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WARREN, N.J., Feb. 14, 2025 (GLOBE NEWSWIRE) -- Ryan Saadi, MD, MPH, Founder and CEO of Tevogen Bio (“Tevogen Bio Holdings Inc.” or “Company”) (Nasdaq: TVGN ), a clinical-stage specialty immunotherapy biotech company, reaffirms his commitment to preserving equity for shareholders. Amid ongoing discussions about financing approaches in the biotech sector, Dr. Saadi emphasizes his distinct strategy, which prioritizes efficiency, asset ownership, and a path to revenue.

“I’m not opposed to the concept of equity financing, I believe that preserving equity is fundamental to preserving a Founder’s vision,” said Ryan Saadi, Founder and CEO of Tevogen Bio. “From a practical standpoint, it’s simply not relevant to us when you consider the following:

• Strong Asset Base: Tevogen Bio believes its assets are valued in the billions. This value is not reflected on Tevogen’s balance sheet as internally developed intangible assets are generally not permitted to be capitalized as per US GAAP.
• Operational Efficiency: Tevogen Bio’s market cap per employee is approximately 600% higher than the industry according to Mr. Damodaran at the Stern School of Business at NYU .
• Self-Sustaining Financing Strategy: While Tevogen may secure funds between now and when it starts generating revenue, it has multiple avenues to do so without selling equity.
  

Regarding the company:

• Tevogen’s true value will become more widely recognized as awareness grows.
• The best way to gain TVGN shares is through employment, as every employee is also a shareholder.
• Tevogen’s business model challenges traditional biotech financing norms to ensure long-term sustainability.
• The company remains committed to making advanced immunotherapies accessible and affordable.

About Tevogen Bio

Tevogen Bio is a clinical-stage specialty immunotherapy company harnessing one of nature’s most powerful immunological weapons, CD8+ cytotoxic T lymphocytes, to develop off-the-shelf, genetically unmodified precision T cell therapies to treat infectious disease and cancers, aiming to address the significant unmet needs of large patient populations. Tevogen Bio leadership believes that sustainability and commercial success in the current era of healthcare rely on ensuring patient accessibility through advanced science and innovative business models. Tevogen Bio has reported positive safety data from its proof-of-concept clinical trial, and its key intellectual property assets are wholly owned by the company, not subject to any third-party licensing agreements. These assets include three granted patents, nine pending US and twelve ex-US pending patents, two of which are related to artificial intelligence.

Tevogen Bio is driven by a team of highly experienced industry leaders and distinguished scientists with drug development and global product launch experience. Tevogen Bio’s leadership believes that accessible personalized therapeutics are the next frontier of medicine, and that disruptive business models are required to sustain medical innovation.

Forward Looking Statements

This press release contains certain forward-looking statements, including without limitation statements relating to: expectations regarding the healthcare and biopharmaceutical industries; Tevogen’s development of, the potential benefits of, and patient access to its product candidates for the treatment of infectious diseases and cancer; Tevogen’s plans to expand its efforts in artificial intelligence; Tevogen’s ability to develop additional product candidates; Tevogen’s use of funds from the grant; and the potential receipt of additional future grants. Forward-looking statements can sometimes be identified by words such as “may,” “could,” “would,” “expect,” “anticipate,” “possible,” “potential,” “goal,” “opportunity,” “project,” “believe,” “future,” and similar words and expressions or their opposites. These statements are based on management’s expectations, assumptions, estimates, projections and beliefs as of the date of this press release and are subject to a number of factors that involve known and unknown risks, delays, uncertainties and other factors not under the company’s control that may cause actual results, performance or achievements of the company to be materially different from the results, performance or other expectations expressed or implied by these forward-looking statements.

Factors that could cause actual results, performance, or achievements to differ from those expressed or implied by forward-looking statements include, but are not limited to: that Tevogen will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; the effect of the recent business combination with Semper Paratus Acquisition Corporation (the “Business Combination”) on Tevogen’s business relationships, operating results, and business generally; the outcome of any legal proceedings that may be instituted against Tevogen; changes in the markets in which Tevogen competes, including with respect to its competitive landscape, technology evolution, or regulatory changes; changes in domestic and global general economic conditions; the risk that Tevogen may not be able to execute its growth strategies or may experience difficulties in managing its growth and expanding operations; the risk that Tevogen may not be able to develop and maintain effective internal controls; costs related to the Business Combination and the failure to realize anticipated benefits of the Business Combination; the failure to achieve Tevogen’s commercialization and development plans and identify and realize additional opportunities, which may be affected by, among other things, competition, the ability of Tevogen to grow and manage growth economically and hire and retain key employees; the risk that Tevogen may fail to keep pace with rapid technological developments to provide new and innovative products and services or make substantial investments in unsuccessful new products and services; the ability to develop, license or acquire new therapeutics; that Tevogen will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; the risk of regulatory lawsuits or proceedings relating to Tevogen’s business; uncertainties inherent in the execution, cost, and completion of preclinical studies and clinical trials; risks related to regulatory review, approval and commercial development; risks associated with intellectual property protection; Tevogen’s limited operating history; and those factors discussed or incorporated by reference in Tevogen’s Annual Report on Form 10-K and subsequent filings with the SEC.

You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Tevogen undertakes no obligation to update any forward-looking statements, except as required by applicable law.

Contacts

Tevogen Bio Communications

T: 1 877 TEVOGEN, Ext 701

[email protected]

Mooresville, NC, Feb. 14, 2025 (GLOBE NEWSWIRE) -- Fundamental Global Inc. (Nasdaq: FGF) (the “Company” or "Fundamental Global") today announced that it has declared a quarterly cash dividend on its 8.00% Cumulative Preferred Stock, Series A (the “Preferred Stock”), for the period commencing on December 15, 2024, and ending on March 14, 2025.

In accordance with the terms of the Preferred Stock, the board of directors of the Company declared a Preferred Stock cash dividend of $0.50 per share for the period commencing on December 15, 2024, and ending on March 14, 2025. The dividend is payable on March 17, 2025, to holders of record on March 3, 2025. The Preferred Stock is currently listed on the Nasdaq Stock Market and trades under the ticker symbol “FGFPP”.

Fundamental Global Inc.

Fundamental Global Inc. (Nasdaq: FGF, FGFPP) and its subsidiaries engage in diverse business activities including reinsurance, asset management, merchant banking, and managed services.

