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  • MIL-OSI: Synaptics Reports Second Quarter Fiscal 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    Q2’25 Financial Results and Recent Business Highlights

    • Revenue of $267.2 million
    • GAAP gross margin of 45.7 percent
    • Non-GAAP gross margin of 53.6 percent
    • GAAP diluted earnings per share of $0.05
    • Non-GAAP diluted earnings per share of $0.92
    • Signed a new agreement with Broadcom, accelerating our Edge AI strategy
    • Repurchased approximately one million shares for $74.5 million

    SAN JOSE, Calif., Feb. 06, 2025 (GLOBE NEWSWIRE) — Synaptics Incorporated (Nasdaq: SYNA) today reported financial results for its second quarter of fiscal 2025 ended December 28, 2024.

    Net revenue for the second quarter of fiscal 2025 was $267.2 million. GAAP net income for the second quarter of fiscal 2025 was $1.8 million, or $0.05 per diluted share. Non-GAAP net income for the second quarter of fiscal 2025 was $36.6 million, or $0.92 per diluted share.

    “We delivered another solid quarter, marking our third consecutive quarter of both sequential and year-over-year revenue growth. Core IoT products grew 63% year-over-year in the second quarter—a testament to our leadership in this rapidly expanding market. Additionally, our strategic transaction with Broadcom further strengthens our Core IoT position. This agreement, coupled with our ongoing organic growth, increases my confidence in the company’s long-term growth potential,” said Ken Rizvi, Synaptics’ Interim CEO and Chief Financial Officer.

    Business Outlook
    Ken Rizvi, added, “We are seeing stable to improving trends in most of our end markets. While the fiscal third quarter is down sequentially due to seasonality, our guidance reflects continued year-over-year growth in our business. Our strong balance sheet and positive cash flow, positions us to capitalize on both organic and inorganic growth opportunities, while also returning capital to shareholders through share buybacks.”

    The third quarter fiscal 2025 outlook information provided below is based on the company’s current estimates and is not a guarantee of future performance. These statements are forward-looking and actual results may differ materially. Refer to the “Cautionary Statement Regarding Forward-Looking Statements” section below for information on the factors that could cause the Company’s actual results to differ materially from these forward-looking statements.

    For the third quarter of fiscal 2025, the company expects:

           
      GAAP Non-GAAP Adjustment Non-GAAP
           
    Revenue $265M ± $15M N/A N/A
           
    Gross Margin* 45.2 percent ±
    2.0 percent
    $22M ± $1M 53.5 percent ± 1.0 percent
           
    Operating Expense** $141M ± $3M $40M ± $1M $101M ± $2M
           
    Earnings (loss) per share*** ($0.47) ± $0.30 $1.32 ± $0.10 $0.85 ± $0.20
           
    * Projected Non-GAAP gross margin excludes $20.0 to $22.0 million acquisition and integration-related costs and $1.0 million share-based compensation.
    ** Projected Non-GAAP operating expense excludes $34.0 to $35.0 million share-based compensation, $1.0 to $2.0 million restructuring costs, and $4.0 million acquisition and integration related costs.
    *** Projected Non-GAAP earnings (loss) per share excludes $0.89 to $0.92 share-based compensation, $0.03 to $0.05 restructuring costs, $0.60 to $0.65 acquisition and integration related costs, and ($0.20) other non-cash and Non-GAAP tax adjustments.

    Our outlook incorporates the effects of the company’s recent asset acquisition from Broadcom. However, the company has not completed its assessment of the provisional fair values of the assets and liabilities, and therefore, our GAAP outlook does not reflect the impact of any differences between the carrying values and fair values of Broadcom’s assets or liabilities, including share-based compensation and the impact of amortization of any identifiable intangible assets.

    Earnings Call and Supplementary Materials
    The Synaptics second quarter fiscal 2025 teleconference and webcast is scheduled to begin at 2:00 p.m. PT (5:00 p.m. ET), on Thursday, February 6, 2025, during which the company may discuss forward-looking information.

    Speaker:

    • Ken Rizvi, Interim CEO and Chief Financial Officer

    To participate on the live call, analysts and investors should pre-register at Synaptics Q2 FY2025 Earnings Call Registration.
    https://register.vevent.com/register/BI158a46a65d6743c6b0846d8242dcea87. Supplementary slides, a copy of the prepared remarks, and a live and archived webcast of the conference call will be accessible from the “Investor Relations” section of the company’s website at https://investor.synaptics.com/.

    About Synaptics Incorporated:
    Synaptics (Nasdaq: SYNA) is driving innovation in AI at the Edge, bringing AI closer to end users and transforming how we engage with intelligent connected devices, whether at home, at work, or on the move. As a go-to partner for forward-thinking product innovators, Synaptics powers the future with its cutting-edge Synaptics Astra™ AI-Native embedded compute, Veros™ wireless connectivity, and multimodal sensing solutions. We’re making the digital experience smarter, faster, more intuitive, secure, and seamless. From touch, display, and biometrics to AI-driven wireless connectivity, video, vision, audio, speech, and security processing, Synaptics is the force behind the next generation of technology enhancing how we live, work, and play. Follow Synaptics on LinkedIn, X and Facebook, or visit synaptics.com.

    Use of Non-GAAP Financial Information
    In evaluating its business, Synaptics considers and uses Non-GAAP Net Income, which we define as net income excluding share-based compensation, acquisition-related costs, and certain other non-cash or recurring and non-recurring items the company does not believe are indicative of its core operating performance, as a supplemental measure of operating performance. Non-GAAP Net Income is not a measurement of the company’s financial performance under GAAP and should not be considered as an alternative to GAAP Net Income. The company presents Non-GAAP Net Income because it considers it an important supplemental measure of its performance since it facilitates operating performance comparisons from period to period by eliminating potential differences in net income caused by the existence and timing of share-based compensation charges, acquisition and integration-related costs, restructuring costs, and certain other non-cash or recurring and non-recurring items. Non-GAAP Net Income has limitations as an analytical tool and should not be considered in isolation or as a substitute for the company’s GAAP Net Income. The principal limitations of this measure are that it does not reflect the company’s actual expenses and may thus have the effect of inflating its net income and net income per share as compared to its operating results reported under GAAP. In addition, the company presents components of Non-GAAP Net Income, such as Non-GAAP Gross Margin, Non-GAAP operating expenses and Non-GAAP operating margin, for similar reasons.

    As presented in the “Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures” tables that follow, Non-GAAP Net Income and each of the other Non-GAAP financial measures excludes one or more of the following items:

    Acquisition and integration-related costs
    Acquisition and integration-related costs primarily consist of:

    • amortization of purchased intangibles, which include acquired intangibles such as developed technology, customer relationships, trademarks, backlog, licensed technology, patents, and in-process technology when post-acquisition development is determined to be substantively complete;
    • inventory fair value adjustments affecting the carrying value of inventory acquired in an acquisition;
    • transitory post-acquisition incentive programs negotiated in connection with an acquired business or designed to encourage post-acquisition retention of key employees; and
    • legal and consulting costs directly associated with acquisitions, potential acquisitions and refinancing costs, including non-recurring acquisition related costs and services.

    These acquisition and integration-related costs are not factored into the company’s evaluation of its ongoing business operating performance or potential acquisitions, as they are not considered as part of the company’s principal operations. Further, the amount of these costs can vary significantly from period to period based on the terms of an earn-out arrangement, revisions to assumptions that went into developing the estimate of the contingent consideration associated with an earn-out arrangement, the size and timing of an acquisition, the lives assigned to the acquired intangible assets, and the maturity of the business acquired. Excluding acquisition related costs from Non-GAAP measures provides investors with a basis to compare Synaptics against the performance of other companies without the variability and potential earnings volatility associated with purchase accounting and acquisition-related items.

    Share-based compensation
    Share-based compensation expense relates to employee equity award programs and the vesting of the underlying awards, which includes stock options, deferred stock units, market stock units, performance stock units, phantom stock units and the employee stock purchase plan. Share-based compensation settled with stock, which includes stock options, deferred stock units, market stock units, performance stock units and the employee stock purchase plan, is a non-cash expense, while share-based compensation settled with cash, which includes phantom stock units, is a cash expense. Settlement of all employee equity award programs, whether settled with cash or stock, varies in amount from period to period and is dependent on market forces that are often beyond the company’s control. As a result, the company excludes share-based compensation from its internal operating forecasts and models. The company believes that Non-GAAP measures reflecting adjustments for share-based compensation provide investors with a basis to compare the company’s principal operating performance against the performance of peer companies without the variability created by share-based compensation resulting from the variety of equity-linked compensatory awards used by other companies and the varying methodologies and assumptions used.

    Intangible asset impairment charge
    Intangible asset impairment charge represent the excess carrying value of an indefinite-lived asset over its fair value. The intangible asset impairment charge is a non-cash charge. The company excludes intangible asset impairment charge from its internal operating forecasts and models when evaluating its ongoing business performance. The company believes that Non-GAAP measures, reflecting adjustments for intangible asset impairment charge, provide investors with a basis to compare the company’s principal operating performance against the performance of other companies without the variability created by the intangible asset impairment charge.

    Restructuring costs
    Restructuring costs are costs incurred to address cost structure inefficiencies of acquired or existing business operations and consist primarily of employee termination, asset disposal and office closure costs, including the reversal of such costs. As a result, the company excludes restructuring costs from its internal operating forecasts and models when evaluating its ongoing business performance. The company believes that Non-GAAP measures reflecting adjustments for restructuring costs provide investors with a basis to compare the company’s principal operating performance against the performance of other companies without the variability created by restructuring costs designed to address cost structure inefficiencies of acquired or existing business operations.

    Site remediation accrual
    Site remediation accrual represents an update to the estimated future costs associated with the ongoing planning and remediation of a site contamination project from an acquisition. As we evaluate progress on our ongoing remediation effort and as we work with governmental organizations to update our remediation plan to meet the evolving guidelines, we estimate costs associated with plan revisions to determine if our liability has changed. Excluding the site remediation accrual from Non-GAAP measures provides investors with a basis to compare Synaptics against the performance of other companies without the variability associated with the site remediation accrual.

    Legal settlement accruals and other
    Legal settlement accruals and other represent our estimated cost of settling legal claims and any obligations to indemnify a counterparty against third party claims that are unusual or infrequent. As a result, the company will exclude these settlement charges from its internal operating forecasts and models when evaluating its ongoing business performance. The company believes that non-GAAP measures reflecting an adjustment for settlement charges provide investors with a basis to compare the company’s principal operating performance against the performance of other companies without the variability created by unusual or infrequent settlement accruals designed to address non-recurring or non-routine costs.

    Loss on early extinguishment of debt
    Loss on extinguishment of debt represents a non-cash item based on the difference in the carrying value of the debt and the fair value of the debt when extinguished. Loss on early extinguishment of debt is excluded from Non-GAAP results as it is non-cash. Excluding loss on early extinguishment of debt from Non-GAAP measures provides investors with a basis to compare Synaptics against the performance of other companies without the variability associated with loss on early extinguishment of debt.

    Other non-cash items
    Other non-cash items include non-cash amortization of debt discount and issuance costs. These items are excluded from Non-GAAP results as they are non-cash. Excluding other non-cash items from Non-GAAP measures provides investors with a basis to compare Synaptics against the performance of other companies without the variability associated with other non-cash items.

    Non-GAAP tax adjustments
    The company forecasts its long-term Non-GAAP tax rate in order to provide investors with improved long-term modeling accuracy and consistency across financial reporting periods by eliminating the effects of certain items in our Non-GAAP net income and Non-GAAP net income per share, including the type and amount of share-based compensation, the taxation of post-acquisition intercompany intellectual property cross-licensing or transfer transactions, and the impact of other acquisition items that may or may not be tax deductible. The company intends to evaluate its long-term Non-GAAP tax rate annually for significant events, including material tax law changes in the major tax jurisdictions in which the company operates, corporate organizational changes related to acquisitions or tax planning opportunities, and substantive changes in our geographic earnings mix.

    Cautionary Statement Regarding Forward-Looking Statements
    This press release contains statements that are not historical facts but rather forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements related to the company’s current expectations and projections relating to its financial condition, results of operations, including the company’s financial guidance for third quarter fiscal 2025, plans, objectives, future performance and business, including the expected benefits from the transaction with Broadcom. Such forward-looking statements may include words such as “expect,” “anticipate,” “intend,” “believe,” “estimate,” “plan,” “target,” “strategy,” “continue,” “may,” “will,” “should,” variations of such words, or other words and terms of similar meaning. All forward-looking statements are based upon the company’s current expectations or various assumptions. The company’s expectations and assumptions are expressed in good faith, and the company believes there is a reasonable basis for them. However, there can be no assurance that such forward-looking statements will materialize or prove to be correct as forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors which may cause actual future results, performance or achievements to differ materially from the future results, performance or achievements expressed in or implied by such forward-looking statements. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those set out in the forward-looking statements, including risks related to the company’s dependence on its solutions for the Core IoT and Enterprise and Automotive product applications market for a substantial portion of its revenue; the volatility of the company’s net revenue from its solutions for Core IoT and Enterprise and Automotive product applications; the company’s dependence on one or more large customers; the company’s exposure to industry downturns and cyclicality in its target markets; the company’s ability to successfully offer product solutions for new markets; the company’s expectations regarding technology and strategic investments and the anticipated timing or benefits thereof; the company’s ability to execute on its cost reduction initiatives and to achieve expected synergies and expense reductions; the company’s ability to maintain and build relationships with its customers; the company’s dependence on third parties to maintain satisfactory manufacturing yields and deliverable schedule; the company’s indemnification obligations for any third party claims; the uncertainty surrounding macroeconomic factors in the United States, and globally, impacting the supply chain environment, inflationary pressure, workforce reductions, regional instabilities and hostilities (including the conflict in the Middle East), the company’s ability to recruit and retain key personnel, the company’s ability to realize anticipated benefits from the transaction with Broadcom, the company’s ability to grow sales and expand into the serviceable wireless market as expected, and other risks as identified in the “Risk Factors,” “Management’ Discussion and Analysis of Financial Condition and Results of Operations” and “Business” sections of the company’s most recent Annual Report on Form 10-K and the company’s most recent Quarterly Report on Form 10-Q; and other risks as identified from time to time in the company’s Securities and Exchange Commission reports. For any forward-looking statements contained in this press release, the company claims ​the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and the company assumes no obligation to update publicly or revise any forward-looking statements in light of new information or future events, except as required by law.

    Synaptics and the Synaptics logo are trademarks of Synaptics in the United States and/or other countries. All other marks are the property of their respective owners.

    For more information, please contact:
    Munjal Shah
    Head of Investor Relations
    +1-408-518-7639
    munjal.shah@synaptics.com

     
    SYNAPTICS INCORPORATED
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (In millions)
    (Unaudited)
     
      December 2024   June 2024
    ASSETS      
    Current Assets:      
    Cash and cash equivalents $ 596.1     $ 876.9  
    Accounts receivable, net   146.5       142.4  
    Inventories, net   119.5       114.0  
    Prepaid expenses and other current assets   28.4       29.0  
    Total current assets   890.5       1,162.3  
    Property and equipment, net   75.3       75.5  
    Goodwill   819.9       816.4  
    Acquired intangibles, net   242.0       288.4  
    Deferred tax asset   368.5       345.6  
    Non-current other assets   131.3       136.8  
    Total assets $ 2,527.5     $ 2,825.0  
    LIABILITIES AND STOCKHOLDERS’ EQUITY      
    Current Liabilities:      
    Accounts payable $ 84.0     $ 87.5  
    Accrued compensation   31.2       27.4  
    Other accrued liabilities   114.6       156.3  
    Current portion of long-term debt         6.0  
    Total current liabilities   229.8       277.2  
    Long-term debt   832.5       966.9  
    Other long-term liabilities   89.1       114.1  
    Total liabilities   1,151.4       1,358.2  
    Stockholders’ Equity:      
    Common stock and additional paid-in capital   1,112.4       1,107.1  
    Treasury stock   (952.7 )     (878.0 )
    Retained earnings   1,216.4       1,237.7  
    Total stockholders’ equity   1,376.1       1,466.8  
    Total liabilities and stockholders’ equity $ 2,527.5     $ 2,825.0  
     
    SYNAPTICS INCORPORATED
    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    (In millions, except per share data)
    (Unaudited)
     
      Three Months Ended   Six Months Ended
      December   December
        2024       2023       2024       2023  
    Net revenue $ 267.2     $ 237.0     $ 524.9     $ 474.7  
    Cost of revenue   145.0       128.0       281.8       258.6  
    Gross margin   122.2       109.0       243.1       216.1  
    Operating expenses:              
    Research and development   83.3       82.0       164.6       168.5  
    Selling, general, and administrative   49.5       39.7       99.5       82.0  
    Acquired intangibles amortization (1)   3.8       3.9       7.6       9.4  
    Restructuring costs (2)   0.8       1.3       15.0       9.3  
    Total operating expenses   137.4       126.9       286.7       269.2  
    Operating loss   (15.2 )     (17.9 )     (43.6 )     (53.1 )
    Interest and other expense, net   (4.3 )     (6.1 )     (10.2 )     (11.5 )
    Loss on early extinguishment of debt   (6.5 )           (6.5 )      
    Loss before benefit from income taxes   (26.0 )     (24.0 )     (60.3 )     (64.6 )
    Benefit from income taxes   (27.8 )     (15.0 )     (39.0 )      
    Net income (loss) $ 1.8     $ (9.0 )   $ (21.3 )   $ (64.6 )
    Net income (loss) per share:              
    Basic $ 0.05     $ (0.23 )   $ (0.54 )   $ (1.66 )
    Diluted $ 0.05     $ (0.23 )   $ (0.54 )   $ (1.66 )
    Shares used in computing net income (loss):              
    Basic   39.7       39.2       39.7       38.9  
    Diluted   39.8       39.2       39.7       38.9  
    (1) These acquisition related costs consist primarily of amortization associated with certain acquired intangible assets.

