Latest news with #Rule10b-18
Business Wire
14-05-2025
- Business
- Business Wire
Spruce Power Announces $50 Million Share Repurchase Program
DENVER--(BUSINESS WIRE)--Spruce Power Holding Corporation (NYSE: SPRU) ('Spruce') today announced that its board of directors has authorized a share repurchase program (the "Share Repurchase Program") to repurchase up to $50 million of Spruce's common stock on or before May 15, 2027, beginning upon the expiry of its current share repurchase program on May 15, 2025. The Board believes that the authorization of the Share Repurchase Program will enable Spruce to opportunistically return value to shareholders. The Share Repurchase Program authorizes Spruce to effect repurchases through open market transactions, privately negotiated transactions, Rule 10b5-1 trading plans and/or Rule 10b-18 trading plans, and other means. Spruce is not obligated to repurchase any specific number of shares or dollar amount and may discontinue the Share Repurchase Program at any time. The timing, number, and purchase price of share repurchases, if any, will be determined by Spruce's management in its discretion and will depend on a number of factors, including the market price of the shares, general market and economic conditions, and other alternatives available to Spruce. Under Spruce's previous share repurchase program, which commenced on May 15, 2023, through May 12, 2025, Spruce repurchased an aggregate of 1,870,827, shares at a weighted average price of approximately $4.33 per share, inclusive of transaction costs. About Spruce Power Spruce Power Holding Corporation (NYSE: SPRU) is a leading owner and operator of distributed solar energy assets across the United States. We provide subscription-based services that make it easy for homeowners to benefit from rooftop solar power and battery storage. Our power as-a-service model allows consumers to access new technology without making a significant upfront investment or incurring maintenance costs. Our company owns the cash flows from approximately 85,000 home solar assets and contracts across the United States. For additional information, please visit Forward Looking Statements This press release includes 'forward-looking statements' within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder, including, without limitation, statements about future stock repurchases. Forward-looking statements generally are characterized by the use of certain words or phrases (and their derivatives) such as 'anticipate,' 'believe,' 'could,' 'expect,' 'intend,' 'may,' 'opportunity,' 'plan,' 'goals,' 'target,' 'predict,' 'potential,' 'estimate,' 'should,' 'will,' 'would,' 'continue,' 'likely,' and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates, and uncertainties that are difficult to predict and are subject to change based on various factors, some of which are beyond Spruce's control. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements as a result of various risks, uncertainties, and other factors. For a discussion of some of the risks and important factors that could affect our future results and financial condition, see our U.S. Securities and Exchange Commission filings, including, but not limited to, our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These forward-looking statements speak only as of the date hereof and Spruce undertakes no obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law. Investors are cautioned not to rely too heavily on any forward-looking statements, and investors are urged to consider all risks, uncertainties and other factors in evaluating any forward-looking statement made by Spruce.
Business Wire
12-05-2025
- Business
- Business Wire
REPAY Board of Directors Authorizes Increase to Share Repurchase Program, Up to $75 million
ATLANTA--(BUSINESS WIRE)-- Repay Holdings Corporation (NASDAQ: RPAY) ('REPAY' or the 'Company'), a leading provider of integrated payment processing solutions, today announced that its Board of Directors has increased its authorized share repurchase program. The share repurchase program authorizes the Company to now purchase up to $75 million (up from $50 million) of the Company's Class A common stock. As of the date of this release, there remains approximately $61.2 million in capacity for share repurchases under the increased share repurchase program. 'This upsized buyback authorization reinforces the Board's confidence in REPAY's profitable growth and free cash flow generation,' said John Morris, CEO of REPAY. 'Our capital allocation priorities remain focused on maintaining a strong balance sheet and investing towards organic and inorganic opportunities to create value for shareholders. This increased authorization enhances our ability to make disciplined capital decisions based on REPAY's financial position and current market conditions.' Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of any repurchases depending on market conditions and corporate needs. Open market repurchases are expected to be structured to occur within the pricing and volume requirements of Rule 10b-18. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company to acquire any particular amount of its Class A common stock and the program may be modified, suspended or discontinued at any time at the Company's discretion. About REPAY REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY's proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses. Forward-Looking Statements This communication contains 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the share repurchase program, capital allocation initiatives, future financial and operating results, REPAY's plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as 'guidance,' 'will likely result,' 'are expected to,' 'will continue,' 'should,' 'is anticipated,' 'estimated,' 'believe,' 'intend,' 'plan,' 'projection,' 'outlook' or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding REPAY's growth and free cash flow generation and any share repurchases. Such forward-looking statements are based upon the current beliefs and expectations of REPAY's management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond REPAY's control. In addition to factors disclosed in REPAY's reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2024, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending, including bank failures or other adverse events affecting financial institutions, inflationary pressures, evolving U.S. trade policies, general economic slowdown or recession; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to REPAY's clients; the ability to retain, develop and hire key personnel; risks relating to REPAY's relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to maintain effective internal controls. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY's industry and end markets are based on sources it believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
Business Wire
12-05-2025
- Business
- Business Wire
Sally Beauty Holdings Reports Second Quarter Fiscal 2025 Results