The FG ^® logo and Fundamental Global ^® are registered trademarks of Fundamental Global LLC.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are therefore entitled to the protection of the safe harbor provisions of these laws. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “budget,” “can,” “contemplate,” “continue,” “could,” “envision,” “estimate,” “expect,” “evaluate,” “forecast,” “goal,” “guidance,” “indicate,” “intend,” “likely,” “may,” “might,” “outlook,” “plan,” “possibly,” “potential,” “predict,” “probable,” “probably,” “pro-forma,” “project,” “seek,” “should,” “target,” “view,” “will,” “would,” “will be,” “will continue,” “will likely result” or the negative thereof or other variations thereon or comparable terminology. In particular, discussions and statements regarding the Company’s future business plans and initiatives are forward-looking in nature. We have based these forward-looking statements on our current expectations, assumptions, estimates, and projections. While we believe these to be reasonable, such forward-looking statements are only predictions and involve a number of risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results, performance, or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements, and may impact our ability to implement and execute on our future business plans and initiatives. Management cautions that the forward-looking statements in this release are not guarantees of future performance, and we cannot assume that such statements will be realized or the forward-looking events and circumstances will occur. Factors that might cause such a difference include, without limitation: risks associated with our inability to identify and realize business opportunities, and the undertaking of any new such opportunities; our lack of operating history or established reputation in the reinsurance industry; our inability to obtain or maintain the necessary approvals to operate reinsurance subsidiaries; risks associated with operating in the reinsurance industry, including inadequately priced insured risks, credit risk associated with brokers we may do business with, and inadequate retrocessional coverage; our inability to execute on our equity holdings and asset management strategy, including our strategy to invest in the risk capital of special purpose acquisition companies (SPACs); our ability to maintain and expand our revenue streams including our digital cinema products and installation services; potential interruptions of supplier relationships or higher prices charged by suppliers; our ability to successfully compete and introduce enhancements and new features that achieve market acceptance and that keep pace with technological developments; our ability to maintain our d reputation and retain or replace significant customers; the potential impact of a challenging global economic environment or a downturn in the markets; the effects of economic, public health, and political conditions that impact business and consumer confidence and spending, including rising interest rates, periods of heightened inflation and market instability; potential loss of value of equity holdings; risk of becoming an investment company; fluctuations in our short-term results as we implement our business strategies; risks of being unable to attract and retain qualified management and personnel to implement and execute on our business and growth strategy; failure of our information technology systems, data breaches and cyber-attacks; our ability to establish and maintain an effective system of internal controls;; the requirements of being a public company and losing our status as a smaller reporting company or becoming an accelerated filer; any potential conflicts of interest or different interests between us and our stockholders; potential conflicts of interest between us and our directors and executive officers; risks associated with our related party transactions and equity holdings; and risks associated with our investments in SPACs, including the failure of any such SPAC to complete its initial business combination. Our expectations and future plans and initiatives may not be realized. If one of these risks or uncertainties materializes, or if our underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected. You are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements are made only as of the date hereof and do not necessarily reflect our outlook at any other point in time. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect new information, future events or developments.

Investor Contact:

[email protected]

EAGLE, Idaho, Feb. 14, 2025 (GLOBE NEWSWIRE) -- The Pennant Group, Inc. (NASDAQ: PNTG), the parent company of operating subsidiaries that provide home health, hospice and senior living services, announced today that it expects to issue its fourth quarter and full year 2024 financial results on Thursday, February 27, 2025.

Pennant invites current and prospective investors to tune into a live webcast to be held the following day, Friday, February 28, 2025, at 10:00 a.m. Mountain Time (12:00 p.m. Eastern Time), during which Pennant’s management will discuss its fourth quarter and full year results.

To listen to the webcast, or to view any financial or other statistical information required by SEC Regulation G, please visit the Investor Relations section of our website at http://investor.pennantgroup.com. The webcast will be recorded and will be available for replay via the website until 5:00 p.m. Mountain Time on February 27, 2026.

About Pennant

The Pennant Group, Inc. is a holding company of independent operating subsidiaries that provide healthcare services through home health and hospice agencies and senior living communities located throughout Arizona, California, Colorado, Idaho, Montana, Nevada, Oklahoma, Oregon, Texas, Utah, Washington, Wisconsin and Wyoming. Each of these businesses is operated by a separate, independent operating subsidiary that has its own management, employees and assets. More information about Pennant is available at www.pennantgroup.com .

Contact

The Pennant Group, Inc.
(208) 506-6100
[email protected]

SOURCE: The Pennant Group, Inc.

MIAMI — LONDON, U.K. — ATHENS, Greece , Feb. 14, 2025 (GLOBE NEWSWIRE) -- MGO Global Inc. (Nasdaq: MGOL), a digitally-native, lifestyle brand portfolio company, (“MGO,” "MGO Global” or the “Company”), and Heidmar, Inc. , a global commercial and pool management business serving the drybulk, crude oil and refined petroleum product tanker market ("Heidmar") via an asset light business model, today jointly announced that MGO stockholders approved the previously announced proposed business combination (the “Business Combination”) with Heidmar, Inc. at MGO’s Special General Meeting of Stockholders (the “Special Meeting”) held this morning, February 14, 2025.

Following the closing of the Business Combination (the “Closing”), which is expected to occur next week, the combined company will operate under the name Heidmar Maritime Holdings Corporation (“Holdings”) and its ordinary shares are expected to trade on The Nasdaq Capital Market under the ticker symbol “HMR”. The new CUSIP number for Holdings’ ordinary shares will be Y3130D101. Until the Closing is consummated, MGO’s shares of common stock shall continue to trade on The Nasdaq Capital Market under the ticker symbol “MGOL”.

Maximiliano Ojeda, Co-Founder, Chairman and CEO of MGO Global, stated, “On behalf of MGO’s Board of Directors, I’d like to thank our Company’s stockholders who voted and for their near unanimous approval of the business combination with Heidmar. The approval of this transaction by our shareholders marks a significant milestone in the year-long effort that we embarked upon with Heidmar beginning in early 2024. We are thrilled that we are moving towards satisfying all of the customary closing conditions with the expectation that this transaction will be completed next week. As a result, we look forward to our fellow MGO stockholders having the opportunity to materially benefit from the anticipated future success of Heidmar.”

