • Recorded normalized earnings before interest, income taxes, depreciation, and amortization (normalized EBITDA)1 of $266 million. Lower demand for uncommitted capacity on South Bow’s pipeline systems resulted in an 8% decrease in normalized EBITDA from the fourth quarter of 2024.
      • Delivered distributable cash flow1 of $151 million.
    • Maintained total long-term debt and net debt1 outstanding of $5.7 billion and $4.9 billion, respectively, during the first quarter of 2025. The Company’s net debt-to-normalized EBITDA ratio1 was 4.6 times as of March 31, 2025.

    Returns to shareholders

    • Declared dividends totalling $104 million or $0.50/share to shareholders during the first quarter of 2025.
    • South Bow’s board of directors approved a quarterly dividend of $0.50/share, payable on July 15, 2025 to shareholders of record at the close of business on June 30, 2025. The dividends will be designated as eligible dividends for Canadian income tax purposes.

    Spinoff activities

    • Implemented South Bow’s new enterprise resource planning system, marking a significant milestone in fully establishing South Bow as an independent company. Exiting the Transition Services Agreement (TSA) with TC Energy Corporation (TC Energy) continues progressing with plans to implement South Bow’s new supervisory control and data acquisition (SCADA) system in the second half of 2025.

    South Bow’s unaudited consolidated interim financial statements and notes (the financial statements), and management’s discussion and analysis (MD&A) as at and for the three months ended March 31, 2025 are available on South Bow’s website at www.southbow.com, under South Bow’s SEDAR+ profile at www.sedarplus.ca, and in South Bow’s filings with the U.S. Securities and Exchange Commission (SEC) at www.sec.gov. The disclosure under the section “Non-GAAP Financial Measures” in South Bow’s MD&A as at and for the three months ended March 31, 2025 is incorporated by reference into this news release.

    ____________________________

    1 Non-GAAP financial measure or ratio that do not have standardized meanings under generally accepted accounting principles (GAAP) and may not be comparable to measures presented by other entities. See “Non-GAAP financial measures” of this news release.

    Financial and operational results

    $ millions, unless otherwise noted Three Months Ended
    Dec. 31, 2024 March 31, 2025 March 31, 2024
    FINANCIAL RESULTS      
    Revenue 488 498 544
    Income from equity investments 12 13 12
    Net income 55 88 112
    Per share 1 0.26 0.42 0.54
    Normalized net income 2 112 98 114
    Per share 1 2 0.54 0.47 0.55
    Normalized EBITDA 2 290 266 298
    Keystone Pipeline System 250 235 277
    Marketing 24 16 9
    Intra-Alberta & Other 16 15 12
    Distributable cash flow 2 183 151 178
    Dividends declared 104 104 —
    Per share 1 0.50 0.50 —
    Capital expenditures 3 28 32 12
    Total long-term debt 4 5,716 5,719 5,924
    Net debt 2 5 4,901 4,910 5,421
    Net debt-to-normalized EBITDA (ratio) 2 6 4.5 4.6 4.8
    Common shares outstanding, weighted average diluted (millions) 7 208.4 208.7 207.6
    Common shares outstanding (millions) 7 208.0 208.2 207.6
           