    (2) Restructuring costs primarily include severance related costs associated with operational restructurings.    

     
    SYNAPTICS INCORPORATED
    Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures
    (In millions, except per share data)
    (Unaudited)
     
      Three Months Ended   Six Months Ended
      December   December
        2024       2023       2024       2023  
    GAAP gross margin $ 122.2     $ 109.0     $ 243.1     $ 216.1  
    Acquisition and integration related costs   20.8       14.4       41.6       32.2  
    Share-based compensation   0.3       1.1       (2.4 )     2.2  
    Non-GAAP gross margin $ 143.3     $ 124.5     $ 282.3     $ 250.5  
    GAAP gross margin – percentage of revenue   45.7 %     46.0 %     46.3 %     45.5 %
    Acquisition and integration related costs – percentage of revenue   7.8 %     6.1 %     7.9 %     6.8 %
    Share-based compensation – percentage of revenue   0.1 %     0.4 %     (0.5 %)     0.5 %
    Non-GAAP gross margin – percentage of revenue   53.6 %     52.5 %     53.8 %     52.8 %
    GAAP research and development expense $ 83.3     $ 82.0     $ 164.6     $ 168.5  
    Share-based compensation   (15.6 )     (15.5 )     (30.1 )     (30.7 )
    Non-GAAP research and development expense $ 67.7     $ 66.5     $ 134.5     $ 137.8  
    GAAP selling, general, and administrative expense $ 49.5     $ 39.7       99.5       82.0  
    Share-based compensation   (18.7 )     (12.6 )     (34.1 )     (29.5 )
    Acquisition and integration related costs   (1.4 )           (4.7 )      
    Site remediation accrual         (1.6 )           (1.6 )
    Legal settlement accruals and other               (2.2 )      
    Non-GAAP selling, general, and administrative expense $ 29.4     $ 25.5     $ 58.5     $ 50.9  
    GAAP operating loss $ (15.2 )   $ (17.9 )   $ (43.6 )   $ (53.1 )
    Acquisition and integration related costs   26.0       18.3       53.9       41.6  
    Share-based compensation   34.6       29.2       61.8       62.4  
    Legal settlement accruals and other               2.2        
    Restructuring costs   0.8       1.3       15.0       9.3  
    Site remediation accrual         1.6             1.6  
    Non-GAAP operating income $ 46.2     $ 32.5     $ 89.3     $ 61.8  
    GAAP net income (loss) $ 1.8     $ (9.0 )   $ (21.3 )   $ (64.6 )
    Acquisition and integration related costs   26.0       18.3       53.9       41.6  
    Share-based compensation   34.6       29.2       61.8       62.4  
    Restructuring costs   0.8       1.3       15.0       9.3  
    Site remediation accrual         1.6             1.6  
    Legal settlement accruals and other               2.2        
    Loss on early extinguishment of debt   6.5             6.5        
    Other non-cash items   0.6       0.7       1.2       1.3  
    Non-GAAP tax adjustments   (33.7 )     (19.6 )     (50.2 )     (8.8 )
    Non-GAAP net income $ 36.6     $ 22.5     $ 69.1     $ 42.8  
    GAAP net income (loss) per share $ 0.05     $ (0.23 )   $ (0.54 )   $ (1.66 )
    Acquisition and integration related costs   0.65       0.47       1.36       1.07  
    Share-based compensation   0.87       0.74       1.56       1.60  
    Restructuring costs   0.02       0.03       0.38       0.24  
    Site remediation accrual         0.04             0.04  
    Legal settlement accruals and other               0.06        
    Loss on early extinguishment of debt   0.16             0.16        
    Other non-cash items   0.02       0.02       0.03       0.03  
    Non-GAAP tax adjustments   (0.85 )     (0.50 )     (1.26 )     (0.23 )
    Share adjustment               (0.02 )      
    Non-GAAP net income per share – diluted $ 0.92     $ 0.57     $ 1.73     $ 1.09  
     
    SYNAPTICS INCORPORATED
    CONDENSED CONSOLIDATED CASH FLOWS
    (In millions)
    (Unaudited)
     
      Six Months Ended
      December
        2024       2023  
    Net loss $ (21.3 )   $ (64.6 )
    Non-cash operating items   97.3       128.3  
    Changes in working capital   (64.6 )     20.9  
    Net cash provided by operating activities   11.4       84.6  
           
    Acquisition of business, net of cash and cash equivalents acquired   (0.8 )      
    Purchase of intangible assets         (13.5 )
    Purchases of short-term investments         (16.6 )
    Advance payment on intangible assets         (116.5 )
    Net proceeds from maturities and sales of short-term investments and other         23.9  
    Purchases of property and equipment   (13.8 )     (17.1 )
    Net cash used in investing activities   (14.6 )     (139.8 )
           
    Proceeds from issuance of convertible senior notes, net of issuance costs   439.5        
    Payment of debt issuance costs on convertible senior notes and revolving credit facility   (4.4 )      
    Payments for capped call transactions related to the convertible senior notes   (49.9 )      
    Repurchases of common stock, excluding excise taxes   (74.5 )      
    Equity compensation, net   (6.6 )     (21.1 )
    Repayment of debt   (583.5 )     (4.5 )
    Other   1.2       1.7  
    Net cash used in financing activities   (278.2 )     (23.9 )
    Effect of exchange rate changes on cash and cash equivalents   0.6       0.5  
    Net decrease in cash and cash equivalents   (280.8 )     (78.6 )
    Cash and cash equivalents, beginning of period   876.9       924.7  
    Cash and cash equivalents, end of period $ 596.1     $ 846.1  

    The MIL Network

  • MIL-OSI: CarGurus To Report Fourth Quarter and Full-Year 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    BOSTON, Feb. 06, 2025 (GLOBE NEWSWIRE) — CarGurus, Inc. (Nasdaq: CARG), the No. 1 visited digital auto platform for shopping, buying, and selling new and used vehicles1, announced it will issue a press release reporting financial results for the fourth quarter and fiscal year ended December 31, 2024, after the close of the market on February 20, 2025.

    CarGurus will host a conference call and live webcast to discuss those financial results for investors and analysts at 5:00 p.m. Eastern Time on February 20, 2025. To access the conference call, dial (877) 451-6152 for the U.S. or Canada, or (201) 389-0879 for international callers. The webcast will be available live on the Investors section of the company’s website at https://investors.cargurus.com.

    An audio replay of the call will also be available to investors beginning at approximately 8:00 p.m. Eastern Time on February 20, 2025, until 11:59 p.m. Eastern Time on March 6, 2025, by dialing (844) 512-2921 for the U.S. or Canada, or (412) 317-6671 for international callers, and entering passcode 13750508. In addition, an archived webcast will be available on the Investors section of the company’s website at https://investors.cargurus.com.

    About CarGurus, Inc.

    CarGurus (Nasdaq: CARG) is a multinational, online automotive platform for buying and selling vehicles that is building upon its industry-leading listings marketplace with both digital retail solutions and the CarOffer online wholesale platform. The CarGurus platform gives consumers the confidence to purchase and/or sell a vehicle either online or in-person, and it gives dealerships the power to accurately price, effectively market, instantly acquire, and quickly sell vehicles, all with a nationwide reach. The company uses proprietary technology, search algorithms, and data analytics to bring trust, transparency, and competitive pricing to the automotive shopping experience. CarGurus is the most visited automotive shopping site in the U.S. 1

    CarGurus also operates online marketplaces under the CarGurus brand in Canada and the U.K. In the U.S. and the U.K., CarGurus also operates the Autolist and PistonHeads online marketplaces, respectively, as independent brands.

    To learn more about CarGurus, visit www.cargurus.com, and for more information about CarOffer, visit www.caroffer.com.

    CarGurus® is a registered trademark of CarGurus, Inc., and CarOffer® is a registered trademark of CarOffer, LLC. All other product names, trademarks, and registered trademarks are the property of their respective owners.

    1Similarweb: Traffic Report [Cars.com, Autotrader, TrueCar, CARFAX Listings (defined as CARFAX Total visits minus Vehicle History Reports traffic)], Q3 2024, U.S.

    Investor Contact:
    Kirndeep Singh
    Vice President, Head of Investor Relations
    investors@cargurus.com

    Media Contact:
    Maggie Meluzio
    Director, Public Relations & External Communications
    pr@cargurus.com

    The MIL Network

  • MIL-OSI: Vicor Corporation to Hold Fourth Quarter Earnings Conference Call and Webcast on February 20, 2025

    Source: GlobeNewswire (MIL-OSI)

    ANDOVER, Mass., Feb. 06, 2025 (GLOBE NEWSWIRE) — Vicor Corporation (NASDAQ: VICR) announced today it will hold its fourth quarter 2024 earnings conference call and webcast on Thursday, February 20, 2025 at 5:00 p.m. (Eastern). Prepared remarks regarding the company’s financial and operational results for the three and twelve months ended December 31, 2024 will be followed by a question and answer period with Patrizio Vinciarelli, Chief Executive Officer, Jim Schmidt, Chief Financial Officer, and Phil Davies, Corporate Vice President, Global Sales and Marketing.

    Results for the fourth quarter will be released over GlobeNewswire at the close of the NASDAQ Market Session on February 20, 2025, and the press release and a summary of the company’s financial statements will be available shortly thereafter on the Investor Relations page of Vicor’s website.

    Vicor encourages investors and analysts who intend to ask questions via the conference call to register with Notified, the service provider hosting the conference call. Those registering on Notified’s website will receive dial-in info and a unique PIN to join the call as well as an email confirmation with the details. Registration may be completed at any time prior to 5:00 p.m. on February 20, 2025.

    For those parties interested in listen-only mode, the conference call will be webcast via a link that will be posted on the Investor Relations page of Vicor’s website prior to the conference call. Please access the website at least 15 minutes prior to the conference call to register and, if necessary, download and install any required software.

    For those who cannot participate in the live conference call, a webcast replay of the conference call will also be available on the Investor Relations page of Vicor’s website.

    About Vicor

    Vicor Corporation designs, develops, manufactures, and markets modular power components and complete power systems based upon a portfolio of patented technologies. Headquartered in Andover, Massachusetts, Vicor sells its products to the power systems market, including enterprise and high performance computing, industrial equipment and automation, telecommunications and network infrastructure, vehicles and transportation, and aerospace and defense electronics.

    www.vicorpower.com

    For further information contact:
    Vicor Corporation
    James F. Schmidt
    Chief Financial Officer
    Office: (978) 470-2900
    Email: invrel@vicorpower.com

    The MIL Network

  • MIL-OSI: iRhythm Technologies to Report Fourth Quarter and Full Year 2024 Financial Results on February 20, 2025

    Source: GlobeNewswire (MIL-OSI)

    SAN FRANCISCO, Feb. 06, 2025 (GLOBE NEWSWIRE) — iRhythm Technologies, Inc. (NASDAQ:IRTC), a leading digital health care company focused on creating trusted solutions that detect, prevent, and predict disease, today announced that it will release financial results for the fourth quarter and full year 2024 after the close of trading on Thursday, February 20, 2025. The company’s management team will host a corresponding conference call beginning at 1:30 p.m. PT / 4:30 p.m. ET.

    Interested parties may access a live and archived webcast of the conference call on the “Quarterly Results” section of the company’s investor website at investors.irhythmtech.com.

    About iRhythm Technologies, Inc.
    iRhythm is a leading digital health care company that creates trusted solutions that detect, predict, and prevent disease. Combining wearable biosensors and cloud-based data analytics with powerful proprietary algorithms, iRhythm distills data from millions of heartbeats into clinically actionable information. Through a relentless focus on patient care, iRhythm’s vision is to deliver better data, better insights, and better health for all.

    Investor Contact
    Stephanie Zhadkevich
    investors@irhythmtech.com

    Media Contact
    Kassandra Perry
    irhythm@highwirepr.com

    The MIL Network

  • MIL-OSI: Lantronix Reports Results for Second Quarter of Fiscal 2025

    Source: GlobeNewswire (MIL-OSI)

    • Second Quarter Net Revenue of $31.2 Million
    • Second Quarter GAAP EPS of ($0.06)
    • Second Quarter Non-GAAP EPS of $0.04

    IRVINE, Calif., Feb. 06, 2025 (GLOBE NEWSWIRE) — Lantronix Inc. (NASDAQ: LTRX), a global leader of compute and connectivity for the Internet of Things (IoT) solutions enabling Artificial Intelligence (AI) Edge Intelligence, today reported results for its second quarter of fiscal 2025.

    Net revenue totaled $31.2 million, near the midpoint of the guidance range provided for the quarter.

    GAAP EPS of ($0.06), compared to ($0.07) in the prior year and $(0.07) in the prior quarter.

    Non-GAAP EPS of $0.04, compared to $0.08 in the prior year and $0.06 in the prior quarter.

    “Lantronix has the key assets in Compute and Connect to drive Edge Intelligence, and the company remains focused on three key vertical markets: Enterprise; Smart Cities including critical infrastructure; and Transportation,” said Lantronix President and CEO Saleel Awsare. “We are actively advancing Edge AI solutions, integrating the recently acquired IoT assets from Netcomm, and positioning Lantronix for exciting future growth.”

    Business Outlook

    For the third fiscal quarter of 2025, the company expects revenue in a range of $27.0 million to $31.0 million and non-GAAP EPS of $0.01 to $0.05 per share.

    Conference Call and Webcast

    Management will host an investor conference call and audio webcast on Thursday, Feb. 6, 2025, at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) to discuss its results for the second quarter of fiscal 2025 that ended Dec. 31, 2024. To access the live conference call, investors should dial 1-844-802-2442 (US) or 1-412-317-5135 (international) and indicate that they are participating in the Lantronix Q2 FY 2025 call. The webcast will be available simultaneously via the investor relations section of the company’s website.

    Investors can access a replay of the conference call starting at approximately 7:00 p.m. Pacific Time on Feb. 6, 2025, at the Lantronix website. A telephonic replay will also be available through Feb. 13, 2025, by dialing 1-877-344-7529 (US) or 1-412-317-0088 (international) or Canada toll-free at 1-855-669-9658 and entering passcode 3433776.

    About Lantronix

    Lantronix Inc. is a global leader of compute and connectivity IoT solutions that target high-growth markets, including Smart Cities, Enterprise and Transportation. Lantronix’s products and services empower companies to succeed in the growing IoT markets by delivering customizable solutions that enable AI Edge Intelligence. Lantronix’s advanced solutions include Intelligent Substations infrastructure, Infotainment systems and Video Surveillance, supplemented with advanced Out-of-Band Management (OOB) for Cloud and Edge Computing.

    For more information, visit the Lantronix website.

    Discussion of Non-GAAP Financial Measures

    Lantronix believes that the presentation of non-GAAP financial information, when presented in conjunction with the corresponding GAAP measures, provides important supplemental information to management and investors regarding financial and business trends relating to the company’s financial condition and results of operations. Management uses the aforementioned non-GAAP measures to monitor and evaluate ongoing operating results and trends to gain an understanding of our comparative operating performance. The non-GAAP financial measures disclosed by the company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations of the non-GAAP financial measures to the financial measures calculated in accordance with GAAP should be carefully evaluated. The non-GAAP financial measures used by the company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. The company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

    Non-GAAP net income consists of net loss excluding (i) share-based compensation and the employer portion of withholding taxes on stock grants, (ii) depreciation and amortization, (iii) interest income (expense), (iv) other income (expense), (v) income tax provision (benefit), (vi) restructuring, severance and related charges, (vii) acquisition related costs, (viii) impairment of long-lived assets, (ix) amortization of purchased intangibles, (x) amortization of manufacturing profit in acquired inventory, (xi) fair value remeasurement of earnout consideration, and (xii) loss on extinguishment of debt.