MGO stockholders of record as of December 18, 2024 considered and approved the adoption of the Business Combination Agreement, dated June 18, 2024 (as amended on December 17, 2024 and January 31, 2025, the “Business Combination Agreement”), among Holdings, MGO, Heidmar Inc., a Marshall Islands corporation (“Heidmar”), HMR Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Holdings (“Merger Sub”), and Rhea Marine Ltd. and Maistros Shipinvest Corp. (together, the “Heidmar Shareholders”), pursuant to which MGO, Merger Sub, Holdings, Heidmar and Heidmar Shareholders is expected to complete the Business Combination involving the following transactions (collectively, the “Business Combination”):

The final voting results from the Special Meeting will be made available in a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission later today.

Advisors

Maxim Group LLC is serving as the exclusive financial advisor to MGO in connection with the Merger and Seaborne Capital Advisors is serving as exclusive financial advisor to Heidmar. Sichenzia Ross Ference Carmel, LLP is serving as legal counsel to MGO and Seward & Kissel LLP is serving as legal counsel to Heidmar and Holdings.

About Heidmar, Inc.

Celebrating its 40 ^th anniversary in 2024, Heidmar is an Athens based, first-class commercial and pool management business servicing the crude and product tanker market and is committed to safety, performance, relationships and transparency. With operations in Athens, London, Singapore, Chennai, Hong Kong and Dubai, Heidmar has a reputation as a reliable and responsible partner with a goal of maximizing our customers' profitability. Heidmar seeks to offer vessel owners a "one stop" solution for all maritime services in the crude oil, refined petroleum products and dry bulk shipping sectors. Heidmar believes its unique asset light business model and extensive experience in the maritime industry allows the Company to achieve premier market coverage and utilization, as well as provide customers in the sector with seamless commercial transportation services. For more information, please visit www.heidmar.com .

About MGO Global Inc.

MGO Global is actively engaged in building a portfolio of independent, digitally native, lifestyle brands, which are unique and differentiated, yet all defined by distinctive, high-quality products and a shared commitment to delivering high-touch customer experiences across its ecommerce and wholesale channels. MGO is currently comprised of two business units: Americana Liberty, which markets a growing, high-end line of thoughtfully curated home and outdoor products, including Stand Flagpoles ; and MGO Digital, which leverages data analytics, advanced technology-enabled marketing and our leadership's industry relationships and expertise to identify, incubate and introduce to market new, authentic lifestyle brand concepts. For more information on MGO, please visit www.mgoglobalinc.com .

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Holdings, MGO and Heidmar. All statements other than statements of historical facts contained in this press release, including statements regarding Holdings's, MGO Global's or Heidmar's future results of operations and financial position, Holdings's, MGO's and Heidmar's business strategy, prospective costs, timing and likelihood of success, plans and objectives of management for future operations, future results of current and anticipated operations of Holdings, MGO and Heidmar, and the expected value of the combined company after the transactions, are forward-looking statements. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, but not limited to, the following risks relating to the proposed transaction: the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement; the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of MGO's securities; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement; the inability to complete the transactions contemplated by the transaction agreement, including due to failure to obtain approval of the stockholders of MGO or other conditions to closing in the transaction agreement; the inability to obtain or maintain the listing of Holdings ordinary shares on Nasdaq following the transaction; the risk that the transactions disrupt current plans and operations of MGO as a result of the announcement and consummation of the transactions; the ability to recognize the anticipated benefits of the transactions, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth economically and hire and retain key employees; costs related to the transactions; changes in applicable laws or regulations; the possibility that Holdings, Heidmar or MGO may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties to be identified in the proxy statement/prospectus (when available) relating to the transactions, including those under "Risk Factors" therein, and in other filings with the SEC made by Holdings and MGO. Moreover, Holdings, Heidmar and MGO operate in very competitive and rapidly changing environments. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond Holdings's, Heidmar's and MGO's control, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and except as required by law, Holdings, Heidmar and MGO assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of Holdings, Heidmar or MGO gives any assurance that either Heidmar or MGO or Holdings will achieve its expectations.

CONTACT INFORMATION:

NEW YORK and KUALA LUMPUR, Malaysia, Feb. 14, 2025 (GLOBE NEWSWIRE) -- Treasure Global Inc. (NASDAQ: TGL) (“Treasure Global” or the “Company”), a leading e-commerce platform operator, today announced its financial results for the second quarter ended December 31, 2024.

Key Financial Highlights

• Revenue for the second quarter was $0.30 million, a 46% increase from $0.21 million in the first quarter of fiscal 2025. However, on a year-on-year basis, revenue declined 96% from $6.71 million in Q2 2024.
• Gross profit was $0.22 million, up 30% from $0.17 million in Q1 2025. The gross profit margin stood at 74.0%, compared to 83% in Q1 2025 and 5.0% in Q2 2024.
• Operational loss was $0.69 million, an improvement from $1.09 million in Q2 2024, representing a 36% reduction.
• Net loss narrowed to $0.23 million, compared to $0.95 million in Q1 2025 and $1.20 million in Q2 2024, reflecting 76% and 81% improvements, respectively.
• Loss per share was $0.01, compared to $0.35 in Q1 2025 and $2.22 in Q2 2024.

Management Commentary

“Our second-quarter results reflect the continued execution of our strategy to enhance profitability efficiency,” said Carlson Thow, Chief Executive Officer of Treasure Global. “While revenue declined year-over-year due to our strategic shift away from lower-margin operations, we achieved a 46% quarter-over-quarter revenue increase and improved cost efficiencies, demonstrating the early impact of our realignment efforts.”

“Our focus remains on strengthening our digital commerce ecosystem, expanding high-margin business segments, and optimizing operations. Continued cost efficiencies have significantly reduced net loss, positioning us for long-term financial stability. Additionally, our 51% acquisition of Tien Ming Distribution enhances fulfillment and logistics capabilities, unlocking new growth opportunities.”

“As we move forward, we will continue scaling digital commerce and fulfillment operations while driving sustainable growth.”

CFO Commentary

“Our second-quarter performance demonstrated significant financial improvements, with a 76% reduction in net loss compared to the previous quarter,” said Sook Lee, Chief Financial Officer of Treasure Global. “While revenue remains lower than the prior year due to our shift toward a high-margin business model, we have successfully increased gross profit margin to 74%, up from just 5% last year. This underscores the effectiveness of our cost optimization efforts.”

“We remain disciplined in managing expenses while strategically investing e-commerce marketplace expansion and fulfillment capabilities through Tien Ming Distribution. These initiatives position us for continued financial improvement, focusing on revenue stabilization and operational scalability,” she added.

