Orchestrated Software Solution Will Eliminate the Need for On-site Hub Hardware and Enhance Flexibility for Customers
SAN DIEGO, Aug. 05, 2025 (GLOBE NEWSWIRE) — Kratos Defense & Security Solutions, Inc. (Nasdaq: KTOS), a technology company in Defense, National Security and Global Markets, and hiSky, a leading provider of industrial satellite communications solutions, announced today a partnership that will enable the delivery of hiSky satellite network services, including Industrial Internet of Things (IoT) as a fully orchestrated capability using Kratos’ OpenSpace® dynamic, software-defined ground system. The partnership will allow satellite and other communications network operators to offer IoT connectivity services to their commercial and government customers, taking advantage of the scale, economics and operational benefits of a modern, cloud-enabled network architecture.
According to ABI Research, the global IoT market for supply-side software and service revenue will grow in value from US$277 billion in 2024 to US$606 billion by 2030, and that IoT will play an increasing role in all industries. Satellite connectivity can contribute mightily to this growth with its ability to reach remote, mobile, disaster-affected and other unconnected environments. The partnership between Kratos and hiSky will advance this capability by enabling IoT services employing virtual and cloud-native network architectures, thereby reducing costs and greatly increasing scalability and service flexibility.
hiSky’s solution provides customers around the globe an exceptionally agile answer for satellite IoT applications with easy-to-deploy Smartellite™ terminals today connecting to a conventional hardware-based hub. “Kratos is working closely with hiSky to fully virtualize the hiSky hub within the OpenSpace platform, enabling it to run in the mainstream public cloud,” said Greg Quiggle, SVP of Product Management at Kratos. “Doing so will enable hiSky and Kratos customers to offer a new breed of on-demand and dynamically scalable IoT services at a much lower cost than conventional hardware-based systems.”
According to Shahar Kravitz, co-founder and CEO at hiSky, “With the results of this partnership, satellite operators will be able to spin-up new carriers upon demand at any enabled teleport with a touch of a button, without the need for new hardware at the teleport and the associated plumbing. It’s a new era of flexibility, scalability, speed of service enablement and redundancy.”
About Kratos OpenSpace Kratos’ OpenSpace family of solutions enables the digital transformation of satellite ground systems to become a more dynamic and powerful part of the space network. Today’s ground systems are still based upon legacy hardware architectures that are inflexible, difficult and expensive to manage, and slow to adapt to evolving customer needs. As the first and only commercially available, fully orchestrated, software-defined ground system, the OpenSpace Platform enhances satellite network operations, reducing costs and mainstreaming satellite connectivity to work seamlessly with the rest of the world’s global communications infrastructure, which long ago adopted modern software-defined networking principles. For more information about the OpenSpace family visit www.KratosDefense.com/OpenSpace.
About hiSky Founded in 2015, hiSky is a leading provider of satellite communication solutions, offering innovative and reliable connectivity for government and industrial IoT applications.
hiSky is the only commercially available, satellite-agnostic end-to-end system focused on mid-range bitrates. Its technology ensures secure and reliable connectivity through private networks, addressing critical connectivity challenges across multiple sectors.
hiSky’s competitive edge is driven by its proprietary, in-house-developed firmware and a unified software solution, enabled across GEO, MEO, and LEO satellite networks over high-speed Ka/Ku frequencies. The company’s technology stack provides a cost-effective, small, lightweight, ruggedized and adaptable solution. For more information visit: www.hiskysat.com.
About Kratos Defense & Security Solutions Kratos Defense & Security Solutions, Inc. (NASDAQ: KTOS) is a technology, products, system and software company addressing the defense, national security, and commercial markets. Kratos makes true internally funded research, development, capital and other investments, to rapidly develop, produce and field solutions that address our customers’ mission critical needs and requirements. At Kratos, affordability is a technology, and we seek to utilize proven, leading edge approaches and technology, not unproven bleeding edge approaches or technology, with Kratos’ approach designed to reduce cost, schedule and risk, enabling us to be first to market with cost effective solutions. We believe that Kratos is known as an innovative disruptive change agent in the industry, a company that is an expert in designing products and systems up front for successful rapid, large quantity, low cost future manufacturing which is a value add competitive differentiator for our large traditional prime system integrator partners and also to our government and commercial customers. Kratos intends to pursue program and contract opportunities as the prime or lead contractor when we believe that our probability of win (PWin) is high and any investment required by Kratos is within our capital resource comfort level. We intend to partner and team with a large, traditional system integrator when our assessment of PWin is greater or required investment is beyond Kratos’ comfort level. Kratos’ primary business areas include virtualized ground systems for satellites and space vehicles including software for command & control (C2) and telemetry, tracking and control (TT&C), jet powered unmanned aerial drone systems, hypersonic vehicles and rocket systems, propulsion systems for drones, missiles, loitering munitions, supersonic systems, space craft and launch systems, C5ISR and microwave electronic products for missile, radar, missile defense, space, satellite, counter UAS, directed energy, communication and other systems, and virtual & augmented reality training systems for the warfighter. For more information, visit www.KratosDefense.com.
Notice Regarding Forward-Looking Statements Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of Kratos and are subject to significant risks and uncertainty. Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and Kratos undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise. Although Kratos believes that the expectations reflected in these forward-looking statements are reasonable, these statements involve many risks and uncertainties that may cause actual results to differ materially from what may be expressed or implied in these forward-looking statements. For a further discussion of risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of Kratos in general, see the risk disclosures in the Annual Report on Form 10-K of Kratos for the year ended December 29, 2024, and in subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by Kratos.
All CDI-988 doses, ranging from 100 mg to 1200 mg, in the Phase 1 study were well tolerated
Company expects to initiate Phase 1b study with CDI-988 in norovirus-infected healthy subjects later this year
Lack of approved norovirus treatments or vaccines creates critical unmet medical need
BOTHELL, Wash., Aug. 05, 2025 (GLOBE NEWSWIRE) — Cocrystal Pharma, Inc. (Nasdaq: COCP) announces the presentation of favorable safety and tolerability data from a randomized, double-blinded, placebo-controlled Phase 1 study with its oral, direct-acting pan-viral inhibitor CDI-988 at the 2025 Military Health System Research Symposium (MHSRS), being held August 4-7 in Kissimmee, Florida. The results support Cocrystal’s continued clinical development of CDI-988 as a potential norovirus prophylaxis and treatment.
In An Oral Pan-viral Protease Inhibitor for the Prevention and Treatment of Norovirus and Coronavirus Infections: Mechanism of Action and Phase 1 Study Results, Sam Lee, Ph.D., Cocrystal President and co-CEO, discussed findings from the CDI-988 Phase 1 single-ascending (SAD) and multiple-ascending (MAD) cohorts. Data indicate that all doses, ranging from 100 mg to 1200 mg, were well tolerated. Overall treatment-emergent adverse events among CDI-988 subjects were 28% (10/36) compared with 40% (4/10) among placebo subjects for the SAD cohorts, and 53% (19/36) and 92% (11/12), respectively, for the MAD cohorts. Headache was the most common adverse event. All subjects in the SAD cohorts and all but one in the MAD cohorts completed the study. No severe treatment-emergent adverse events, no clinically relevant ECG changes and no clinically significant pathology results were reported from the CDI-988 Phase 1 single-ascending (SAD) and multiple-ascending (MAD) cohorts.
“Consistent with interim results from the Phase 1 study, CDI-988 was well-tolerated with a favorable safety profile across all dose levels tested in this study,” said Dr. Lee. “Our plan to continue CDI-988’s clinical development for norovirus is particularly relevant for the military, where this highly transmissible pathogen poses significant operational and economic risks. In confined settings such as naval vessels and military installations, norovirus can rapidly spread, causing debilitating gastrointestinal symptoms that could compromise mission readiness.
“The absence of approved norovirus treatments or vaccines creates a critical unmet medical need,” he added. “Norovirus presents significant vaccine development challenges due to its high genetic variability and mutation rate. CDI-988’s mechanism of action targeting viral replication and its broad-spectrum coverage offers a promising solution as a potential prophylactic and therapeutic intervention across all norovirus genogroups including GII.4 and GII.17. This could be a new approach to outbreak prevention and management. We expect to initiate a Phase 1b challenge study with CDI-988 in norovirus-infected healthy subjects later this year.”
MHSRS is an annual educational symposium with approximately 4,000 attendees that provides a collaborative environment for military medical care providers with deployment experience, research and academic scientists, international partners and industry on research and related healthcare initiatives falling under the topic areas of combat casualty care, military operational medicine, clinical and rehabilitative medicine, information sciences, military infectious diseases and radiation health effects. More information is available here.
Pan-viral Protease Inhibitor CDI-988 CDI-988 was designed and developed with Cocrystal’s proprietary structure-based platform technology as a broad-spectrum inhibitor to a highly conserved region in the active site of 3CL viral proteases. Based on a novel mechanism of action and superior broad-spectrum antiviral activity, CDI-988 represents a compelling first potential oral treatment for noroviruses, and for coronaviruses.
Norovirus Infection Norovirus is a common and highly contagious virus that afflicts people of all ages and causes symptoms of acute gastroenteritis including nausea, vomiting, stomach pain and diarrhea, as well as fatigue, fever and dehydration. Norovirus outbreaks occur most commonly in semi-closed communities such as hospitals, nursing homes, childcare facilities, cruise ships, schools and disaster relief sites. Norovirus infections are estimated to cost society approximately $60 billion annually worldwide.
Structure-Based Drug Discovery Platform Technology Cocrystal’s proprietary structural biology, along with its expertise in enzymology and medicinal chemistry, enable its development of novel antiviral agents. The Company’s platform provides a three-dimensional structure of inhibitor complexes at near-atomic resolution, providing immediate insight to guide Structure Activity Relationships. This helps to identify novel binding sites and allows for a rapid turnaround of structural information through highly automated X-ray data processing and refinement. The goal of this technology is to facilitate the development of novel broad-spectrum antivirals for the treatment of acute and chronic viral diseases.
