Safe Harbor Financial Reports Fourth Quarter and Year-End 2024 Results

— Adjusted EBITDA(1) is positive for each of the last 3 years; Adjusted Working Capital(2) is approximately positive $2 million — Loan Interest Income increased 82% and 123% year-over-year for the three months and full-year ended December 31, 2024, respectively — Revenue for the Q4 2024 increased 5% compared to the Q3 2024, led by a 35% sequential increase in loan interest income — Loan Loss Reserve of approximately $1.4 million reserved as a result of a modified Commercial Alliance Agreement (CAA) with Partner Colorado Credit Union (PCCU) — Modifications of PCCU Commercial Alliance Agreement and Note enable new CEO Terry Mendez to implement growth strategy offering broader solutions for clients GOLDEN, Colo., April 01, 2025 (GLOBE NEWSWIRE) -- SHF Holdings, Inc., d/b/a/ Safe Harbor Financial (“Safe Harbor” or the “Company”) (NASDAQ: SHFS), a leader in facilitating financial services and credit facilities to the regulated cannabis industry, announced today its unaudited consolidated financial results for the fourth quarter and full year ended December 31, 2024. Fourth Quarter 2024 Financial and Operational Summary ● Revenue was approximately $3.7 million, compared to approximately $4.5 million for the fourth quarter of 2023 and $3.5 million for the third quarter of 2024.● Loan Interest Income increased 82% to approximately $1.8 million from approximately $1.0 million the fourth quarter of 2023.● Compensation and Employee Benefits expense of approximately $1.4 million declined 32% compared to approximately $2.1 million in 2023.● General and Administrative Expense of approximately $1.1 million declined 36% from $1.7 million in 2023.● Adjusted EBITDA(1) was positive at $63,581, compared to $1.3 million in the fourth quarter of 2023(1).● On October 29, 2024, the Company announced it originated a $1.07 million secured credit facility for a Missouri cannabis operator.● On December 4, 2024, Safe Harbor, Collective Clean Energy Fund and Partner Colorado announced they are collaborating to fund a $500,000 sustainable upgrade loan for a Denver cannabis facility. Full-Year 2024 Financial & Operational Summary ● Revenue was approximately $15.2 million, compared to approximately $17.6 million for the full year of 2023.● Loan Interest Income increased 123% to approximately $6.6 million for the full year of 2024 from approximately $3.0 million for the full year of 2023.● Operating Expenses decreased to approximately $22.3 million, compared to approximately $38.3 million in 2023.● Adjusted EBITDA(1) was approximately $2.9 million, compared to approximately $3.6 million for the full year of 2023(1).● Adjusted Working Capital(2) was approximately $2 million at December 31, 2024 (1) Adjusted EBITDA is a non-GAAP financial metric. A reconciliation of non-GAAP to GAAP measures is included below in this earnings release.(2) Adjusted Working Capital is a non-GAAP financial metric. A reconciliation of non-GAAP to GAAP measures is included below in this earnings release. Subsequent Operational Highlights ● On December 31, 2024, the Company and PCCU entered into an Amended Commercial Alliance Agreement (the “Amended CAA”), extending the term through December 31, 2028, with automatic two-year renewal periods unless a party provides written notice of non-renewal at least 12 months before the current term expires. In addition, the Amended CAA eliminates the Company’s indemnification obligations for any losses related to any loans it facilitated under the Original Commercial Alliance Agreement or will facilitate in the future.● On January 16, 2025, the Company announced it had processed over $25 Billion in cannabis-related funds.● On January 29, 2025, Safe Harbor announced that Terry Mendez joined as Co-CEO, and he became CEO on February 28, 2025, upon the retirement of former CEO Sundie Seefried.● On February 12, 2025, the Company announced it had originated a $1,500,000 secured credit facility for a Missouri cannabis operator.● On March 4, 2025, Safe Harbor announced it successfully modified its debt obligation with Partner Colorado Credit Union (the “Amended PCCU Note”), unlocking $6.4 million in cash flow over the next two years.