Operational Updates

Treasure Global is advancing a new digital commerce initiative as part of its strategy to expand its ecosystem and drive value creation. The Company is leveraging technology-driven solutions to introduce enhanced digital commerce capabilities in response to evolving market demands.

Additionally, Treasure Global is expanding its e-commerce marketplace, allowing businesses to list and fulfil products directly. This initiative strengthens the Company’s digital commerce presence and supports revenue growth.

Following its 51% acquisition of Tien Ming Distribution, Treasure Global is working to expand fulfilment and logistics operations. The Company plans to integrate this acquisition into its supply chain strategy while leveraging its partnership with F&N to improve distribution efficiency in the fast-moving consumer goods (FMCG) sector.

Business Outlook

In the next quarter, Treasure Global aims to advance its transformation strategy by enhancing its digital commerce initiative, expanding the e-commerce marketplace, and strengthening logistics and fulfillment through Tien Ming Distribution. The Company remains focused on optimizing its business model, diversifying revenue streams, and enhancing operational efficiency.

About Treasure Global Inc:

Treasure Global is a technology-driven solutions provider specializing in e-commerce, fintech, and digital transformation. The Company is actively enhancing its digital commerce strategy to drive engagement and operational efficiency. As of December 2024, 2024, ZCITY boasts over 2.9 million registered users, positioning itself as a key player in Southeast Asia’s digital economy.

For more information, please visit: https://treasureglobal.co

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements reflect the Company’s current expectations, assumptions, and projections about future events and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking statements typically include terminology such as “anticipates,” “believes,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” or similar expressions.

Factors that could cause actual results to differ materially include, without limitation, the Company’s ability to expand its e-commerce platform, customer acceptance of new products and services, changes in economic conditions affecting its operations, the impact of global health crises, supply chain disruptions, competition, and regulatory risks related to data privacy and security. These risks, along with other factors, are discussed in more detail in the Company’s filings with the U.S. Securities and Exchange Commission.

The forward-looking statements in this press release speak only as of the date hereof. The Company assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

TEANECK, N.J., Feb. 14, 2025 (GLOBE NEWSWIRE) -- Bogota Financial Corp. (NASDAQ: BSBK) (the “Company”), the holding company for Bogota Savings Bank (the “Bank”), reported a net loss for the three months ended December 31, 2024 of $930,000 or $0.07 per basic and diluted share, compared to a net loss of $1.2 million or $0.09 per basic and diluted share for the comparable prior year period. The Company reported a net loss for the year ended December 31, 2024 of $2.2 million or $0.17 per basic and diluted share compared to net income of $643,000, or $0.05 per basic and diluted share, for the prior year.

On April 24, 2024, the Company announced it had received regulatory approval to repurchase up to 237,090 shares of its common stock, which was approximately 5% of its then outstanding common stock (excluding shares held by Bogota Financial, MHC). The program does not have a scheduled expiration date and the Board of Directors may suspend or discontinue the program at any time. As of December 31, 2024, 188,047 shares have been repurchased under this program at a cost of $1.4 million.

Other Financial Highlights:

• Total assets increased $32.2 million, or 3.4%, to $971.5 million at December 31, 2024 from $939.3 million at December 31, 2023, largely due to an increase in cash and cash equivalents and other assets, offset by a decrease in net loans and premises and equipment.
• Cash and cash equivalents increased $27.3 million, or 109.5%, to $52.2 million at December 31, 2024 from $24.9 million at December 31, 2023, as increases in deposits and borrowings and loan and security maturities outpaced loan growth.
• Securities decreased $1.2 million, or 0.9%, to $140.3 million at December 31, 2024 from $141.5 million at December 31, 2023.
• Net loans decreased $3.0 million, or 0.4%, to $711.7 million at December 31, 2024 from $714.7 million at December 31, 2023 due to decreases in residential and construction loans, offset by an increase in commercial real estate loans.
• Total deposits at December 31, 2024 were $642.2 million, increasing $16.9 million, or 2.7%, as compared to $625.3 million at December 31, 2023, primarily due to a $14.7 million increase in interest-bearing deposits and by a $2.1 million increase in non-interest bearing checking accounts. The average rate paid on deposits increased 31 basis points to 3.73% for 2024 from 3.42% for 2023 due to higher interest rates and an increase in NOW accounts, which increased $14.1 million, or 34.0%, to $55.4 million at December 31, 2024 from $41.3 million at December 31, 2023. The yield on such accounts also increased 63 basis points to 2.53% for 2024 from 1.90% for 2023.
• Federal Home Loan Bank advances increased $4.5 million, or 2.7% to $172.2 million at December 31, 2024 from $167.7 million as of December 31, 2023.

The Bank completed a balance sheet restructuring consisting of two key transactions in the fourth quarter of 2024. The Bank entered into a sale-leaseback transaction whereby the Bank sold three of its branch offices resulting in a $9.0 million pre-tax gain. Subsequently, the Bank realized a pre-tax loss of $8.9 million on the sale of approximately $66.0 million in amortized cost ($57.1 million in market value) of securities with a weighted average life of approximately 5.5 years and a weighted average yield of 1.89%. The Bank reinvested $32.7 million of these proceeds into securities with a weighted average life of approximately 29.6 years and a weighted average yield of 5.60%. As of December 31, 2024 all securities were classified as available for sale and marked to market.

Kevin Pace, President and Chief Executive Officer, said, “We were able to accomplish a key piece of our strategic plan this quarter. The sale-leaseback transaction gave us the ability to dispose of underperforming legacy investments without deteriorating regulatory capital. We were able to utilize this strategy to strengthen our balance sheet and improve future earnings. Reinvesting those funds in securities and loans at current market rates, as well as paying down higher cost borrowings, will provide both short- and long-term benefits.

“Uncertainty around rates continues to be a necessary consideration when planning for growth. The repositioning will help with this process while improving our net interest margin. We were able to achieve modest asset and deposit growth for the year while remaining focused on prudent lending practices. The high cost of funds, in particular in our competitive market, continued to pressure earnings. As we continue with our current stock buyback program, we remain committed to adding shareholder value.”

Income Statement Analysis

Comparison of Operating Results for the Three Months Ended December 31, 2024 and December 31, 2023

Net income increased by $248,000, or 21.0%, to a net loss of $930,000 for the three months ended December 31, 2024 from a net loss of $1.2 million for the three months ended December 31, 2023. This increase was primarily due to an increase of $1.0 million in interest income, a $1.3 million decrease in non-interest expense and a decrease of $998,000 in income tax expense, offset by a $1.5 million increase in interest expense.