    Non-GAAP EPS is calculated by dividing non-GAAP net loss by non-GAAP weighted-average shares outstanding (diluted). For purposes of calculating non-GAAP EPS, the calculation of GAAP weighted-average shares outstanding (diluted) is adjusted to exclude share-based compensation, which for GAAP purposes is treated as proceeds assumed to be used to repurchase shares under the GAAP treasury stock method.

    Guidance on earnings per share growth is provided only on a non-GAAP basis due to the inherent difficulty of forecasting the timing or amount of certain items that have been excluded from the forward-looking non-GAAP measures, and a reconciliation to the comparable GAAP guidance has not been provided because certain factors that are materially significant to Lantronix’s ability to estimate the excluded items are not accessible or estimable on a forward-looking basis without unreasonable effort.

    Forward-Looking Statements

    This news release contains forward-looking statements, including statements concerning our revenue and earnings expectations for the third fiscal quarter of 2025, the market opportunities offered by the current shift towards edge computing and our positioning to capitalize on this trend, and our expectations regarding the benefits of our acquisition of Netcomm Wireless Pty Ltd. and our cost reduction initiatives. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. We have based our forward-looking statements on our current expectations and projections about trends affecting our business and industry and other future events. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Forward-looking statements are subject to substantial risks and uncertainties that could cause our results or experiences, or future business, financial condition, results of operations or performance, to differ materially from our historical results or those expressed or implied in any forward-looking statement contained in this news release. Other factors which could have a material adverse effect on our operations and future prospects or which could cause actual results to differ materially from our expectations include, but are not limited to: the effects of negative or worsening regional and worldwide economic conditions or market instability on our business, including effects on purchasing decisions by our customers; our ability to mitigate any disruption in our and our suppliers’ and vendors’ supply chains due to a pandemic or similar outbreak, wars and recent conflicts in Europe, Asia and the Middle East, hostilities in the Red Sea, or other causes; our ability to successfully convert our backlog and current demand;  the impact of a pandemic or similar outbreak on our business, employees, customers, supply and distribution chains and the global economy; our ability to successfully implement our acquisition strategy or integrate acquired companies; uncertainty as to the future profitability of acquired businesses, and delays in the realization of, or the failure to realize, any accretion from acquisition transactions; acquiring, managing and integrating new operations, businesses or assets, and the associated diversion of management attention or other related costs or difficulties; our ability to continue to generate revenue from products sold into mature markets; our ability to develop, market, and sell new products; our ability to succeed with our new software offerings; our use of AI may result in reputational, competitive or financial harm and liability; fluctuations in our revenue due to the project-based timing of orders from certain customers; unpredictable timing of our revenues due to the lengthy sales cycle for our products and services and potential delays in customer completion of projects; our ability to accurately forecast future demand for our products; delays in qualifying revisions of existing products; constraints or delays in the supply of, or quality control issues with, certain materials or components; difficulties associated with the delivery, quality or cost of our products from our contract manufacturers or suppliers; risks related to the outsourcing of manufacturing and international operations; difficulties associated with our distributors or resellers; intense competition in our industry and resultant downward price pressure; rises in inventory levels and inventory obsolescence; undetected software or hardware errors or defects in our products; cybersecurity risks; our ability to obtain appropriate industry certifications or approvals from governmental regulatory bodies; changes in applicable U.S. and foreign government laws, regulations, and tariffs; our ability to protect patents and other proprietary rights and avoid infringement of others’ proprietary technology rights; issues relating to the stability of our financial and banking institutions and relationships; the level of our indebtedness, our ability to service our indebtedness and the restrictions in our debt agreements; the impact of rising interest rates; our ability to attract and retain qualified management; and any additional factors included in our Report on Form 10-K for the fiscal year ended June 30, 2024, filed with the Securities and Exchange Commission (the “SEC”) on Sept. 9, 2024, including in the section entitled “Risk Factors” in Item 1A of Part I of that report; in our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2024, to be filed with the SEC on Feb. 7, 2025, including in the section entitled “Risk Factors” in Item 1A of Part II of such report; and in our other public filings with the SEC. In addition, actual results may differ as a result of additional risks and uncertainties of which we are currently unaware or which we do not currently view as material to our business. For these reasons, investors are cautioned not to place undue reliance on any forward-looking statements. The forward-looking statements we make speak only as of the date on which they are made. We expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations, except as required by applicable law or the rules of the Nasdaq Stock Market LLC. If we do update or correct any forward-looking statements, investors should not conclude that we will make additional updates or corrections.

    © 2025 Lantronix Inc. All rights reserved. Lantronix is a registered trademark.

    Lantronix Investor Relations Contact:
    investors@lantronix.com

    LANTRONIX, INC.
    UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
     (In thousands)
           
      December 31,
      June 30,
        2024       2024  
    Assets      
    Current assets:      
    Cash and cash equivalents $ 19,210     $ 26,237  
    Accounts receivable, net   30,472       31,279  
    Inventories, net   29,070       27,698  
    Contract manufacturers’ receivables   3,473       1,401  
    Prepaid expenses and other current assets   3,329       2,335  
    Total current assets   85,554       88,950  
    Property and equipment, net   3,155       4,016  
    Goodwill   30,491       27,824  
    Intangible assets, net   4,910       5,251  
    Lease right-of-use assets   9,430       9,567  
    Other assets   683       600  
    Total assets $ 134,223     $ 136,208  
           
    Liabilities and stockholders’ equity      
    Current liabilities:      
    Accounts payable $ 15,975     $ 10,347  
    Accrued payroll and related expenses   2,968       5,836  
    Current portion of long-term debt, net   3,056       3,002  
    Other current liabilities   11,436       10,971  
    Total current liabilities   33,435       30,156  
    Long-term debt, net   11,630       13,219  
    Other non-current liabilities   11,245       11,478  
    Total liabilities   56,310       54,853  
           
    Commitments and contingencies      
           
    Stockholders’ equity:      
    Common stock   4       4  
    Additional paid-in capital   305,433       304,001  
    Accumulated deficit   (227,895 )     (223,021 )
    Accumulated other comprehensive income   371       371  
    Total stockholders’ equity   77,913       81,355  
    Total liabilities and stockholders’ equity $ 134,223     $ 136,208  
           
    LANTRONIX, INC.
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (In thousands, except per share data)
                       
                       
      Three Months Ended   Six Months Ended
      December 31,   September 30,   December 31,   December 31,
        2024       2024       2023       2024       2023  
    Net revenue $ 31,161     $ 34,423     $ 37,038     $ 65,584     $ 70,069  
    Cost of revenue   17,877       19,948       22,007       37,825       40,941  
    Gross profit   13,284       14,475       15,031       27,759       29,128  
    Operating expenses:                  
    Selling, general and administrative   8,811       9,467       10,224       18,278       19,394  
    Research and development   4,984       4,956       4,725       9,940       9,831  
    Restructuring, severance and related charges   193       900       530       1,093       550  
    Acquisition-related costs   208       29             237        
    Fair value remeasurement of earnout consideration                           (9 )
    Amortization of intangible assets   1,248       1,251       1,310       2,499       2,694  
    Total operating expenses   15,444       16,603       16,789       32,047       32,460  
    Loss from operations   (2,160 )     (2,128 )     (1,758 )     (4,288 )     (3,332 )
    Interest expense, net   (126 )     (119 )     (232 )     (245 )     (570 )
    Other income (loss), net   8       (37 )     (23 )     (29 )     (4 )
    Loss before income taxes   (2,278 )     (2,284 )     (2,013 )     (4,562 )     (3,906 )
    Provision for income taxes   94       218       580       312       573  
    Net loss $ (2,372 )   $ (2,502 )   $ (2,593 )   $ (4,874 )   $ (4,479 )
    Net loss per share – basic and diluted $ (0.06 )   $ (0.07 )   $ (0.07 )   $ (0.13 )   $ (0.12 )
    Weighted-average common shares – basic and diluted   38,631       38,024       37,354       38,330       37,170  
                       
    LANTRONIX, INC.
    UNAUDITED RECONCILIATION OF NON-GAAP ADJUSTMENTS
    (In thousands, except per share data)
                       
      Three Months Ended   Six Months Ended
      December 31,   September 30,   December 31,   December 31,
        2024       2024       2023       2024       2023  
                       
    GAAP net loss $ (2,372 )   $ (2,502 )   $ (2,593 )   $ (4,874 )   $ (4,479 )
    Non-GAAP adjustments:                  
    Cost of revenue:                  
    Share-based compensation   48       64       64       112       105  
    Employer portion of withholding taxes on stock grants   2       5       1       7       5  
    Amortization of manufacturing profit in acquired inventory               189             506  
    Depreciation and amortization   114       123       109       237       195  
    Total adjustments to cost of revenue   164       192       363       356       811  
    Selling, general and administrative:                  
    Share-based compensation   1,044       1,126       1,628       2,170       2,901  
    Employer portion of withholding taxes on stock grants   20       78       10       98       47  
    Depreciation and amortization   348       351       338       699       672  
    Total adjustments to selling, general and administrative   1,412       1,555       1,976       2,967       3,620  
    Research and development:                  
    Share-based compensation   421       410       484       831       912  
    Employer portion of withholding taxes on stock grants   2       19       5       21       18  
    Depreciation and amortization   111       69       52       180       160  
    Total adjustments to research and development   534       498       541       1,032       1,090  
    Restructuring, severance and related charges   193       900       530       1,093       550  
    Acquisition related costs   208       29             237        
    Fair value remeasurement of earnout consideration                           (9 )
    Amortization of purchased intangible assets   1,248       1,251       1,310       2,499       2,694  
    Litigation settlement cost   158       40             198        
    Total non-GAAP adjustments to operating expenses   3,753       4,273       4,357       8,026       7,945  
    Interest expense, net   126       119       232       245       570  
    Other (income) expense, net   (8 )     37       23       29       4  
    Provision for income taxes   94       218       580       312       573  
    Total non-GAAP adjustments   4,129       4,839       5,555       8,968       9,903  
    Non-GAAP net income $ 1,757     $ 2,337     $ 2,962     $ 4,094     $ 5,424  
                       
                       
    Non-GAAP net income per share – diluted $ 0.04     $ 0.06     $ 0.08     $ 0.10     $ 0.14  
                       
    Denominator for GAAP net income (loss) per share – diluted   38,631       38,024       37,354       38,330       37,170  
    Non-GAAP adjustment   953       1,257       1,228       901       938  
    Denominator for non-GAAP net income per share – diluted   39,584       39,281       38,582       39,231       38,108  
                       
    GAAP cost of revenue $ 17,877     $ 19,948     $ 22,007     $ 37,825     $ 40,941  
    Non-GAAP adjustments to cost of revenue   (164 )     (192 )     (363 )     (356 )     (811 )
    Non-GAAP cost of revenue   17,713       19,756       21,644       37,469       40,130  
    Non-GAAP gross profit $ 13,448     $ 14,667     $ 15,394     $ 28,115     $ 29,939  
    Non-GAAP gross margin   43.2 %     42.6 %     41.6 %     42.9 %     42.7 %
                       
    LANTRONIX, INC.
    UNAUDITED NET REVENUES BY PRODUCT LINE AND REGION
    (In thousands)
                       
      Three Months Ended   Six Months Ended
      December 31, 2024   September 30, 2024   December 31, 2023   December 31, 2024   December 31, 2023
    Embedded IoT Solutions $ 10,784     $ 13,387     $ 11,764     $ 24,171     $ 23,137  
    IoT System Solutions   18,592       18,759       23,022       37,351       42,058  
    Software & Services   1,785       2,277       2,252       4,062       4,874  
      $ 31,161     $ 34,423     $ 37,038     $ 65,584     $ 70,069  
                       
                       
      Three Months Ended   Six Months Ended
      December 31, 2024   September 30, 2024   December 31, 2023   December 31, 2024   December 31, 2023
    Americas $ 16,386     $ 17,420     $ 20,601     $ 33,806     $ 43,534  
    EMEA   9,036       10,484       12,886       19,520       19,477  
    Asia Pacific Japan   5,739       6,519       3,551       12,258       7,058  
      $ 31,161     $ 34,423     $ 37,038     $ 65,584     $ 70,069  
                       

    The MIL Network

  • MIL-OSI: Global-e to Announce Financial Results for the Fourth Quarter and Year End 2024 on February 19, 2025

    Source: GlobeNewswire (MIL-OSI)

    PETAH-TIKVA, Israel, Feb. 06, 2025 (GLOBE NEWSWIRE) — Global-e (Nasdaq: GLBE), the platform powering global direct-to-consumer e-commerce, today announced it will report financial results for the fourth quarter and full year ended December 31, 2024, before market open on Wednesday, February 19, 2025.

    Global-e management will host a conference call to review its financial results and outlook.

    Date: Wednesday, February 19, 2025
    Time: 8:00 AM ET
    United States/Canada Toll Free: +1-800-717-1738
    International Toll: +1-646-307-1865
       

    Please join the call 5-10 minutes prior to the scheduled start time, to avoid a delay in connecting. A live webcast will be available in the Investor Relations section of Global-e’s website at https://investors.global-e.com/news-events/events-presentations

    A replay of the webcast will be available in the Investor Relations section of Global-e’s website at https://investors.global-e.com/news-events/events-presentations approximately two hours after the conclusion of the call and remain available for approximately 30 calendar days.

    About Global-e Online Ltd.

    Global-e (Nasdaq: GLBE) is the world’s leading platform enabling and accelerating global, Direct-To-Consumer e-commerce. The chosen partner of over 1,000 brands and retailers across the United States, EMEA and APAC, Global-e makes selling internationally as simple as selling domestically. The company enables merchants to increase the conversion of international traffic into sales by offering online shoppers in over 200 destinations worldwide a seamless, localized shopping experience. Global-e’s end-to-end e-commerce solutions combine best-in-class localization capabilities, big-data best-practice business intelligence models, streamlined international logistics and vast global e-commerce experience, enabling international shoppers to buy seamlessly online and retailers to sell to, and from, anywhere in the world. For more information, please visit: www.global-e.com.

    Investor Contact:
    Erica Mannion or Mike Funari
    Sapphire Investor Relations, LLC
    IR@global-e.com
    +1 617-542-6180

    Press Contact:
    Sarah Schloss
    Headline Media
    sarah.schloss@headline.media
    +1 914-506-5104

    The MIL Network

  • MIL-OSI: Expand Energy Provides 2024 Fourth Quarter and Full Year Earnings Conference Call Information

    Source: GlobeNewswire (MIL-OSI)

    OKLAHOMA CITY, Feb. 06, 2025 (GLOBE NEWSWIRE) — Expand Energy Corporation (NASDAQ: EXE) announced today that it will release its 2024 fourth quarter and full year operational and financial results after market close on February 26, 2025. A conference call to discuss the results and 2025 plan has been scheduled for February 27, 2025 at 9:00 a.m. EST. Participants can view the live webcast here. Participants who would like to ask a question, can register here, and will receive the dial-in info and a unique PIN to join the call. Links to the conference call will be provided on Expand Energy’s website. A replay will be available on the website following the call.

    About Expand Energy
    Expand Energy Corporation (NASDAQ: EXE) is the largest independent natural gas producer in the United States, powered by dedicated and innovative employees focused on disrupting the industry’s traditional cost and market delivery model to responsibly develop assets in the nation’s most prolific natural gas basins. Expand Energy’s returns-driven strategy strives to create sustainable value for its stakeholders by leveraging its scale, financial strength and operational execution. Expand Energy is committed to expanding America’s energy reach to fuel a more affordable, reliable, lower carbon future.

       
    INVESTOR CONTACT:
    Chris Ayres
    (405) 935-8870
    ir@expandenergy.com
    MEDIA CONTACT:
    Brooke Coe
    (405) 935-8878
    media@expandenergy.com
       

    The MIL Network

  • MIL-OSI: StepStone Group Reports Third Quarter Fiscal Year 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Feb. 06, 2025 (GLOBE NEWSWIRE) — StepStone Group Inc. (Nasdaq: STEP), a global private markets investment firm focused on providing customized investment solutions and advisory and data services, today reported results for the quarter ended December 31, 2024. This represents results for the third quarter of the fiscal year ending March 31, 2025. The Board of Directors of the Company has declared a quarterly cash dividend of $0.24 per share of Class A common stock, payable on March 14, 2025, to the holders of record as of the close of business on February 28, 2025.

    StepStone issued a full detailed presentation of its third quarter fiscal 2025 results, which can be accessed by visiting the Company’s website at https://shareholders.stepstonegroup.com.