    OPERATIONAL RESULTS      
    Keystone Pipeline SOF (%) 96 98 96
    Keystone Pipeline throughput (Mbbl/d) 621 613 643
    U.S. Gulf Coast segment of Keystone Pipeline System throughput (Mbbl/d) 8 784 726 779
    Marketlink throughput (Mbbl/d) 615 549 582
    1. Per share amounts, with the exception of dividends, are based on weighted average diluted common shares outstanding.
    2. Non-GAAP financial measure or ratio that do not have standardized meanings and may not be comparable to measures presented by other entities. See “Non-GAAP financial measures” of this news release.
    3. Capital expenditures per the investing activities of the consolidated statements of cash flows of the financial statements.
    4. Total long-term debt at March 31, 2025 and December 31, 2024 includes the Company’s senior unsecured notes and junior subordinated notes. Total long-term debt at March 31, 2024 includes the Company’s long-term debt to affiliates of TC Energy.
    5. Includes 50% equity treatment of South Bow’s junior subordinated notes.
    6. South Bow expects that its net debt-to-normalized EBITDA ratio will increase modestly through the course of 2025 as the Company continues to invest in the Blackrod Connection Project and incur one-time costs of approximately $40 million to $50 million associated with the spinoff from TC Energy (the Spinoff). Consistent with the Company’s outlook on leverage, South Bow anticipates exiting 2025 with a net debt-to-normalized EBITDA ratio of approximately 4.8 times and that the Company will begin reducing its leverage once the Blackrod Connection Project starts generating cash flow in 2026.
    7. The common shares issued on Oct. 1, 2024 have been used for comparative periods, as the Company had no common shares outstanding prior to the Spinoff. For periods prior to Oct. 1, 2024, it is assumed there were no dilutive equity instruments, as there were no equity awards of South Bow outstanding prior to the Spinoff.
    8. Comprises throughput originating in Hardisty, Alta. transported on the Keystone Pipeline, and throughput originating in Cushing, Okla. transported on Marketlink for destination in the U.S. Gulf Coast.

    Milepost 171 incident

    • On April 8, 2025, South Bow responded to an oil release at MP-171 of the Keystone Pipeline near Fort Ransom, N.D., activating emergency response protocols and working closely with regulators, local officials, landowners, and the surrounding community. After receiving approval from PHMSA, South Bow safely restarted the pipeline late on April 15, 2025.
    • PHMSA issued a Corrective Action Order (CAO) requiring South Bow to undertake corrective actions, including operating under pressure restrictions for specific segments of the pipeline. The CAO also requires a root cause failure analysis (RCFA) and metallurgical testing, which independent third parties are currently conducting. South Bow will share the findings of these investigations in the coming months.
    • South Bow is actively monitoring the performance of the Keystone Pipeline to ensure safe and reliable operations and anticipates meeting its contractual throughput commitments under the CAO.
    • South Bow has recovered substantially all released volumes and is progressing towards complete remediation of the site by mid-2025. Environmental remediation costs are largely expected to be recovered through the Company’s insurance policies.
    • South Bow demonstrated its ability to respond quickly and return its assets to service following the incident. A core South Bow value is ‘We Are Safe’ and incident prevention on the Company’s pipeline systems is paramount.
      • The Company’s integrity program is extensive, continuously and proactively incorporates new learnings and technologies, and upholds a commitment to maintaining safe operations.
      • Preliminary remedial actions in response to the MP-171 incident include completion of the RCFA by third-party experts and implementation of its recommendations. South Bow will also work with its suppliers and industry experts to determine the failure mechanism. The Company expects to complete a combination of in-line inspection runs and investigative excavations to further advance its asset integrity and reliability.

    Outlook

    Market outlook

    • Crude oil pipeline capacity in the Western Canadian Sedimentary Basin continues to exceed crude oil supply. As a result, the demand for uncommitted capacity on South Bow’s Keystone Pipeline is expected to remain low in the near term. Additionally, rapidly changing global trade policies, including tariffs, have introduced economic and geopolitical uncertainty, leading to significant volatility in commodity prices and pricing differentials.

    2025 guidance

    • South Bow’s guidance aims to inform readers about Management’s expectations for 2025 financial and operational results. Readers are cautioned that these estimates may not be suitable for any other purpose. See “Forward-looking information and statements” of this news release for additional information regarding factors that could cause actual events to be significantly different from those expected.

    South Bow’s 2025 annual guidance is outlined below:

    $ millions, except percentages 2025 Original Guidance 1 2 2025 Guidance 2 2025 YTD Actuals
    Normalized EBITDA 1,010 +/- 3% 1,010 +1% / -2% 266
    Interest expense 325 +/- 2% 325 +/- 2% 83
    Effective tax rate (%) 23% – 24% 23% – 24% 23%
    Distributable cash flow 535 +/- 3% 535 +/- 3% 151
    Capital expenditures      
    Growth 110 +/- 3% 110 +/- 3% 48
    Maintenance 3 65 +/- 3% 65 +/- 3% 13
    1. See South Bow’s March 5, 2025 news release “South Bow Reports Fourth-quarter and Year-end 2024 Results, Provides 2025 Outlook, and Declares Dividend”, available on South Bow’s website at www.southbow.com, under South Bow’s SEDAR+ profile at www.sedarplus.ca, and in South Bow’s filings with the SEC at www.sec.gov.
    2. Assumes average foreign exchange rate of C$/U.S.$1.4286.
    3. Maintenance capital expenditures are generally recoverable through South Bow’s tolling arrangements.
      • South Bow is reaffirming its outlook for normalized EBITDA of approximately $1.01 billion in 2025, underpinned by the Company’s highly contracted cash flows and structural demand for services, including solid financial performance in the first quarter of 2025. Approximately 90% of South Bow’s normalized EBITDA is secured through committed arrangements, which carry minimal commodity price or volumetric risk.
        • With market fundamentals and policy uncertainty expected to persist in the near term, and South Bow’s operational priorities in response to the MP-171 incident, the Company believes that any potential financial contributions from uncommitted capacity on the Keystone Pipeline will be limited in the near term. Accordingly, the Company is reducing the upper end of its normalized EBITDA guidance of $1.01 billion to 1%, and is increasing the lower end to -2% due to strong first-quarter 2025 performance.
        • The findings of the RCFA and South Bow’s next steps in response to the MP-171 incident may further impact the Company’s financial and operational outlook for 2025.
      • Normalized EBITDA for the second quarter of 2025 is expected to be approximately 7% to 8% lower than first-quarter 2025 normalized EBITDA of $266 million, with a reduced outlook for South Bow’s Marketing segment as the Company realizes losses associated with certain positions that were unwound in early 2025 in the face of pricing volatility. Additional losses associated with these positions will be recognized in the third and fourth quarters of 2025.

    Capital allocation priorities

    • South Bow takes a disciplined approach to capital allocation to preserve optionality and maximize total shareholder returns over the long term. The Company’s capital allocation priorities are built on a foundation of financial strength and supported by South Bow’s stable, predictable cash flows. South Bow’s capital allocation priorities include:
      • paying a sustainable base dividend;
      • strengthening the Company’s investment-grade financial position; and
      • leveraging existing infrastructure within South Bow’s strategic corridor to offer customers competitive connections and enhanced optionality.

    Conference call and webcast details

    South Bow’s senior leadership will host a conference call and webcast to discuss the Company’s first-quarter 2025 results on May 16, 2025 at 8 a.m. MT (10 a.m. ET).

    Register ahead of time to receive a unique PIN to access the conference call via telephone. Once registered, participants can dial into the conference call from their telephone via the unique PIN or click on the “Call Me” option to receive an automated call directly on their telephone.

    Visit www.southbow.com/investors for the replay following the event.

    Non-GAAP financial measures

    In this news release, South Bow references certain non-GAAP financial measures and ratios that do not have standardized meanings under GAAP and may not be comparable to similar measures presented by other entities. These non-GAAP measures include or exclude adjustments to the composition of the most directly comparable GAAP measures. Management considers these non-GAAP financial measures and non-GAAP ratios to be important in evaluating and understanding the operational performance and liquidity of South Bow. These non-GAAP measures and non-GAAP ratios should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP.

    South Bow’s non-GAAP financial measures and non-GAAP ratios include:

    • normalized EBITDA;
    • normalized net income;
    • normalized net income per share;
    • distributable cash flow;
    • net debt; and
    • net debt-to-normalized EBITDA ratio.

    These measures and ratios are further described below, with a reconciliation to their most directly comparable GAAP measure.

    Normalizing items

    Normalized measures are, or include, non-GAAP financial measures and ratios and include normalized EBITDA, normalized net income, normalized net income per share, distributable cash flow, and net debt-to-normalized EBITDA ratio. Management uses these normalized measures to assess the financial performance of South Bow’s operations and compare period-over-period results. During certain reporting periods, the Company may incur costs that are not indicative of core operations or results. These normalized measures represent income (losses), adjusted for specific normalizing items that are believed to be significant; however, they are not reflective of South Bow’s underlying operations in the period.