DENTON, Texas--(BUSINESS WIRE)--Sally Beauty Holdings, Inc. (NYSE: SBH) ('the Company'), the leader in professional hair color, today announced financial results for its second quarter ended March 31, 2025. The Company will hold a conference call today at 7:30 a.m. Central Time to discuss these results and its business. Fiscal 2025 Second Quarter Summary Consolidated net sales of $883 million, a decrease of 2.8% compared to the prior year, includes 110 basis points of unfavorable foreign currency impact; Consolidated comparable sales decrease of 1.3%; Global e-commerce sales of $94 million, representing 10.7% of net sales; GAAP gross margin expanded 100 basis points to 52.0%; GAAP operating earnings of $69 million and GAAP operating margin of 7.9%; Adjusted Operating Earnings of $75 million and Adjusted Operating Margin of 8.5%; GAAP diluted net earnings per share of $0.38; Adjusted Diluted Net Earnings Per Share of $0.42, which represents a 20% increase over the prior year; and Cash flow from operations of $51 million and Operating Free Cash Flow of $32 million. 'We are pleased to report a third consecutive quarter of adjusted operating margin expansion and increased profitability, driven by strong gross margin performance and careful cost control,' said Denise Paulonis, president and chief executive officer. 'We were able to deliver these results amidst a challenging macro backdrop, which impacted our topline performance. The business continues to generate strong cash flow, enabling us to maintain our balanced capital allocation strategy, which prioritizes investing in our strategic initiatives, optimizing our balance sheet and returning value to shareholders. During the second quarter, we further reduced our debt levels by $36 million and repurchased $10 million of stock under our share repurchase program.' Board of Directors Approves Four-Year Extension to Share Repurchase Program In 2017, the Board of Directors of the Company approved a share repurchase program authorizing the Company to repurchase up to $1.0 billion of its common stock through September 30, 2021. In 2021, the Board of Directors approved an extension of the share repurchase program for the four-year period ending September 30, 2025. In total, the Company has repurchased $498.9 million of its common stock under this share repurchase program. On May 6, 2025, the Board of Directors approved an extension of the share repurchase program for an additional four-year period ending on September 30, 2029. Under this extension, the Company is authorized to repurchase its common stock up to the amount remaining under the initial 2017 authorization, which is currently $501.1 million. Repurchases will be made in compliance with all U.S. Securities and Exchange Commission rules, including Rule 10b-18, and other legal requirements. Fiscal 2025 Second Quarter Operating Results Second quarter consolidated net sales were $883.1 million, a decrease of 2.8% compared to the prior year. Foreign currency translation had an unfavorable impact of 110 basis points on consolidated net sales for the quarter. The Company was operating 22 fewer stores at the end of the quarter compared to the prior year. At constant currency, global e-commerce sales were $94 million, or 10.7% of consolidated net sales, for the quarter. Consolidated comparable sales decreased 1.3%, driven primarily by external factors, including weather, an unusually harsh flu season and macro uncertainty, which impacted consumer spending at Sally Beauty and pressured stylist appointments and related purchases at Beauty Systems Group. This was partially offset by strong growth in hair color and digital marketplaces at Sally Beauty as well as the continued momentum at Beauty Systems Group from expanded distribution and new brand innovation. Consolidated gross profit for the second quarter was $458.8 million compared to $463.1 million in the prior year, a decrease of 0.9%. Consolidated GAAP gross margin was 52.0%, an increase of 100 basis points, compared to 51.0% in the prior year, driven primarily by lower distribution and freight costs and lower shrink expense across both business segments, and higher product margin at Sally Beauty. GAAP selling, general and administrative (SG&A) expenses totaled $389.4 million, a decrease of $14.0 million compared to the prior year. As a percentage of sales, SG&A expenses were 44.1% compared to 44.4% in the prior year. Adjusted Selling, General and Administrative Expenses, excluding the costs related to the Company's fuel for growth initiative, asset impairment, and expenses related to the sale of the Company's corporate headquarters, totaled $383.7 million, a decrease of $10.8 million compared to the prior year. The decrease was driven primarily by the favorable impact from foreign currency exchange rates, $3.9 million in savings from our fuel for growth initiative, and lower advertising and depreciation expenses. As a percentage of sales, Adjusted SG&A expenses were 43.4%, same as the prior year. GAAP operating earnings and operating margin in the second quarter were $69.4 million and 7.9%, respectively, compared to $59.6 million and 6.6%, in the prior year. Adjusted Operating Earnings and Operating Margin, excluding the costs related to the Company's fuel for growth initiative, asset impairment, expenses related to the sale of the Company's corporate headquarters, and restructuring efforts, were $75.2 million and 8.5%, respectively, compared to $68.6 million and 7.6%, in the prior year. GAAP net earnings in the second quarter were $39.2 million, or $0.38 per diluted share, compared to GAAP net earnings of $29.2 million, or $0.27 per diluted share, in the prior year. Adjusted Net Earnings, excluding the costs related to the Company's fuel for growth initiative, asset impairment, expenses related to the sale of the Company's corporate headquarters, the loss on debt extinguishment, and restructuring efforts, were $43.5 million, or $0.42 per diluted share, compared to Adjusted Net Earnings of $37.8 million, or $0.35 per diluted share, in the prior year. Adjusted EBITDA in the second quarter was $104.8 million, an increase of 5.3% compared to the prior year, and Adjusted EBITDA Margin was 11.9%, an increase of 90 basis points compared to the prior year. Balance Sheet and Cash Flow As of March 31, 2025, the Company had cash and cash equivalents of $92 million and no outstanding borrowings under its asset-based revolving line of credit. At the end of the quarter, inventory was $1.01 billion, down 3.2% versus a year ago. Second quarter cash flow from operations was $51.1 million and Operating Free Cash Flow totaled $32.2 million. During the quarter, the Company utilized its cash flow to repay $36 million of term loan B debt and repurchase 1.1 million shares under its share repurchase program at an aggregate cost of $10 million. The Company ended the quarter with a net debt leverage ratio of 1.8x. Fiscal 2025 Second Quarter Segment Results Sally Beauty Supply Segment net sales were $500.6 million in the quarter, a decrease of 2.5% compared to the prior year. The segment had an unfavorable impact of 150 basis points from foreign currency translation on reported sales and operated 17 fewer stores at the end of the quarter compared to the prior year. At constant currency, segment e-commerce sales were $41 million, or 8.2% of segment net sales, for the quarter. Segment comparable sales decreased 0.3% in the second quarter, primarily reflecting strong growth in hair color and digital marketplaces, offset by a decline in hair care. At the end of the quarter, segment store count was 3,117. GAAP gross margin increased by 130 basis points to 61.2% compared to the prior year. The increase was driven primarily by lower distribution and freight costs, higher product margin resulting from enhanced promotional strategies and benefits from the fuel for growth initiative, and lower shrink expense. GAAP operating earnings were $77.3 million compared to $76.8 million in the prior year, representing an increase of 0.6%. GAAP operating margin increased to 15.4% compared to 15.0% in the prior year. Beauty Systems Group Segment net sales were $382.6 million in the quarter, a decrease of 3.2% compared to the prior year. The segment had an unfavorable impact of 50 basis points on reported sales from foreign currency translation and operated 5 fewer stores at the end of the quarter compared to the prior year. At constant currency, segment e-commerce sales were $53 million, or 13.9% of segment net sales, for the quarter. Segment comparable sales decreased 2.7% in the second quarter, primarily reflecting a decline in hair care, partially offset by the continued momentum from expanded distribution and new brand innovation. At the end of the quarter, segment store count was 1,329. GAAP gross margin increased 40 basis points to 39.8% in the quarter compared to the prior year, driven primarily by lower distribution and