    Webcast and Earnings Conference Call

    Management will host a webcast and conference call today, Thursday, February 6, 2025, at 5:00 pm ET to discuss the Company’s results for the third quarter of the fiscal year ending March 31, 2025. The webcast will be made available on the Shareholders section of the Company’s website at https://shareholders.stepstonegroup.com. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time to register. A replay will also be available on the Shareholders section of the Company’s website approximately two hours after the conclusion of the event.

    To join as a live participant in the question and answer portion of the call, participants must register at https://register.vevent.com/register/BI4d11263234d648c092cf5d1e8339df8d. Upon registering you will receive the dial-in number and a PIN to join the call as well as an email confirmation with the details.

    About StepStone

    StepStone Group Inc. (Nasdaq: STEP) is a global private markets investment firm focused on providing customized investment solutions and advisory and data services to its clients. As of December 31, 2024, StepStone was responsible for approximately $698 billion of total capital, including $179 billion of assets under management. StepStone’s clients include some of the world’s largest public and private defined benefit and defined contribution pension funds, sovereign wealth funds and insurance companies, as well as prominent endowments, foundations, family offices and private wealth clients, which include high-net-worth and mass affluent individuals. StepStone partners with its clients to develop and build private markets portfolios designed to meet their specific objectives across the private equity, infrastructure, private debt and real estate asset classes.

    Forward-Looking Statements

    Some of the statements in this release may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking. Words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “future,” “intend,” “may,” “plan” and “will” and similar expressions identify forward-looking statements. Forward-looking statements reflect management’s current plans, estimates and expectations and are inherently uncertain. The inclusion of any forward-looking information in this release should not be regarded as a representation that the future plans, estimates or expectations contemplated will be achieved. Forward-looking statements are subject to various risks, uncertainties and assumptions. Important factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, global and domestic market and business conditions, our successful execution of business and growth strategies, the favorability of the private markets fundraising environment, successful integration of acquired businesses and regulatory factors relevant to our business, as well as assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity and the risks and uncertainties described in greater detail under the “Risk Factors” section of our annual report on Form 10-K filed with the U.S. Securities and Exchange Commission on May 24, 2024, as such factors may be updated from time to time. We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

    Non-GAAP Financial Measures

    To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we use the following non-GAAP financial measures: adjusted management and advisory fees, net, adjusted revenues, adjusted net income (on both a pre-tax and after-tax basis), adjusted net income per share, adjusted weighted-average shares, fee-related earnings, fee-related earnings margin, gross realized performance fees and net realized performance fees. We have provided this non-GAAP financial information, which is not calculated or presented in accordance with GAAP, as information supplemental and in addition to the financial measures presented in this earnings release that are calculated and presented in accordance with GAAP. Such non-GAAP financial measures should not be considered superior to, as a substitute for or alternative to, and should be considered in conjunction with, the GAAP financial measures presented in this earnings release. The presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. In addition, the non-GAAP financial measures in this earnings release may not be comparable to similarly titled measures used by other companies in our industry or across different industries. For definitions of these non-GAAP measures and reconciliations to applicable GAAP measures, please see the section titled “Non-GAAP Financial Measures: Definitions and Reconciliations.”

               
    Financial Highlights and Key Business Drivers/Operating Metrics
               
      Three Months Ended   Nine Months Ended
    December 31,
      Percentage Change
    (in thousands, except share and per share amounts and where noted) December
    31, 2023
    March 31,
    2024
    June 30,
    2024
    September
    30, 2024
    December
    31, 2024
        2023     2024     vs. FQ3’24 vs. FQ3’24
    YTD
    Financial Highlights                      
    GAAP Results                      
    Management and advisory fees, net $ 151,492   $ 153,410   $ 178,015   $ 184,758   $ 190,840     $ 431,730   $ 553,613     26 % 28 %
    Total revenues   (14,612 )   356,810     186,401     271,677     339,023       354,821     797,101     na 125 %
    Total performance fees   (166,104 )   203,400     8,386     86,919     148,183       (76,909 )   243,488     na na
    Net income (loss)   (23,419 )   82,542     48,045     53,138     (287,163 )     85,278     (185,980 )   na na
    Net income (loss) per share of Class A common stock:                      
    Basic $ (0.32 ) $ 0.48   $ 0.20   $ 0.26   $ (2.61 )   $ 0.43   $ (2.32 )   (725) % na
    Diluted $ (0.32 ) $ 0.48   $ 0.20   $ 0.26   $ (2.61 )   $ 0.43   $ (2.32 )   (725) % na
    Weighted-average shares of Class A common stock:                      
    Basic   64,068,952    64,194,859    66,187,754    68,772,051    73,687,289      63,255,604    69,561,254    15 % 10 %
    Diluted   64,068,952    67,281,567    68,593,761    69,695,315    73,687,289      66,299,982    69,561,254    15 % 5 %
    Quarterly dividend per share of Class A common stock(1) $ 0.21   $ 0.21   $ 0.21   $ 0.24   $ 0.24     $ 0.62   $ 0.69     14 % 11 %
    Supplemental dividend per share of Class A common stock(2) $   $   $ 0.15   $   $     $ 0.25   $ 0.15     na (40) %
    Accrued carried interest allocations   1,203,847     1,354,051     1,328,853     1,381,110     1,474,543           22 %  
                           
    Non-GAAP Results(3)                      
    Adjusted management and advisory fees, net(4) $ 151,943   $ 153,808   $ 178,514   $ 185,481   $ 191,832     $ 432,571   $ 555,827     26 % 28 %
    Adjusted revenues   185,123     177,357     221,165     208,788     243,905       487,703     673,858     32 % 38 %
    Fee-related earnings (“FRE”)   50,664     50,900     71,656     72,349     74,118       138,893     218,123     46 % 57 %
    FRE margin(5)   33 %   33 %   40 %   39 %   39 %     32 %   39 %      
    Gross realized performance fees   33,180     23,549     42,651     23,307     52,073       55,132     118,031     57 % 114 %
    Adjusted net income (“ANI”)   42,116     37,716     57,241     53,569     52,659       101,677     163,469     25 % 61 %
    Adjusted weighted-average shares   115,232,927    115,512,301    118,510,499    118,774,233    118,935,179      115,009,445    118,740,805    3 % 3 %
    ANI per share $ 0.37   $ 0.33   $ 0.48   $ 0.45   $ 0.44     $ 0.88   $ 1.38     19 % 57 %
                           
    Key Business Drivers/Operating Metrics (in billions)                      
    Assets under management (“AUM”)(6) $ 149.0   $ 156.6   $ 169.3   $ 176.1   $ 179.2           20 %  
    Assets under advisement (“AUA”)(6)   510.5     521.1     531.4     505.9     518.7           2 %  
    Fee-earning AUM (“FEAUM”)   89.4     93.9     100.4     104.4     114.2           28 %  
    Undeployed fee-earning capital (“UFEC”)   21.4     22.6     27.6     29.7     21.7           1 %  

    _______________________________
    (1)      Dividends paid, as reported in this table, relate to the preceding quarterly period in which they were earned.
    (2)      The supplemental cash dividend relates to earnings in respect of our full fiscal years 2023 and 2024, respectively.
    (3)      Adjusted management and advisory fees, net, adjusted revenues, FRE, FRE margin, gross realized performance fees, ANI, adjusted weighted-average shares and ANI per share are non-GAAP measures. See the definitions of these measures and reconciliations to the respective, most comparable GAAP measures under “Non-GAAP Financial Measures: Definitions and Reconciliations.”
    (4)      Excludes the impact of consolidating the Consolidated Funds. See reconciliation of GAAP measures to adjusted measures that follows.
    (5)      FRE margin is calculated by dividing FRE by adjusted management and advisory fees, net.
    (6)      AUM/AUA reflects final data for the prior period, adjusted for net new client account activity through the period presented. Does not include post-period investment valuation or cash activity. Net asset value (“NAV”) data for underlying investments is as of the prior period, as reported by underlying managers up to the business day occurring on or after 100 days, or 115 days at the fiscal year-end, following the prior period end. When NAV data is not available by the business day occurring on or after 100 days, or 115 days at the fiscal year-end, following the prior period end, such NAVs are adjusted for cash activity following the last available reported NAV.

       
    StepStone Group Inc.
    GAAP Condensed Consolidated Balance Sheets (Unaudited)
    (in thousands, except share and per share amounts)
       
      As of
      December 31, 2024   March 31, 2024
    Assets      
    Cash and cash equivalents $ 223,103     $ 143,430
    Restricted cash   720       718
    Fees and accounts receivable   63,521       56,769
    Due from affiliates   96,590       67,531
    Investments:      
    Investments in funds   172,748       135,043
    Accrued carried interest allocations   1,474,543       1,354,051
    Legacy Greenspring investments in funds and accrued carried interest allocations(1)   572,459       631,197
    Deferred income tax assets   356,122       184,512
    Lease right-of-use assets, net   90,567       97,763
    Other assets and receivables   66,114       60,611
    Intangibles, net   274,122       304,873
    Goodwill   580,542       580,542
    Assets of Consolidated Funds:      
    Cash and cash equivalents   55,681       38,164
    Investments, at fair value   320,482       131,858
    Other assets   2,333       1,745
    Total assets $ 4,349,647     $ 3,788,807
    Liabilities and stockholders’ equity      
    Accounts payable, accrued expenses and other liabilities $ 139,068     $ 127,417
    Accrued compensation and benefits   690,321       101,481
    Accrued carried interest-related compensation   730,218       719,497
    Legacy Greenspring accrued carried interest-related compensation(1)   439,898       484,154
    Due to affiliates   315,739       212,918
    Lease liabilities   112,175       119,739
    Debt obligations   168,942       148,822
    Liabilities of Consolidated Funds:      
    Other liabilities   9,860       1,645
    Total liabilities   2,606,221       1,915,673
    Redeemable non-controlling interests in Consolidated Funds   286,822       102,623
    Redeemable non-controlling interests in subsidiaries   6,552       115,920
    Stockholders’ equity:      
    Class A common stock, $0.001 par value, 650,000,000 authorized; 75,841,118 and 65,614,902 issued and outstanding as of December 31, 2024 and March 31, 2024, respectively   76       66
    Class B common stock, $0.001 par value, 125,000,000 authorized; 40,127,254 and 45,030,959 issued and outstanding as of December 31, 2024 and March 31, 2024, respectively   40       45
    Additional paid-in capital   415,059       310,293
    Retained earnings (accumulated deficit)   (205,674 )     13,768
    Accumulated other comprehensive income   341       304
    Total StepStone Group Inc. stockholders’ equity   209,842       324,476
    Non-controlling interests in subsidiaries   1,051,919       974,559
    Non-controlling interests in legacy Greenspring entities(1)   132,561       147,042
    Non-controlling interests in the Partnership   55,730       208,514
    Total stockholders’ equity   1,450,052       1,654,591
    Total liabilities and stockholders’ equity $ 4,349,647     $ 3,788,807

    (1)      Reflects amounts attributable to consolidated VIEs for which the Company did not acquire any direct economic interests.

           
    StepStone Group Inc.
    GAAP Condensed Consolidated Statements of Income (Loss) (Unaudited)
    (in thousands, except share and per share amounts)
           
      Three Months Ended December 31,   Nine Months Ended December 31,
        2024       2023       2024       2023  
    Revenues              
    Management and advisory fees, net $ 190,840     $ 151,492     $ 553,613     $ 431,730  
    Performance fees:              
    Incentive fees   22,369       17,891       26,365       22,843  
    Carried interest allocations:              
    Realized   24,282       15,289       83,718       31,347  
    Unrealized   93,325       (129,584 )     120,370       (24,849 )
    Total carried interest allocations   117,607       (114,295 )     204,088       6,498  
    Legacy Greenspring carried interest allocations(1)   8,207       (69,700 )     13,035       (106,250 )
    Total performance fees   148,183       (166,104 )     243,488       (76,909 )
    Total revenues   339,023       (14,612 )     797,101       354,821  
    Expenses              
    Compensation and benefits:              
    Cash-based compensation   85,203       73,619       246,298       218,551  
    Equity-based compensation   486,418       14,032       542,929       28,420  
    Performance fee-related compensation:              
    Realized   25,477       15,444       55,092       26,266  
    Unrealized   49,670       (62,243 )     66,495       (9,320 )
    Total performance fee-related compensation   75,147       (46,799 )     121,587       16,946  
    Legacy Greenspring performance fee-related compensation(1)   8,207       (69,700 )     13,035       (106,250 )
    Total compensation and benefits   654,975       (28,848 )     923,849       157,667  
    General, administrative and other   43,130       48,001       134,202       113,007  
    Total expenses   698,105       19,153       1,058,051       270,674  
    Other income (expense)              
    Investment income (loss)   1,064       (2,051 )     5,710       4,115  
    Legacy Greenspring investment income (loss)(1)   1,167       (2,222 )     (4,119 )     (9,054 )
    Investment income of Consolidated Funds   15,037       11,223       30,878       22,357  
    Interest income   2,559       827       7,632       2,235  
    Interest expense   (3,008 )     (2,562 )     (9,510 )     (6,682 )
    Other income (loss)   (2,452 )     4,408       (1,626 )     3,763  
    Total other income   14,367       9,623       28,965       16,734  
    Income (loss) before income tax   (344,715 )     (24,142 )     (231,985 )     100,881  
    Income tax expense (benefit)   (57,552 )     (723 )     (46,005 )     15,603  
    Net income (loss)   (287,163 )     (23,419 )     (185,980 )     85,278  
    Less: Net income attributable to non-controlling interests in subsidiaries   27,226       13,552       62,966       32,797  
    Less: Net income (loss) attributable to non-controlling interests in legacy Greenspring entities(1)   1,167       (2,222 )     (4,119 )     (9,054 )
    Less: Net income (loss) attributable to non-controlling interests in the Partnership   (134,760 )     (20,111 )     (107,856 )     22,677  
    Less: Net income attributable to redeemable non-controlling interests in Consolidated Funds   10,905       5,588       23,101       11,590  
    Less: Net income attributable to redeemable non-controlling interests in subsidiaries   314             983        
    Net income (loss) attributable to StepStone Group Inc. $ (192,015 )   $ (20,226 )   $ (161,055 )   $ 27,268  
    Net income (loss) per share of Class A common stock:              
    Basic $ (2.61 )   $ (0.32 )   $ (2.32 )   $ 0.43  
    Diluted $ (2.61 )   $ (0.32 )   $ (2.32 )   $ 0.43  
    Weighted-average shares of Class A common stock:              
    Basic   73,687,289       64,068,952       69,561,254       63,255,604  
    Diluted   73,687,289       64,068,952       69,561,254       66,299,982  

    (1)      Reflects amounts attributable to consolidated VIEs for which the Company did not acquire any direct economic interests.

    Non-GAAP Financial Measures: Definitions and Reconciliations

    Adjusted Management and Advisory Fees, Net

    The following table presents the components of adjusted management and advisory fees, net. We believe adjusted management and advisory fees, net is useful to investors because it removes the impact of consolidating the Consolidated Funds which we are required to consolidate under GAAP.

      Three Months Ended   Nine Months Ended
    December 31,
    (in thousands) December
    31, 2023
    March 31,
    2024
    June 30,
    2024
    September
    30, 2024
    December
    31, 2024
        2023   2024
    Focused commingled funds(1)(2) $ 78,633 $ 80,434 $ 104,798 $ 107,855 $ 105,718   $ 216,233 $ 318,371
    Separately managed accounts   55,838   55,945   57,376   61,393   66,245     168,013   185,014
    Advisory and other services   16,069   16,147   14,769   14,907   17,458     43,910   47,134
    Fund reimbursement revenues(1)   1,403   1,282   1,571   1,326   2,411     4,415   5,308
    Adjusted management and advisory fees, net $ 151,943 $ 153,808 $ 178,514 $ 185,481 $ 191,832   $ 432,571 $ 555,827

    _______________________________
    (1)      Reflects the add-back of management and advisory fee revenues for the Consolidated Funds, which have been eliminated in consolidation.
    (2)      Includes income-based incentive fees of $2.1 million for the three months ended December 31, 2024, $1.3 million for the three months ended September 30, 2024, $1.1 million for the three months ended June 30, 2024, $0.8 million for the three months ended March 31, 2024, $0.6 million for the three months ended December 31, 2023, and $4.6 million and $0.6 million for the nine months ended December 31, 2024 and 2023, respectively, from certain funds.

    Adjusted Revenues

    Adjusted revenues represents the components of revenues used in the determination of ANI and comprise adjusted management and advisory fees, net, adjusted incentive fees (including the deferred portion) and realized carried interest allocations. We believe adjusted revenues is useful to investors because it presents a measure of realized revenues.

    The table below shows a reconciliation of revenues to adjusted revenues.