    These specific items include gains or losses on sales of assets or assets held for sale, unrealized fair value adjustments related to risk management activities, tariff charges, acquisition, integration, and restructuring costs, and other charges, including but not limited to, impairment, contractual costs, and settlements.

    South Bow excludes the unrealized fair value adjustments related to risk management activities, as these represent the changes in the fair value of derivatives, but do not accurately reflect the gains and losses that will be realized at settlement and impact income. Therefore, South Bow does not consider them reflective of the Company’s underlying operations, despite providing effective economic hedges. Realized gains and losses on grade financial contracts are adjusted to improve comparability, as they settle in a subsequent period to the underlying transaction they are hedged against.

    Separation costs relate to internal costs and external fees incurred specific to the Spinoff. These items have been excluded from normalized measures, as Management does not consider them reflective of ongoing operations and they are non-recurring in nature.

    South Bow excludes tariff charges as they are not reflective of ongoing business conducted by the Company and are subject to uncertainty.

    Normalized EBITDA

    Normalized EBITDA is used as a measure of earnings from ongoing operations. Management uses this measure to monitor and evaluate the financial performance of the Company’s operations and to identify and evaluate trends. This measure is useful for investors as it allows for a more accurate comparison of financial performance of the Company across periods for ongoing operations. Normalized EBITDA represents income before income taxes, adjusted for the normalizing items, in addition to excluding charges for depreciation and amortization, interest expense, and interest income.

    The following table reconciles income (loss) before income taxes to normalized EBITDA for the indicated periods:

    $ millions Three Months Ended
    Dec. 31, 2024   March 31, 2025   March 31, 2024  
    Income before income taxes 72   114   146  
    Adjusted for specific items:      
    Depreciation and amortization 62   62   61  
    Interest expense 84   83   94  
    Interest income and other 28   (6 ) (7 )
    Risk management instruments 57   6   —  
    Keystone variable toll disputes (3 ) —   —  
    Milepost 14 (MP-14) costs 4   —   —  
    Separation costs (1 ) 3   4  
    Tariff charges —   1   —  
    Keystone XL costs and other (13 ) 3   —  
    Normalized EBITDA 290   266   298  

    The following table reconciles income (loss) before income taxes to normalized EBITDA by operating segment for the indicated periods:

    $ millions Three Months Ended Dec. 31, 2024
    Keystone Pipeline
    System
      Marketing   Intra-Alberta &
    Other
      Total  
    Income (loss) before income taxes 205   (32 ) (101 ) 72  
    Adjusted for specific items:        
    Depreciation and amortization 59   —   3   62  
    Interest expense (1 ) —   85   84  
    Interest income and other (1 ) (1 ) 30   28  
    Risk management instruments —   57   —   57  
    Keystone variable toll disputes (3 ) —   —   (3 )
    MP-14 costs 4   —   —   4  
    Separation costs —   —   (1 ) (1 )
    Keystone XL costs and other (13 ) —   —   (13 )
    Normalized EBITDA 250   24   16   290  
    $ millions Three Months Ended March 31, 2025
    Keystone Pipeline
    System
      Marketing Intra-Alberta &
    Other
      Total  
    Income (loss) before income taxes 175   9 (70 ) 114  
    Adjusted for specific items:        
    Depreciation and amortization 59   — 3   62  
    Interest expense —   — 83   83  
    Interest income and other (2 ) — (4 ) (6 )
    Risk management instruments —   6 —   6  
    Separation costs —   — 3   3  
    Tariff charges —   1 —   1  
    Keystone XL costs and other 3   — —   3  
    Normalized EBITDA 235   16 15   266  
    $ millions Three Months Ended March 31, 2024
    Keystone Pipeline
    System
      Marketing   Intra-Alberta &
    Other
      Total  
    Income (loss) before income taxes 218   9   (81 ) 146  
    Adjusted for specific items:        
    Depreciation and amortization 60   —   1   61  
    Interest expense 1   1   92   94  
    Interest income and other (2 ) (1 ) (4 ) (7 )
    Separation costs —   —   4   4  
    Normalized EBITDA 277   9   12   298  