freight costs and lower shrink expense, partially offset by lower product margins related to brand mix. GAAP operating earnings were $43.9 million compared to $43.0 million in the prior year, representing an increase of 2.1%. GAAP operating margin in the quarter was 11.5% compared to 10.9% in the prior year. At the end of the quarter, there were 632 distributor sales consultants compared to 654 in the prior year. Fiscal Year 2025 Guidance* The Company is updating its full year guidance to reflect current business trends. Given the complexity surrounding global trade policy and its potential impact on consumer sentiment and spending, the guidance the Company is providing does not assume any material change to the macroeconomic environment or broader consumer demand trends. In addition, the Company is providing the following guidance for its third quarter: Third Quarter Comparable sales are expected to be flat to down 2% compared to the prior year Consolidated net sales are expected to be approximately 50 basis points lower than comparable sales due to the expected unfavorable impact from foreign exchange rates Adjusted Operating Margin is expected to be in the range of 8.0% to 8.5% Full Year Comparable sales are expected to be flat to down 1% compared to the prior year Consolidated net sales are expected to be approximately 75 basis points lower than comparable sales due to the expected unfavorable impact from foreign exchange rates Adjusted Operating Margin is expected to be in the range of 8.0% to 8.5% * The Company does not provide a reconciliation for forward-looking non-GAAP financial measures where it is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the occurrence and the financial impact of various items that have not yet occurred, are out of the Company's control or cannot be reasonably predicted. For the same reasons, the Company is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures. Expand Conference Call and Where You Can Find Additional Information The Company will hold a conference call and live webcast at approximately 7:30 a.m. Central Time today, May 12, 2025, to discuss its financial results and its business. During the conference call, the Company may discuss and answer one or more questions concerning business and financial matters and trends affecting the Company. The Company's responses to these questions, as well as other matters discussed during the conference call, may contain or constitute material information that has not been previously disclosed. Participants can listen to the live webcast of the conference call by accessing the investor relations section of the Company's website at or through our third-party host at SBH Q2 Earnings Webcast. To join the conference call, participants can pre-register to receive a dial-in number and unique PIN using the following link: Pre-register SBH Q2 Earnings Call. Pre-registration can be completed at any time up to and following the call start time. A replay will be available on the Company's investor relations website after 10:00 a.m. Central Time on May 12, 2025, through May 12, 2026. About Sally Beauty Holdings, Inc. Sally Beauty Holdings, Inc. (NYSE: SBH), as the leader in professional hair color, sells and distributes professional beauty supplies globally through its Sally Beauty Supply and Beauty Systems Group segments. Sally Beauty Supply stores offer up to 7,000 products for hair color, hair care, nails, and skin care through proprietary brands such as Ion®, Bondbar®, Strawberry Leopard®, Generic Value Products®, Inspired by Nature® and Silk Elements® as well as professional lines such as Wella®, Clairol®, OPI®, L'Oreal®, Wahl® and Babyliss Pro®. Beauty Systems Group stores, branded as Cosmo Prof® or Armstrong McCall® stores, along with its outside sales consultants, sell up to 8,000 professionally branded products including Paul Mitchell®, Wella®, Matrix®, Schwarzkopf®, Kenra®, Goldwell®, Joico®, Amika® and Moroccanoil®, intended for use in salons and for resale by salons to retail consumers. For more information about Sally Beauty Holdings, Inc., please visit Cautionary Notice Regarding Forward-Looking Statements Statements in this news release and the schedules hereto that are not purely historical facts or that depend upon future events may be 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, as that term is defined in the Private Securities Litigation Reform Act of 1995, can be identified by the use of words such as 'believes,' 'projects,' 'expects,' 'can,' 'may,' 'estimates,' 'should,' 'plans,' 'targets,' 'intends,' 'could,' 'will,' 'would,' 'anticipates,' 'potential,' 'confident,' 'optimistic,' or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy, objectives, estimates, guidance, expectations and future plans. Forward-looking statements can also be identified by the fact that these statements do not relate strictly to historical or current matters. Readers are cautioned not to place undue reliance on forward-looking statements as such statements speak only as of the date they were made. Any forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including the 'Risk Factors' described under Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, and other filings with the U.S. Securities and Exchange Commission. Consequently, all forward-looking statements in this release are qualified by the factors, risks and uncertainties contained therein. We assume no obligation to publicly update or revise any forward-looking statements. Use of Non-GAAP Financial Measures This news release and the schedules hereto include the following financial measures that have not been calculated in accordance with accounting principles generally accepted in the United States, ('GAAP'), and are therefore referred to as non-GAAP financial measures: (1) Adjusted Selling, General and Administrative Expenses; (2) Adjusted EBITDA and EBITDA Margin; (3) Adjusted Operating Earnings and Operating Margin; (4) Adjusted Net Earnings; (5) Adjusted Diluted Net Earnings Per Share; and (6) Operating Free Cash Flow. We have provided definitions below for these non-GAAP financial measures and have provided tables in the schedules hereto to reconcile these non-GAAP financial measures to the comparable GAAP financial measures. Adjusted Selling, General and Administrative Expenses – We define the measure Adjusted Selling, General and Administrative Expenses as GAAP selling, general and administrative expenses excluding the costs related to the Company's fuel for growth initiative, asset impairment, and expenses related to the sale of the Company's corporate headquarters for the relevant time periods as indicated in the accompanying non-GAAP reconciliations to the comparable GAAP financial measures. Adjusted EBITDA and EBITDA Margin – We define the measure Adjusted EBITDA as GAAP net earnings before depreciation and amortization, interest expense, income taxes, share-based compensation, costs related to the Company's fuel for growth initiative, expenses related to asset impairment, and expenses related to the sale of the Company's corporate headquarters for the relevant time periods as indicated in the accompanying non-GAAP reconciliations to the comparable GAAP financial measures. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of net sales. Adjusted Operating Earnings and Operating Margin – Adjusted operating earnings are GAAP operating earnings that exclude the costs related to the Company's fuel for growth initiative, expenses related to asset impairment, expenses related to the sale of the Company's corporate headquarters, and restructuring efforts for the relevant time periods as indicated in the accompanying non-GAAP reconciliations to the comparable GAAP financial measures. Adjusted Operating Margin is Adjusted Operating Earnings as a percentage of net sales. Adjusted Net Earnings – Adjusted net earnings is GAAP net earnings that exclude the tax-effected the costs related to the Company's fuel for growth initiative, tax-effected expenses related to asset impairment, tax-effected expenses related to the sale of the Company's corporate headquarters, tax-effected costs from the loss on debt extinguishment, and tax-effected costs related to restructuring efforts for the relevant time periods as indicated in the accompanying non-GAAP reconciliations to the comparable GAAP financial measures. Adjusted Diluted Net Earnings Per Share – Adjusted diluted net earnings per share is GAAP diluted earnings per share that exclude the tax-effected costs related to the Company's fuel for growth initiative, tax-effected expenses related to asset impairment, tax-effected expenses related to the sale of the Company's corporate headquarters, tax-effected costs from the loss on debt extinguishment, and tax-effected costs related to restructuring efforts for the relevant time periods as indicated in the accompanying non-GAAP reconciliations to the comparable GAAP financial measures. Operating Free Cash Flow – We define the measure Operating Free Cash Flow as GAAP net cash provided by operating activities less payments for capital expenditures (net). We believe Operating Free Cash Flow is an important liquidity measure that provides useful information to investors about the amount of cash generated from operations after taking into account payments for capital expenditures (net). We believe that these non-GAAP financial measures provide valuable information regarding our earnings and business trends by excluding specific items that we believe are not indicative of the ongoing operating results of our businesses, providing a useful way for investors to make a comparison of our performance over time and against other companies in our industry. We have provided these non-GAAP financial measures as supplemental information to our GAAP financial measures and believe these non-GAAP measures provide investors with additional meaningful financial information regarding our operating performance and cash flows. Our management and Board of Directors also use these non-GAAP measures as supplemental measures to evaluate our businesses and the performance of management, including the determination of performance-based compensation, to make operating and strategic decisions, and to allocate financial resources. We believe that these non-GAAP measures also provide meaningful information for investors and securities analysts to evaluate our historical and prospective financial performance. These non-GAAP measures should not be considered a substitute for or superior to GAAP results. Furthermore, the non-GAAP measures presented by us may not be comparable to similarly titled measures of other companies. SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (In thousands) (Unaudited) March 31 September 30, 2025 2024 Cash and cash equivalents $ 92,174 $ 107,961 Trade and other accounts receivable 95,013 92,188 Inventory 1,006,604 1,036,624 Other current assets 45,322 68,541 Total current assets 1,239,113 1,305,314 Property and equipment, net 255,996 269,872 Operating lease assets 582,794 582,573 Goodwill and other intangible assets 589,994 598,226 Other assets 37,976 36,914 Total assets $ 2,705,873 $ 2,792,899 Current maturities of long-term debt $ 4,041 $ 4,127 Accounts payable 217,490 269,424 Accrued liabilities 151,171 162,950 Current operating lease liabilities 153,941 136,068 Income taxes payable 6,648 20,100 Total current liabilities 533,291 592,669 Long-term debt, including capital leases 902,794 978,255 Long-term operating lease liabilities 461,351 479,616 Other liabilities 20,969 22,066 Deferred income tax liabilities, net 87,652 91,758 Total liabilities 2,006,057 2,164,364 Total stockholders' equity 699,816 628,535 Total liabilities and stockholders' equity $ 2,705,873 $ 2,792,899 Expand Supplemental Schedule 1 SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES Segment Information (In thousands) (Unaudited) Three Months Ended March 31, Six Months Ended March 31, 2025 2024 Percentage Change 2025 2024 Percentage Change Net sales: Sally Beauty Supply ("SBS") $ 500,575 $ 513,241 (2.5 )% $ 1,026,021 $ 1,036,479 (1.0 )% Beauty Systems Group ("BSG") 382,571 395,120 (3.2 )% 795,020 803,184 (1.0 )% Total net sales $ 883,146 $ 908,361 (2.8 )% $ 1,821,041 $ 1,839,663 (1.0 )% Operating earnings: SBS $ 77,305 $ 76,820 0.6 % $ 157,179 $ 154,449 1.8 % BSG 43,934 43,015 2.1 % 94,403 87,642 7.7 % Segment operating earnings 121,239 119,835 1.2 % 251,582 242,091 3.9 % Unallocated expenses (1) 51,866 60,198 (13.8 )% 81,889 113,416 (27.8 )% Restructuring — 63 (100.0 )% - (22 ) 100.0 % Interest expense 16,289 20,523 (20.6 )% 33,731 37,837 (10.9 )% Earnings before provision for income taxes $ 53,084 $ 39,051 35.9 % $ 135,962 $ 90,860 49.6 % Segment gross margin: 2025 2024 Basis Point Change 2025 2024 Basis Point Change SBS 61.2 % 59.9 % 130 60.4 % 59.3 % 110 BSG 39.8 % 39.4 % 40 39.7 % 39.4 % 30 Segment operating margin: SBS 15.4 % 15.0 % 40 15.3 % 14.9 % 40 BSG 11.5 % 10.9 % 60 11.9 % 10.9 % 100 Consolidated operating margin 7.9 % 6.6 % 130 9.3 % 7.0 % 230 (1) Unallocated expenses, including share-based compensation expense, consist of corporate and shared costs and are included in selling, general and administrative expenses. Additionally, unallocated expenses include costs associated with our Fuel for Growth initiative and a gain from the sale of our corporate headquarters. Expand Supplemental Schedule 2 SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES Non-GAAP Financial Measures Reconciliations (In thousands, except per share data) (Unaudited) Three Months Ended March 31, 2025 As Reported (GAAP) Fuel for Growth and Other (1) Corporate HQ Relocation (2) Asset Impairment (3) As Adjusted (Non-GAAP) Cost of products sold $ 424,329 $ — $ — $ — $ 424,329 Consolidated gross margin 52.0 % 52.0 % Selling, general and administrative expenses 389,444 (3,807 ) (207 ) (1,779 ) 383,651 SG&A expenses, as a percentage of sales 44.1 % 43.4 % Operating earnings 69,373 3,807 207 1,779 75,166 Operating margin 7.9 % 8.5 % Interest expense 16,289 — — — 16,289 Earnings before provision for income taxes 53,084 3,807 207 1,779 58,877 Provision for income taxes (6) 13,874 976 53 445 15,348 Net earnings $ 39,210 $ 2,831 $ 154 $ 1,334 $ 43,529 Earnings per share: (7) Basic $ 0.39 $ 0.03 $ 0.00 $ 0.01 $ 0.43 Diluted $ 0.38 $ 0.03 $ 0.00 $ 0.01 $ 0.42 Three Months Ended March 31, 2024 As Reported (GAAP) Fuel for Growth and Other (1) Restructuring (4) Loss on Debt Extinguishment (5) As Adjusted (Non-GAAP) Cost of products sold $ 445,289 $ — $ — $ — $ 445,289 Consolidated gross margin 51.0 % 51.0 % Selling, general and administrative expenses 403,435 (8,945 ) — — 394,490 SG&A expenses, as a percentage of sales 44.4 % 43.4 % Restructuring 63 — (63 ) — — Operating earnings 59,574 8,945 63 — 68,582 Operating margin 6.6 % 7.6 % Interest expense 20,523 — — (2,565 ) 17,958 Earnings before provision for income taxes 39,051 8,945 63 2,565 50,624 Provision for income taxes (6) 9,807 2,297 16 659 12,779 Net earnings $ 29,244 $ 6,648 $ 47 $ 1,906 $ 37,845 Earnings per share: (7) Diluted $ 0.27 $ 0.06 $ 0.00 $ 0.02 $ 0.35 Expand (1) Fuel for Growth and other represents expenses primarily related to consulting services and severance expenses. (2) Primarily represents expenses in connection with the relocation of our headquarters. (3) Impairment related to the write-off of certain tradenames used in Europe. (4) Restructuring represents expenses and adjustments incurred primarily in connection with our Distribution Center Consolidation and Store Optimization Plan. (5) Loss on debt extinguishment relates to the repayment of our 5.625% Senior Notes due 2025, which included a the write-off of unamortized deferred financing costs of $2.0 million, and overlapping interest, net of interest earned on short-term cash equivalents, in the amount of $0.5 million on such senior notes after February 27, 2024 and until their redemption. These pro-forma adjustments assume the redeemed senior notes were repaid