      Three Months Ended   Nine Months Ended
    December 31,
    (in thousands) December
    31, 2023
    March 31,
    2024
    June 30,
    2024
    September
    30, 2024
    December
    31, 2024
        2023   2024  
    Total revenues $ (14,612 ) $ 356,810   $ 186,401 $ 271,677   $ 339,023     $ 354,821 $ 797,101  
    Unrealized carried interest allocations   129,584     (151,757 )   25,170   (52,215 )   (93,325 )     24,849   (120,370 )
    Deferred incentive fees       1,450     6   2,445           942   2,451  
    Legacy Greenspring carried interest allocations   69,700     (31,093 )   9,089   (13,917 )   (8,207 )     106,250   (13,035 )
    Management and advisory fee revenues for the Consolidated Funds(1)   451     398     499   723     992       841   2,214  
    Incentive fees for the Consolidated Funds(2)       1,549       75     5,422         5,497  
    Adjusted revenues $ 185,123   $ 177,357   $ 221,165 $ 208,788   $ 243,905     $ 487,703 $ 673,858  

    _______________________________
    (1)      Reflects the add-back of management and advisory fee revenues for the Consolidated Funds, which have been eliminated in consolidation.
    (2)      Reflects the add-back of incentive fees for the Consolidated Funds, which have been eliminated in consolidation.

    Adjusted Net Income

    Adjusted net income, or “ANI,” is a non-GAAP performance measure that we present before the consolidation of StepStone Funds on a pre-tax and after-tax basis used to evaluate profitability. ANI represents the after-tax net realized income attributable to us. ANI does not reflect legacy Greenspring carried interest allocation revenues, legacy Greenspring carried interest-related compensation and legacy Greenspring investment income (loss) as none of the economics are attributable to us. The components of revenues used in the determination of ANI (“adjusted revenues”) comprise adjusted management and advisory fees, net, adjusted incentive fees (including the deferred portion) and realized carried interest allocations. In addition, ANI excludes: (a) unrealized carried interest allocation revenues and related compensation, (b) unrealized investment income (loss), (c) equity-based compensation for awards granted prior to and in connection with our IPO, profits interests issued by our non-wholly owned subsidiaries, and unrealized mark-to-market changes in the fair value of the profits interests issued in the private wealth subsidiary, (d) amortization of intangibles, (e) net income (loss) attributable to non-controlling interests in our subsidiaries and realized gains attributable to the profits interests issued in the private wealth subsidiary, (f) charges associated with acquisitions and corporate transactions, and (g) certain other items that we believe are not indicative of our core operating performance (as listed in the table below). ANI is fully taxed at our blended statutory rate. We believe ANI and adjusted revenues are useful to investors because they enable investors to evaluate the performance of our business across reporting periods.

    Fee-Related Earnings

    Fee-related earnings, or “FRE,” is a non-GAAP performance measure used to monitor our baseline earnings from recurring management and advisory fees. FRE is a component of ANI and comprises adjusted management and advisory fees, net, less adjusted expenses which are operating expenses other than (a) performance fee-related compensation, (b) equity-based compensation for awards granted prior to and in connection with our IPO, profits interests issued by our non-wholly owned subsidiaries, and unrealized mark-to-market changes in the fair value of the profits interests issued in the private wealth subsidiary, (c) amortization of intangibles, (d) charges associated with acquisitions and corporate transactions, and (e) certain other items that we believe are not indicative of our core operating performance (as listed in the table below). FRE is presented before income taxes. We believe FRE is useful to investors because it provides additional insight into the operating profitability of our business and our ability to cover direct base compensation and operating expenses from total fee revenue.

    The table below shows a reconciliation of GAAP measures to additional non-GAAP measures. We use the non-GAAP measures presented below as components when calculating FRE and ANI (as defined below). We believe these additional non-GAAP measures are useful to investors in evaluating both the baseline earnings from recurring management and advisory fees, which provide additional insight into the operating profitability of our business, and the after-tax net realized income attributable to us, allowing investors to evaluate the performance of our business. These additional non-GAAP measures remove the impact of Consolidated Funds that we are required to consolidate under GAAP, and certain other items that we believe are not indicative of our core operating performance.

      Three Months Ended   Nine Months Ended
    December 31,
    (in thousands) December
    31, 2023
    March 31,
    2024
    June 30,
    2024
    September
    30, 2024
    December
    31, 2024
        2023     2024  
    GAAP management and advisory fees, net $ 151,492   $ 153,410   $ 178,015   $ 184,758   $ 190,840     $ 431,730   $ 553,613  
    Management and advisory fee revenues for the Consolidated Funds(1)   451     398     499     723     992       841     2,214  
    Adjusted management and advisory fees, net $ 151,943   $ 153,808   $ 178,514   $ 185,481   $ 191,832     $ 432,571   $ 555,827  
                     
    GAAP incentive fees $ 17,891   $ 2,496   $ 841   $ 3,155   $ 22,369     $ 22,843   $ 26,365  
    Incentive fee revenues for the Consolidated Funds(2)       1,549         75     5,422           5,497  
    Adjusted incentive fees $ 17,891   $ 4,045   $ 841   $ 3,230   $ 27,791     $ 22,843   $ 31,862  
                     
    GAAP cash-based compensation $ 73,619   $ 74,411   $ 78,224   $ 82,871   $ 85,203     $ 218,551   $ 246,298  
    Adjustments(3)   (574 )   (461 )   (428 )   (285 )   339       (1,679 )   (374 )
    Adjusted cash-based compensation $ 73,045   $ 73,950   $ 77,796   $ 82,586   $ 85,542     $ 216,872   $ 245,924  
                     
    GAAP equity-based compensation $ 14,032   $ 13,937   $ 19,179   $ 37,332   $ 486,418     $ 28,420   $ 542,929  
    Adjustments(4)   (12,610 )   (12,210 )   (16,785 )   (34,947 )   (483,958 )     (24,425 )   (535,690 )
    Adjusted equity-based compensation $ 1,422   $ 1,727   $ 2,394   $ 2,385   $ 2,460     $ 3,995   $ 7,239  
                     
    GAAP general, administrative and other $ 48,001   $ 54,310   $ 41,011   $ 50,061   $ 43,130     $ 113,007   $ 134,202  
    Adjustments(5)   (21,189 )   (27,079 )   (14,343 )   (21,900 )   (13,418 )     (40,196 )   (49,661 )
    Adjusted general, administrative and other $ 26,812   $ 27,231   $ 26,668   $ 28,161   $ 29,712     $ 72,811   $ 84,541  
                     
    GAAP interest income $ 827   $ 1,429   $ 2,057   $ 3,016   $ 2,559     $ 2,235   $ 7,632  
    Interest income earned by the Consolidated Funds(6)   (540 )   (612 )   (907 )   (1,363 )   (887 )     (1,033 )   (3,157 )
    Adjusted interest income $ 287   $ 817   $ 1,150   $ 1,653   $ 1,672     $ 1,202   $ 4,475  
                     
    GAAP other income (loss) $ 4,408   $ (1,308 ) $ (351 ) $ 1,177   $ (2,452 )   $ 3,763   $ (1,626 )
    Adjustments(7)   (4,301 )   395     (72 )   (1,082 )   1,883       (4,274 )   729  
    Adjusted other income (loss) $ 107   $ (913 ) $ (423 ) $ 95   $ (569 )   $ (511 ) $ (897 )

    ______________________________
    (1)      Reflects the add-back of management and advisory fee revenues for the Consolidated Funds, which have been eliminated in consolidation.
    (2)      Reflects the add-back of incentive fee revenues for the Consolidated Funds, which have been eliminated in consolidation.
    (3)      Reflects the removal of compensation paid to certain employees as part of an acquisition earn-out.
    (4)      Reflects the removal of equity-based compensation for awards granted prior to and in connection with the IPO, profits interests issued by our non-wholly owned subsidiaries, and unrealized mark-to-market changes in the fair value of the profits interests issued in the private wealth subsidiary.
    (5)      Reflects the removal of lease remeasurement adjustments, accelerated depreciation of leasehold improvements for changes in lease terms, amortization of intangibles, transaction-related costs and other non-core operating income and expenses.
    (6)      Reflects the removal of interest income earned by the Consolidated Funds.
    (7)      Reflects the removal of amounts for Tax Receivable Agreements adjustments recognized as other income (loss), gain associated with amounts received as part of negotiations with a third party related to certain corporate matters, loss on sale of subsidiary and the impact of consolidation of the Consolidated Funds.

    The table below shows a reconciliation of income (loss) before income tax to ANI and FRE.

      Three Months Ended   Nine Months Ended
    December 31,
    (in thousands) December
    31, 2023
    March 31,
    2024
    June 30,
    2024
    September
    30, 2024
    December
    31, 2024
        2023     2024  
    Income (loss) before income tax $ (24,142 )   94,515   $ 54,842   $ 57,888   $ (344,715 )   $ 100,881   $ (231,985 )
    Net income attributable to non-controlling interests in subsidiaries(1)   (15,537 )   (12,822 )   (18,951 )   (17,812 )   (32,765 )     (36,398 )   (69,528 )
    Net (income) loss attributable to non-controlling interests in legacy Greenspring entities   2,222     33     1,255     4,031     (1,167 )     9,054     4,119  
    Unrealized carried interest allocations   129,584     (151,757 )   25,170     (52,215 )   (93,325 )     24,849     (120,370 )
    Unrealized performance fee-related compensation   (62,243 )   84,014     (10,923 )   27,748     49,670       (9,320 )   66,495  
    Unrealized investment (income) loss   5,559     (2,280 )   (1,180 )   (430 )   656       1,373     (954 )
    Impact of Consolidated Funds   (11,068 )   (4,138 )   (7,731 )   (9,267 )   (6,892 )     (21,938 )   (23,890 )
    Deferred incentive fees       1,450     6     2,445           942     2,451  
    Equity-based compensation(2)   12,610     12,210     16,785     34,947     483,958       24,425     535,690  
    Amortization of intangibles   10,661     10,423     10,250     10,250     10,250       31,983     30,750  
    Tax Receivable Agreements adjustments through earnings   222     90                   222      
    Non-core items(3)   6,335     16,780     4,137     11,349     2,094       4,785     17,580  
    Pre-tax ANI   54,203     48,518     73,660     68,934     67,764       130,858     210,358  
    Income taxes(4)   (12,087 )   (10,802 )   (16,419 )   (15,365 )   (15,105 )     (29,181 )   (46,889 )
    ANI   42,116     37,716     57,241     53,569     52,659       101,677     163,469  
    Income taxes(4)   12,087     10,802     16,419     15,365     15,105       29,181     46,889  
    Realized carried interest allocations   (15,289 )   (18,054 )   (41,804 )   (17,632 )   (24,282 )     (31,347 )   (83,718 )
    Realized performance fee-related compensation(5)   15,444     11,421     20,848     8,767     25,477       26,266     55,092  
    Realized investment income   (3,508 )   (1,057 )   (1,415 )   (1,621 )   (1,720 )     (5,488 )   (4,756 )
    Adjusted incentive fees(6)   (17,891 )   (4,045 )   (841 )   (3,230 )   (27,791 )     (22,843 )   (31,862 )
    Deferred incentive fees       (1,450 )   (6 )   (2,445 )         (942 )   (2,451 )
    Adjusted interest income(6)   (287 )   (817 )   (1,150 )   (1,653 )   (1,672 )     (1,202 )   (4,475 )
    Interest expense   2,562     2,649     2,990     3,512     3,008       6,682     9,510  
    Adjusted other (income) loss(6)(7)   (107 )   913     423     (95 )   569       511     897  
    Net income attributable to non-controlling interests in subsidiaries(1)   15,537     12,822     18,951     17,812     32,765       36,398     69,528  
    FRE $ 50,664   $ 50,900   $ 71,656   $ 72,349   $ 74,118     $ 138,893   $ 218,123  

    _______________________________
    (1)      Reflects the portion of pre-tax ANI attributable to non-controlling interests in our subsidiaries and realized gains attributable to the profits interests issued in the private wealth subsidiary:

      Three Months Ended   Nine Months Ended
    December 31,
    (in thousands) December
    31, 2023
    March 31,
    2024
    June 30,
    2024
    September
    30, 2024
    December
    31, 2024
        2023   2024
    FRE attributable to non-controlling interests in subsidiaries and profits interests $ 10,518 $ 11,559 $ 13,308 $ 14,969 $ 21,063   $ 30,515 $ 49,340
    Performance related earnings / other (income) loss attributable to non-controlling interests in subsidiaries and profits interests   5,019   1,263   5,643   2,843   11,702     5,883   20,188
    Net income attributable to non-controlling interests in subsidiaries $ 15,537 $ 12,822 $ 18,951 $ 17,812 $ 32,765   $ 36,398 $ 69,528

    The contribution to total FRE attributable to non-controlling interests in subsidiaries and profits interests and performance related earnings / other (income) loss attributable to non-controlling interests in subsidiaries and profits interests presented above specifically related to the profits interests issued in the private wealth subsidiary is presented below.

      Three Months Ended   Nine Months Ended
    December 31,
    (in thousands) December
    31, 2023
    March 31,
    2024
    June 30,
    2024
    September
    30, 2024
    December
    31, 2024
        2023   2024
    FRE attributable to profits interests issued in the private wealth subsidiary $ $ $ 574 $ 2,051 $ 2,956   $ $ 5,581
    Performance related earnings / other (income) loss attributable to profits interests issued in the private wealth subsidiary   3,074     51   206   11,137     3,074   11,394
    Amounts attributable to profits interests issued in the private wealth subsidiary $ 3,074 $ $ 625 $ 2,257 $ 14,093   $ 3,074 $ 16,975

    (2)      Reflects equity-based compensation for awards granted prior to and in connection with the IPO, profits interests issued by our non-wholly owned subsidiaries, and unrealized mark-to-market changes in the fair value of the profits interests issued in the private wealth subsidiary.
    (3)      Includes (income) expense related to the following non-core operating income and expenses:

      Three Months Ended   Nine Months Ended
    December 31,
    (in thousands) December
    31, 2023
    March 31,
    2024
    June 30,
    2024
    September
    30, 2024
    December
    31, 2024
        2023     2024
    Transaction costs $ 670   $ 3,985 $ 672 $ 140 $ 12     $ 870   $ 824
    Lease remeasurement adjustments   (106 )               (106 )  
    Accelerated depreciation of leasehold improvements for changes in lease terms   631                 1,893    
    Loss on change in fair value for contingent consideration obligation   9,054     12,280   2,953   10,888   2,476       4,937     16,317
    Compensation paid to certain employees as part of an acquisition earn-out   574     515   482   321   (394 )     1,679     409
    Gain from negotiation of certain corporate matters   (5,300 )               (5,300 )  
    Loss on sale of subsidiary   812                 812    
    Other non-core items         30               30
    Total non-core operating income and expenses $ 6,335   $ 16,780 $ 4,137 $ 11,349 $ 2,094     $ 4,785   $ 17,580

    (4)      Represents corporate income taxes at a blended statutory rate applied to pre-tax ANI:

      Three Months Ended   Nine Months Ended
    December 31,
      December
    31, 2023
    March 31,
    2024
    June 30,
    2024
    September
    30, 2024
    December
    31, 2024
      2023   2024  
    Federal statutory rate 21.0 % 21.0 % 21.0 % 21.0 % 21.0 %   21.0 % 21.0 %
    Combined state, local and foreign rate 1.3 % 1.3 % 1.3 % 1.3 % 1.3 %   1.3 % 1.3 %
    Blended statutory rate 22.3 % 22.3 % 22.3 % 22.3 % 22.3 %   22.3 % 22.3 %

    (5)      Includes carried interest-related compensation expense related to the portion of net carried interest allocation revenue attributable to equity holders of the Company’s consolidated subsidiaries that are not 100% owned:

      Three Months Ended   Nine Months Ended
    December 31,
    (in thousands) December
    31, 2023
    March 31,
    2024
    June 30,
    2024
    September
    30, 2024
    December
    31, 2024
        2023   2024
    Realized carried interest-related compensation $ 660 $ 910 $ $ $   $ 2,849 $

    (6)      Excludes the impact of consolidating the Consolidated Funds.
    (7)      Excludes amounts for Tax Receivable Agreements adjustments recognized as other income (loss) ($(0.1) million for the three months ended March 31, 2024 and $(0.2) million for the three and nine months ended December 31, 2023), gain associated with amounts received as part of negotiations with a third party related to certain corporate matters ($5.3 million for the three and nine months ended December 31, 2023), and loss on sale of subsidiary ($0.8 million for the three and nine months ended December 31, 2023).

    Fee-Related Earnings Margin

    FRE margin is a non-GAAP performance measure which is calculated by dividing FRE by adjusted management and advisory fees, net. We believe FRE margin is an important measure of profitability on revenues that are largely recurring by nature. We believe FRE margin is useful to investors because it enables them to better evaluate the operating profitability of our business across periods.