● On March 20, 2025, the Company announced Mike Regan has joined as Head of Investor Relations and Data Science. “Throughout 2024, the lending arm of Safe Harbor was a driving force for the Company as our loan interest income was up 82% for the fourth quarter and 123% for the year,” said Terry Mendez, Chief Executive Officer of Safe Harbor Financial. “We continue to be an innovator in this sector as we instituted a new small business line of credit program while also originating several debt and credit facilities at market-competitive terms for numerous clients across the U.S. We were able to do this while remaining diligent in lower overall expenses. While fourth quarter 2024 operating expenses increased 86% compared to the fourth quarter of 2023, operating expenses declined 42% for the full year 2024. Operating expenses adjusted for material non-cash items declined approximately 15% year-over year in the fourth quarter 2024 and 24% for the full-year of 2024.” Mendez continued, “Subsequent to the quarter end, the Company surpassed $25 billion in processed cannabis-related funds through our trusted network of partner banks. This is a significant milestone that we achieved on our 10th anniversary and is another proven point that Safe Harbor continues to be a leader in offering compliant banking services to cannabis related businesses. We also originated a $1.5 million secured credit facility with a cannabis operator out of Missouri, further cementing our position as a trusted financial partner to cannabis businesses. “Finally, in a redefining transaction for the Company, we successfully modified our debt obligation with Partner Colorado Credit Union. This modification greatly improves our financial stability as we are able to unlock over $6 million in cashflow over the next two years and push the term of the debt obligation out to October 2030. This updated debt deal provides Safe Harbor with the financial flexibility needed to enhance and expand our overall business services as we execute on our business strategy throughout 2025 and beyond. “One of the major reasons I joined Safe Harbor is the tremendous opportunity I see to build upon our strong foundation, to evolve from a single compliance solution into a provider of a broad array of services focused on addressing the needs of our clients. I believe that Safe Harbor is well positioned to offer competitive solutions designed to protect, lend, connect and enable the success of our customers and our clients,” concluded Mendez. Full Year 2024 Financial Results For the year ended December 31, 2024, total revenue was $15.2 million, compared to approximately $17.6 million in the prior year. The decrease in revenue was due to a reduction in deposit activity and onboarding income and was primarily attributable to the decrease in the number of accounts related to the Abaca acquisition, offset by a 123% year-over-year increase in loan interest income. In the full-year ended December 31, 2024, PCCU accounted for $4.6 million of the revenue generated from deposits, activities, and client onboarding. Related to this revenue, the Company recognized $452,371 in account hosting expenses. Full-year 2024 operating expenses decreased over 42% to $22.3 million, compared to $38.3 million in the prior year period, which was comprised of the following: ● Compensation and employee benefits expenses decreased 25% due to decrease in stock-based compensation and a lower headcount as compared to previous year. Restructuring efforts will continue as we optimize our talent portfolio. ● General and administrative expenses decreased 39% across various categories including: i) $988,412 in investment hosting fees as a result of the decrease in investment income, ii) $900,034 in decreased bank sharing fees due to the decrease in the number of accounts, and iii) $661,776 in decreased amortization and depreciation. ● For the year ended December 31, 2024, the Company fully impaired goodwill and finite-lived intangible assets. Goodwill and intangible assets are now fully written down to $0 on the balance sheet. ● The professional services expense increased primarily due to higher legal fees related to ongoing litigation. ● Credit Loss Expense benefitted from the elimination of the indemnity liability from the Balance Sheet as of December 31, 2024, due to the Amended CAA. Net loss for full year 2024 was approximately $48.3 million, compared to a net loss of approximately $17.3 million in the prior year period. This includes the impact of approximately $43.9 million non-cash valuation allowance on the deferred tax asset and $9.1 million in non-cash Goodwill and Long-Lived Intangible Asset Impairment