on February 27, 2024 at the time of closing on our 6.75% Senior Notes due 2032. (6) The provision for income taxes was calculated using the applicable tax rates for each country, while excluding the tax benefits for countries where the tax benefit is not currently deemed probable of being realized. (7) The sum of the earnings per share may not equal the full amount due to rounding of the calculated amounts. Expand Supplemental Schedule 3 SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES Non-GAAP Financial Measures Reconciliations, Continued (In thousands, except per share data) (Unaudited) As Reported (GAAP) Fuel for Growth and Other (1) Corporate HQ Relocation (2) Asset Impairment (3) As Adjusted (Non-GAAP) Cost of products sold $ 885,384 $ — $ — $ — $ 885,384 Consolidated gross margin 51.4 % 51.4 % Selling, general and administrative expenses 765,964 (8,676 ) 26,433 (1,779 ) 781,942 SG&A expenses, as a percentage of sales 42.1 % 42.9 % Operating earnings 169,693 8,676 (26,433 ) 1,779 153,715 Operating margin 9.3 % 8.4 % Interest expense 33,731 — — — 33,731 Earnings before provision for income taxes 135,962 8,676 (26,433 ) 1,779 119,984 Provision for income taxes (6) 35,739 2,222 (6,797 ) 444 31,608 Net earnings $ 100,223 $ 6,454 $ (19,636 ) $ 1,335 $ 88,376 Earnings per share: (7) Basic $ 0.98 $ 0.06 $ (0.19 ) $ 0.01 $ 0.87 Diluted $ 0.96 $ 0.06 $ (0.19 ) $ 0.01 $ 0.84 Six Months Ended March 31, 2024 As Reported (GAAP) Fuel for Growth and Other (1) Restructuring (4) Loss on Debt Extinguishment (5) As Adjusted (Non-GAAP) Cost of products sold $ 909,415 $ — $ — $ — $ 909,415 Consolidated gross margin 50.6 % 50.6 % Selling, general and administrative expenses 801,573 (13,826 ) — — 787,747 SG&A expenses, as a percentage of sales 43.6 % 42.8 % Restructuring (22 ) — 22 — — Operating earnings 128,697 13,826 (22 ) — 142,501 Operating margin 7.0 % 7.7 % Interest expense 37,837 — — (2,565 ) 35,272 Earnings before provision for income taxes 90,860 13,826 (22 ) 2,565 107,229 Provision for income taxes (6) 23,226 3,552 (5 ) 659 27,432 Net earnings $ 67,634 $ 10,274 $ (17 ) $ 1,906 $ 79,797 Earnings per share: (7) Basic $ 0.64 $ 0.10 $ (0.00 ) $ 0.02 $ 0.76 Diluted $ 0.63 $ 0.10 $ (0.00 ) $ 0.02 $ 0.74 Expand (1) Fuel for Growth and other represents expenses primarily related to consulting services and severance expenses. (2) Primarily represents a $26.6 million gain from the sale of our headquarters in Denton, TX and expenses in connection with the relocation of our headquarters. (3) Impairment related to the write-off of certain tradenames used in Europe. (4) Restructuring represents expenses and adjustments incurred primarily in connection with our Distribution Center Consolidation and Store Optimization Plan. (5) Loss on debt extinguishment relates to the repayment of our 5.625% Senior Notes due 2025, which included a the write-off of unamortized deferred financing costs of $2.0 million, and overlapping interest, net of interest earned on short-term cash equivalents, in the amount of $0.5 million on such senior notes after February 27, 2024 and until their redemption. These pro-forma adjustments assume the redeemed senior notes were repaid on February 27, 2024 at the time of closing on our 6.75% Senior Notes due 2032. (6) The provision for income taxes was calculated using the applicable tax rates for each country, while excluding the tax benefits for countries where the tax benefit is not currently deemed probable of being realized. (7) The sum of the earnings per share may not equal the full amount due to rounding of the calculated amounts. Expand Supplemental Schedule 4 SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES Non-GAAP Financial Measures Reconciliations, Continued (In thousands) (Unaudited) Three Months Ended March 31, Six Months Ended March 31, Adjusted EBITDA: 2025 2024 Percentage Change 2025 2024 Percentage Change Net earnings $ 39,210 $ 29,244 34.1 % $ 100,223 $ 67,634 48.2 % Add: Depreciation and amortization 25,359 26,954 (5.9 )% 50,924 55,017 (7.4 )% Interest expense 16,289 20,523 (20.6 )% 33,731 37,837 (10.9 )% Provision for income taxes 13,874 9,807 41.5 % 35,739 23,226 53.9 % EBITDA (non-GAAP) 94,732 86,528 9.5 % 220,617 183,714 20.1 % Share-based compensation 4,238 3,964 6.9 % 10,291 9,082 13.3 % Corporate HQ Relocation 207 — 100.0 % (26,433 ) — 100.0 % Restructuring — 8,945 (100.0 )% — (22 ) 100.0 % Fuel for Growth and Other 3,807 63 5942.9 % 8,676 13,826 (37.2 )% Asset Impairment 1,779 — 100.0 % 1,779 — 100.0 % Adjusted EBITDA (non-GAAP) $ 104,763 $ 99,500 5.3 % $ 214,930 $ 206,600 4.0 % Basis Point Change Basis Point Change Adjusted EBITDA as a percentage of net sales Adjusted EBITDA margin 11.9 % 11.0 % 90 11.8 % 11.2 % 60 Operating Free Cash Flow: 2025 2024 Percentage Change 2025 2024 Percentage Change Net cash provided by operating activities $ 51,062 $ 36,940 38.2 % $ 84,521 $ 87,960 (3.9 )% Less: Payments for property and equipment, net (1) 18,893 14,108 33.9 % (4,603 ) 44,659 (110.3 )% Operating free cash flow (non-GAAP) $ 32,169 $ 22,832 40.9 % $ 89,124 $ 43,301 105.8 % (1) For the six months ended March 31, 2025, payments for property and equipment, net include $43.6 million in proceeds from the sale of our corporate headquarters. Expand Supplemental Schedule 5 SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES Store Count and Comparable Sales (Unaudited) As of March 31, 2025 2024 Change Number of stores: SBS stores 3,117 3,134 (17 ) BSG: Company-operated stores 1,198 1,202 (4 ) Franchise stores 131 132 (1 ) Total BSG 1,329 1,334 (5 ) Total consolidated 4,446 4,468 (22 ) Number of BSG distributor sales consultants (1) 632 654 (22 ) (1) BSG distributor sales consultants (DSC) include 191 sales consultants employed by our franchisees at March 31, 2025 and 2024, respectively. Three Months Ended March 31, Six Months Ended March 31, 2025 2024 Basis Point Change 2025 2024 Basis Point Change Comparable sales growth (decline): SBS (0.3 )% (4.0 )% 370 0.8 % (3.0 )% 380 BSG (2.7 )% 2.0 % (470 ) (0.6 )% 1.3 % (190 ) Consolidated (1.3 )% (1.5 )% 20 0.2 % (1.1 )% 130 Our comparable sales include sales from stores that have been operating for 14 months or longer as of the last day of a month and e-commerce revenue. Additionally, our comparable sales include sales to franchisees and full-service sales. Our comparable sales amounts exclude the effect of changes in foreign exchange rates and sales from stores relocated until 14 months after the relocation. Revenue from acquired stores is excluded from our comparable sales calculation until 14 months after the acquisition. Expand
Hamilton Spectator
30-04-2025
- Business
- Hamilton Spectator
Fortuna renews share repurchase program
VANCOUVER, British Columbia, April 30, 2025 (GLOBE NEWSWIRE) — Fortuna Mining Corp. (NYSE: FSM | TSX: FVI) announced today that the Toronto Stock Exchange has approved the renewal of Fortuna's normal course issuer bid (the 'NCIB') to purchase up to five percent of its outstanding common shares. Under the NCIB, purchases of common shares may be made through the Toronto Stock Exchange, the New York Stock Exchange and/or alternative Canadian trading systems. The share repurchase program starts on May 2, 2025, and will expire on the earlier of: Fortuna believes that from time to time, its common shares trade at market prices that may not adequately reflect their underlying value. As a result, depending upon future price movements and other factors, the Board of Directors of Fortuna believes that the repurchase of common shares for cancellation would be an appropriate use of corporate funds. Pursuant to the NCIB, Fortuna is permitted to repurchase up to 15,347,999 common shares, being five percent of its outstanding 306,959,986 common shares as of April 28, 2025. Common shares purchased under the NCIB will be canceled. The actual number of common shares that may be purchased, and the timing of any such purchases, will be determined by Fortuna based on a number of factors, including Fortuna's