About Cocrystal Pharma, Inc. Cocrystal Pharma, Inc. is a clinical-stage biotechnology company discovering and developing novel antiviral therapeutics that target the replication process of influenza viruses, coronaviruses (including SARS-CoV-2), noroviruses and hepatitis C viruses. Cocrystal employs unique structure-based technologies and Nobel Prize-winning expertise to create antiviral drugs. For further information about Cocrystal, please visit www.cocrystalpharma.com.
Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the potential efficacy of CDI-988 as a potential breakthrough for norovirus prophylaxis and treatment, and the potential characteristics of and market for such product candidate and the Company’s plan to initiate a Phase 1b study in 2025. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events. Some or all of the events anticipated by these forward-looking statements may not occur. Important factors that could cause actual results to differ from those in the forward-looking statements include, but are not limited to, our need for additional capital to fund our operations over the next 12 months, risks relating to our ability to obtain regulatory approval for and proceed with clinical trials including recruiting volunteers and procuring materials for such studies by our clinical research organizations and vendors, the results of such studies, our and our collaboration partners’ technology and software performing as expected, general risks arising from clinical studies, receipt of regulatory approvals, regulatory changes, and potential development of effective treatments and/or vaccines by competitors, potential mutations in a virus we are targeting that may result in variants that are resistant to a product candidate we develop, the impact of the Trump Administration’s policies and actions on regulation affecting the FDA and other healthcare agencies and potential staffing issues resulting therefrom, as well as other government actions such as tariffs which may cause delays or force us to incur additional costs to proceed without development programs. Further information on our risk factors is contained in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Investor Contact: Alliance Advisors IR Jody Cain 310-691-7100 [email protected]
Revenue increased 11% to $55.5 million, reflecting the strength of the Company’s product portfolio and diversified revenue base
Gross profit increased 19% to $14.7 million; Gross margin improved 170 basis points to 26.5%
Net income per diluted share increased 56% to $0.42; adjusted net income per diluted share1 increased 36% to $0.45
Net income increased 55% to $4.6 million; Adjusted EBITDA1 increased 33% to $6.8 million; Adjusted EBITDA margin1 improved 200 basis points to 12.3%
Orders2 were $125.9 million, driven by large defense orders; Book-to-Bill ratio2 of 2.3x and backlog2 of $482.9 million
Strong balance sheet with no debt, $10.8 million in cash, and access to $44.3 million under its revolving credit facility at quarter end to support growth initiatives
Reiterating full year fiscal 2026 guidance for all metrics provided; Remain on track to reach strategic goal of 8% to 10% annual organic revenue growth and low to mid-teen Adjusted EBITDA margins by fiscal 2027
BATAVIA, N.Y.–(BUSINESS WIRE)– Graham Corporation (NYSE: GHM) (“GHM” or the “Company”), a global leader in the design and manufacture of mission critical fluid, power, heat transfer and vacuum technologies for the Defense, Energy & Process, and Space industries, today reported financial results for its first quarter for the fiscal year ending March 31, 2026 (“fiscal 2026”).
Graham’s President and Chief Executive Officer, Matthew J. Malone stated, “The start of fiscal 2026 demonstrates continued strength across our diversified product portfolio. We delivered strong growth in our Energy & Process markets, driven by execution on major commercial projects and robust aftermarket demand, along with increasing momentum in emerging energy segments such as small modular reactors (“SMRs”) and cryogenics. In addition, our Defense business continues to perform well, supported by recent follow-on orders, including $86.5 million to support the Virginia Class submarine program in May and $25.5 million for the MK48 Mod 7 Heavyweight Torpedo program in July, reaffirming our position as a trusted supplier to the U.S. Navy.”
Mr. Malone continued, “We remain focused on high-return initiatives that drive long-term value creation, including numerous in-process capital investments expected to generate returns above 20%. These initiatives include automated welding, enhanced radiographic testing technologies, and our new cryogenic testing facility in Florida, which we expect will improve margins and create new revenue opportunities. I’m also pleased to announce that we’ve completed the expansion of our Batavia defense facility this month. With these investments, we believe Graham is well-positioned to drive sustainable growth, deliver for our customers, and continue expanding margins.”
Quarterly net sales of $55.5 million increased 11%, or $5.5 million. Sales to the Energy & Process market contributed $5.7 million to growth driven by increased sales in the Chemical/Petrochemical and New Energy industries. The increase in Chemical/Petrochemical sales was largely due to a surface condenser order for a North American net-zero carbon emissions ethylene cracker received in June 2024, while the increase in New Energy sales was driven by increased sales to the hydrogen and SMR markets. Aftermarket sales to the Energy & Process and Defense markets of $10.4 million remained strong and were 33% higher than the prior year. See supplemental data for a further breakdown of sales by market and region.
Gross profit for the quarter increased $2.4 million to $14.7 million compared to the prior-year period of $12.4 million. As a percentage of sales, gross profit margin increased 170 basis points to 26.5%, compared to the first quarter of fiscal 2025. Increased leverage on fixed overhead costs due to the higher volume of sales discussed above, as well as an improved mix of sales related to higher margin aftermarket sales, and better execution and pricing on defense contracts were the primary drivers of this increase. For the first quarter of fiscal 2026, the impact of tariffs was not material to our consolidated financial statements in comparison to the prior year. However, we still estimate the range of potential impact of increased tariffs for the full year to be between $2 million to $5 million.
Selling, general and administrative expense (“SG&A”), including amortization, totaled $9.8 million, an increase of $0.6 million compared with the prior year. This increase reflects the investments we are making in our operations, our employees, and our technology. As a percentage of sales, SG&A, including amortization, of 17.7% decreased 90 basis points compared to the prior year period, reflective of our financial discipline.
Cash Management and Balance Sheet As expected, cash used by operating activities totaled $2.3 million for the quarter-ending June 30, 2025, primarily due to the payment of fiscal 2025 bonuses including the supplemental Barber-Nichols earnout bonus of $4.3 million in connection with the acquisition. As of June 30, 2025, cash and cash equivalents were $10.8 million, compared with $21.6 million as of March 31, 2025.
Capital expenditures for the first quarter fiscal 2025 were $7.0 million, focused on capacity expansion, increasing capabilities, and productivity improvements. All major capital projects are on time.
The Company had no debt outstanding as of June 30, 2025, with $44.3 million available on its revolving credit facility after taking into account outstanding letters of credit.
Orders, Backlog, and Book-to-Bill Ratio See supplemental data filed with the Securities and Exchange Commission on Form 8-K and provided on the Company’s website for a further breakdown of orders and backlog by market. See “Key Performance Indicators” below for important disclosures regarding Graham’s use of these metrics ($ in millions).
Orders for the first quarter of fiscal 2026 increased to $125.9 million, including the remaining $86.5 million of a $136.5 million follow-on order in support of the U.S. Navy’s Virginia Class Submarine program. Aftermarket orders for the Energy & Process and Defense markets remained strong and totaled $10.5 million for the first quarter of fiscal 2026, increasing 16% over the prior year. Book-to-bill for the first quarter of fiscal 2026 was 2.3x. Note that orders tend to be lumpy given the nature of our business (i.e. large capital projects) and in particular, orders to the Defense industry, which span multiple years and can be significantly larger in size.
Backlog at quarter end was $482.9 million, a 22% increase over the prior-year period. Approximately 35% to 40% of orders currently in backlog are expected to be converted to sales in the next twelve months, another 25% to 30% are expected to convert to sales within one to two years, and the remaining beyond two years. Approximately 87% of our backlog at June 30, 2025, was to the Defense industry, which we believe provides stability and visibility to our business.
Fiscal 2026 Outlook Based upon the results for the first quarter of fiscal 2026, as well as our expectations for the remainder of the fiscal year, we are reiterating our full year fiscal 2026 guidance provided earlier this year as follows:
Our expectations for sales and profitability assume that we will be able to operate our production facilities at planned capacity, have access to our global supply chain including our subcontractors, do not experience any global disruptions, and experience no impact from any other unforeseen events.
Webcast and Conference Call GHM’s management will host a conference call and live webcast on August 5, 2025 at 11:00 a.m. Eastern Time (“ET”) to review its financial results as well as its strategy and outlook. The review will be accompanied by a slide presentation, which will be made available immediately prior to the conference call on GHM’s investor relations website.
A question-and-answer session will follow the formal presentation. GHM’s conference call can be accessed by calling (412)-317-5195. Alternatively, the webcast can be monitored from the events section of GHM’s investor relations website.
A telephonic replay will be available from 3:00 p.m. ET today through Tuesday, August 12, 2025. To listen to the archived call, dial (412) 317-6671 and enter conference ID number 10201479 or access the webcast replay via the Company’s website at ir.grahamcorp.com, where a transcript will also be posted once available.
About Graham Corporation Graham is a global leader in the design and manufacture of mission critical fluid, power, heat transfer and vacuum technologies for the Defense, Energy & Process, and Space industries. Graham Corporation and its family of global brands are built upon world-renowned engineering expertise in vacuum and heat transfer, cryogenic pumps, and turbomachinery technologies, as well as its responsive and flexible service and the unsurpassed quality customers have come to expect from the Company’s products and systems. Graham Corporation routinely posts news and other important information on its website, grahamcorp.com, where additional information on Graham Corporation and its businesses can be found.
Safe Harbor Regarding Forward Looking Statements This news 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.
Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “continue,” “expects,” “future,” “outlook,” “believes,” “could,” “guidance,” “may”, “will,” “plan” and other similar words. All statements addressing operating performance, events, or developments that Graham Corporation expects or anticipates will occur in the future, including but not limited to, profitability of future projects and the business, its ability to deliver to plan, its ability to continue to strengthen relationships with customers in the Defense industry, its ability to secure future projects and applications, expected expansion and growth opportunities, anticipated sales, revenues, adjusted EBITDA, adjusted EBITDA margins, capital expenditures and SG&A expenses, the timing of conversion of backlog to sales, orders, market presence, profit margins, tax rates, foreign sales operations, customer preferences, changes in market conditions in the industries in which it operates, changes in general economic conditions and customer behavior, forecasts regarding the timing and scope of the economic recovery in its markets, and its acquisition and growth strategy, are forward-looking statements. Because they are forward-looking, they should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties are more fully described in Graham Corporation’s most recent Annual Report filed with the Securities and Exchange Commission (the “SEC”), included under the heading entitled “Risk Factors”, and in other reports filed with the SEC.