expenses. As of December 31, 2024, the Company had cash and cash equivalents of $2.3 million, compared to $4.9 million at December 31, 2023. SHF Holdings, Inc.CONSOLIDATED BALANCE SHEETS December 31,2024(Unaudited) December 31,2023 ASSETS Current Assets: Cash and cash equivalents $2,324,647 $4,888,769 Accounts receivable – trade 134,609 121,875 Accounts receivable – related party 968,023 2,095,320 Prepaid expenses – current portion 659,536 546,437 Accrued interest receivable 16,319 13,780 Forward purchase receivable 4,584,221 - Short-term loans receivable, net 13,332 12,391 Other current assets 3,000,000 82,657 Total Current Assets $11,700,687 $7,761,229 Long-term loans receivable, net 378,854 381,463 Property, plant and equipment, net 3,154 84,220 Operating lease right to use assets 703,524 859,861 Goodwill - 6,058,000 Intangible assets, net - 3,721,745 Deferred tax asset, net - 43,829,019 Prepaid expenses – long term position 412,500 562,500 Forward purchase receivable - 4,584,221 Security deposit 19,568 18,651 Total Assets $13,218,287 $67,860,909 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current Liabilities: Accounts payable $140,723 $217,392 Accounts payable-related party 75,608 577,315 Accrued expenses 1,301,378 1,008,987 Contract liabilities 28,335 21,922 Lease liabilities – current 161,952 132,546 Senior secured promissory note – current portion 255,765 3,006,991 Deferred consideration – current portion 3,338,343 2,889,792 Forward purchase derivative liability 7,309,580 - Other current liabilities 72,836 41,639 Total Current Liabilities $12,684,520 $7,896,584 Warrant liabilities 1,360,491 4,164,129 Deferred consideration – long term portion - 810,000 Forward purchase derivative liability - 7,309,580 Senior secured promissory note—long term portion 10,748,408 11,004,175 Net deferred indemnified loan origination fees - 63,275 Lease liabilities – long term 712,882 875,447 Indemnity liability - 1,382,408 Total Liabilities $25,506,301 $33,505,598 Commitment and Contingencies Stockholders’ (Deficit) Equity Convertible preferred stock, $.0001 par value, 1,250,000 shares authorized, 111 and 1,101 shares issued and outstanding on December 31, 2024, and December 31, 2023, respectively - - Class A Common Stock, $.0001 par value, 130,000,000 shares authorized, 2,783,667 and 2,728,169 issued and outstanding on December 31, 2024, and December 31, 2023, respectively 278 273 Additional paid in capital 108,467,253 105,924,859 Retained deficit (120,755,545) (71,569,821)Total Stockholders’ (Deficit) Equity $(12,288,014) $34,355,311 Total Liabilities and Stockholders’ (Deficit) Equity $13,218,287 $67,860,909 SHF Holdings, Inc.CONSOLIDATED STATEMENTS OF OPERATIONS For the year ended December 31, 2024(Unaudited) 2023 Revenue $15,242,560 $17,562,903 Operating expenses Compensation and employee benefits 7,783,331 10,334,212 General and administrative expenses 4,018,094 6,587,392 Professional services 2,518,394 1,858,137 Lease expense 258,477 315,615 Credit loss (benefit) expense (1,393,131) 290,857 Impairment of goodwill 6,058,000 13,208,276 Impairment of long-lived intangible assets 3,090,881 5,699,463 Total operating expenses $22,334,046 $38,293,952 Operating loss (7,091,486) (20,731,049)Other (income) expenses Interest expense 533,390 1,094,736 Change in fair value of warrant liabilities (2,803,638) 1,853,920 Change in the fair value of deferred consideration (361,449) (4,570,157)Total other (income) expenses $(2,631,697) $(1,621,501)Net loss before income tax (4,459,789) (19,109,548)Provision (benefit) for income taxes $43,859,686 $(1,829,701)Net loss $(48,319,475) $(17,279,847)Weighted average shares outstanding, basic 2,772,867 2,128,728 Basic net loss per share $(17.43) $(8.12)Weighted average shares outstanding, diluted 2,772,867 2,128,728 Diluted net loss per share $(17.43) $(8.12) SHF Holdings, Inc.Consolidated Statements of Stockholders’ (Deficit) Equity FOR THE YEARS ENDED DECEMBER 31, 2024 (UNAUDITED) AND 2023 PreferredStock Class ACommon Stock AdditionalPaid-in Retained TotalShareholders’(Deficit) Shares Amount Shares Amount Capital (Deficit) Equity Balance, January 01, 2023 14,616 $1 1,186,644 $119 $44,808,286 $(39,695,281) $5,113,125 Cumulative effect from adoption of CECL - - - - - (581,318) (581,318)Issuance of shares to Abaca shareholders - - 291,791 29 4,085,047 - 4,085,076 Conversion of PIPE Shares (13,515) (1) 628,110 63 14,013,313 (14,013,375) - Restricted stock units - - 61,623 6 