financial performance and flexibility in the context of its financial guardrails, the availability of discretionary cash flow, and capital funding requirements. The NCIB will be effected in accordance with the Toronto Stock Exchange's normal course issuer bid rules and/or Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended, which contain restrictions on the number of common shares that may be purchased on a single day, subject to certain exceptions for block purchases, based on the average daily trading volumes of Fortuna's common shares on the applicable exchange. Subject to exceptions for block purchases, Fortuna will limit daily purchases of common shares on the Toronto Stock Exchange in connection with the NCIB to no more than 25 percent, representing 205,903 common shares of the six-month average daily trading volume of the common shares on the Toronto Stock Exchange, representing 823,613 common shares, during any trading day. Purchases under the NCIB will be made through open market purchases at market price, as well as by other means as may be permitted under applicable securities laws. In connection with the NCIB, Fortuna has entered into a share repurchase plan with a broker, which will enable the broker to purchase common shares on behalf of Fortuna through the open market in accordance with instructions from management, provided that Fortuna is not in possession of any material non-public information or subject to any black-out periods at such time. Fortuna's prior NCIB for the purchase of up to 15,287,201 common shares expires on May 1, 2025. As of April 28, 2025, Fortuna repurchased an aggregate of 7,319,540 common shares on the open market through the facilities of the NYSE at a weighted-average price of US$4.7203 per common share, excluding brokerage fees. The repurchased common shares were subsequently canceled. A copy of Fortuna's notice filed with the Toronto Stock Exchange may be obtained by any shareholder without charge, by contacting Fortuna's Investor Relations department at info@ . About Fortuna Mining Corp. Fortuna Mining Corp. is a Canadian precious metals mining company with four operating mines and exploration activities in Argentina, Burkina Faso, Côte d'Ivoire, Mexico, and Peru, as well as the Diamba Sud Gold Project located in Senegal. Sustainability is integral to all our operations and relationships. We produce gold and silver and generate shared value over the long-term for our stakeholders through efficient production, environmental protection, and social responsibility. For more information, please visit our website . ON BEHALF OF THE BOARD Jorge A. Ganoza President, CEO, and Director Fortuna Mining Corp. Investor Relations: Carlos Baca | info@ | | X | LinkedIn | YouTube Forward-looking Statements This news release contains forward-looking statements which constitute 'forward-looking information' within the meaning of applicable Canadian securities legislation and 'forward-looking statements' within the meaning of the 'safe harbor' provisions of the Private Securities Litigation Reform Act of 1995 (collectively, 'Forward-looking Statements'). All statements included herein, other than statements of historical fact, are Forward-looking Statements and are subject to a variety of known and unknown risks and uncertainties which could cause actual events or results to differ materially from those reflected in the Forward-looking Statements. The Forward-looking Statements in this news release include, without limitation, statements relating to Fortuna's intention to renew the NCIB and the timing, methods and quantity of any purchases of common shares under the NCIB. These Forward-looking Statements are based on certain assumptions that Fortuna has made in respect thereof as at the date of this news release, including: prevailing commodity prices, margins and exchange rates, that Fortuna's businesses will continue to achieve sustainable financial results and that future results of operations will be consistent with past performance and management expectations in relation thereto, the availability of cash for repurchases of common shares under the NCIB, and compliance with applicable laws and regulations pertaining to an NCIB. Often, but not always, these Forward-looking Statements can be identified by the use of words such as 'estimated', 'potential', 'open', 'future', 'assumed', 'projected', 'used', 'detailed', 'has been', 'gain', 'planned', 'reflecting', 'will', 'anticipated', 'estimated' 'containing', 'remaining', 'to be', or statements that events, 'could' or 'should' occur or be achieved and similar expressions, including negative variations. Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Fortuna to be materially different from any results, performance or achievements expressed or implied by the Forward-looking Statements. Such uncertainties and factors include, among others: operational risks relating to mining and mineral processing; uncertainty relating to Mineral Resource and Mineral Reserve estimates; uncertainty relating to capital and operating costs, production schedules and economic returns; risks relating to Fortuna's ability to replace its Mineral Reserves; risks associated with mineral exploration and project development; uncertainty relating to the repatriation of funds as a result of currency controls; environmental matters including maintaining, obtaining or renewing environmental permits and potential liability claims; inability to meet sustainability, environmental, diversity or safety targets, goals, and strategies (including greenhouse gas emissions reduction targets); risks associated with political instability and changes to the regulations governing Fortuna's business operations; changes in national and local government legislation, taxation, controls, regulations and political or economic developments in countries in which Fortuna does or may carry on business; risks associated with war, hostilities or other conflicts, such as the Ukrainian – Russian and the Israel – Hamas conflicts, and the impact they may have on global economic activity; risks relating to the termination of Fortuna's mining concessions in certain circumstances; risks related to International Labor Organization ('ILO') Convention 169 compliance; developing and maintaining good relationships with local communities and stakeholders; risks associated with losing control of public perception as a result of social media and other web-based applications; potential opposition to Fortuna's exploration, development and operational activities; risks related to Fortuna's ability to obtain adequate financing for planned exploration and development activities; substantial reliance on the Séguéla Mine, the Yaramoko Mine, and the Lindero Mine for revenues; property title matters; risks relating to the integration of businesses and assets acquired by Fortuna; impairments; reliance on key personnel; uncertainty relating to potential conflicts of interest involving Fortuna's directors and officers; risks associated with Fortuna's reliance on local counsel and advisors and the experience of its management and board of directors in foreign jurisdictions; adequacy of insurance coverage; operational safety and security risks; risks related to Fortuna's compliance with the United States Sarbanes-Oxley Act; risks related to the foreign corrupt practices regulations and anti-bribery laws; legal proceedings and potential legal proceedings; uncertainties relating to general economic conditions; risks relating to pandemics, epidemics and public health crises; and the impact they might have on Fortuna's business, operations and financial condition; Fortuna's ability to access its supply chain; the ability of Fortuna to transport its products; and impacts on Fortuna's employees and local communities all of which may affect Fortuna's ability operate; competition; fluctuations in metal prices; regulations and restrictions with respect to imports; high rates of inflation; risks associated