Interest income increased $1.0 million, or 10.7%, from $9.6 million for the three months ended December 31, 2023 to $10.6 million for the three months ended December 31, 2024 due to higher yields on interest-earning assets and higher average balances.

Interest income on cash and cash equivalents increased $46,000, or 31.7%, to $191,000 for the three months ended December 31, 2024 from $145,000 for the three months ended December 31, 2023 due to a $4.1 million increase in the average balance to $13.5 million for the three months ended December 31, 2024 from $9.4 million for the three months ended December 31, 2023, reflecting the increase of liquidity due to lower loan originations. Due to rate cuts enacted in the third and fourth quarter of the year, the yield on cash and cash equivalents decreased 47 basis points from 6.08% for the three months ended December 31, 2023 to 5.61% for the three months ended December 31, 2024.

Interest income on loans increased $299,000, or 3.6%, to $8.5 million for the three months ended December 31, 2024 compared to $8.2 million for the three months ended December 31, 2023 due primarily to 16 basis point increase in the average yield from 4.57% for the three months ended December 31, 2023 to 4.73% for the three months ended December 31, 2024 and by a $3.0 million increase in the average balance to $717.4 million for the three months ended December 31, 2024 from $714.4 million for the three months ended December 31, 2023.

Interest income on securities increased $612,000, or 58.8%, to $1.7 million for the three months ended December 31, 2024 from $1.0 million for the three months ended December 31, 2023 primarily due to a $42.1 million increase in the average balance to $175.3 million for the three months ended December 31, 2024 from $133.2 million for the three months ended December 31, 2023 and due to a 65 basis point increase in the average yield from 3.12% for the three months ended December 31, 2023 to 3.77% for the three months ended December 31, 2024.

Interest expense increased $1.5 million, or 22.1%, from $6.6 million for the three months ended December 31, 2023 to $8.1 million for the three months ended December 31, 2024 due to higher costs on interest-bearing liabilities and by a $58.9 million increase in the average balance of interest-bearing liabilities from $747.0 million for the three months ended December 31, 2023 to $805.9 million for the three months ended December 31, 2024. During the three months ended December 31, 2024, the use of the cash flow hedges reduced the interest expense by $280,000.

Interest expense on interest-bearing deposits increased $954,000, or 18.2%, to $6.2 million for the three months ended December 31, 2024 from $5.2 million for the three months ended December 31, 2023. The increase was due to a 61 basis point increase in the average cost of deposits to 4.02% for the three months ended December 31, 2024 from 3.41% for the three months ended December 31, 2023. The increase in the average cost of deposits was due to the higher interest rate environment. The average balances of certificates of deposit increased $4.7 million to $501.8 million for the three months ended December 31, 2024 from $497.1 million for the three months ended December 31, 2023 while NOW and money market accounts and savings accounts decreased $148,000 and $430,000 for the three months ended December 31, 2024, respectively, compared to the three months ended December 31, 2023.

Interest expense on Federal Home Loan Bank borrowings increased $513,000, or 37.1%, from $1.4 million for the three months ended December 31, 2023 to $1.9 million for the three months ended December 31, 2024. The increase was due to an increase in the average balance of borrowings of $54.8 million to $192.2 million for the three months ended December 31, 2024 from $137.4 million for the three months ended December 31, 2023, which was partially offset by a decrease in the average cost of 7 basis points to 3.92% for the three months ended December 31, 2024 from 3.99% for the three months ended December 31, 2023 as new borrowings in the second half of the year were at slightly lower rates. At December 31, 2024, cash flow hedges used to manage interest rate risk had a notional value of $65.0 million, while fair value hedges totaled $60.0 million in notional value.

Net interest income decreased $439,000, or 14.9%, to $2.5 million for the three months ended December 31, 2024 from $2.9 million for the three months ended December 31, 2023. The decrease reflected a 27 basis point decrease in our net interest rate spread to 0.61% for the three months ended December 31, 2024 from 0.88% for the three months ended December 31, 2023. Our net interest margin decreased 26 basis points to 1.09% for the three months ended December 31, 2024 from 1.35% for the three months ended December 31, 2023.

We recorded a $218,000 recovery for credit losses for the three months ended December 31, 2024 compared to a no provision for credit losses for the three-month period ended December 31, 2023. The recovery in the fourth quarter of 2024 reflects the decrease in the loan and securities portfolio.

Non-interest income increased by $136,000, or 48.2%, to $419,000 for the three months ended December 31, 2024 from $283,000 for the three months ended December 31, 2023. Bank-owned life insurance income increased $16,000, or 7.7%, due to higher balances during 2024. Gain on sale of assets was $74,000 as proceeds from the sale-leaseback transaction exceeded the loss on securities.

For the three months ended December 31, 2024, non-interest expense decreased $1.3 million, or 26.9%, over the comparable December 31, 2023 period. Salaries and employee benefits decreased $776,000, or 25.2%, due to lower headcount. Professional fees decreased $141,000, or 56.9% due to lower legal costs in 2024. FDIC insurance premiums increased $12,000, or 12.1%, due to a higher assessment rate in 2024. Data processing expense increased $23,000, or 9.3%, due to higher processing costs. Director fees increased $14,000, or 9.9%, due to higher pension expense. The decrease in advertising expense of $35,000, or 36.4%, was due to reduced promotions for branch locations and less promotions on deposit and loan products. Other expense decreased $456,000, or 68.2%, as 2023 expenses were elevated due to a pending fraud claim that was under review with the insurance company.

Income tax expense increased $998,000, or 182.1%, to an expense of $450,000 for the three months ended December 31, 2024 from a benefit of $548,000 for the three months ended December 31, 2023. The increase was due to tax reserves on uncertain deferred tax assets.

Comparison of Operating Results for the Twelve Months Ended December 31, 2024 and December 31, 2023

Net income decreased by $2.8 million, or 437.8%, to a net loss of $2.2 million for the twelve months ended December 31, 2024 from net income of $643,000 for the twelve months ended December 31, 2023. This decrease was primarily due to a decrease of $4.4 million in net interest income, offset by a decrease of $1.2 million in non-interest expense and by an increase of $209,000 in non-interest income and $209,000 in income tax benefit.