Should one or more of these risks or uncertainties materialize or should any of Graham Corporation’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on Graham Corporation’s forward-looking statements. Except as required by law, Graham Corporation disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this news release.
Non-GAAP Financial Measures Adjusted EBITDA is defined as consolidated net income (loss) before net interest expense, income taxes, depreciation, amortization, other acquisition related expenses, and other unusual/nonrecurring expenses. Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of sales. Adjusted EBITDA and Adjusted EBITDA margin are not measures determined in accordance with generally accepted accounting principles in the United States, commonly known as GAAP. Nevertheless, Graham believes that providing non-GAAP information, such as Adjusted EBITDA and Adjusted EBITDA margin, is important for investors and other readers of Graham’s financial statements, as it is used as an analytical indicator by Graham’s management to better understand operating performance. Moreover, Graham’s credit facility also contains ratios based on Adjusted EBITDA. Because Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures and are thus susceptible to varying calculations, Adjusted EBITDA, and Adjusted EBITDA margin, as presented, may not be directly comparable to other similarly titled measures used by other companies.
Adjusted net income and adjusted net income per diluted share are defined as net income and net income per diluted share as reported, adjusted for certain items and at a normalized tax rate. Adjusted net income and adjusted net income per diluted share are not measures determined in accordance with GAAP, and may not be comparable to the measures as used by other companies. Nevertheless, Graham believes that providing non-GAAP information, such as adjusted net income and adjusted net income per diluted share, is important for investors and other readers of the Company’s financial statements and assists in understanding the comparison of the current quarter’s and current fiscal year’s net income and net income per diluted share to the historical periods’ net income and net income per diluted share. Graham also believes that adjusted net income per share, which adds back intangible amortization expense related to acquisitions, provides a better representation of the cash earnings of the Company.
Forward-Looking Non-GAAP Measures Adjusted EBITDA and adjusted EBITDA margin are non-GAAP measures. The Company is unable to present a quantitative reconciliation of these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures because such information is not available, and management cannot reliably predict the necessary components of such GAAP measures without unreasonable effort largely because forecasting or predicting our future operating results is subject to many factors out of our control or not readily predictable. In addition, the Company believes that such reconciliations would imply a degree of precision that would be confusing or misleading to investors. The unavailable information could have a significant impact on the Company’s fiscal 2025 financial results. These non-GAAP financial measures are preliminary estimates and are subject to risks and uncertainties, including, among others, changes in connection with purchase accounting, quarter-end, and year-end adjustments. Any variation between the Company’s actual results and preliminary financial estimates set forth above may be material.
Key Performance Indicators In addition to the foregoing non-GAAP measures, management uses the following key performance metrics to analyze and measure the Company’s financial performance and results of operations: orders, backlog, and book-to-bill ratio. Management uses orders and backlog as measures of current and future business and financial performance, and these may not be comparable with measures provided by other companies. Orders represent written communications received from customers requesting the Company to provide products and/or services. Backlog is defined as the total dollar value of net orders received for which revenue has not yet been recognized. Management believes tracking orders and backlog are useful as they often times are leading indicators of future performance. In accordance with industry practice, contracts may include provisions for cancellation, termination, or suspension at the discretion of the customer.
The book-to-bill ratio is an operational measure that management uses to track the growth prospects of the Company. The Company calculates the book-to-bill ratio for a given period as net orders divided by net sales.
Given that each of orders, backlog, and book-to-bill ratio are operational measures and that the Company’s methodology for calculating orders, backlog and book-to-bill ratio does not meet the definition of a non-GAAP measure, as that term is defined by the U.S. Securities and Exchange Commission, a quantitative reconciliation for each is not required or provided.
Advances knowledge about the use of tecarfarin in patients with severe kidney impairment, including dialysis
Pivotal step forward in pursuit of ESKD + Atrial Fibrillation (AFib) registration trial
Addresses a critical current treatment gap in patients with ESKD
PONTE VEDRA, Fla. – Cadrenal Therapeutics, Inc. (Nasdaq: CVKD), a biopharmaceutical company focused on developing transformative therapeutics that specifically address limitations of current anticoagulation therapy, today announced clinical trial initiation plans for its lead late-stage drug candidate, tecarfarin, in patients with ESKD who are transitioning to dialysis. Enrollment is planned to begin later this year and will include patients with and without atrial fibrillation (AFib).
Patients with severe kidney disease are already at high risk for thrombotic cardiovascular events such as myocardial infarction and stroke, along with a much greater risk of AFib and venous thromboembolism compared to subjects with normal kidney function. When ESKD patients require dialysis, their transition period comes with even greater risk of myocardial infarction, stroke, and a substantial increase in mortality.
“There is a critical need for safe, effective anticoagulants for use in ESKD patients,” said Quang X. Pham, Chairman and CEO of Cadrenal Therapeutics. “Tecarfarin’s orphan drug and fast-track designations in ESKD patients with AFib underscore this need, and we are excited to advance this program. This study will be an important step forward for the continued development of tecarfarin in ESKD and in other areas with real opportunities to improve patient outcomes with a potentially better vitamin K antagonist.”
Currently, there is limited evidence supporting the use of anticoagulant therapy in dialysis patients. Dialysis patients are often excluded from clinical trials due to their high underlying risk profile, and studies of direct oral anticoagulants (DOACs) in this patient population have not provided clear answers. Furthermore, a recent Phase 2 trial of chronic hemodialysis patients sponsored by a global company showed no benefit from the new class of Factor XI inhibitors in maintaining vascular access graft patency. To date, no prospective studies have examined the benefit of oral anticoagulation in preventing thrombotic events at the time of dialysis initiation.
“Initiating dialysis carries substantial excess risk of cardiovascular events and mortality, and to date, this risk has not been sufficiently addressed. Tecarfarin, a next-generation Vitamin K antagonist with a unique metabolism pathway that is not significantly affected by kidney impairment, has potential promise in this area of unmet need,” said Wolfgang Winkelmayer, Professor of Medicine and Chief of Nephrology at Baylor College of Medicine in Houston, Texas.
About Cadrenal Therapeutics, Inc.
Cadrenal Therapeutics, Inc. is a biopharmaceutical company developing transformative therapeutics to address limitations of current anticoagulation therapy specifically. Cadrenal’s lead investigational product is tecarfarin, a novel oral vitamin K antagonist anticoagulant that is designed to address unmet needs in anticoagulation therapy. Tecarfarin is a reversible anticoagulant (blood thinner) designed to prevent heart attacks, strokes, and deaths due to blood clots in patients requiring chronic anticoagulation. Although warfarin is widely used off-label for several indications, extensive clinical and real-world data have shown it can have significant, serious side effects. With tecarfarin, Cadrenal is advancing an innovative solution to address the unmet needs in anticoagulation therapy, aiming to reduce the clinical complexities of managing Vitamin K antagonists and where DOACs remain inadequate or unproven.
Tecarfarin received Orphan Drug Designation (ODD) and fast-track status for the prevention of systemic thromboembolism (blood clots) of cardiac origin in patients with end-stage kidney disease and atrial fibrillation (ESKD+AFib). The company also received ODD for the prevention of thromboembolism and thrombosis in patients with implanted mechanical circulatory support devices, including Left Ventricular Assist Devices (LVADs). The company has submitted an Orphan Drug Designation Request to the US FDA for patients with chronic kidney disease who have an implanted mechanical heart valve (and consequently require lifelong anticoagulation with a VKA) who also have genetic predisposition to impaired CYP2C9 metabolism, and resulting associated challenges with achieving reliable degrees of anticoagulation with the long-term use of warfarin.
Cadrenal is opportunistically pursuing business development initiatives with a longer-term focus on creating a pipeline of cardiovascular therapeutics. For more information, visit https://www.cadrenal.com/and connect with us on LinkedIn.
Safe Harbor
Any statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements.” The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements include statements regarding initiation of clinical trial for tecarfarin in patients with ESKD transitioning to dialysis; initiation of registration trial in patients with ESKD and AFib, developing transformative therapeutics to specifically address limitations of current anticoagulation therapy; addressing a critical current treatment gap in patients with ESKD; enrollment in the planned clinical trial beginning later this year; the planned study being an important step forward for the continued development of tecarfarin in ESKD; improving patient outcomes with a potentially better vitamin K antagonist; tecarfarin offering potential promise in patients initiating dialysis; addressing the unmet needs in anticoagulation therapy; and Cadrenal’s ability to pursue business development initiatives with a longer-term focus on creating a pipeline of cardiovascular therapeutics. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the ability to develop transformative therapeutics to specifically address limitations of current anticoagulation therapy; the ability to address a critical current treatment gap in patients with ESKD; the ability to advance an innovative solution to address the unmet needs in anticoagulation therapy; the ability to initiate and successfully complete clinical trials on time and achieve desired results and benefits as expected; the ability of Cadrenal to build a pipeline of specialized cardiovascular therapeutics and other assets and the other risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and the Company’s subsequent filings with the Securities and Exchange Commission, including subsequent periodic reports on Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any forward-looking statements contained in this press release speak only as of the date hereof and, except as required by federal securities laws, the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.
Delivered GrossMargin of 15%, Expansion of 250Basis Points OperatingCashFlowof$8.5 Million andAdjustedFreeCashFlowof$7.9Million Strong Order Intake Driven by Operational Flexibility, Reaffirmed Full Year Guidance
CHICAGO, Aug. 04, 2025 (GLOBE NEWSWIRE) — FreightCar America, Inc. (NASDAQ: RAIL) (“FreightCar America” or the “Company”), a diversified manufacturer and supplier of railroad freight cars, railcar parts and components, today reported results for the second quarter ended June 30, 2025.