    Normalized net income and normalized net income per share

    Normalized net income represents net income adjusted for the normalizing items described above and is used by Management to assess the earnings that are representative of South Bow’s operations. By adjusting for non-recurring items and other factors that do not reflect the Company’s ongoing performance, normalized net income provides a clearer picture of the Company’s continuing operations. This measure is particularly useful for investors as it allows for a more accurate comparison of financial performance and trends across different periods. On a per share basis, normalized net income is derived by dividing the normalized net income by the weighted average common shares outstanding at the end of the period. Management believes this per share measure is valuable for investors as it provides insight into South Bow’s profitability on a per share basis, assisting in evaluating the Company’s performance.

    The following table reconciles net income to normalized net income for the indicated periods:

    $ millions, except common shares outstanding and per share amounts Three Months Ended
    Dec. 31, 2024   March 31, 2025   March 31, 2024  
    Net income 55   88   112  
    Adjusted for specific items:      
    Risk management instruments 57   6   —  
    Keystone variable toll disputes (3 ) —   —  
    MP-14 costs 4   —   —  
    Separation costs 27   3   4  
    Tariff charges —   1   —  
    Keystone XL costs and other (13 ) 3   —  
    Tax effect of the above adjustments (15 ) (3 ) (2 )
    Normalized net income 112   98   114  
    Common shares outstanding, weighted average diluted (millions) 208.4   208.7   207.6  
    Normalized net income per share 0.54   0.47   0.55  


    Distributable cash flow

    Distributable cash flow is used to assess the cash generated through business operations that can be used for South Bow’s capital allocation decisions, helping investors understand the Company’s cash-generating capabilities and its potential for returning value to shareholders. Distributable cash flow is based on income before income taxes, adjusted for depreciation and amortization, interest income and other, the normalizing items discussed above, and further adjusted for specific items, including income and distributions from the Company’s equity investments, maintenance capital expenditures, which are capitalized and generally recoverable through South Bow’s tolling arrangements, and current income taxes.

    The following table reconciles income before income taxes to distributable cash flow for the indicated periods:

    $ millions Three Months Ended
    Dec. 31, 2024   March 31, 2025   March 31, 2024  
    Income before income taxes 72   114   146  
    Adjusted for specific items:      
    Depreciation and amortization 62   62   61  
    Interest income and other 28   (6 ) (7 )
    Normalizing items, net of tax 1 34   10   3  
    Income from equity investments (12 ) (13 ) (12 )
    Distributions from equity investments 20   19   20  
    Maintenance capital expenditures 2 (15 ) (13 ) (4 )
    Current income tax recovery (expense) (6 ) (22 ) (29 )
    Distributable cash flow 183   151   178  
    1. Normalizing items per normalized EBITDA reconciliation, net of tax.
    2. Maintenance capital expenditures are generally recoverable through South Bow’s tolling arrangements.


    Net debt and net debt-to-normalized EBITDA ratio

    Net debt is used as a key leverage measure to assess and monitor South Bow’s financing structure, providing an overview of the Company’s long-term debt obligations, net of cash and cash equivalents. Management believes this measure is useful for investors as it offers insights into the Company’s financial health and its ability to manage and service its debt obligations. Net debt is defined as the sum of total long-term debt with 50% treatment of the Company’s junior subordinated notes, operating lease liabilities, and dividends payable, less cash and cash equivalents, per the Company’s consolidated balance sheets.

    Net debt-to-normalized EBITDA ratio is used to monitor South Bow’s leverage position relative to its normalized EBITDA for the trailing four quarters. This ratio provides investors with insight into the Company’s ability to service its long-term debt obligations relative to its operational performance. A lower ratio indicates stronger financial health and greater capacity to meet its debt obligations.