Interest income increased $4.4 million, or 12.0%, from $37.3 million for the twelve months ended December 31, 2023 to $41.7 million for the twelve months ended December 31, 2024 due to increases in the average balances of and higher yields on interest-earning assets.

Interest income on cash and cash equivalents increased $38,000, or 6.7%, to $606,000 for the twelve months ended December 31, 2024 from $568,000 for the twelve months ended December 31, 2023 due to a 71 basis point increase in the average yield from 5.23% for the twelve months ended December 31, 2023 to 5.94% for the twelve months ended December 31, 2024 due to the higher interest rate environment for most of 2024. This was offset by a $671,000 decrease in the average balance to $10.2 million for the twelve months ended December 31, 2024 from $10.9 million for the twelve months ended December 31, 2023, reflecting the use of excess liquidity primarily to fund securities purchases.

Interest income on loans increased $1.4 million, or 4.3%, to $33.4 million for the twelve months ended December 31, 2024 compared to $32.0 million for the twelve months ended December 31, 2023 due primarily to a 20 basis point increase in the average yield from 4.49% for the twelve months ended December 31, 2023 to 4.69% for the twelve months ended December 31, 2024. The increase was offset by a $661,000 decrease in the average balance to $713.1 million for the twelve months ended December 31, 2024 from $713.8 million for the twelve months ended December 31, 2023.

Interest income on securities increased $2.7 million, or 66.7%, to $6.9 million for the twelve months ended December 31, 2024 from $4.2 million for the twelve months ended December 31, 2023 due to a 101 basis point increase in the average yield from 2.87% for the twelve months ended December 31, 2023 to 3.88% for the twelve months ended December 31, 2024 and by a $33.8 million increase in the average balance of securities to $178.7 million for the twelve months ended December 31, 2024 from $144.9 million for the twelve months ended December 31, 2023.

Interest expense increased $8.9 million, or 39.9%, from $22.3 million for the twelve months ended December 31, 2023 to $31.2 million for the twelve months ended December 31, 2024 due to increases in the average balance of and higher costs on interest-bearing liabilities. During the twelve months ended December 31, 2024, the use of the cash flow hedges reduced the interest expense on the Federal Home Loan Bank advances by $1.5 million.

Interest expense on interest-bearing deposits increased $6.6 million, or 36.4%, to $24.6 million for the twelve months ended December 31, 2024 from $18.0 million for the twelve months ended December 31, 2023. The increase was due to a 112 basis point increase in the average cost of interest-bearing deposits to 3.97% for the twelve months ended December 31, 2024 from 2.85% for the twelve months ended December 31, 2023, offset by a $12.3 million decrease in the average balance of interest-bearing deposits. The increase in the average cost of deposits was due to the higher interest rate environment and a change in the composition of the deposit portfolio. The average balances of certificates of deposit increased $10.2 million to $508.3 million for the twelve months ended December 31, 2024 from $498.1 million for the twelve months ended December 31, 2023 while NOW and money market accounts and savings accounts decreased $18.1 million and $4.4 million for the twelve months ended December 31, 2024, respectively, compared to the twelve months ended December 31, 2023.

Interest expense on Federal Home Loan Bank borrowings increased $2.3 million, or 54.4%, from $4.3 million for the twelve months ended December 31, 2023 to $6.6 million for the twelve months ended December 31, 2024. The increase was due to an increase in the average balance of borrowings of $59.2 million to $176.0 million for the twelve months ended December 31, 2024 from $116.8 million for the twelve months ended December 31, 2023. The increase was due to an increase in the average cost of 9 basis points to 3.76% for the twelve months ended December 31, 2024 from 3.67% for the twelve months ended December 31, 2023 due to the new borrowings at higher rates. At December 31, 2024, cash flow hedges used to manage interest rate risk had a notional value of $65.0 million, while fair value hedges totaled $60.0 million in notional value.

Net interest income decreased $4.4 million, or 29.5%, to $10.6 million for the twelve months ended December 31, 2024 from $15.0 million for the twelve months ended December 31, 2023. The decrease reflected a 62 basis point decrease in our net interest rate spread to 0.66% for the twelve months ended December 31, 2024 from 1.28% for the twelve months ended December 31, 2023. Our net interest margin decreased 55 basis points to 1.16% for the twelve months ended December 31, 2024 from 1.71% for the twelve months ended December 31, 2023.

We recorded a $148,000 recovery of credit losses for the twelve months ended December 31, 2024 compared to a $125,000 recovery for credit losses for the twelve-month period ended December 31, 2023 which reflected a decrease in the loan and securities portfolios, as well as no charge-offs during the years. This recovery was inclusive of the effect due to the transfer of certain securities from the held to maturity portfolio to the available for sale portfolio, which resulted in a $108,000 recovery for credit losses.

Non-interest income increased by $209,000, or 18.4%. Gain on sale of assets increased $74,000 while fee and service charged income increased $22,000 or 10.6%, and income related to bank owned life insurance increased $90,000, or 11.5%, due to higher balances during 2024.

For the twelve months ended December 31, 2024, non-interest expense decreased $1.2 million, or 7.4%, compared to the twelve months ended December 31, 2023. Salaries and employee benefits decreased $1.1 million, or 10.9%, as 2023 amounts included an accrual of a severance contract for the retirement of the previous President and a higher employee count when compared to 2024. Professional fees increased $129,000 or 19.5%, due to higher legal expense. Data processing increased $234,000, or 24.1%, due to higher processing costs. Other expense decreased $369,000, or 27.8%, as 2023 amounts included charges for a pending fraud claim that is under review with the insurance company.

Income tax benefit increased $209,000, or 129.1%, to a benefit of $372,000 for the twelve months ended December 31, 2024 from a benefit of $162,000 for the twelve months ended December 31, 2023. The increase in benefit was due to $3.0 million, or 629.2%, of lower taxable income. The effective tax rate for the twelve months ended December 31, 2024 and December 31, 2023 was (14.62%) and (33.76%), respectively. The benefit would have been higher but there were valuation reserves on certain deferred tax assets as of December 31, 2024.

Balance Sheet Analysis

Total assets were $971.5 million at December 31, 2024, representing an increase of $32.2 million, or 3.4%, from December 31, 2023. Cash and cash equivalents increased $27.3 million during the period primarily due to loan payments received and growth in deposits and borrowings. Net loans decreased $3.0 million, or 0.4%, due to $63.8 million in repayments, partially offset by new production of $61.2 million. Due to the interest rate environment, we have seen a decrease in demand for residential and construction loans, which have been primary drivers of our loan growth in recent periods. Securities held to maturity were reclassified to securities available for sale which decreased an aggregate $1.2 million or 0.9%, due to the repayments of mortgage-backed securities and maturities of corporate bonds. Right of use assets increased $10.8 million due to new right-of-use lease assets recognized as part of the sale-leaseback transaction.