with entering into commodity forward and option contracts for base metals production; fluctuations in currency exchange rates and restrictions on foreign exchange and currencies; failure to meet covenants under its credit facility, or an event of default which may reduce Fortuna's liquidity and adversely affect its business; tax audits and reassessments; risks relating to hedging; uncertainty relating to concentrate treatment charges and transportation costs; sufficiency of monies allotted by Fortuna for land reclamation; risks associated with dependence upon information technology systems, which are subject to disruption, damage, failure and risks with implementation and integration; uncertainty relating to nature and climate change conditions; risks associated with climate change legislation; laws and regulations regarding the protection of the environment (including greenhouse gas emission reduction and other decarbonization requirements and the uncertainty surrounding the interpretation of omnibus Bill C-59 and the related amendments to the Competition Act (Canada); our ability to manage physical and transition risks related to climate change and successfully adapt our business strategy to a low carbon global economy; risks related to the volatility of the trading price of Fortuna's common shares; dilution from further equity or convertible debenture financings; risks related to future insufficient liquidity resulting from a decline in the price of Fortuna's common shares; uncertainty relating to Fortuna's ability to pay dividends in the future; risks relating to the market for Fortuna's securities; risks relating to the convertible notes of Fortuna; and uncertainty relating to the enforcement of any U.S. judgments which may be brought against Fortuna; as well as those factors referred to in the 'Risk Factors' section in our Annual Information Form for the financial year ended December 31, 2024 filed with the Canadian Securities Administrators and available at and filed with the U.S. Securities and Exchange Commission as part of Fortuna's Form 40-F and available at . Although Fortuna has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in Forward-looking Statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Forward-looking Statements contained herein are based on the assumptions and factors management considers reasonable, including but not limited to: all required third party contractual, regulatory and governmental approvals will be obtained and maintained for the exploration, development, construction and production of its properties; there being no significant disruptions affecting operations, whether relating to labor, supply, power, blockades, damage to equipment or other matter; there being no material and negative impact to the various contractors, suppliers and subcontractors at Fortuna's mine sites as a result of the Ukrainian – Russian, Israel - Hamas conflicts or otherwise that would impair their ability to provide goods and services; permitting, construction, development, expansion, and production continuing on a basis consistent with Fortuna's current expectations; expectations regarding Fortuna completing the sale of the San Jose Mine on a basis consistent with Fortuna's current expectations; expected trends and specific assumptions regarding metal prices and currency exchange rates; prices for and availability of fuel, electricity, parts and equipment and other key supplies remaining consistent with current levels; production forecasts meeting expectations; any investigations, claims, and legal, labor and tax proceedings arising in the ordinary course of business will not have a material effect on the results of operations or financial condition of Fortuna; expectations that the 2024 Mining Code will not have a material change to Fortuna's business in Burkina Faso; and the accuracy of Fortuna's current Mineral Resource and Mineral Reserve estimates. Forward-looking Statements are made as of the date hereof and Fortuna disclaims any obligation to update any Forward-looking Statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that these Forward-looking Statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on Forward-looking Statements. A PDF accompanying this announcement is available at
Associated Press
30-04-2025
- Business
- Associated Press
Fortuna renews share repurchase program
VANCOUVER, British Columbia, April 30, 2025 (GLOBE NEWSWIRE) -- Fortuna Mining Corp. (NYSE: FSM | TSX: FVI) announced today that the Toronto Stock Exchange has approved the renewal of Fortuna's normal course issuer bid (the 'NCIB') to purchase up to five percent of its outstanding common shares. Under the NCIB, purchases of common shares may be made through the Toronto Stock Exchange, the New York Stock Exchange and/or alternative Canadian trading systems. The share repurchase program starts on May 2, 2025, and will expire on the earlier of: Fortuna believes that from time to time, its common shares trade at market prices that may not adequately reflect their underlying value. As a result, depending upon future price movements and other factors, the Board of Directors of Fortuna believes that the repurchase of common shares for cancellation would be an appropriate use of corporate funds. Pursuant to the NCIB, Fortuna is permitted to repurchase up to 15,347,999 common shares, being five percent of its outstanding 306,959,986 common shares as of April 28, 2025. Common shares purchased under the NCIB will be canceled. The actual number of common shares that may be purchased, and the timing of any such purchases, will be determined by Fortuna based on a number of factors, including Fortuna's financial performance and flexibility in the context of its financial guardrails, the availability of discretionary cash flow, and capital funding requirements. The NCIB will be effected in accordance with the Toronto Stock Exchange's normal course issuer bid rules and/or Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended, which contain restrictions on the number of common shares that may be purchased on a single day, subject to certain exceptions for block purchases, based on the average daily trading volumes of Fortuna's common shares on the applicable exchange. Subject to exceptions for block purchases, Fortuna will limit daily purchases of common shares on the Toronto Stock Exchange in connection with the NCIB to no more than 25 percent, representing 205,903 common shares of the six-month average daily trading volume of the common shares on the Toronto Stock Exchange, representing 823,613 common shares, during any trading day. Purchases under the NCIB will be made through open market purchases at market price, as well as by other means as may be permitted under applicable securities laws. In connection with the NCIB, Fortuna has entered into a share repurchase plan with a broker, which will enable the broker to purchase common shares on behalf of Fortuna through the open market in accordance with instructions from management, provided that Fortuna is not in possession of any material non-public information or subject to any black-out periods at such time. Fortuna's prior NCIB for the purchase of up to 15,287,201 common shares expires on May 1, 2025. As of April 28, 2025, Fortuna repurchased an aggregate of 7,319,540 common shares on the open market through the facilities of the NYSE at a weighted-average price of US$4.7203 per common share, excluding brokerage fees. The repurchased common shares were subsequently canceled. A copy of Fortuna's notice filed with the Toronto Stock Exchange may be obtained by any shareholder without charge, by contacting Fortuna's Investor Relations department at [email protected]. About Fortuna Mining Corp. Fortuna Mining Corp. is a Canadian precious metals mining company with four operating mines and exploration activities in Argentina, Burkina Faso, Côte d'Ivoire, Mexico, and Peru, as well as the Diamba Sud Gold Project located in Senegal. Sustainability