    $ millions, except ratios Dec. 31, 2024   March 31, 2025   March 31, 2024  
    Long-term debt to affiliates of TC Energy         —           —           5,924  
    Senior unsecured notes         4,629           4,632           —  
    Junior subordinated notes         1,087           1,087           —  
    Total long-term debt         5,716           5,719           5,924  
    Adjusted for:      
    Hybrid treatment for junior subordinated notes 1         (544 )         (544 )         —  
    Operating lease liabilities         22           21           19  
    Dividends payable         104           104           —  
    Cash and cash equivalents         (397 )         (390 )         (522 )
    Net debt         4,901           4,910           5,421  
           
    Normalized EBITDA for the trailing four quarters         1,091           1,059           1,136  
    Net debt-to-normalized EBITDA (ratio) 4.5   4.6   4.8  
    1. Includes 50% equity treatment of South Bow’s junior subordinated notes.

    Forward-looking information and statements

    This news release contains certain forward-looking statements and forward-looking information (collectively, forward-looking statements), including forward-looking statements within the meaning of the “safe harbor” provisions of applicable securities legislation, that are based on South Bow’s current expectations, estimates, projections, and assumptions in light of its experience and its perception of historical trends. All statements other than statements of historical facts may constitute forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as, “anticipate”, “will”, “expect”, “estimate”, “potential”, “future”, “outlook”, “strategy”, “maintain”, “ongoing”, “intend”, and similar expressions suggesting future events or future performance.

    In particular, this news release contains forward-looking statements, including certain financial outlooks, pertaining to, without limitation, the following: South Bow’s corporate vision and strategy, including its strategic priorities, its satisfaction thereof, and outlook; the Blackrod Connection Project, including in-service dates, and costs thereof; PHMSA approvals and completion of the CAO; expected interest expense and tax rate; expected capital expenditures; expected dividends; expected one-time costs relating to the Spinoff; expected shareholder returns and asset returns; demand for uncommitted capacity on the Keystone System; treatment under current and future regulatory regimes, including those relating to taxes, tariffs, and the environment; South Bow’s financial guidance for 2025 and beyond, including 2025 normalized EBITDA, 2025 interest expense, 2025 distributable cash flow, and 2025 capital expenditures; South Bow’s financial strength and flexibility; expected exit of the TSA and implementation of the SCADA system; expected receipt and sharing of investigative, root cause, and failure mechanism findings related to the MP-171 incident; expected ability to meet contractual throughput commitments on the Keystone Pipeline under the CAO; expectation that South Bow will ensure safe and reliable operations on the Keystone Pipeline; expected timing for the remediation of the MP-171 incident; potential financial contributions from uncommitted capacity on the Keystone Pipeline System; and impacts of the findings of the RCFA and response to the MP-171 incident on the financial and operational outlook.

    The forward-looking statements are based on certain assumptions that South Bow has made in respect thereof as of the date of this news release regarding, among other things: oil and gas industry development activity levels and the geographic region of such activity; that favourable market conditions exist and that South Bow has and will have available capital to fund its capital expenditures and other planned spending; prevailing commodity prices, interest rates, inflation levels, carbon prices, tax rates, and exchange rates; the ability of South Bow to maintain current credit ratings; the availability of capital to fund future capital requirements; future operating costs; asset integrity costs; that all required regulatory and environmental approvals can be obtained on the necessary terms in a timely manner; and prevailing regulatory, tax, and environmental laws and regulations.

    Although South Bow believes the assumptions and other factors reflected in these forward-looking statements are reasonable as of the date hereof, there can be no assurance that these assumptions and factors will prove to be correct and, as such, forward-looking statements are not guarantees of future performance. Forward-looking statements are subject to a number of known and unknown risks and uncertainties that could cause actual events or results to differ materially, including, but not limited to: the regulatory environment and related decisions and requirements; the impact of competitive entities and pricing; reliance on third parties to successfully operate and maintain certain assets; the strength and operations of the energy industry; weakness or volatility in commodity prices; non-performance or default by counterparties; actions taken by governmental or regulatory authorities; the ability of South Bow to acquire or develop and maintain necessary infrastructure; fluctuations in operating results; adverse general economic and market conditions; the ability to access various sources of debt and equity capital on acceptable terms; and adverse changes in credit. The foregoing list of assumptions and risk factors should not be construed as exhaustive. For additional information on the assumptions made, and the risks and uncertainties which could cause actual results to differ from the results implied by forward-looking statements, refer to South Bow’s annual information form dated March 5, 2025, available under South Bow’s SEDAR+ profile at www.sedarplus.ca and, from time to time, in South Bow’s public disclosure documents, available on South Bow’s website at www.southbow.com, under South Bow’s SEDAR+ profile at www.sedarplus.ca, and in South Bow’s filings with the SEC at www.sec.gov.