    The table below shows a reconciliation of FRE to FRE margin.

      Three Months Ended   Nine Months Ended
    December 31,
    (in thousands) December
    31, 2023
    March 31,
    2024
    June 30,
    2024
    September
    30, 2024
    December
    31, 2024
        2023     2024  
    FRE $ 50,664   $ 50,900   $ 71,656   $ 72,349   $ 74,118     $ 138,893   $ 218,123  
    Adjusted management and advisory fees, net   151,943     153,808     178,514     185,481     191,832       432,571     555,827  
    FRE margin   33 %   33 %   40 %   39 %   39 %     32 %   39 %


    Gross Realized Performance Fees

    Gross realized performance fees represents realized carried interest allocations and adjusted incentive fees, including the deferred portion. We believe gross realized performance fees is useful to investors because it presents the total performance fees realized by us.

    Net Realized Performance Fees

    Net realized performance fees represents gross realized performance fees, less realized performance fee-related compensation. We believe net realized performance fees is useful to investors because it presents the performance fees attributable to us, net of amounts paid to employees as performance fee-related compensation.

    The table below shows a reconciliation of total performance fees to gross and net realized performance fees.

      Three Months Ended   Nine Months Ended
    December 31,
    (in thousands) December
    31, 2023
    March 31,
    2024
    June 30,
    2024
    September
    30, 2024
    December
    31, 2024
        2023     2024  
    Incentive fees $ 17,891   $ 2,496   $ 841   $ 3,155   $ 22,369     $ 22,843   $ 26,365  
    Realized carried interest allocations   15,289     18,054     41,804     17,632     24,282       31,347     83,718  
    Unrealized carried interest allocations   (129,584 )   151,757     (25,170 )   52,215     93,325       (24,849 )   120,370  
    Legacy Greenspring carried interest allocations   (69,700 )   31,093     (9,089 )   13,917     8,207       (106,250 )   13,035  
    Total performance fees   (166,104 )   203,400     8,386     86,919     148,183       (76,909 )   243,488  
    Unrealized carried interest allocations   129,584     (151,757 )   25,170     (52,215 )   (93,325 )     24,849     (120,370 )
    Legacy Greenspring carried interest allocations   69,700     (31,093 )   9,089     (13,917 )   (8,207 )     106,250     (13,035 )
    Incentive fee revenues for the Consolidated Funds(1)       1,549         75     5,422           5,497  
    Deferred incentive fees       1,450     6     2,445           942     2,451  
    Gross realized performance fees   33,180     23,549     42,651     23,307     52,073       55,132     118,031  
    Realized performance fee-related compensation   (15,444 )   (11,421 )   (20,848 )   (8,767 )   (25,477 )     (26,266 )   (55,092 )
    Net realized performance fees $ 17,736   $ 12,128   $ 21,803   $ 14,540   $ 26,596     $ 28,866   $ 62,939  

    ______________________________
    (1)      Reflects the add-back of incentive fee revenues for the Consolidated Funds, which have been eliminated in consolidation.

    Adjusted Weighted-Average Shares and Adjusted Net Income Per Share

    ANI per share measures our per-share earnings assuming all Class B units, Class C units and Class D units in the Partnership were exchanged for Class A common stock in SSG, including the dilutive impact of outstanding equity-based awards. ANI per share is calculated as ANI divided by adjusted weighted-average shares outstanding. We believe adjusted weighted-average shares and ANI per share are useful to investors because they enable investors to better evaluate per-share operating performance across reporting periods.

    The following table shows a reconciliation of diluted weighted-average shares of Class A common stock outstanding to adjusted weighted-average shares outstanding used in the computation of ANI per share.

      Three Months Ended   Nine Months Ended
    December 31,
      December
    31, 2023
    March 31,
    2024
    June 30,
    2024
    September
    30, 2024
    December
    31, 2024
        2023   2024
    ANI $ 42,116 $ 37,716 $ 57,241 $ 53,569 $ 52,659   $ 101,677 $ 163,469
                     
    Weighted-average shares of Class A common stock outstanding – Basic   64,068,952   64,194,859   66,187,754   68,772,051   73,687,289     63,255,604   69,561,254
    Assumed vesting of RSUs   333,402   512,946   673,854   921,166   491,014     511,889   695,423
    Assumed vesting and exchange of Class B2 units   2,553,899   2,573,762   1,732,153         2,532,489   573,185
    Assumed purchase under ESPP         2,098         702
    Exchange of Class B units in the Partnership(1)   46,314,543   46,272,227   45,827,707   45,212,921   41,729,937     46,384,046   44,251,143
    Exchange of Class C units in the Partnership(1)   1,962,131   1,958,507   1,849,846   1,626,812   1,016,737     2,325,417   1,496,518
    Exchange of Class D units in the Partnership(1)       2,239,185   2,239,185   2,010,202       2,162,580
    Adjusted weighted-average shares   115,232,927   115,512,301   118,510,499   118,774,233   118,935,179     115,009,445   118,740,805
                     
    ANI per share $ 0.37 $ 0.33 $ 0.48 $ 0.45 $ 0.44   $ 0.88 $ 1.38

    _______________________________
    (1)      Assumes the full exchange of Class B units, Class C units or Class D units in the Partnership for Class A common stock of SSG pursuant to the Class B Exchange Agreement, Class C Exchange Agreement or Class D Exchange Agreement, respectively.

    Key Operating Metrics

    We monitor certain operating metrics that are either common to the asset management industry or that we believe provide important data regarding our business. Refer to the Glossary below for a definition of each of these metrics.

    Fee-Earning AUM

      Three Months Ended   Nine Months Ended
    December 31,
      Percentage
    Change
    (in millions) December
    31, 2023
    March 31,
    2024
    June 30,
    2024
    September
    30, 2024
    December
    31, 2024
        2023     2024     vs. FQ3’24
    Separately Managed Accounts                    
    Beginning balance $ 56,380   $ 56,660   $ 58,897   $ 60,272   $ 62,121     $ 55,345   $ 58,897     10 %
    Contributions(1)   1,109     2,757     2,085     1,723     9,033       3,570     12,841     715 %
    Distributions(2)   (1,397 )   (795 )   (830 )   (535 )   (1,000 )     (3,285 )   (2,365 )   (28) %
    Market value, FX and other(3)   568     275     120     661     (180 )     1,030     601     na
    Ending balance $ 56,660   $ 58,897   $ 60,272   $ 62,121   $ 69,974     $ 56,660   $ 69,974     23 %
                         
    Focused Commingled Funds                    
    Beginning balance $ 30,905   $ 32,772   $ 34,961   $ 40,084   $ 42,294     $ 30,086   $ 34,961     37 %
    Contributions(1)   1,898     2,429     5,653     2,122     2,520       3,686     10,295     33 %
    Distributions(2)   (274 )   (327 )   (661 )   (282 )   (682 )     (1,514 )   (1,625 )   149 %
    Market value, FX and other(3)   243     87     131     370     60       514     561     (75) %
    Ending balance $ 32,772   $ 34,961   $ 40,084   $ 42,294   $ 44,192     $ 32,772   $ 44,192     35 %
                         
    Total                    
    Beginning balance $ 87,285   $ 89,432   $ 93,858   $ 100,356   $ 104,415     $ 85,431   $ 93,858     20 %
    Contributions(1)   3,007     5,186     7,738     3,845     11,553       7,256     23,136     284 %
    Distributions(2)   (1,671 )   (1,122 )   (1,491 )   (817 )   (1,682 )     (4,799 )   (3,990 )   1 %
    Market value, FX and other(3)   811     362     251     1,031     (120 )     1,544     1,162     na
    Ending balance $ 89,432   $ 93,858   $ 100,356   $ 104,415   $ 114,166     $ 89,432   $ 114,166     28 %

    _______________________________
    (1)      Contributions consist of new capital commitments that earn fees on committed capital and capital contributions to funds and accounts that earn fees on net invested capital or NAV.
    (2)      Distributions consist of returns of capital from funds and accounts that pay fees on net invested capital or NAV and reductions in fee-earning AUM from funds that moved from a committed capital to net invested capital fee basis or from funds and accounts that no longer pay fees.
    (3)      Market value, FX and other primarily consist of changes in market value appreciation (depreciation) for funds that pay on NAV and the effect of foreign exchange rate changes on non-U.S. dollar denominated commitments.

    Asset Class Summary

      Three Months Ended   Percentage
    Change
    (in millions) December
    31, 2023
    March 31,
    2024
    June 30,
    2024
    September
    30, 2024
    December
    31, 2024
      vs. FQ3’24
    FEAUM              
    Private equity $ 48,258 $ 49,869 $ 54,855 $ 57,136 $ 62,811   30 %
    Infrastructure   19,789   20,114   20,377   20,986   23,411   18 %
    Private debt   15,460   15,477   16,161   16,975   17,882   16 %
    Real estate   5,925   8,398   8,963   9,318   10,062   70 %
    Total $ 89,432 $ 93,858 $ 100,356 $ 104,415 $ 114,166   28 %
                   
    Separately managed accounts $ 56,660 $ 58,897 $ 60,272 $ 62,121 $ 69,974   23 %
    Focused commingled funds   32,772   34,961   40,084   42,294   44,192   35 %
    Total $ 89,432 $ 93,858 $ 100,356 $ 104,415 $ 114,166   28 %
                   
    AUM(1)              
    Private equity $ 78,221 $ 81,942 $ 89,329 $ 91,891 $ 93,404   19 %
    Infrastructure   28,307   30,003   32,756   35,392   36,156   28 %
    Private debt   27,782   28,491   30,336   31,854   31,987   15 %
    Real estate   14,646   16,201   16,912   16,996   17,665   21 %
    Total $ 148,956 $ 156,637 $ 169,333 $ 176,133 $ 179,212   20 %
                   
    Separately managed accounts $ 88,890 $ 93,938 $ 103,003 $ 107,252 $ 109,305   23 %
    Focused commingled funds   45,508   48,545   51,682   53,870   55,142   21 %
    Advisory AUM   14,558   14,154   14,648   15,011   14,765   1 %
    Total $ 148,956 $ 156,637 $ 169,333 $ 176,133 $ 179,212   20 %
                   
    AUA              
    Private equity $ 266,246 $ 270,350 $ 279,909 $ 255,125 $ 263,420   (1 )%
    Infrastructure   57,528   60,339   62,599   62,891   67,100   17 %
    Private debt   17,916   21,976   22,280   19,328   19,325   8 %
    Real estate   168,802   168,455   166,659   168,519   168,807   %
    Total $ 510,492 $ 521,120 $ 531,447 $ 505,863 $ 518,652   2 %
                   
    Total capital responsibility(2) $ 659,448 $ 677,757 $ 700,780 $ 681,996 $ 697,864   6 %

    _____________________________
    Note: Amounts may not sum to total due to rounding. AUM/AUA reflects final data for the prior period, adjusted for net new client account activity through the period presented, and does not include post-period investment valuation or cash activity. Net asset value (“NAV”) data for underlying investments is as of the prior period, as reported by underlying managers up to the business day occurring on or after 100 days, or 115 days at the fiscal year-end, following the prior period end. When NAV data is not available by the business day occurring on or after 100 days, or 115 days at the fiscal year-end, following the prior period end, such NAVs are adjusted for cash activity following the last available reported NAV.
    (1)      Allocation of AUM by asset class is presented by underlying investment asset classification.
    (2)      Total capital responsibility equals assets under management (AUM) plus assets under advisement (AUA).

    Contacts

    Shareholder Relations:
    Seth Weiss
    shareholders@stepstonegroup.com
    1-212-351-6106

    Media:
    Brian Ruby / Chris Gillick / Matt Lettiero, ICR
    StepStonePR@icrinc.com
    1-203-682-8268

    Glossary

    Assets under advisement, or “AUA,” consists of client assets for which we do not have full discretion to make investment decisions but play a role in advising the client or monitoring their investments. We generally earn revenue for advisory-related services on a contractual fixed fee basis. Advisory-related services include asset allocation, strategic planning, development of investment policies and guidelines, screening and recommending investments, legal negotiations, monitoring and reporting on investments, and investment manager review and due diligence. Advisory fees vary by client based on the scope of services, investment activity and other factors. Most of our advisory fees are fixed, and therefore, increases or decreases in AUA do not necessarily lead to proportionate changes in revenue. We believe AUA is a useful metric for assessing the relative size of our advisory business.

    Our AUA is calculated as the sum of (i) the NAV of client portfolio assets for which we do not have full discretion and (ii) the unfunded commitments of clients to the underlying investments. Our AUA reflects the investment valuations in respect of the underlying investments of our client accounts on a three-month lag, adjusted for new client account activity through the period end. Our AUA does not include post-period investment valuation or cash activity. AUA as of December 31, 2024 reflects final data for the prior period (September 30, 2024), adjusted for net new client account activity through December 31, 2024. NAV data for underlying investments is as of September 30, 2024, as reported by underlying managers up to the business day occurring on or after 100 days following September 30, 2024. When NAV data is not available by the business day occurring on or after 100 days following September 30, 2024, such NAVs are adjusted for cash activity following the last available reported NAV.

    Assets under management, or “AUM,” primarily reflects the assets associated with our separately managed accounts (“SMAs”) and focused commingled funds. We classify assets as AUM if we have full discretion over the investment decisions in an account or have responsibility or custody of assets. Although management fees are based on a variety of factors and are not linearly correlated with AUM, we believe AUM is a useful metric for assessing the relative size and scope of our asset management business.

    Our AUM is calculated as the sum of (i) the net asset value (“NAV”) of client portfolio assets, including the StepStone Funds and (ii) the unfunded commitments of clients to the underlying investments and the StepStone Funds. Our AUM reflects the investment valuations in respect of the underlying investments of our funds and accounts on a three-month lag, adjusted for new client account activity through the period end. Our AUM does not include post-period investment valuation or cash activity. AUM as of December 31, 2024 reflects final data for the prior period (September 30, 2024), adjusted for net new client account activity through December 31, 2024. NAV data for underlying investments is as of September 30, 2024, as reported by underlying managers up to the business day occurring on or after 100 days following September 30, 2024. When NAV data is not available by the business day occurring on or after 100 days following September 30, 2024, such NAVs are adjusted for cash activity following the last available reported NAV.

    Consolidated Funds refer to the StepStone Funds that we are required to consolidate as of the applicable reporting period. We consolidate funds and other entities in which we hold a controlling financial interest.

    Consolidated VIEs refer to the variable interest entities that we are required to consolidate as of the applicable reporting period. We consolidate VIEs in which we hold a controlling financial interest.

    Fee-earning AUM, or “FEAUM,” reflects the assets from which we earn management fee revenue (i.e., fee basis) and includes assets in our SMAs, focused commingled funds and assets held directly by our clients for which we have fiduciary oversight and are paid fees as the manager of the assets. Our SMAs and focused commingled funds typically pay management fees based on capital commitments, net invested capital and, in certain cases, NAV, depending on the fee terms. Management fees are only marginally affected by market appreciation or depreciation because substantially all of the StepStone Funds pay management fees based on capital commitments or net invested capital. As a result, management fees and FEAUM are not materially affected by changes in market value. We believe FEAUM is a useful metric in order to assess assets forming the basis of our management fee revenue.

    Legacy Greenspring entities refers to certain entities for which the Company, indirectly through its subsidiaries, became the sole and/or managing member in connection with the Greenspring acquisition.

    SSG refers solely to StepStone Group Inc., a Delaware corporation, and not to any of its subsidiaries.

    StepStone Funds refer to SMAs and focused commingled funds of the Company, including acquired Greenspring funds, for which the Partnership or one of its subsidiaries acts as both investment adviser and general partner or managing member.

    The Partnership refers solely to StepStone Group LP, a Delaware limited partnership, and not to any of its subsidiaries.

    Total capital responsibility equals AUM plus AUA. AUM includes any accounts for which StepStone Group has full discretion over the investment decisions, has responsibility to arrange or effectuate transactions, or has custody of assets. AUA refers to accounts for which StepStone Group provides advice or consultation but for which the firm does not have discretionary authority, responsibility to arrange or effectuate transactions, or custody of assets.

    Undeployed fee-earning capital represents the amount of capital commitments to StepStone Funds that has not yet been invested or considered active but will generate management fee revenue once invested or activated. We believe undeployed fee-earning capital is a useful metric for measuring the amount of capital that we can put to work in the future and thus earn management fee revenue thereon.

    The MIL Network

  • MIL-OSI: Cerence Announces First Quarter Fiscal 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    BURLINGTON, Mass., Feb. 06, 2025 (GLOBE NEWSWIRE) — Cerence Inc. (NASDAQ: CRNC) (“Cerence AI”), a global industry leader in AI for transportation, today reported its first quarter fiscal year 2025 results for the quarter ended December 31, 2024.