is integral to all our operations and relationships. We produce gold and silver and generate shared value over the long-term for our stakeholders through efficient production, environmental protection, and social responsibility. For more information, please visit our website. ON BEHALF OF THE BOARD Jorge A. Ganoza President, CEO, and Director Fortuna Mining Corp. Investor Relations: Carlos Baca | [email protected] | | X | LinkedIn | YouTube Forward-looking Statements This news release contains forward-looking statements which constitute 'forward-looking information' within the meaning of applicable Canadian securities legislation and 'forward-looking statements' within the meaning of the 'safe harbor' provisions of the Private Securities Litigation Reform Act of 1995 (collectively, 'Forward-looking Statements'). All statements included herein, other than statements of historical fact, are Forward-looking Statements and are subject to a variety of known and unknown risks and uncertainties which could cause actual events or results to differ materially from those reflected in the Forward-looking Statements. The Forward-looking Statements in this news release include, without limitation, statements relating to Fortuna's intention to renew the NCIB and the timing, methods and quantity of any purchases of common shares under the NCIB. These Forward-looking Statements are based on certain assumptions that Fortuna has made in respect thereof as at the date of this news release, including: prevailing commodity prices, margins and exchange rates, that Fortuna's businesses will continue to achieve sustainable financial results and that future results of operations will be consistent with past performance and management expectations in relation thereto, the availability of cash for repurchases of common shares under the NCIB, and compliance with applicable laws and regulations pertaining to an NCIB. Often, but not always, these Forward-looking Statements can be identified by the use of words such as 'estimated', 'potential', 'open', 'future', 'assumed', 'projected', 'used', 'detailed', 'has been', 'gain', 'planned', 'reflecting', 'will', 'anticipated', 'estimated' 'containing', 'remaining', 'to be', or statements that events, 'could' or 'should' occur or be achieved and similar expressions, including negative variations. Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Fortuna to be materially different from any results, performance or achievements expressed or implied by the Forward-looking Statements. Such uncertainties and factors include, among others: operational risks relating to mining and mineral processing; uncertainty relating to Mineral Resource and Mineral Reserve estimates; uncertainty relating to capital and operating costs, production schedules and economic returns; risks relating to Fortuna's ability to replace its Mineral Reserves; risks associated with mineral exploration and project development; uncertainty relating to the repatriation of funds as a result of currency controls; environmental matters including maintaining, obtaining or renewing environmental permits and potential liability claims; inability to meet sustainability, environmental, diversity or safety targets, goals, and strategies (including greenhouse gas emissions reduction targets); risks associated with political instability and changes to the regulations governing Fortuna's business operations; changes in national and local government legislation, taxation, controls, regulations and political or economic developments in countries in which Fortuna does or may carry on business; risks associated with war, hostilities or other conflicts, such as the Ukrainian – Russian and the Israel – Hamas conflicts, and the impact they may have on global economic activity; risks relating to the termination of Fortuna's mining concessions in certain circumstances; risks related to International Labor Organization ('ILO') Convention 169 compliance; developing and maintaining good relationships with local communities and stakeholders; risks associated with losing control of public perception as a result of social media and other web-based applications; potential opposition to Fortuna's exploration, development and operational activities; risks related to Fortuna's ability to obtain adequate financing for planned exploration and development activities; substantial reliance on the Séguéla Mine, the Yaramoko Mine, and the Lindero Mine for revenues; property title matters; risks relating to the integration of businesses and assets acquired by Fortuna; impairments; reliance on key personnel; uncertainty relating to potential conflicts of interest involving Fortuna's directors and officers; risks associated with Fortuna's reliance on local counsel and advisors and the experience of its management and board of directors in foreign jurisdictions; adequacy of insurance coverage; operational safety and security risks; risks related to Fortuna's compliance with the United States Sarbanes-Oxley Act; risks related to the foreign corrupt practices regulations and anti-bribery laws; legal proceedings and potential legal proceedings; uncertainties relating to general economic conditions; risks relating to pandemics, epidemics and public health crises; and the impact they might have on Fortuna's business, operations and financial condition; Fortuna's ability to access its supply chain; the ability of Fortuna to transport its products; and impacts on Fortuna's employees and local communities all of which may affect Fortuna's ability operate; competition; fluctuations in metal prices; regulations and restrictions with respect to imports; high rates of inflation; risks associated with entering into commodity forward and option contracts for base metals production; fluctuations in currency exchange rates and restrictions on foreign exchange and currencies; failure to meet covenants under its credit facility, or an event of default which may reduce Fortuna's liquidity and adversely affect its business; tax audits and reassessments; risks relating to hedging; uncertainty relating to concentrate treatment charges and transportation costs; sufficiency of monies allotted by Fortuna for land reclamation; risks associated with dependence upon information technology systems, which are subject to disruption, damage, failure and risks with implementation and integration; uncertainty relating to nature and climate change conditions; risks associated with climate change legislation; laws and regulations regarding the protection of the environment (including greenhouse gas emission reduction and other decarbonization requirements and the uncertainty surrounding the interpretation of omnibus Bill C-59 and the related amendments to the Competition Act (Canada); our ability to manage physical and transition risks related to climate change and successfully adapt our business strategy to a low carbon global economy; risks related to the volatility of the trading price of Fortuna's common shares; dilution from further equity or convertible debenture financings; risks related to future insufficient liquidity resulting from a decline in the price of Fortuna's common shares; uncertainty relating to Fortuna's ability to pay dividends in the future; risks relating to the market for Fortuna's securities; risks relating to the convertible notes of Fortuna; and uncertainty relating to the enforcement of any U.S. judgments which may be brought against Fortuna; as well as those factors referred to in the 'Risk Factors' section in our Annual Information Form for the financial year ended December 31, 2024 filed with the Canadian Securities Administrators and available at and filed with the U.S. Securities and Exchange Commission as part of Fortuna's Form 40-F and available at Although Fortuna has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in Forward-looking Statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.A PDF accompanying this announcement is available at