1,252,037 - 1,252,043 Stock compensation cost - - - - 2,459,324 - 2,459,324 PCCU Restructuring - - 560,000 56 38,406,352 - 38,406,408 Reversal of deferred underwriting cost - - - - 900,500 - 900,500 Net loss - - - - - (17,279,847) (17,279,847)Balance, December 31, 2023 1,101 $- 2,728,168 $273 $105,924,859 $(71,569,821) $34,355,311 Issuance of equity for marketing services - - 12,117 1 149,999 - 150,000 Conversion of PIPE shares (990) - 39,600 4 866,245 (866,249) - Restricted stock units - - 3,781 - 63,784 - 63,784 Stock compensation cost - - - - 1,462,366 - 1,462,366 Net loss - - - - - (48,319,475) (48,319,475)Balance, December 31, 2024 111 $- 2,783,666 $278 $108,467,253 $(120,755,545) $(12,288,014) SHF Holdings, Inc.CONSOLIDATED STATEMENTS OF CASH FLOWS Year ended December 31, 2024(Unaudited) 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(48,319,475) $(17,279,847)Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization expense 711,929 1,373,707 Stock compensation expense 1,575,952 3,739,156 Net deferred indemnified loan origination fees (63,275) (45,806)Interest expense - 663,208 Lease expense 23,181 136,097 Credit loss (benefit) expense (1,393,131) 290,857 Impairment of goodwill 6,058,000 13,208,276 Impairment of long-lived intangible assets 3,090,881 5,699,463 Deferred tax expense (benefit), net 43,859,686 (1,829,701)Marketing expense settled via common stock 100,000 - Change in fair value of warrant liabilities (2,803,638) 1,853,920 Change in the fair value of deferred consideration (361,449) (4,570,157)Changes in operating assets and liabilities: Accounts receivable - trade (12,734) 81,183 Accounts receivable – related party 1,127,297 (863,593)Contract assets - 21,170 Prepaid expenses 86,901 (220,852)Other current liabilities 527 - Accrued interest receivable (2,542) (6,460)Deferred underwriting payable - (550,000)Other current assets (2,967,145) 40,371 Accounts payable (76,672) (2,515,442)Accounts payable – related party (501,709) 386,660 Accrued expenses 292,396 (464,424)Contract liabilities 6,413 20,926 Security deposit (916) (856)Net cash provided by (used in) operating activities $430,477 $(832,144) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment - (208,434)Payment to Abaca Shareholder - (3,000,000)Loan receivable repayment 12,394 1,027,986 Net cash provided by (used in) investing activities $12,394 $(2,180,448) CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of senior secured promissory note (3,006,993) (488,834)Net cash used in financing activities $(3,006,993) $(488,834) Net decrease in cash and cash equivalents (2,564,122) (3,501,426)Cash and cash equivalents - beginning of period 4,888,769 8,390,195 Cash and cash equivalents - end of period $2,324,647 $4,888,769 Supplemental disclosure of cash flow information Interest paid $416,852 $450,258 Non-cash transactions: Marketing expense settled via common stock $50,000 $- Shares issued for the settlement of abaca acquisition - 4,085,076 Operating lease right of use assets recognized - - Operating lease liabilities recognized - - Shares issued for the settlement of PCCU debt obligation - 38,406,408 Cumulative effect from adoption of CECL - 581,318 Reversal of deferred underwriting cost - 900,500 Interest recognized on PCCU settlement - 639,521 Earnings Before Interest Taxes Depreciation and Amortization (EBITDA) and Adjusted EBITDA To provide investors with additional information regarding our financial results, we have disclosed EBITDA and Adjusted EBITDA, both of which are non-GAAP financial measures that we calculate as net loss before taxes and depreciation and amortization expense in the case of EBITDA and further adjusted to exclude non-cash, unusual and/or infrequent costs in the case of Adjusted EBITDA. Below we have provided a reconciliation of net loss (the most directly comparable GAAP financial measure) to EBITDA and from EBITDA to Adjusted EBITDA. We present EBITDA and Adjusted EBITDA because these metrics are a key measure used by our management to evaluate our operating performance, generate future operating plans, and make strategic decisions regarding the allocation of investment capacity. Accordingly, we believe that EBITDA and Adjusted EBITDA provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management. EBITDA and Adjusted EBITDA have limitations as an analytical tool, and it should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are as follows: ● although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and