     
    ResultsSummary(1,2)
    (in millions, except per share data)
           
        Three Months Ended  
        December 31,  
        2024     2023  
    GAAP revenue   $ 50.9     $ 138.3  
    GAAP gross margin     65.0 %     81.0 %
    Non-GAAP gross margin     65.9 %     81.5 %
    GAAP operating margin     -33.3 %     42.3 %
    Non-GAAP operating margin     -1.0 %     49.4 %
    GAAP net (loss) income   $ (24.3 )   $ 23.9  
    GAAP net (loss) income margin     -47.7 %     17.2 %
    Non-GAAP net (loss) income   $ (1.5 )   $ 54.3  
    Adjusted EBITDA   $ 1.4     $ 70.4  
    Adjusted EBITDA margin     2.7 %     50.9 %
    GAAP net (loss) income per share – diluted   $ (0.57 )   $ 0.53  
    Non-GAAP net (loss) income per share – diluted   $ (0.03 )   $ 1.12  
    (1) As previously disclosed, Q1FY24 revenue includes the non-cash revenue associated with the Toyota “Legacy” contract and related impacts totaling $86.6M.
    (2) Please refer to the “Discussion of Non-GAAP Financial Measures” and “Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures” included elsewhere in this release for more information regarding our use of non-GAAP financial measures.
       

    “I’m incredibly proud of the team’s progress and our performance in Q1, most notably beating the upper end of guidance on top-line revenue and adjusted EBITDA and showing strong free cash flow,” said Brian Krzanich, CEO, Cerence AI. “We believe we have solid momentum for 2025: we’ve made significant progress on our generative AI roadmap, achieving critical development milestones for our next-gen agentic, conversational AI platform. We have continued momentum with our automaker customers, including six design wins and two wins for our generative AI solutions, as well as six major customer SOPs and two generative AI SOPs within the quarter. In addition, our transformation and cost reduction initiatives are having a solid impact on the business. As we look to the future, we believe we are well positioned to continue on our path to long-term, sustainable growth and profitability.”

    Cerence Key Performance Indicators
    To help investors gain further insight into the Cerence business and its performance, management provides a set of key performance indicators that includes:

    Key Performance Indicator1   Q1FY25  
    Percent of worldwide auto production with Cerence Technology (TTM)     51 %
    Change in number of Cerence connected cars shipped2 (TTM over prior year TTM)     5 %
    Change in Adjusted Total Billings (TTM over prior year TTM)     3 %
    (1) Please refer to the “Key Performance Indicators” section included elsewhere in this release for more information regarding the definitions and our use of key performance indicators.
    (2) Based on IHS Markit data, global auto production decreased 2% over the same time period ended on December 31, 2024.
       

    Second Quarter and Full Year Fiscal 2025 Outlook
    For the fiscal quarter ending March 31, 2025, revenue is expected to be in the range of $74 million to $77 million. This includes $20 million of projected Fixed License revenue expected to be signed during the quarter. Gross margins are projected between 74% and 76% and net income is projected in the range of $1 million to $5 million. Adjusted EBITDA is expected to be in the range of $18 million to $22 million.

    Guidance for the full fiscal year ending September 30, 2025 remains unchanged.

    The adjusted EBITDA guidance excludes amortization of acquired intangible assets, stock-based compensation, restructuring and other costs.

    Additional details regarding guidance will be provided during the earnings call.

    Cerence Conference Call and Webcast
    The company will host a live conference call and webcast with slides to discuss the results today at 5:00pm Eastern Time / 2:00pm Pacific Time. Interested investors and analysts are invited to dial into the conference call by registering here.

    Webcast access will also be available on the Investor Information section of the company’s website at https://www.cerence.com/investors/events-and-resources.

    A replay of the webcast can be accessed by visiting the company’s website 90 minutes following the conference call at https://www.cerence.com/investors/events-and-resources.

    Forward Looking Statements
    Statements in this press release regarding: Cerence’s future performance, results and financial condition; expected growth and profitability; outlook and momentum; transformation plans and cost efficiency initiatives, including the estimated net annualized cost savings; strategy; opportunities; business, industry and market trends; strategy regarding fixed contracts and its impact on financial results; backlog; revenue visibility; revenue timing and mix; demand for Cerence products; innovation and new product offerings, including AI technology; expected benefits of technology partnerships; cost efficiency initiatives; and management’s future expectations, estimates, assumptions, beliefs, goals, objectives, targets, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “goal,” “anticipates,” “projects,” “forecasts,” “expects,” “intends,” “continues,” “will,” “may,” or “estimates” or similar expressions) should also be considered to be forward-looking statements. Although we believe forward-looking statements are based upon reasonable assumptions, such statements involve known and unknown risk, uncertainties and other factors, which may cause actual results or performance of the company to be materially different from any future results or performance expressed or implied by such forward-looking statements including but not limited to: the highly competitive and rapidly changing market in which we operate; adverse conditions in the automotive industry, the related supply chain and semiconductor shortage, or the global economy more generally; volatility in the political, legal and regulatory environment in which we operate, including trade, tariffs and other policies implemented by the new administration or actions taken by other countries in response; automotive production delays; changes in customer forecasts; the impacts of the COVID-19 pandemic on our and our customers’ businesses; the ongoing conflicts in Ukraine and the Middle East; our inability to control and successfully manage our expenses and cash position; our inability to deliver improved financial results from process optimization efforts and cost reduction actions; escalating pricing pressures from our customers; the impact on our business of the transition to a lower level of fixed contracts, including the failure to achieve such a transition; our failure to win, renew or implement service contracts; the cancellation or postponement of existing contracts; the loss of business from any of our largest customers; effects of customer defaults; our inability to successfully introduce new products, applications and services; our strategies to increase cloud offerings and deploy generative AI and large language models (LLMs); the inability to expand into adjacent markets; the inability to recruit and retain qualified personnel; disruptions arising from transitions in management personnel, including the transition to our new Chief Executive Officer; cybersecurity and data privacy incidents; failure to protect our intellectual property; defects or interruptions in service with respect to our products; fluctuating currency rates and interest rates; inflation; financial and credit market volatility; restrictions on our current and future operations under the terms of our debt, the use of cash to service or repay our debt; and our inability to generate sufficient cash from our operations; and the other factors discussed in our most recent Annual Report on Form 10-K, quarterly reports on Form 10-Q, and other filings with the Securities and Exchange Commission. We disclaim any obligation to update any forward-looking statements as a result of developments occurring after the date of this document.

    Discussion of Non-GAAP Financial Measures
    We believe that providing the non-GAAP information in addition to the GAAP presentation, allows investors to view the financial results in the way management views the operating results. We further believe that providing this information allows investors to not only better understand our financial performance, but more importantly, to evaluate the efficacy of the methodology and information used by management to evaluate and measure such performance. The non-GAAP information should not be considered superior to, or a substitute for, financial statements prepared in accordance with GAAP.

    We utilize a number of different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of the business, for making operating decisions and for forecasting and planning for future periods. While our management uses these non-GAAP financial measures as a tool to enhance their understanding of certain aspects of our financial performance, our management does not consider these measures to be a substitute for, or superior to, the information provided by GAAP financial statements.

    Consistent with this approach, we believe that disclosing non-GAAP financial measures to the readers of our financial statements provides such readers with useful supplemental data that, while not a substitute for GAAP financial statements, allows for greater transparency in the review of our financial and operational performance. In assessing the overall health of the business during the three months ended December 31, 2024 and 2023, our management has either included or excluded the following items in general categories, each of which is described below.

    Adjusted EBITDA.
    Adjusted EBITDA is defined as net income attributable to Cerence Inc. before net income (loss) attributable to income tax (benefit) expense, other income (expense) items, net, depreciation and amortization expense, and excluding amortization of acquired intangible assets, stock-based compensation, and restructuring and other costs, net or impairment charges related to fixed and intangible assets and gains or losses on the sale of long-lived assets, if any. From time to time we may exclude from Adjusted EBITDA the impact of events, gains, losses or other charges (such as significant legal settlements) that affect the period-to-period comparability of our operating performance. Other income (expense) items, net include interest expense, interest income, and other income (expense), net (as stated in our Condensed Consolidated Statement of Operations). Our management and Board of Directors use this financial measure to evaluate our operating performance. It is also a significant performance measure in our annual incentive compensation programs.

    Restructuring and other costs, net.
    Restructuring and other costs, net include restructuring expenses as well as other charges that are unusual in nature, are the result of unplanned events, and arise outside the ordinary course of our business such as employee severance costs, consulting costs relating to our transformation initiatives, and costs for consolidating duplicate facilities.

    Amortization of acquired intangible assets.
    We exclude the amortization of acquired intangible assets from non-GAAP expense and income measures. These amounts are inconsistent in amount and frequency and are significantly impacted by the timing and size of acquisitions. Providing a supplemental measure which excludes these charges allows management and investors to evaluate results “as-if” the acquired intangible assets had been developed internally rather than acquired and, therefore, provides a supplemental measure of performance in which our acquired intellectual property is treated in a comparable manner to our internally developed intellectual property. Although we exclude amortization of acquired intangible assets from our non-GAAP expenses, we believe that it is important for investors to understand that such intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Future acquisitions may result in the amortization of additional intangible assets.

    Non-cash expenses.
    We provide non-GAAP information relative to the following non-cash expenses: (i) stock-based compensation; and (ii) non-cash interest. These items are further discussed as follows:

    i) Stock-based compensation. Because of varying valuation methodologies, subjective assumptions and the variety of award types, we exclude stock-based compensation from our operating results. We evaluate performance both with and without these measures because compensation expense related to stock-based compensation is typically non-cash and awards granted are influenced by the Company’s stock price and other factors such as volatility that are beyond our control. The expense related to stock-based awards is generally not controllable in the short-term and can vary significantly based on the timing, size and nature of awards granted. As such, we do not include such charges in operating plans. Stock-based compensation will continue in future periods.
    ii) Non-cash interest. We exclude non-cash interest because we believe that excluding this expense provides management, as well as other users of the financial statements, with a valuable perspective on the cash-based performance and health of the business, including the current near-term projected liquidity. Non-cash interest expense will continue in future periods.
       

    Other expenses.
    We exclude certain other expenses that result from unplanned events outside the ordinary course of continuing operations, in order to measure operating performance and current and future liquidity both with and without these expenses. By providing this information, we believe management and the users of the financial statements are better able to understand the financial results of what we consider to be our organic, continuing operations. Included in these expenses are items such as other charges (credits), net, (gains) losses from extinguishment of debt, and changes in indemnification assets corresponding with the release of pre-spin liabilities for uncertain tax positions.

    Adjustments to income tax provision.
    Adjustments to our GAAP income tax provision to arrive at non-GAAP net income is determined based on our non-GAAP pre-tax income. Additionally, as our non-GAAP profitability is higher based on the non-GAAP adjustments, we adjust the GAAP tax provision to remove valuation allowances and related effects based on the higher level of reported non-GAAP profitability. We also exclude from our non-GAAP tax provision certain discrete tax items as they occur.

    Key Performance Indicators
    We believe that providing key performance indicators (“KPIs”) allows investors to gain insight into the way management views the performance of the business. We further believe that providing KPIs allows investors to better understand information used by management to evaluate and measure such performance. KPIs should not be considered superior to, or a substitute for, operating results prepared in accordance with GAAP. In assessing the performance of the business during the three months ended December 31, 2024, our management has reviewed the following KPIs, each of which is described below:

    • Percent of worldwide auto production with Cerence Technology: The number of Cerence enabled cars shipped as compared to IHS Markit car production data.
    • Change in number of Cerence connected cars shipped: The year-over-year change in the number of cars shipped with Cerence connected solutions. Amounts calculated on a TTM basis.
    • Change in Adjusted total billings YoY (TTM): The year over year change in total billings excluding Professional Services, prepay billings and adjusted for prepay consumption.

    ____________

    See the tables at the end of this press release for non-GAAP reconciliations to the most directly comparable GAAP measures.

    To learn more about Cerence AI, visit www.cerence.ai, and follow the company on LinkedIn.

    About Cerence Inc.
    Cerence Inc. (NASDAQ: CRNC) is a global industry leader in creating intuitive, seamless, AI-powered experiences across automotive and transportation. Leveraging decades of innovation and expertise in voice, generative AI, and large language models, Cerence powers integrated experiences that create safer, more connected, and more enjoyable journeys for drivers and passengers alike. With more than 500 million cars shipped with Cerence technology, the company partners with leading automakers, transportation OEMs, and technology companies to advance the next generation of user experiences. Cerence is headquartered in Burlington, Massachusetts, with operations globally and a worldwide team dedicated to pushing the boundaries of AI innovation. For more information, visit www.cerence.ai.

    Contact Information
    Investor Relations | Email: investorrelations@cerence.com 

     
    CERENCE INC.
    Condensed Consolidated Statements of Operations
    (in thousands, except per share data)
           
        Three Months Ended  
        December 31,  
        2024     2023  
    Revenues:            
    License   $ 22,725     $ 20,823  
    Connected services     13,707       96,820  
    Professional services     14,464       20,692  
    Total revenues     50,896       138,335  
    Cost of revenues:            
    License     1,782       1,604  
    Connected services     6,311       7,303  
    Professional services     9,731       17,325  
    Amortization of intangible assets           103  
    Total cost of revenues     17,824       26,335  
    Gross profit     33,072       112,000  
    Operating expenses:            
    Research and development     20,869       33,306  
    Sales and marketing     4,766       6,071  
    General and administrative     12,754       12,793  
    Amortization of intangible assets     554       545  
    Restructuring and other costs, net     11,062       705  
    Total operating expenses     50,005       53,420  
    (Loss) income from operations     (16,933 )     58,580  
    Interest income     1,437       1,432  
    Interest expense     (3,393 )     (3,236 )
    Other income, net     272       1,422  
    (Loss) income before income taxes     (18,617 )     58,198  
    Provision for income taxes     5,671       34,341  
    Net (loss) income   $ (24,288 )   $ 23,857  
    Net (loss) income per share:            
    Basic   $ (0.57 )   $ 0.58  
    Diluted   $ (0.57 )   $ 0.53  
    Weighted-average common share outstanding:            
    Basic     42,897       41,186  
    Diluted     42,897       49,255  
                     
     
    CERENCE INC.
    Condensed Consolidated Balance Sheets
    (in thousands, except per share amounts)
                 
        December 31,     September 30,  
        2024     2024  
        (Unaudited)        
    ASSETS            
    Current assets:            
    Cash and cash equivalents   $ 104,103       121,485  
    Marketable securities     3,889       5,502  
    Accounts receivable, net of allowances of $53 and $1,613     47,671       62,755  
    Deferred costs     4,739       5,286  
    Prepaid expenses and other current assets     39,670       70,481  
    Total current assets     200,072       265,509  
    Long-term marketable securities     2,552       3,453  
    Property and equipment, net     29,371       30,139  
    Deferred costs     15,539       18,051  
    Operating lease right of use assets     13,156       12,879  
    Goodwill     288,886       296,858  
    Intangible assets, net     1,059       1,706  
    Deferred tax assets     46,035       51,398  
    Other assets     20,858       22,365  
    Total assets   $ 617,528     $ 702,358  
    LIABILITIES AND STOCKHOLDERS’ EQUITY            
    Current liabilities:            
    Accounts payable   $ 7,609     $ 3,959  
    Deferred revenue     47,626       52,822  
    Short-term operating lease liabilities     3,828       4,528  
    Short-term debt     59,954       87,094  
    Accrued expenses and other current liabilities     32,967       68,405  
    Total current liabilities     151,984       216,808  
    Long-term debt     196,208       194,812  
    Deferred revenue, net of current portion     113,444       114,354  
    Long-term operating lease liabilities     10,071       8,803  
    Other liabilities     25,119       26,484  
    Total liabilities     496,826       561,261  
    Stockholders’ Equity:            
    Common stock, $0.01 par value, 560,000 shares authorized; 42,988 and 41,924 shares issued and outstanding, respectively     430       419  
    Accumulated other comprehensive loss     (29,785 )     (25,912 )
    Additional paid-in capital     1,096,085       1,088,330  
    Accumulated deficit     (946,028 )     (921,740 )
    Total stockholders’ equity     120,702       141,097  
    Total liabilities and stockholders’ equity   $ 617,528     $ 702,358  
                     
     
    CERENCE INC.
    Condensed Consolidated Statements of Cash Flows
    (in thousands)
           