SecondQuarter 2025Highlights
Revenues of $118.6 million, compared to $147.4 million in the second quarter of 2024, with railcar deliveries of 939 units compared to 1,159 units in the prior year period
Gross margin of 15.0% with gross profit of $17.8 million, compared to gross margin of 12.5% with gross profit of $18.4 million in the second quarter of 2024
Net income of $11.7 million, or $0.34 per share, and Adjusted net income of $3.8 million, or $0.11 per share, reflecting a $51.9 million benefit from a valuation allowance release, partially offset by a $47.6 million non-cash adjustment from the change in warrant liability due to share price appreciation
Adjusted EBITDA was $10.0 million, representing a margin of 8.4%, compared to $12.1 million and a margin of 8.2% in the second quarter of 2024
Received new orders for 1,226 railcars within the quarter valued at $106.9 million
Ended the quarter with a backlog of 3,624 units valued at $316.9 million, up approximately 300 units from prior quarter, reflecting strong order activity and healthy demand
“In the second fiscal quarter, we delivered on our commercial excellence initiatives across the business, supported by strong order intake and healthy customer demand,” said Nick Randall, President and Chief Executive Officer of FreightCar America. “We increased utilization across our four production lines, delivered improved productivity, and benefited from a richer product mix from disciplined pricing. Our ability to remain agile and responsive to customer needs continues to be a key differentiator, particularly in rebuilds and conversions, enabling us to capture meaningful opportunities in a dynamic market.”
Randall continued, “While broader market uncertainty earlier in the year delayed some order activity, we believe the underlying fundamentals point to a meaningful replacement cycle ahead. As that takes shape, our agile manufacturing presence positions us well to capture incremental demand and grow our share. At the same time, we continue to advance our growth strategy by investing in our tank car capabilities, which we expect will strengthen our cost position and support long-term value creation.”
FiscalYear2025 Outlook
The Company has reaffirmed outlook for fiscal year 2025 as follows:
Fiscal2025 Outlook
Year-over-Year GrowthatMidpoint
Railcar Deliveries
4,500 – 4,900 Railcars
7.7%
Revenue
$530 – $595 million
0.6%
AdjustedEBITDA1
$43 – $49 million
7.0%
1. The Company does not provide a reconciliation of forward-looking Adjusted EBITDA guidance due to the inherent difficulty in forecasting and quantifying adjustments necessary to calculate such non-GAAP measure without unreasonable effort. Material changes to such adjustments, including warrant liability and non-core operating items, could affect future GAAP results.
Mike Riordan, Chief Financial Officer of FreightCar America, added, “We’re pleased to reaffirm our full-year guidance, supported by strong margin performance and continued commercial execution across the business, with order activity supporting our healthy backlog. In addition, this quarter marked our fifth consecutive quarter of positive operating cash flow, reflecting the consistency and sustainability of our cash generation engine. Our focus on working capital discipline and operational efficiency has positioned us well to maintain momentum and invest in growth opportunities as we deliver strong performance in the second half of the year.”
SecondQuarter 2025 ConferenceCall&Webcast Information
The Company will host a conference call and live webcast on Tuesday, August 5, at 11:00 a.m. (Eastern Time) to discuss its second quarter 2025 financial results. FreightCar America invites shareholders and other interested parties to listen to its financial results conference call. Teleconference details are as follows:
An audio replay of the conference call will be available beginning at 3:00 p.m. (Eastern Time) on Tuesday, August 5, 2025, until 11:59 p.m. (Eastern Time) on Tuesday, August 19, 2025. To access the replay, please dial (844) 512-2921 or (412) 317-6671. The replay passcode is 13754875. An archived version of the webcast will also be available on the FreightCar America Investor Relations website.
AboutFreightCarAmerica
FreightCar America, headquartered in Chicago, Illinois, is a leading designer, producer and supplier of railroad freight cars, railcar parts and components. We also specialize in railcar repairs, complete railcar rebody services and railcar conversions that repurpose idled rail assets back into revenue service. Since 1901, our customers have trusted us to build quality railcars that are critical to economic growth and instrumental to the North American supply chain. To learn more about FreightCar America, visit www.freightcaramerica.com.
Forward-LookingStatements
This press release contains statements relating to our expected financial performance, financial condition, and/or future business prospects, events and/or plans that are “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent our estimates and assumptions only as of the date of this press release. Our actual results may differ materially from the results described in or anticipated by our forward-looking statements due to certain risks and uncertainties. These risks and uncertainties relate to, among other things, the cyclical nature of our business; adverse geopolitical, economic and market conditions, including inflation; material disruption in the movement of rail traffic for deliveries; fluctuating costs of raw materials, including steel and aluminum; delays in the delivery of raw materials; our ability to maintain relationships with our suppliers of railcar components; our reliance upon a small number of customers that represent a large percentage of our sales; the variable purchase patterns of our customers and the timing of completion; delivery and customer acceptance of orders; the highly competitive nature of our industry; the risk of lack of acceptance of our new railcar offerings; potential unexpected changes in laws, rules, and regulatory requirements, including tariffs and trade barriers (including recent United States tariffs imposed or threatened to be imposed on China, Canada, Mexico and other countries and any retaliatory actions taken by such countries); and other competitive factors. The factors listed above are not exhaustive. New factors emerge from time to time that may cause our business not to develop as we expect, and it is not possible for us to predict all of them. We expressly disclaim any duty to provide updates to any forward-looking statements made in this press release, whether as a result of new information, future events or otherwise.
Non-GAAPFinancialMeasures
This press release includes measures not derived in accordance with generally accepted accounting principles (“GAAP”), such as EBITDA, Adjusted EBITDA, Adjusted net income (loss), Adjusted EPS, Free cash flow and Adjusted free cash flow. These non-GAAP measures should not be considered in isolation or as a substitute for any measure derived in accordance with GAAP and may also be inconsistent with similar measures presented by other companies. Reconciliations of these measures to the applicable most closely comparable GAAP measures, and reasons for the Company’s use of these measures, are presented in the attached pages.
Second quarter sales of $172 million, EPS of $(0.12), Adjusted EBITDA of $5.2 million Continued strong free cash flow generation Updates full year 2025 guidance
NEW ALBANY, Ohio, Aug. 04, 2025 (GLOBE NEWSWIRE) — CVG (NASDAQ: CVGI), a diversified industrial products and services company, today announced financial results for its second quarter ended June 30, 2025.
Second Quarter 2025 Highlights(Results from Continuing Operations; compared with prior year, where comparisons are noted)
Revenues of $172.0 million, down 11.2%, primarily due to softening in global demand.
Operating income of $0.8 million, adjusted operating income of $1.9 million, down compared to operating income of $1.1 million and adjusted operating income of $4.8 million. The decrease in operating income was driven primarily by lower sales volumes.
Net loss from continuing operations of $4.1 million, or $(0.12) per diluted share and adjusted net loss of $2.9 million, or $(0.09) per diluted share, compared to net loss from continuing operations of $1.3 million, or $(0.04) per diluted share and adjusted net income of $1.5 million, or $0.05 per diluted share.
Adjusted EBITDA of $5.2 million, down 36.6%, with an adjusted EBITDA margin of 3.0%, down from 4.2%.
Free cash flow of $17.3 million, up $16.5 million, due to better working capital management. Net debt decreased $31.8 million compared to the year end 2024 level.
Gross margin expansion of 80 basis points versus Q1 2025 due to operational efficiency improvements.
James Ray, President and Chief Executive Officer, said, “Despite continued macroeconomic volatility, particularly a softening in Construction and Agriculture and Class 8 end markets and ongoing concerns around tariff impacts, we were pleased with continued momentum in our second quarter results, which were highlighted by strong free cash generation. During the quarter, we made progress in implementing operational improvements and right sizing our manufacturing footprint, which drove sequential gross margin improvement for the second consecutive quarter. Additionally, as part of our efforts to preserve margin performance, we are continuing our efforts to further reduce our targeted SG&A levels, and we are having constructive negotiations with customers as it relates to mitigating tariff impacts.”
Mr. Ray continued, “We are encouraged by the improved performance in our Global Electrical Systems segment, driven by new business wins outside of the Construction and Agriculture end markets, which continue to see lower demand. The Global Electrical Systems segment also saw margin expansion despite revenues being flat year-over-year. Across our enterprise, we remain focused on execution, delivery, and driving operational efficiency, while managing the potential impact of trade policy.”
Andy Cheung, Chief Financial Officer, added, “We were pleased to see continued strong free cash generation in the quarter, as well as continued improvement in gross margin, as the benefits of our strategic initiatives take hold. Given our successful working capital initiatives, we are raising our free cash outlook to at least $30 million for the full fiscal year. Continued free cash generation and debt paydown remain key focus areas moving forward. During the quarter, we completed the refinancing of our credit facilities, which will further benefit our strategic initiatives and provide increased financial flexibility as we look to drive further cost reductions, margin improvement, and overall operational efficiency.”
Second Quarter Financial Results from Continuing Operations (amounts in millions except per share data and percentages)
Consolidated Results from Continuing Operations
Second Quarter 2025 Results
Second quarter 2025 revenues were $172.0 million, compared to $193.7 million in the prior year period, a decrease of 11.2%. The overall decrease in revenues was due to lower sales as a result of a softening in customer demand across all segments.
Operating income in the second quarter 2025 was $0.8 million compared to $1.1 million in the prior year period. The decrease in operating income was attributable to the impact of lower sales volumes. Second quarter 2025 adjusted operating income was $1.9 million, compared to $4.8 million in the prior year period.
Interest associated with debt and other expenses was $2.3 million and $2.4 million for the second quarter 2025 and 2024, respectively.
Net loss from continuing operations was $4.1 million, or $(0.12) per diluted share, for the second quarter 2025 compared to net loss of $1.3 million, or $(0.04) per diluted share, in the prior year period. Second quarter 2025 adjusted net loss from continuing operations was $2.9 million, or $(0.09) per diluted share, compared to adjusted net income of $1.5 million, or $0.05 per diluted share.
On June 30, 2025, the Company had $30.3 million of outstanding borrowings on its U.S. revolving credit facility and $4.2 million outstanding borrowings on its China credit facility, $45.3 million of cash and $90.6 million of availability from the credit facilities (subject to customary borrowing base and other conditions), resulting in total liquidity of $135.9 million.