both EBITDA and Adjusted EBITDA do not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; ● EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and ● EBITDA and Adjusted EBITDA do not reflect tax payments that may represent a reduction in cash available to us. Because of these limitations, you should consider EBITDA and Adjusted EBITDA alongside other financial performance measures, including net loss and our other GAAP results. A reconciliation of net loss to non-GAAP EBITDA and Adjusted EBITDA is as follows: Year Ended December 31, 2024(Unaudited) 2023 Net loss $(48,319,475) $(17,279,847)Interest expense 533,390 1,094,736 Depreciation and amortization 711,929 1,373,707 Provision (benefit) for income taxes 43,859,686 (1,829,701)EBITDA (3,214,470) (16,641,105) Other adjustments – Credit loss (benefit) expense (1,393,131) 290,857 Change in the fair value of warrants and forward purchase derivatives (2,803,640) 1,853,920 Change in the fair value of deferred consideration (361,449) (4,570,157)Deferred loan origination fees and costs (63,275) 27,271 Stock based compensation 1,575,952 3,739,156 Goodwill and long-lived intangible assets impairment 9,148,881 18,907,739 Adjusted EBITDA $2,888,868 $3,607,681 Working Capital and Adjusted Working Capital While the company reported a net working capital deficit of $983,833 at the end of 2024, this figure includes several non-cash liabilities that do not affect liquidity. After adjusting for these non-cash items and considering the cost of the Amended PCCU Note the adjusted working capital calculation is as follows: # Particulars Amount A Net working capital as reported on December 31, 2024 $(983,833)B Forward purchase contract, net 2,725,359 C Third anniversary payment consideration 322,000 D Fees paid in 2025 on the Amended PCCU Note (53,742) Adjusted working capital as of December 31, 2024 (A+B+C+D) $2,009,784 About Safe Harbor Safe Harbor is among the first service providers to offer compliance, monitoring and validation services to financial institutions, providing traditional banking services to cannabis, hemp, CBD, and ancillary operators, making communities safer, driving growth in local economies, and fostering long-term partnerships. Safe Harbor, through its financial institution clients, implements high standards of accountability, transparency, monitoring, reporting and risk mitigation measures while meeting Bank Secrecy Act obligations in line with FinCEN guidance on cannabis-related businesses. Over the past decade, Safe Harbor has facilitated more than $25 billion in deposit transactions for businesses with operations spanning more than 41 states and US territories with regulated cannabis markets. For more information, visit www.shfinancial.org. Cautionary Statement Regarding Forward-Looking Statements Certain information contained in this press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included herein may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Forward-looking statements may include, but are not limited to, statements with respect to trends in the cannabis industry, including proposed changes in U.S. and state laws, rules, regulations and guidance relating to Safe Harbor’s services; Safe Harbor’s ability to issue loans in the same or similar fashion; Safe Harbor’s growth prospects and Safe Harbor’s market size; Safe Harbor’s projected financial and operational performance, including relative to its competitors and historical performance; new product and service offerings Safe Harbor may introduce in the future; the impact volatility in the capital markets, which may adversely affect the price of Safe Harbor’s securities; the outcome of any legal proceedings that may be instituted against Safe Harbor; and other statements regarding Safe Harbor’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “outlook,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, 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. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in Safe Harbor’s filings with the U.S. Securities and Exchange Commission. Safe Harbor undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release. Contact Information Mike Regan, Head of Investor Relations and Data Scienceir@SHFinancial.org KCSA Strategic CommunicationsEllen Mellodysafeharbor@kcsa.com

Safe Harbor Financial Reports Fourth Quarter and Year-End 2024 Results

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