Delinquent loans increased $1.7 million to $14.3 million, or 2.01% of total loans, at December 31, 2024. The increase was mostly due to one commercial real estate loan with a balance of $755,000 and two residential mortgages totaling $653,000, all of which are classified as nonaccrual. During the same timeframe, non-performing assets increased to $14.0 million and were 1.44% of total assets at December 31, 2024. The Company’s allowance for credit losses was 0.37% of total loans and 18.77% of non-performing loans at December 31, 2024 compared to 0.39% of total loans and 21.81% of non-performing loans at December 31, 2023. At that date, $10.9 million, or 76.0%, of the total non-performing loans consisted of one construction loan with a loan-to-value of 45%, which required no specific reserve. The Bank does not have any exposure to commercial real estate loans secured by office space.

Total liabilities increased $32.0 million, or 4.0%, to $834.2 million mainly due to a $16.8 million increase in deposits and by a $4.5 million increase in borrowings. Lease liabilities also increased $10.8 million due to new lease liabilities recognized as part of the sale-leaseback transaction. Total deposits increased $16.9 million, or 2.7%, to $642.2 million at December 31, 2024 from $625.3 million at December 31, 2023. The increase in deposits reflected increases in NOW, money market and savings accounts, which increased by $14.7 million from $101.5 million at December 31, 2023 to $116.2 million at December 31, 2024 and by an increase in non-interest bearing accounts, which increased by $2.1 million to $32.7 million from $30.6 million at December 31, 2023. At December 31, 2024, brokered deposits were $101.6 million or 15.8% of deposits and municipal deposits were $30.7 million or 4.8% of deposits. At December 31, 2024, uninsured deposits represented 6.9% of the Bank’s total deposits. Federal Home Loan Bank advances increased $4.5 million, or 2.7%. Total borrowing capacity at the Federal Home Loan Bank is $280.4 million, of which $172.2 million is advanced.

Total stockholders’ equity increased $116,000 to $137.3 million, which was largely unchanged from last year. The increase was due to a reduction in the accumulated other comprehensive loss on the securities portfolio of $2.9 million, offset by a net loss of $2.2 million and the repurchase of 221,130 shares of stock at a total cost of $1.7 million. At December 31, 2024, the Company’s ratio of average stockholders’ equity-to-average total assets was 14.10%, compared to 14.89% at December 31, 2023.

About Bogota Financial Corp.

Bogota Financial Corp. is a Maryland corporation organized as the mid-tier holding company of Bogota Savings Bank and is the majority-owned subsidiary of Bogota Financial, MHC. Bogota Savings Bank is a New Jersey chartered stock savings bank that has served the banking needs of its customers in northern and central New Jersey since 1893. It operates from seven offices located in Bogota, Hasbrouck Heights, Newark, Oak Ridge, Parsippany, Teaneck and Upper Saddle River, New Jersey and operates a loan production office in Spring Lake, New Jersey.

Forward-Looking Statements

This press release contains certain forward-looking statements about the Company and the Bank. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include increased competitive pressures, changes in the interest rate environment, inflation, general economic conditions or conditions within the securities markets, potential recessionary conditions, real estate market values in the Bank’s lending area , changes in liquidity, including the size and composition of our deposit portfolio, including the percentage of uninsured deposits in the portfolio ; changes in the quality of our loan and security portfolios, increases in non-performing and classified loans, monetary and fiscal policies of the U.S. Government including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System, the imposition of tariffs or other domestic or international governmental policies, a failure in or breach of the Company’s operational or security systems or infrastructure, including cyberattacks, the failure to maintain current technologies, failure to retain or attract employees and legislative, accounting and regulatory changes that could adversely affect the business in which the Company and the Bank are engaged.

The Company undertakes no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this press release.

LOANS

Loans are summarized as follows at December 31, 2024 and December 31, 2023:

The following tables set forth the distribution of total deposit accounts, by account type, at the dates indicated (unaudited).

Average Balance Sheets and Related Yields and Rates

The following tables present information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting annualized average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. Average balances have been calculated using daily balances. Nonaccrual loans are included in average balances only. Loan fees are included in interest income on loans and are not material.

Rate/Volume Analysis

The following table sets forth the effects of changing rates and volumes on net interest income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. Changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on the changes due to rate and the changes due to volume.

Contacts
Kevin Pace – President & CEO, 201-862-0660 ext. 1110

North America Revenue Up 13.1% Year-Over-Year. Core adjusted EBITDA for the third fiscal quarter of 2025 was $1.50 million, compared to ($0.02) with the same period in 2024.

NEW YORK, Feb. 14, 2025 (GLOBE NEWSWIRE) -- Aeries Technology , Inc. (“Aeries” or “the Company”) (Nasdaq: AERT), a leading provider of global capability center (GCC) solutions, today announced financial results for the quarter ended December 31, 2024 .

“With the recent leadership changes, Aeries is strategically poised for the future, continuing our focus on serving high-quality, long-standing U.S. clients through Global Capability Centers.” said Ajay Khare, CEO of Aeries Technology. “We believe this clear direction, supported by a realigned cost structure and a robust team, firmly positions us for a return to profitable growth in both cash flow and Adjusted EBITDA. As we capitalize on new opportunities and strengthen our presence in the North American market, we are confident in our ability to drive sustained success and operational excellence.”

Three Months Ended December 31, 2024 (Third Fiscal Quarter 2025) Financial Highlights
Revenues: Revenues for the third fiscal quarter of 2025 were $17.6 million, down 6.8% compared to $18.9 million for the third fiscal quarter of 2024.

Income/(Loss) from Operations: Income from operations for the third fiscal quarter of 2025 was $(5.2) million, compared to $0.7 million for the third fiscal quarter of 2024.

Net Income/(Loss): Net profit for the third fiscal quarter of 2025 was $2.0 million, compared to net loss of $(16.3) million for the third fiscal quarter of 2024.

Adjusted EBITDA: Adjusted EBITDA for the third fiscal quarter of 2025 was $(2.0) million, compared to $2.4 million for the third fiscal quarter of 2024.