Second Quarter 2025 Segment Results
Global Seating Segment
Revenues were $74.5 million compared to $82.4 million for the prior year period, a decrease of 9.6%, due to lower sales volume as a result of decreased customer demand.
Operating income was $2.7 million, compared to $2.1 million in the prior year period, an increase of 29.1%, primarily attributable to lower SG&A expenses. Second quarter 2025 adjusted operating income was $3.1 million compared to $2.9 million in the prior year period.
Global Electrical Systems Segment
Revenues were $53.6 million compared to $53.6 million in the prior year period, essentially flat.
Operating income was $0.7 million compared to an operating loss of $0.5 million in the prior year period. The increase in operating income was primarily attributable to lower salary expense and lower restructuring costs in the current period compared to the prior period. Second quarter 2025 adjusted operating income was $1.2 million compared to $0.8 million in the prior year period.
Trim Systems and Components Segment
Revenues were $43.9 million compared to $57.6 million in the prior year period, a decrease of 23.8%, primarily as a result of decreased customer demand.
Operating income was $0.1 million compared to $2.3 million in the prior year period, a decrease of $2.2 million. The decrease in operating income was primarily attributable to lower sales volumes. Second quarter 2025 adjusted operating income was $0.3 million compared to $4.0 million in the prior year period.
Outlook
CVG updated the Company’s outlook for the full year 2025, based on current market conditions:
Metric
Prior 2025 Outlook ($ millions)
2025 Outlook ($ millions)
Net Sales
$660- $690
$650- $670
Adjusted EBITDA
$22 – $27
$21 – $25
Free Cash Flow
> $20
> $30
This outlook reflects, among others, current industry forecasts for North America Class 8 truck builds. According to ACT Research, 2025 North American Class 8 truck production levels are expected to be at 252,000 units. The 2024 actual Class 8 truck builds according to the ACT Research was 332,372 units.
Construction and Agriculture end markets are projected to decline approximately 5-15% in 2025. However, we expect the contribution from new business wins outside of Construction and Agriculture end markets in Electrical Systems to soften this decline.
GAAP to Non-GAAP Reconciliation
A reconciliation of GAAP to non-GAAP financial measures referenced in this release is included as Appendix A to this release.
Conference Call
A conference call to discuss this press release is scheduled for Tuesday, August 5, 2025, at 8:30 a.m. ET. Management intends to reference the Q2 2025 Earnings Call Presentation during the conference call. To participate, dial (800) 549-8228 using conference code 72110. International participants dial (289) 819-1520 using conference code 72110.
This call is being webcast and can be accessed through the “Investors” section of CVG’s website at ir.cvgrp.com, where it will be archived for one year.
A telephonic replay of the conference call will be available for a period of two weeks following the call. To access the replay, dial (888) 660-6264 using access code 72110#.
Company Contact Andy Cheung Chief Financial Officer CVG [email protected]
Investor Relations Contact Ross Collins or Stephen Poe Alpha IR Group [email protected]
About CVG
CVG is a global provider of systems, assemblies and components to the global commercial vehicle market and the electric vehicle market. We deliver real solutions to complex design, engineering and manufacturing problems while creating positive change for our customers, industries and communities we serve. Information about the Company and its products is available on the internet at www.cvgrp.com.
Forward-Looking Statements
This press release contains forward-looking statements that are subject to risks and uncertainties. These statements often include words such as “believe”, “anticipate”, “plan”, “expect”, “intend”, “will”, “should”, “could”, “would”, “project”, “continue”, “likely”, and similar expressions. In particular, this press release may contain forward-looking statements about the Company’s expectations for future periods with respect to its plans to improve financial results, the future of the Company’s end markets, changes in the Class 8 and Class 5-7 North America truck build rates, performance of the global construction and agricultural equipment business, the Company’s prospects in the wire harness and electric vehicle markets, the Company’s initiatives to address customer needs, organic growth, the Company’s strategic plans and plans to focus on certain segments, competition faced by the Company, volatility in and disruption to the global economic environment including global supply chain constraints, inflation and labor shortages, tariffs and counter-measures, financial covenant compliance, anticipated effects of acquisitions, production of new products, plans for capital expenditures, and the Company’s financial position or other financial information. These statements are based on certain assumptions that the Company has made in light of its experience as well as its perspective on historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Actual results may differ materially from the anticipated results because of certain risks and uncertainties, including those included in the Company’s filings with the SEC. There can be no assurance that statements made in this press release relating to future events will be achieved. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are expressly qualified in their entirety by such cautionary statements.
Other Information
Throughout this document, certain numbers in the tables or elsewhere may not sum due to rounding. Rounding may have also impacted the presentation of certain year-on-year percentage changes.
Revenue of $1.08 billion and net income of $22.4 million
Adjusted net income1 of $42.3 million, up 61% y/y
Adjusted EBITDA1 of $82.4 million, with a margin of 7.6%
Diluted EPS of $0.70; Adjusted diluted EPS1 of $1.33, up 59% y/y
Improved net debt by $200 million y/y
Established $100 million share repurchase authorization
Awarded $4.3 billion T-6 aircraft program
RESTON, Va., Aug. 4, 2025 /PRNewswire/ — V2X, Inc. (NYSE: VVX) announced second quarter 2025 financial results. “Our second quarter results reflect V2X’s ability to execute in all market environments and further demonstrate the resiliency of our business,” said Jeremy C. Wensinger, President and Chief Executive Officer. “We believe the overall trends in our market remain positive and that V2X is well positioned to leverage our mission expertise and full lifecycle capabilities to deliver next generation data-enabled solutions that enhance readiness and customer outcomes.”
Mr. Wensinger continued, “We are bringing innovation and new approaches to rapidly deploy solutions for improved readiness, which was exemplified by the recent $4.3 billion T-6 program award. The T-6 aircraft is widely used in a multi-service aviation training program that is critical to ensure new pilot readiness. This award is an example of the strategy we are executing and it’s an honor to have been selected to help ensure that pilots in the U.S. Air Force, Navy, and Army will be trained and ready for their next mission. V2X will use commercial-based approaches to provide full spectrum supply chain management solutions to enable this essential training-mission for over 700 aircraft.”
“I’d like to thank all our employees for their contributions during the quarter and specifically recognize the recent success achieving full operational capability on the Army’s largest training program. This is a remarkable accomplishment, which will ensure the delivery of critical training related services to Army warfighters worldwide by infusing cutting-edge innovations to meet ever-evolving needs.”
Mr. Wensinger concluded, “We are transforming V2X to be a leader in data-enabled mission solutions across all domains. The growth initiatives fueling this advancement include optimizing our core for on contract growth, leveraging capabilities into adjacent markets, extending new offerings, and strategically investing both internally and externally. We are executing on these initiatives today and believe they will accelerate growth, create differentiation, and yield value in the years to come.”
Second Quarter 2025 Results
“V2X reported revenue of $1.08 billion in the quarter,” said Shawn Mural, Senior Vice President and Chief Financial Officer. “The performance in the second quarter was strong and provides additional confidence to deliver on our full year commitments. The second quarter results reflect the great job our team has done in optimizing and refining our processes and procedures. I’m very proud of what we have been able to achieve over the past year.”
“For the quarter, the Company reported operating income of $52.9 million and adjusted operating income1 of $77.3 million, increasing $11.5 million dollars or 18% from the prior year. V2X delivered adjusted EBITDA1 of $82.4 million, with a margin of 7.6%. Net income for the quarter was $22.4 million dollars. Adjusted net income1 was $42.3 million dollars, increasing $16.1 million dollars or 61% year-over-year. Second quarter GAAP diluted EPS was $0.70. Adjusted diluted EPS1 for the quarter was $1.33, increasing 59% year-over-year.”
“Second quarter net cash provided by operating activities was $28.5 million. Adjusted net cash provided by operating activities1 increased $112.1 million year-over-year to $58.3 million.”
Mr. Mural continued, “During the quarter we further progressed our capital allocation strategy by establishing a $100 million share repurchase authorization. We believe the strong cash flow characteristics of our business support V2X’s ability to create additional long-term value through the efficient deployment of capital. The core tenets of our deployment strategy include opportunistically repurchasing shares, strategic acquisitions, internal investments for growth, and reducing leverage via debt reduction.”
Increasing 2025 Adjusted EPS1 Guidance
Mr. Mural concluded, “Given the year-to-date performance and trends in our business, the Company is increasing its adjusted EPS guidance for 2025 and reaffirming its revenue, adjusted EBITDA, and adjusted net cash1 ranges.”
Guidance is as follows:
$ millions, except for per share amounts
Prior 2025 Guidance
Updated 2025 Guidance
Revenue
$4,375
$4,500
$4,375
$4,500
Adjusted EBITDA1
$305
$320
$305
$320
Adjusted Diluted Earnings Per Share1
$4.45
$4.85
$4.65
$4.95
Adjusted Net Cash Provided by Operating Activities1
$150
$170
$150
$170
The Company is not providing a quantitative reconciliation with respect to the foregoing forward-looking non-GAAP measures in reliance on the “unreasonable efforts” exception set forth in the SEC rules because certain financial information, the probable significance of which cannot be determined, is not available and cannot be reasonably estimated. For example, unusual, one-time, non-ordinary, or non-recurring costs, which relate to mergers and acquisitions (“M&A”), integration and related activities cannot be reasonably estimated. Forward-looking statements are based upon current expectations and are subject to factors that could cause actual results to differ materially from those suggested here, including those factors set forth in the Safe Harbor Statement below.
Second Quarter Conference Call
Management will conduct a conference call with analysts and investors at 4:30 p.m. ET on Monday, August 4, 2025. U.S.-based participants may dial in to the conference call at 877-300-8521, while international participants may dial 412-317-6026. A live webcast of the conference call as well as an accompanying slide presentation will be available here: https://app.webinar.net/MPvl2xBdpg3
A replay of the conference call will be posted on the V2X website shortly after completion of the call and will be available for one year. A telephonic replay will also be available through August 18, 2025, at 844-512-2921 (domestic) or 412-317-6671 (international) with passcode 10200918.