    Management approved the financial outlooks contained in this news release, including 2025 normalized EBITDA, 2025 interest expense, 2025 distributable cash flow, and 2025 capital expenditures as of the date of this news release. The purpose of these financial outlooks is to inform readers about Management’s expectations for the Company’s financial and operational results in 2025, and such information may not be appropriate for other purposes.

    The forward-looking statements contained in this news release speak only as of the date hereof. South Bow does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws. All forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

    About South Bow

    South Bow safely operates 4,900 kilometres (3,045 miles) of crude oil pipeline infrastructure, connecting Alberta crude oil supplies to U.S. refining markets in Illinois, Oklahoma, and the U.S. Gulf Coast through our unrivalled market position. We take pride in what we do – providing safe and reliable transportation of crude oil to North America’s highest demand markets. Based in Calgary, Alberta, South Bow is the spinoff company of TC Energy, with Oct. 1, 2024 marking South Bow’s first day as a standalone entity. To learn more, visit www.southbow.com.

    Contact information

    Investor Relations

    Martha Wilmot                                             
    investor.relations@southbow.com
    Media Relations

    Solomiya Lyaskovska
    communications@southbow.com

    The MIL Network –

    May 16, 2025
  • MIL-OSI: South Bow Announces Approval of Resolutions at Annual General Meeting of Shareholders

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, May 15, 2025 (GLOBE NEWSWIRE) — South Bow Corp. (TSX & NYSE: SOBO) (South Bow or the Company) announces that its shareholders approved all resolutions at the Company’s annual general meeting held on May 15, 2025 (the Meeting).

    During the business proceedings of the Meeting, South Bow’s shareholders approved the following resolutions:

    1. Resolution to appoint 11 board members, with 96.51% to 99.83% of shares represented at the Meeting voting in favour of the individual directors as follows:

    Director Votes in Favour (%) Votes Against (%)
    Hal Kvisle 96.51 3.49
    Chansoo Joung 99.76 0.24
    George Lewis 99.83 0.17
    Leonard Mallett 99.78 0.22
    Robert (Bob) G. Phillips 99.78 0.22
    Sonya Reed 99.74 0.26
    Shannon Ryhorchuk 99.81 0.19
    Mary Pat Salomone 98.69 1.31
    Frances M. Vallejo 99.77 0.23
    Don Wishart 99.78 0.22
    Bevin Wirzba 99.82 0.18
         

    2. Resolution to appoint KPMG LLP as the Company’s auditors, with 99.76% of the shares represented at the Meeting voting in favour of the resolution.

    3. Resolution to accept South Bow’s approach to executive compensation, as disclosed in the Company’s management information circular dated March 27, 2025, with 95.95% of the shares represented at the Meeting voting in favour of the resolution.

    About South Bow

    South Bow safely operates 4,900 kilometres (3,045 miles) of crude oil pipeline infrastructure, connecting Alberta crude oil supplies to U.S. refining markets in Illinois, Oklahoma, and the U.S. Gulf Coast through our unrivalled market position. We take pride in what we do – providing safe and reliable transportation of crude oil to North America’s highest demand markets. Based in Calgary, Alberta, South Bow is the spinoff company of TC Energy, with Oct. 1, 2024 marking South Bow’s first day as a standalone entity. To learn more, visit www.southbow.com.

    Contact information

    Investor Relations
    Martha Wilmot
    investor.relations@southbow.com
                    Media Relations
    Solomiya Lyaskovska
    communications@southbow.com
         

    The MIL Network –

    May 16, 2025
←Previous Page
1 … 969 970 971 972 973 … 2,663
Next Page→
NewzIntel.com

NewzIntel.com

MIL Open Source Intelligence

  • Blog
  • About
  • FAQs
  • Authors
  • Events
  • Shop
  • Patterns
  • Themes

Twenty Twenty-Five

Designed with WordPress