Core adjusted EBITDA: Core adjusted EBITDA for the third fiscal quarter 2025 was $1.5 million, compared to $(0.02) million for the third fiscal quarter of 2024.

Financial Outlook

The Company is reiterating its stated guidance for fiscal year 2025:

• Revenue between $71 million and $73 million
• Core adjusted EBITDA between $6 million and $7 million

In addition, we are introducing our fiscal year 2026 outlook, with expected revenues between $74 million and $80 million and Adjusted EBITDA between $6 million to $8 million. Fiscal 2026 reporting and guidance will not include Core adjusted EBITDA, as we anticipate that all expected credit losses from prior non-core markets will have been fully addressed this fiscal year.

Conference Call Details
The company will host a conference call to discuss its financial results on Tuesday, February 18, 2025, at 8 AM ET. The call will be accessible by telephone at 1-877-407-0792 (domestic) or 1-201-689-8263 (international). The call transcript will also be available on the company’s investor relations website at https://ir.aeriestechnology.com

About Aeries Technology
Aeries Technology (Nasdaq: AERT) is a global leader in Global Capability Center (GCC) solutions. We establish GCCs for Private Equity’s Portfolio Companies and deliver a comprehensive suite of Advisory & Value Creation solutions. Leveraging advanced technologies like AI and automation, Aeries offers tailored engagement models designed to deliver flexible, impact-driven solutions with measurable outcomes.

Founded in 2012, Aeries Technology has grown to over 1,800 professionals, and its commitment to workforce development has earned it the Great Place to Work Certification for two consecutive years.

Non-GAAP Financial Measures
The Company uses non-GAAP financial information and believes it is useful to investors as it provides additional information to facilitate comparisons of historical operating results, identify trends in its underlying operating results and provide additional insight and transparency on how it evaluates the business. The Company uses non-GAAP financial measures to budget, make operating and strategic decisions, and evaluate its performance. The Company has detailed the non-GAAP adjustments that it makes in the non-GAAP definitions below. The adjustments generally fall within the categories of non-cash items. The Company believes the non-GAAP measures presented herein should always be considered along with, and not as a substitute for or superior to, the related GAAP financial measures. In addition, similarly titled items used by other companies may not be comparable due to variations in how they are calculated and how terms are defined. For further information, see “RECONCILIATION OF NON-GAAP FINANCIAL MEASURES For the three and Nine months ended December 31, 2024 and 2023” below, including the reconciliations of these non-GAAP measures to their most directly comparable GAAP financial measures.
The Company define Adjusted EBITDA as net income from operations before interest, income taxes, depreciation and amortization, further adjusted to exclude stock-based compensation, M&A transaction-related costs, and changes in fair value of derivative liabilities. The Company define Core Adjusted EBITDA as Adjusted EBITDA less EBITDA from non-core business. Our core business includes GCC services provided to private equity-backed companies, primarily in North America, characterized by long-term relationships, recurring contracts, and multi-year revenue streams. In contrast, our non-core business includes consulting services, primarily for customers in the Middle East, which typically involve one-time engagements with extended collection cycles. Moving forward, we aim for the majority of our revenue to be generated from our core business, and we do not plan to enter into new customer contracts outside North America.
Adjusted EBITDA and Core Adjusted EBITDA are key performance indicators the company uses in evaluating our operating performance and in making financial, operating, and planning decisions. The Company believes these measures are useful to investors in the evaluation of Aeries’ operating performance as such information was used by the Company’s management for internal reporting and planning procedures, including aspects of our consolidated operating budget and capital expenditures. Some of the limitations of Adjusted EBITDA and Core Adjusted EBITDA include: each of these measures does not reflect (i) our cash expenditures or future requirements for capital expenditures or contractual commitments or foreign exchange gain/loss; (ii) changes in, or cash requirements for, working capital; (iii) significant interest expense or the cash requirements necessary to service interest or principal payments on our outstanding debt; (iv) payments made or future requirements for income taxes; and (v) cash requirements for future replacement or payment in depreciated or amortized assets; (vi) stock based compensation costs, (vii) severance pay, (viii) Business Combination and M&A transaction related costs, which represent non-recurring legal, professional, personnel and other fees and expenses incurred in connection with potential mergers and acquisitions related activities for the three and nine months ended December 31, 2024, and Business Combination related costs for the three and nine months related December 31, 2023, (ix) change in fair value of derivative liabilities. Additionally, the Core Adjusted EBITDA does not reflect the provision for expected credit loss / (profit) from non-core business.

Forward-Looking Statements
All statements in this release that are not based on historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate”, “expect”, “hope”, “intend”, “may”, “might”, “should”, “would”, “will”, “understand” and similar words are intended to identify forward looking statements. These forward-looking statements include but are not limited to, statements regarding our future operating results, outlook, guidance and financial position, our business strategy and plans, our objectives for future operations, and macroeconomic trends. While management has based any forward-looking statements included in this release on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties and other factors, many of which are outside of the control of Aeries and its subsidiaries, which could cause actual results to materially differ from such statements. The following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: our market opportunity; our ability to maintain the listing of the Class A ordinary shares and the warrants on the Nasdaq Stock Market, and the potential liquidity and trading of such securities; our business development efforts to maximize our potential value and to retain and expand our customer base; our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; our financial performance; our ability to continue as a going concern; the sufficiency of our existing cash and cash equivalents to fund our operating expenses and capital expenditure requirements; our success in retaining or recruiting officers, key employees or directors, or any necessary changes to these positions; changes in applicable laws or regulations in the United States and foreign jurisdictions; our ability to develop and maintain effective internal controls; risks related to cybersecurity and data privacy; general economic and political conditions, such as the effects of the Russia-Ukraine and the Israel-Hamas conflicts, pandemics such as the COVID-19 outbreak, recessions, interest rates, inflation, local and national elections, fuel prices, international currency fluctuations, changes in diplomatic and trade relationships, political instability, acts of war or terrorism and natural disasters. Further information on risks, uncertainties and other factors that could affect our financial results are included in Aeries’ periodic and current reports filed with the U.S. Securities and Exchange Commission. Furthermore, Aeries operates in a highly competitive and rapidly changing environment where new and unanticipated risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. Aeries disclaims any intention to, and undertakes no obligation to, update or revise forward-looking statements, unless otherwise required by law.

Contact
[email protected]

The accompanying notes are an integral part of these condensed consolidated financial statements.