Presentation slides that will be used in conjunction with the conference call will also be made available online in advance on the “investors” section of the Company’s website at https://gov2x.com. V2X recognizes its website as a key channel of distribution to reach public investors and as a means of disclosing material non-public information to comply with its obligations under the U.S. Securities and Exchange Commission (“SEC”) Regulation FD.
1 See “Key Performance Indicators and Non-GAAP Financial Measures” for descriptions and reconciliations.
About V2X
V2X builds innovative solutions that integrate physical and digital environments by aligning people, actions, and technology. V2X is embedded in all elements of a critical mission’s lifecycle to enhance readiness, optimize resource management, and boost security. The company provides innovation spanning national security, defense, civilian, and international markets. With a global team of approximately 16,000 professionals, V2X enables mission success by injecting AI and machine learning capabilities to meet today’s toughest challenges across all operational domains.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 (the “Act”): Certain material presented herein includes forward-looking statements intended to qualify for the safe harbor from liability established by the Act.
Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “could,” “potential,” “continue” or similar terminology. These statements are based on the beliefs and assumptions of the management of the Company based on information currently available to management. Forward-looking statements in this press release, include, but are not limited to our future performance and capabilities; all of the statements and items listed under “Increasing 2025 Adjusted EPS Guidance” above and other assumptions contained therein for purposes of such guidance; our belief that prior performance provides substantial visibility for future performance; market trends; our expectations that the foreign military sales and international markets represent a large and growing addressable opportunity; and our belief that our strategy, visibility, and targeted growth opportunities provide substantial opportunities for value creation.
These forward-looking statements are not guarantees of future performance, conditions, or results, and involve a number of known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside our management’s control, which could cause actual results to differ materially from the results discussed in the forward-looking statements. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the Company’s historical experience and our present expectations or projections. For a discussion of some of the risks and uncertainties that could cause actual results to differ from such forward-looking statements, see the risks and other factors detailed from time to time in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the SEC.
We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Highly Complementary Brand Portfolios, Dealer Networks, and Industry Segments will Enhance Customer Reach
Combined Capabilities to Drive Accretion and Accelerate Strategic Initiatives to Better Serve Customers
HNI and Steelcase to Host Conference Call and Webcast at 8:30 AM ET Today
MUSCATINE, Iowa & GRAND RAPIDS, Mich.–(BUSINESS WIRE)– HNI Corporation (NYSE: HNI) and Steelcase Inc. (NYSE: SCS) today announced that they have entered into a definitive agreement under which HNI will acquire Steelcase in a cash and stock transaction, with a total consideration of approximately $2.2 billion to Steelcase common shareholders.
Under the terms of the agreement, Steelcase shareholders will receive $7.20 in cash and 0.2192 shares of HNI common stock for each share of Steelcase they own. The implied per share purchase price of $18.30 is based on HNI’s closing share price of $50.62 on Friday, August 1, 2025, reflecting a valuation multiple at transaction close1 for Steelcase of approximately 5.8x TTM2 Adjusted EBITDA, inclusive of run-rate cost synergies of $120 million. Upon closing, HNI shareholders will own approximately 64% and Steelcase shareholders will own approximately 36% of the combined company.
“This acquisition brings together two respected companies with complementary strengths and represents an exciting milestone in HNI’s growth journey,” said Jeffrey Lorenger, HNI’s Chairman, President, and Chief Executive Officer. “We have long admired Steelcase for its insight-led approach, which has helped shape our industry for decades. With the Steelcase portfolio of brands and as in-office work trends accelerate, we will be even better positioned to meet the evolving needs of the workplace, enhance dealer and customer relationships, unlock new opportunities for growth, and create compelling value for the combined company’s shareholders.”
“Joining with HNI is a bold step that marks the next era for Steelcase, our customers, dealers, and employees,” said Sara Armbruster, President and Chief Executive Officer of Steelcase. “Together, we will be positioned to redefine what’s possible in the world of work, workers, and workplaces. Like Steelcase, HNI is an organization that leads with purpose, shares similar values, and puts the customer at the center of everything they do. I’m excited to see this combination shape our industry.”
Compelling Strategic Benefits
Combines Complementary Portfolios and Dealer Networks to Enhance Customer Reach: HNI’s and Steelcase’s geographic footprints and dealer networks are highly complementary, which bolsters the combined company’s ability to serve more customers across diverse industry segments, including small and medium business, large corporate, healthcare, education, and hospitality customers. The companies have the industry’s most respected and widely recognized brands, allowing the combined company to better support an expanded customer base and capture growth opportunities from industry tailwinds.
Brings Together World-Class Capabilities: Uniting a strong innovation engine with operational excellence, the combined organization will accelerate delivery of more advanced solutions to customers, while increasing value for shareholders.
Strong Financial Profile: The combined company will have pro forma annual revenue of approximately $5.8 billion, pro forma Adjusted EBITDA of approximately $745 million, and 2.1x net leverage. 3 These metrics are based on each company’s respective last reported 12-month results and are inclusive of annual run-rate synergies. Net leverage is expected to return to pre-acquisition levels within 18-24 months.
Highly Synergistic Combination: With recent experience in M&A execution and a disciplined integration approach, HNI’s proven ability to successfully combine core capabilities and deliver cost synergies will maximize the new organization’s future success. Annual run-rate synergies are expected to total $120 million when fully mature. The company projects the combination will be highly accretive to non-GAAP earnings per share beginning in 2027.
Accelerates Strategic Framework: The acquisition is fully aligned with HNI’s strategic framework focused on driving long-term profitable growth. With an enhanced financial profile, the new company will also be better positioned to accelerate and increase investments in long-term operational enhancements, digital transformation, and customer-centric buying experiences.
HNI and Steelcase share a deep commitment to respecting people, protecting the planet, operating with excellence, and acting with integrity. As a stronger and more diversified organization, the combined company will bring together the strengths of both HNI and Steelcase to create new career growth opportunities for team members, deliver more value for customers, and further support and invest in the communities where they operate.
Following the close of the transaction, the combined company will continue to be led by Jeffrey Lorenger, HNI’s Chairman, President, and Chief Executive Officer. HNI will continue to operate its corporate headquarters in Muscatine, Iowa, and Steelcase will maintain its headquarters in Grand Rapids, Michigan. HNI will maintain the Steelcase brand following the transaction’s close. In addition, post-closing, HNI’s Board of Directors will expand from 10 directors to 12, to include two of Steelcase’s current independent board members.
Approvals, Financing, and Timing to Close
The transaction, which is expected to close by the end of calendar year 2025, is subject to approval by HNI and Steelcase shareholders, the receipt of required regulatory clearances, and the satisfaction of other customary closing conditions.
Certain shareholders of Steelcase have entered into a voting agreement to vote in favor of the transaction at the special meeting of Steelcase shareholders to be held in connection with the transaction.
In support of the transaction, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. have executed a commitment letter to provide committed financing to HNI, subject to the terms and conditions therein.
Advisors
J.P. Morgan Securities LLC is serving as exclusive financial advisor to HNI, and Davis Polk & Wardwell LLP is serving as legal counsel. Goldman Sachs & Co. LLC and BofA Securities are serving as financial advisors to Steelcase, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel.
Conference Call, Webcast and Presentation
HNI and Steelcase will hold a conference call to discuss the transaction today, August 4, 2025 at 8:30 a.m. Eastern Time. To listen, call (855) 761-5600 and use conference ID number 7006893. Access to a live audio webcast and slide presentation will be available on the Events & Presentations page of the Investor Relations section of HNI Corporation’s website or at the following link: https://events.q4inc.com/attendee/369737700 [events.q4inc.com].
About HNI Corporation
HNI Corporation (NYSE: HNI) has been improving where people live, work, and gather for more than 75 years. HNI is a manufacturer of workplace furnishings and residential building products, operating under two segments. The Workplace Furnishings segment is a leading global designer and provider of commercial furnishings, going to market under multiple unique brands. The Residential Building Products segment is the nation’s leading manufacturer and marketer of hearth products, which include a full array of gas, electric, wood, and pellet-burning fireplaces, inserts, stoves, facings, and accessories. More information can be found on the Corporation’s website at www.hnicorp.com.
About Steelcase
Steelcase (NYSE: SCS) is a global design and thought leader in the world of work. Our purpose is to help the world work better. Along with more than 30 creative and technology partner brands, we research, design and manufacture furnishings and solutions for many of the places where work happens — including offices, homes, and learning and health environments. Together with our 11,300 employees, we’re working toward better futures for the wellbeing of people and the planet. Our solutions come to life through our global community of expert Steelcase dealers in approximately 790 locations, store.steelcase.com and other retail partners. For more information, visit Steelcase.com.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933, which involve risks and uncertainties. Any statements about HNI’s, Steelcase’s or the combined company’s plans, objectives, expectations, strategies, beliefs, or future performance or events and any other statements to the extent they are not statements of historical fact are forward-looking statements. Words, phrases or expressions such as “anticipate,” “believe,” “could,” “confident,” “continue,” “estimate,” “expect,” “forecast,” “hope,” “intend,” “likely,” “may,” “might,” “objective,” “plan,” “possible,” “potential,” “predict,” “project”, “target,” “trend” and similar words, phrases or expressions are intended to identify forward looking statements but are not the exclusive means of identifying such statements. Forward-looking statements are based on information available and assumptions made at the time the statements are made. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Forward-looking statements in this communication include, but are not limited to, statements about the benefits of the transaction between HNI and Steelcase (the “Transaction”), including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts.
The following Transaction-related factors, among others, could cause actual results to differ materially from those expressed in or implied by forward-looking statements: the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between HNI and Steelcase; the outcome of any legal proceedings that may be instituted against HNI or Steelcase; the possibility that the Transaction does not close when expected or at all because required regulatory, shareholder, or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that seeking or obtaining such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, trade policy (including tariff levels), laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which HNI and Steelcase operate; any failure to promptly and effectively integrate the businesses of HNI and Steelcase; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of HNI’s or Steelcase’s customers, employees or other business partners, including those resulting from the announcement, pendency or completion of the Transaction; the dilution caused by HNI’s issuance of additional shares of its capital stock in connection with the Transaction; and the diversion of management’s attention and time to the Transaction from ongoing business operations and opportunities.
Additional important factors relating to Steelcase that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, competitive and general economic conditions domestically and internationally; acts of terrorism, war, governmental action, natural disasters, pandemics and other Force Majeure events; cyberattacks; changes in the legal and regulatory environment; changes in raw material, commodity and other input costs; currency fluctuations; changes in customer demand; and the other risks and contingencies detailed in Steelcase’s most recent Annual Report on Form 10-K and its other filings with the U.S. Securities and Exchange Commission (the “SEC”).
Additional important factors relating to HNI that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, HNI’s ultimate realization of the anticipated benefits of the acquisition of Kimball International; disruptions in the global supply chain; the effects of prolonged periods of inflation and rising interest rates; labor shortages; the levels of office furniture needs and housing starts; overall demand for HNI’s products; general economic and market conditions in the United States and internationally; industry and competitive conditions; the consolidation and concentration of HNI’s customers; HNI’s reliance on its network of independent dealers; change in trade policy, including with respect to tariff levels; changes in raw material, component, or commodity pricing; market acceptance and demand for HNI’s new products; changing legal, regulatory, environmental, and healthcare conditions; the risks associated with international operations; the potential impact of product defects; the various restrictions on HNI’s financing activities; an inability to protect HNI’s intellectual property; cybersecurity threats, including those posed by potential ransomware attacks; impacts of tax legislation; and force majeure events outside HNI’s control, including those that may result from the effects of climate change, a description of which risks and uncertainties and additional risks and uncertainties can be found in HNI’s most recent Annual Report on Form 10-K and its other filings with the SEC.
These factors are not necessarily all of the factors that could cause HNI’s, Steelcase’s or the combined company’s actual results, performance, or achievements to differ materially from those expressed in or implied by any forward-looking statements. Other unknown or unpredictable factors also could harm HNI’s, Steelcase’s or the combined company’s results.
All forward-looking statements attributable to HNI, Steelcase, or the combined company, or persons acting on HNI’s or Steelcase’s behalf, are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and HNI and Steelcase do not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If HNI or Steelcase updates one or more forward-looking statements, no inference should be drawn that HNI or Steelcase will make additional updates with respect to those or other forward-looking statements. Further information regarding HNI, Steelcase and factors that could affect the forward-looking statements contained herein can be found in HNI’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and its other filings with the SEC, and in Steelcase’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and its other filings with the SEC.
No Offer or Solicitation
This communication is not an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important Information and Where to Find It
In connection with the Transaction, HNI will file with the SEC a Registration Statement on Form S-4 to register the shares of HNI common stock to be issued in connection with the Transaction. The Registration Statement will include a joint proxy statement of HNI and Steelcase that also constitutes a prospectus of HNI. The definitive joint proxy statement/prospectus will be sent to the shareholders of each of HNI and Steelcase.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION REGARDING HNI, STEELCASE, THE TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by HNI or Steelcase through the website maintained by the SEC at http://www.sec.gov or from HNI at its website, www.hnicorp.com, or from Steelcase at its website, www.steelcase.com (information included on or accessible through either of HNI’s or Steelcase’s website is not incorporated by reference into this communication).
Participants in the Solicitation
HNI, Steelcase, their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies in connection with the Transaction under the rules of the SEC. Information about the interests of the directors and executive officers of HNI and Steelcase and other persons who may be deemed to be participants in the solicitation of proxies in connection with the Transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus related to the Transaction, which will be filed with the SEC. Information about the directors and executive officers of HNI and their ownership of HNI common stock is set forth in the definitive proxy statement for HNI’s 2025 Annual Meeting of Shareholders, filed with the SEC on March 11, 2025; in Table I (Information about our Executive Officers) at the end of Part I of HNI’s Annual Report on Form 10 K for the fiscal year ended December 28, 2024, filed with the SEC on February 25, 2025; in HNI’s Current Report on Form 8 K filed with the SEC on June 20, 2025; in the Form 3 and Form 4 statements of beneficial ownership and statements of changes in beneficial ownership filed with the SEC by HNI’s directors and executive officers; and in other documents filed by HNI with the SEC. Information about the directors and executive officers of Steelcase and their ownership of Steelcase common stock can be found in Steelcase’s definitive proxy statement in connection with its 2025 Annual Meeting of Shareholders, filed with the SEC on May 28, 2025; under the heading “Supplementary Item. Information About Our Executive Officers” in Steelcase’s Annual Report on Form 10 K for the fiscal year ended February 28, 2025, filed with the SEC on April 18, 2025; in Steelcase’s Amendment No. 1 to Current Report on Form 8-K/A filed with the SEC on July 11, 2025; in the Form 3 and Form 4 statements of beneficial ownership and statements of changes in beneficial ownership filed with the SEC by Steelcase’s directors and executive officers; and in other documents filed by Steelcase with the SEC. Free copies of the documents referenced in this paragraph may be obtained as described above under the heading “Important Information and Where to Find It.”
____________________
1 Assumes transaction close at 12/31/2025 with $21 million of net debt; equity consideration is at time of announcement
2 TTM as of 05/30/2025
3 Includes EBITDA add-backs, which encompass two-year look-forward run-rate synergies, as defined within the credit agreement
HNI Corporation
Investors Vincent P. Berger Executive Vice President and Chief Financial Officer (563) 272-7400
Matthew S. McCall Vice President, Investor Relations and Corporate Development (563) 275-8898
Media Lauren Odell / Felipe Ucrós Gladstone Place Partners [email protected] (212) 230-5930
HOUSTON, Aug. 4, 2025 /PRNewswire/ — Direct Digital Holdings, Inc. (Nasdaq: DRCT) (“Direct Digital Holdings” or the “Company”), a leading advertising and marketing technology platform operating through its companies Colossus Media, LLC (“Colossus SSP”) and Orange 142, LLC (“Orange 142”), today announced that the Company will report financial results for the second quarter ended June 30, 2025 on Tuesday, August 5, 2025 after the U.S. stock market closes.
About Direct Digital Holdings Direct Digital Holdings (Nasdaq: DRCT) combines cutting-edge sell-side and buy-side advertising solutions, providing data-driven digital media strategies that enhance reach and performance for brands, agencies, and publishers of all sizes. Our sell-side platform, Colossus SSP, offers curated access to premium, growth-oriented media properties throughout the digital ecosystem. On the buy-side, Orange 142 delivers customized, audience-focused digital marketing and advertising solutions that enable mid-market and enterprise companies to achieve measurable results across a range of platforms, including programmatic, search, social, CTV, and influencer marketing. With extensive expertise in high-growth sectors such as Energy, Healthcare, Travel & Tourism, and Financial Services, our teams deliver performance strategies that connect brands with their ideal audiences.
At Direct Digital Holdings, we prioritize personal relationships by humanizing technology, ensuring each client receives dedicated support and tailored digital marketing solutions regardless of company size. This empowers everyone to thrive by generating billions of monthly impressions across display, CTV, in-app, and emerging media channels through advanced targeting, comprehensive data insights, and cross-platform activation. DDH is “Digital advertising built for everyone.”
CALGARY, AB, Aug. 3, 2025 /CNW/ – InPlay Oil Corp. (TSX: IPO) (OTCQX: IPOOF) (“InPlay” or the “Company“) announces that Obsidian Energy Ltd. (“Obsidian“) has entered into a definitive agreement with Delek Group Ltd. (“Delek“) in respect of the sale of all 9,139,784 common shares (“Common Shares“) in the capital of InPlay currently held by Obsidian (the “Transaction“).
“We are thrilled to welcome the Delek Group to our organization as part of their impressive oil and gas portfolio,” said Doug Bartole, President and CEO of InPlay Oil Corp. “Delek holds a 45% working interest in the largest natural gas field in the Mediterranean, with an estimated 23 TCF of recoverable natural gas. They have also played a key role in the growth of Ithaca Energy plc, where they hold a 52% equity stake, increasing production from 30,000 boe/d to over 120,000 boe/d since their initial investment. We look forward to partnering with Delek to continue building InPlay into a long-term, sustainable, growth-oriented Canadian oil and gas producer, with a strong focus on per-share growth and consistent returns to shareholders.”
“Delek is excited to partner with InPlay as our investment in the Canadian energy sector,” said Ehud (Udi) Erez, Chairman of the Board of the Delek Group. “We identified Canada as a strong and stable jurisdiction for our oil and gas investment, and InPlay stood out with its dynamic team and deep expertise in the Canadian market. InPlay has built a formidable track record through strong operational performance and strategic, accretive acquisitions. We look forward to seeing InPlay’s continued growth and continued success.”
The Transaction is expected to occur in the first half of August 2025 and remains subject to customary conditions to closing.
In connection with the Transaction, InPlay has entered into a registration rights agreement with Delek (the “Registration Rights Agreement“) and an investor rights agreement (the “Investor Rights Agreement“) substantially in the forms entered into between InPlay and Obsidian. The Registration Rights Agreement and Investor Rights Agreement are conditional upon closing of the Transaction.
The Investor Rights Agreement provides that, conditional upon closing of the Transaction, InPlay will appoint two nominees of Delek to the Board of Directors of InPlay (the “Board“) immediately following closing of the Transaction. For so long as Delek holds 20% or more of the issued and outstanding Common Shares and the Board is comprised of eight (8) members, Delek will be entitled to maintain two (2) board nominees. Delek has agreed that, subject to certain conditions, in respect of the election of directors and the appointment of the auditor’s at InPlay’s annual general meeting to be held in 2026 and the appointment of the auditor’s at InPlay’s annual general meeting to be held in 2027, Delek will vote (or, at Delek’s discretion, abstain or cause to be abstained from voting) all Common Shares held by it in accordance with the recommendations of the Board or management of InPlay. Additionally, the Investor Rights Agreement provides Delek with certain pre-emptive and participation rights with respect to certain equity offerings undertaken by InPlay.
The Registration Rights Agreement and the Investor Rights Agreement will be filed on InPlay’s SEDAR+ profile at www.sedarplus.com in due course.
About InPlay Oil Corp.
InPlay is a growth-oriented, sustainable oil and gas producer focused on long-term value creation for its shareholders. The Company’s operations are centered in the Western Canadian Sedimentary Basin, where InPlay holds a diverse portfolio of oil and natural gas assets. InPlay is committed to delivering strong per-share growth, maintaining a disciplined approach to capital investment, and providing consistent returns to shareholders.
About Delek Group
Delek is an independent E&P and the pioneering visionary behind the development of the East Med. With major finds in the Levant Basin, including Leviathan (21.4 TCF) and Tamar (11.2 TCF no longer owned by Delek) and others, Delek is leading the region’s development into a major natural gas export hub. In addition, Delek has invested in the North Sea, with its subsidiary, Ithaca Energy. Delek is one of Israel’s largest and most prominent companies with a consistent track record of growth. Its shares are traded on the Tel Aviv Stock Exchange (TASE:DLEKG) and are part of the TA 35 Index.
SOURCE InPlay Oil Corp.
For further information please contact: Doug Bartole, President and Chief Executive Officer, InPlay Oil Corp., Telephone: (587) 955-0632; Kevin Leonard, Vice President, Business & Corporate Development, InPlay Oil Corp., Telephone: (587) 893-6804
LOS ANGELES, Aug. 04, 2025 (GLOBE NEWSWIRE) — FAT (Fresh. Authentic. Tasty.) Brands Inc. (NASDAQ: FAT) (the “Company”) announced today that it has entered into a stipulation of settlement to resolve two stockholder derivative lawsuits pending in the Court of Chancery of the State of Delaware (the “Court”) on behalf of the Company against certain current and former directors and officers of the Company. The stockholder derivative claims were filed in June 2021 (Case No. 2021-0511-NAC, relating to the Company’s December 2020 merger with Fog Cutter Capital Group), and March 2022 (Case No. 2022-0254-NAC, relating to the Company’s June 2021 recapitalization).
The settlement will resolve all claims asserted against the named defendants in the derivative lawsuits without any liability or wrongdoing attributed to them personally or the Company. Under the terms of the proposed settlement, the Company’s Board of Directors agreed to adopt and implement certain corporate governance modifications. In addition, the Company’s insurers will pay to the Company $10 million, from which fees and expenses of plaintiffs’ counsel will be deducted, and Fog Cutter Holdings LLC will contribute 200,000 shares of Twin Hospitality Group Inc. (NASDAQ: TWNP), to the Company.
The settlement is subject to approval of the Court, and non-objection by the United States.
About FAT (Fresh. Authentic. Tasty.) Brands
FAT Brands (NASDAQ: FAT) is a leading global franchising company that strategically acquires, markets, and develops fast casual, quick-service, casual dining, and polished casual dining concepts around the world. The Company currently owns 18 restaurant brands: Round Table Pizza, Fatburger, Marble Slab Creamery, Johnny Rockets, Fazoli’s, Twin Peaks, Great American Cookies, Smokey Bones, Hot Dog on a Stick, Buffalo’s Cafe & Express, Hurricane Grill & Wings, Pretzelmaker, Elevation Burger, Native Grill & Wings, Yalla Mediterranean and Ponderosa and Bonanza Steakhouses, and franchises and owns over 2,300 units worldwide. For more information on FAT Brands, please visit fatbrands.com.
Forward Looking Statements
This news release contains forward-looking statements within the meaning of certain securities laws, including the Private Securities Litigation Reform Act of 1995, including statements regarding the agreement to settle the pending derivative lawsuits, and other statements that are not purely historical facts. These statements involve risks and uncertainties, including, among others, the uncertainty of obtaining court approval and non-objection by the United States of the proposed settlement, whether any proposed settlement is appealed, and the timing of the settlement payment. There can be no assurance that the litigation will be finally resolved in accordance with the agreement or at all. For a further description of additional risks and uncertainties relating to the business of the Company, see the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Any forward-looking statements are made only as of the date hereof and the Company does not intend to update or revise any of them, except as required by law.
MEDIA CONTACT: Erin Mandzik, FAT Brands [email protected] 860-212-6509
NEW YORK, Aug. 01, 2025 (GLOBE NEWSWIRE) — Xcel Brands (NASDAQ: XELB), a leading media and consumer products company known for building socially driven, live-commerce-focused brands, today announced the pricing of its public offering of 2,181,818 shares of common stock at a public offering price of $1.10 per share. In a concurrent private placement, the Company also agreed to issue and sell an aggregate of 145,147 unregistered shares to certain insiders of the Company including the Company’s Chief Executive Officer, Robert D’Loren, at a purchase price of $1.36, which is equal to the closing price of the Company’s common stock on July 31, 2025. The closing of the offering is expected to occur on or about August 4, 2025, subject to the satisfaction of customary closing conditions.
Maxim Group LLC is acting as the sole placement agent for the offering.
The combined gross proceeds from the public offering and concurrent private placement, before deducting the placement agent’s fees and other offering expenses, are expected to be approximately $2.6 million. The Company intends to use the net proceeds from this offering for brand development and launch, working capital and other general corporate purposes, including payment of outstanding payables.
The securities described above are being offered pursuant to a registration statement on Form S-1, as amended (File No. 333-288495), which was declared effective by the Securities and Exchange Commission (the “SEC”) on July 31, 2025. The offering is being made only by means of a prospectus which forms a part of the effective registration statement. A preliminary prospectus relating to the offering has been filed with the SEC. The shares to be issued in the concurrent private placement were offered under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws. Electronic copies of the final prospectus, when available, may be obtained on the SEC’s website at www.sec.gov and may also be obtained by contacting Maxim Group LLC at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Prospectus Department, or by telephone at (212) 895-3745 or by email at [email protected].
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Xcel Brands
Xcel Brands, Inc. (NASDAQ: XELB) is a media and consumer products company engaged in the design, licensing, marketing, live streaming, and social commerce sales of branded apparel, footwear, accessories, fine jewelry, home goods and other consumer products, and the acquisition of dynamic consumer lifestyle brands. Xcel was founded in 2011 with a vision to reimagine shopping, entertainment, and social media as social commerce. Xcel owns the Halston, Judith Ripka, and C. Wonder brands, as well as the co-branded collaboration brands TowerHill by Christie Brinkley, LB70 by Lloyd Boston, Trust. Respect. Love by Cesar Millan, GemmaMade by Gemma Stafford, and a brand in development with Coco Rocha and also holds noncontrolling interests or long-term license agreements in the Isaac Mizrahi brand, Orme Live and Mesa Mia Live by Jenny Martinez. Xcel also owns and manages the Longaberger brand through its controlling interest in Longaberger Licensing, LLC. Xcel is pioneering a true modern consumer products sales strategy which includes the promotion and sale of products under its brands through interactive television, digital live-stream shopping, social commerce, brick-and-mortar retailers, and e-commerce channels to be everywhere its customers shop. The company’s brands have generated in excess of $5 billion in retail sales via livestreaming in interactive television and digital channels alone and consisting of over 20,000 hours of content production time in live-stream and social commerce. The brand portfolio reaches in excess of 43 million social media followers with broadcast reach into 200 million households. Headquartered in New York City, Xcel Brands is led by an executive team with significant live streaming, production, merchandising, design, marketing, retailing, and licensing experience, and a proven track record of success in elevating branded consumer products companies. For more information, visit www.xcelbrands.com.
Forward-Looking Statements
This press release contains certain statements which are not historical facts, which are forward-looking statements within the meaning of the federal securities laws, for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These forward-looking statements include certain statements made with respect to the services offered by Xcel Brands and the markets in which it operates, and Xcel Brands’ projected future results. 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. Forward-looking statements are predictions provided for illustrative purposes only, and projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. These risks and uncertainties include, but are not limited to: general economic, political and business conditions; those factors identified in our “Risk Factors” included in the Form S-1 for this offering and in our periodic filings with the SEC; the ability of Xcel Brands to achieve its projected revenue, and its continued access to sources of additional debt or equity capital if needed. While Xcel Brands may elect to update these forward-looking statements at some point in the future, Xcel Brands specifically disclaims any obligation to do so.
For further information please contact: Seth Burroughs Xcel Brands [email protected]
RESTON, Va., Aug. 1, 2025 /PRNewswire/ — V2X, Inc. (NYSE: VVX), has been awarded a $4.3 billion indefinite-delivery/indefinite-quantity contract by the U.S. Air Force for Contractor Operated and Maintained Supply services in support of the T-6 aircraft.
This contract provides supply support for safe, flyable aircraft to meet the daily flight schedules and depot requirements of the U.S. Air Force, Navy, and Army. The effort aligns with Department of Defense and commercial best practices for procuring, producing, and delivering products and services.
“We are honored by this award and for the trust placed in us by the U.S. Air Force,” said Jeremy C. Wensinger, President and Chief Executive Officer of V2X. “This contract reflects the dedication of our team and the pride we take in supporting the readiness of our nation’s aircraft. We are excited to begin this new work and look forward to serving the mission for years to come.”
“This is a proud moment for our entire aerospace team,” said Vinny Caputo, Senior Vice President of Aerospace Systems at V2X. “The T-6 program is foundational to pilot training across the services, and we are committed to delivering the highest standards of performance, reliability, and mission readiness. We’re excited to bring our proven supply chain expertise to this critical effort.”
V2X’s work will be performed at various military bases across the United States and is expected to be completed by July 2034.
About V2X V2X builds innovative solutions that integrate physical and digital environments by aligning people, actions, and technology. V2X is embedded in all elements of a critical mission’s lifecycle to enhance readiness, optimize resource management, and boost security. The company provides innovation spanning national security, defense, civilian, and international markets. With a global team of approximately 16,000 professionals, V2X enables mission success by injecting AI and machine learning capabilities to meet today’s toughest challenges across all operational domains.
Investor Contact Mike Smith, CFA Vice President, Treasury, Corporate Development and Investor Relations [email protected] 719-637-5773
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