        Three Months Ended  
        December 31,  
        2024     2023  
    Cash flows from operating activities:            
    Net (loss) income   $ (24,288 )   $ 23,857  
    Adjustments to reconcile net (loss) income to net cash provided by (used in) operations:            
    Depreciation and amortization     2,445       2,686  
    Provision for expected credit loss reserve     207        
    Stock-based compensation     7,771       8,380  
    Non-cash interest expense     1,861       1,468  
    Gain on debt extinguishment     (327 )      
    Deferred tax provision     4,927       30,298  
    Unrealized foreign currency transaction losses (gains)     1,997       (2,012 )
    Other, net     (33 )     382  
    Changes in operating assets and liabilities:            
    Accounts receivable     8,800       4,933  
    Prepaid expenses and other assets     27,201       1,170  
    Deferred costs     1,859       2,589  
    Accounts payable     3,814       2,382  
    Accrued expenses and other liabilities     (33,087 )     3,712  
    Deferred revenue     6,107       (82,660 )
    Net cash provided by (used in) operating activities     9,254       (2,815 )
    Cash flows from investing activities:            
    Capital expenditures     (1,360 )     (931 )
    Sale and maturities of marketable securities     2,493       2,442  
    Other investing activities     (374 )     (322 )
    Net cash provided by investing activities     759       1,189  
    Cash flows from financing activities:            
    Principal payments of short-term debt     (26,964 )      
    Common stock repurchases for tax withholdings for net settlement of equity awards     (1,369 )     (6,209 )
    Principal payment of lease liabilities arising from a finance lease     (115 )     (122 )
    Proceeds from the issuance of common stock     1,364       6,201  
    Net cash used in financing activities     (27,084 )     (130 )
    Effects of exchange rate changes on cash and cash equivalents     (311 )     (662 )
    Net change in cash and cash equivalents     (17,382 )     (2,418 )
    Cash and cash equivalents at beginning of period     121,485       101,154  
    Cash and cash equivalents at end of period   $ 104,103     $ 98,736  
                     
     
    CERENCE INC.
    Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures
    (unaudited – in thousands)
           
        Three Months Ended  
        December 31,  
        2024     2023  
    GAAP revenue   $ 50,896     $ 138,335  
                 
    GAAP gross profit   $ 33,072     $ 112,000  
    Stock-based compensation     490       641  
    Amortization of intangible assets           103  
    Non-GAAP gross profit   $ 33,562     $ 112,744  
    GAAP gross margin     65.0 %     81.0 %
    Non-GAAP gross margin     65.9 %     81.5 %
                 
    GAAP operating (loss) income   $ (16,933 )   $ 58,580  
    Stock-based compensation*     4,808       8,380  
    Amortization of intangible assets     554       648  
    Restructuring and other costs, net*     11,062       705  
    Non-GAAP operating (loss) income   $ (509 )   $ 68,313  
    GAAP operating margin     -33.3 %     42.3 %
    Non-GAAP operating margin     -1.0 %     49.4 %
                 
    GAAP net (loss) income   $ (24,288 )   $ 23,857  
    Stock-based compensation*     4,808       8,380  
    Amortization of intangible assets     554       648  
    Restructuring and other costs, net*     11,062       705  
    Depreciation     1,891       2,038  
    Total other expense, net     (1,684 )     (382 )
    Provision for income taxes     5,671       34,341  
    Adjusted EBITDA   $ 1,382     $ 70,351  
    GAAP net (loss) income margin     -47.7 %     17.2 %
    Adjusted EBITDA margin     2.7 %     50.9 %
    * – $3.0 million in stock-based compensation is included in Restructuring and other costs, net for Q1’25.            
                 
     
    CERENCE INC.
    Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures (cont.)
    (unaudited – in thousands, except per share data)
           
        Three Months Ended  
        December 31,  
        2024     2023  
    GAAP net (loss) income   $ (24,288 )   $ 23,857  
    Stock-based compensation*     4,808       8,380  
    Amortization of intangible assets     554       648  
    Restructuring and other costs, net*     11,062       705  
    Gain on debt extinguishment     (327 )      
    Non-cash interest expense     1,861       1,468  
    Other     (33 )     (27 )
    Adjustments to income tax expense     4,895       19,259  
    Non-GAAP net (loss) income   $ (1,468 )   $ 54,290  
                 
    Adjusted EPS:            
    GAAP Numerator:            
    Net (loss) income attributed to common shareholders – basic   $ (24,288 )   $ 23,857  
    Interest on the Notes, net of tax           2,250  
    Net (loss) income attributed to common shareholders – diluted   $ (24,288 )   $ 26,107  
                 
    Non-GAAP Numerator:            
    Net (loss) income attributed to common shareholders – basic   $ (1,468 )   $ 54,290  
    Interest on the Notes, net of tax           1,120  
    Net (loss) income attributed to common shareholders – diluted   $ (1,468 )   $ 55,410  
                 
    GAAP Denominator:            
    Weighted-average common shares outstanding – basic     42,897       41,186  
    Adjustment for diluted shares           8,069  
    Weighted-average common shares outstanding – diluted     42,897       49,255  
                 
    Non-GAAP Denominator:            
    Weighted-average common shares outstanding- basic     42,897       41,186  
    Adjustment for diluted shares           8,069  
    Weighted-average common shares outstanding – diluted     42,897       49,255  
                 
    GAAP net (loss) income per share – diluted   $ (0.57 )   $ 0.53  
    Non-GAAP net (loss) income per share – diluted   $ (0.03 )   $ 1.12  
                 
    GAAP net cash provided by (used in) operating activities   $ 9,254     $ (2,815 )
    Capital expenditures     (1,360 )     (931 )
    Free Cash Flow   $ 7,894     $ (3,746 )
    * – $3.0 million in stock-based compensation is included in Restructuring and other costs, net for Q1’25.            
                 
     
    CERENCE INC.
    Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures (cont.)
    (unaudited – in thousands)
                 
        Q2 2025     FY2025  
        Low     High     Low     High  
    GAAP revenue   $ 74,000     $ 77,000     $ 236,000     $ 247,000  
                             
    GAAP gross profit   $ 54,700     $ 58,700     $ 158,400     $ 169,400  
    Stock-based compensation     700       700       2,500       2,500  
    Amortization of intangible assets                        
    Non-GAAP gross profit   $ 55,400     $ 59,400     $ 160,900     $ 171,900  
    GAAP gross margin     74 %     76 %     67 %     69 %
    Non-GAAP gross margin     75 %     77 %     68 %     70 %
                             
    GAAP operating income (loss)   $ 7,100     $ 11,100     $ (27,100 )   $ (16,100 )
    Stock-based compensation     7,000       7,000       22,500       22,500  
    Amortization of intangible assets     500       500       1,600       1,600  
    Restructuring and other costs, net     1,300       1,300       8,100       8,100  
    Non-GAAP operating income   $ 15,900     $ 19,900     $ 5,100     $ 16,100  
    GAAP operating margin     10 %     14 %     -11 %     -7 %
    Non-GAAP operating margin     21 %     26 %     2 %     7 %
                             
    GAAP net income (loss)   $ 1,200     $ 5,200     $ (39,600 )   $ (28,600 )
    Stock-based compensation     7,000       7,000       22,500       22,500  
    Amortization of intangible assets     500       500       1,600       1,600  
    Restructuring and other costs, net     1,300       1,300       8,100       8,100  
    Depreciation     1,900       1,900       10,200       10,200  
    Total other expense, net     (1,300 )     (1,300 )     (5,100 )     (5,100 )
    Provision for income taxes     4,600       4,600       7,400       7,400  
    Adjusted EBITDA   $ 17,800     $ 21,800     $ 15,300     $ 26,300  
    GAAP net income (loss) margin     2 %     7 %     -17 %     -12 %
    Adjusted EBITDA margin     24 %     28 %     6 %     11 %
                                     
     
    CERENCE INC.
    Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures (cont.)
    (unaudited – in thousands)
                 
        Q2 2025     FY2025  
        Low     High     Low     High  
    GAAP net income (loss)   $ 1,200     $ 5,200     $ (39,600 )   $ (28,600 )
    Stock-based compensation     7,000       7,000       22,500       22,500  
    Amortization of intangibles     500       500       1,600       1,600  
    Restructuring and other costs, net     1,300       1,300       8,100       8,100  
    Non-cash interest expense     1,500       1,500       5,500       5,500  
    Other                 (100 )     (100 )
    Adjustments to income tax expense     1,500       1,500       (4,600 )     (4,600 )
    Non-GAAP net income (loss)   $ 13,000     $ 17,000     $ (6,600 )   $ 4,400  
                             
    Adjusted EPS:                        
    GAAP Numerator:                        
    Net income (loss) attributed to common shareholders – basic and diluted   $ 1,200     $ 5,200     $ (39,600 )   $ (28,600 )
                             
    Non-GAAP Numerator:                        
    Net income (loss) attributed to common shareholders – basic   $ 13,000     $ 17,000     $ (6,600 )   $ 4,400  
    Interest on the Notes, net of tax     900       900              
    Net income (loss) attributed to common shareholders – diluted   $ 13,900     $ 17,900     $ (6,600 )   $ 4,400  
                             
    GAAP Denominator:                        
    Weighted-average common shares outstanding – basic     43,000       43,000       43,000       43,000  
    Adjustment for diluted shares     100       100              
    Weighted-average common shares outstanding – diluted     43,100       43,100       43,000       43,000  
                             
    Non-GAAP Denominator:                        
    Weighted-average common shares outstanding- basic     43,000       43,000       43,000       43,000  
    Adjustment for diluted shares     6,800       6,800             100  
    Weighted-average common shares outstanding – diluted     49,800       49,800       43,000       43,100  
                             
    GAAP net income (loss) per share – diluted   $ 0.03     $ 0.12     $ (0.92 )   $ (0.67 )
    Non-GAAP net income (loss) per share – diluted   $ 0.28     $ 0.36     $ (0.15 )   $ 0.10  
                             
    GAAP net cash provided by operating activities               $ 34,000     $ 40,000  
    Capital expenditures                 (14,000 )     (10,000 )
    Free Cash Flow               $ 20,000     $ 30,000  
                                 

    The MIL Network

  • MIL-OSI: ACM Research to Release Fourth Quarter and Fiscal Year 2024 Financial Results on February 26, 2025

    Source: GlobeNewswire (MIL-OSI)

    FREMONT, Calif., Feb. 06, 2025 (GLOBE NEWSWIRE) — ACM Research, Inc. (“ACM”) (NASDAQ: ACMR) announced today that it will release its financial results for the fourth quarter and fiscal year 2024 before the U.S. market open on Wednesday, February 26, 2025. ACM will conduct a corresponding conference call at 8:00 a.m. U.S. Eastern Time (9:00 p.m. China Time) to discuss the results.

    What: ACM Fourth Quarter and Fiscal Year (ended December 31, 2024) Earnings Call
    When: 8:00 a.m. U.S. Eastern Time on Wednesday, February 26, 2025
    Webcast: ir.acmr.com/news-events
       

    To join the conference call via telephone, participants must use the following link to complete an online registration process. Upon registering, each participant will receive email instructions to access the conference call, including dial-in information and a PIN number allowing access to the conference call. This pre-registration process is designed by the operator to reduce delays due to operator congestion when accessing the live call.

    Online Registration: https://register.vevent.com/register/BI70ae79d80e0348a880269ad7a9dec2f9

    Participants who have not pre-registered may join the webcast by accessing the link at ir.acmr.com/news-events.

    A live and archived webcast of the conference call will be available on the Investors section of ACM’s website at www.acmr.com.

    About ACM Research, Inc.

    ACM develops, manufactures and sells semiconductor process equipment spanning cleaning, electroplating, stress-free polishing, vertical furnace processes, track, PECVD, and wafer- and panel-level packaging tools, enabling advanced and semi-critical semiconductor device manufacturing. ACM is committed to delivering customized, high-performance, cost-effective process solutions that semiconductor manufacturers can use in numerous manufacturing steps to improve productivity and product yield. For more information, visit www.acmr.com.

    © ACM Research, Inc. The ACM Research logo is a trademark of ACM Research, Inc. For convenience, this trademark appears in this press release without a ™ symbol, but that practice does not mean that ACM will not assert, to the fullest extent under applicable law, its rights to such trademark.

    For investor and media inquiries, please contact:

    In the United States: The Blueshirt Group
    Steven C. Pelayo, CFA
    +1 (360) 808-5154
    steven@blueshirtgroup.co
       
    In China: The Blueshirt Group Asia
    Gary Dvorchak, CFA
    +86 (138) 1079-1480
    gary@blueshirtgroup.co

    The MIL Network

  • MIL-OSI: Nutanix Announces Date and Conference Call Information for Second Quarter Fiscal Year 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    SAN JOSE, Calif., Feb. 06, 2025 (GLOBE NEWSWIRE) — Nutanix, Inc. (NASDAQ: NTNX), a leader in hybrid multicloud computing, today announced that it will report its financial results for the second quarter of fiscal year 2025, which ended January 31, 2025, after U.S. markets close on Wednesday, February 26, 2025.

    Nutanix will host a conference call and earnings webcast beginning at 4:30 p.m. EST / 1:30 p.m. PST on the same day to discuss the company’s financial results. Interested parties may access the conference call by registering at this link to receive dial in details and a unique PIN number. The conference call will also be webcast live on the Nutanix Investor Relations website at ir.nutanix.com.

    An archived replay of the webcast will be available on the Nutanix Investor Relations website at ir.nutanix.com shortly after the call.

    About Nutanix
    Nutanix is a global leader in cloud software, offering organizations a single platform for running applications and managing data, anywhere. With Nutanix, companies can reduce complexity and simplify operations, freeing them to focus on their business outcomes. Building on its legacy as the pioneer of hyperconverged infrastructure, Nutanix is trusted by companies worldwide to power hybrid multicloud environments consistently, simply, and cost-effectively. Learn more at www.nutanix.com or follow us on social media @nutanix.

    © 2025 Nutanix, Inc. All rights reserved. Nutanix, the Nutanix logo, and all Nutanix product and service names mentioned herein are registered trademarks or unregistered trademarks of Nutanix, Inc. in the United States and other countries. Other brand names and marks mentioned herein are for identification purposes only and may be the trademarks of their respective holder(s). This press release contains links to external websites that are not part of Nutanix.com. Nutanix does not control these sites and disclaims all responsibility for the content or accuracy of any external site. Our decision to link to an external site should not be considered an endorsement of any content on such a site.

    Investor Contact
    Richard Valera
    ir@nutanix.com   

    The MIL Network

  • MIL-OSI: Fortinet Reports Fourth Quarter and Full Year 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    Fourth Quarter 2024 Highlights

    • Total revenue of $1.66 billion, up 17% year over year
    • Product revenue of $574 million, up 18% year over year
    • Billings of $2.00 billion, up 7% year over year1
    • Record GAAP operating margin of 35%
    • Record Non-GAAP operating margin of 39%1
    • Unified SASE ARR2up 28% and Security Operations ARR2up 32%, year over year
    • Ranked #7 on the Forbes Most Trusted Companies in America 2025 list, the only cybersecurity company in the top 50

    Full Year 2024 Highlights

    • Total revenue of $5.96 billion, up 12% year over year
    • Service revenue of $4.05 billion, up 20% year over year
    • Record GAAP operating margin of 30%
    • Record Non-GAAP operating margin of 35%1
    • Remaining performance obligations of $6.42 billion, up 12% year over year
    • Cash flow from operations of $2.26 billion
    • Free cash flow of $1.88 billion1
    • Exceeded the ‘Rule of 45’ for the fifth consecutive year

    SUNNYVALE, Calif., Feb. 06, 2025 (GLOBE NEWSWIRE) — Fortinet® (Nasdaq: FTNT), a global cybersecurity leader driving the convergence of networking and security, today announced financial results for the fourth quarter of 2024 and full year ended December 31, 2024.

    “In the fourth quarter, we successfully balanced growth and profitability as our non-GAAP operating margin increased 720 basis points year-over-year to a company record of 39%, while revenue grew 17%,” said Ken Xie, Founder, Chairman and Chief Executive Officer of Fortinet. “We continue to execute our strategy of investing in the high-growth Unified SASE and Security Operations markets, while strengthening our position in Secure Networking. Our customers are increasingly recognizing the benefits of a single-vendor approach to SASE, and we expect to emerge as a leader in this space, being the only company to natively develop all SASE functions within a unified operating system, FortiOS, which seamlessly integrates networking and security capabilities.”

    Financial Summary for the Fourth Quarter of 2024

    • Revenue: Total revenue was $1.66 billion for the fourth quarter of 2024, an increase of 17.3% compared to $1.42 billion for the same quarter of 2023.
    • Service Revenue: Service revenue was $1.09 billion for the fourth quarter of 2024, an increase of 17.2% compared to $927.0 million for the same quarter of 2023.
    • Product Revenue: Product revenue was $574.0 million for the fourth quarter of 2024, an increase of 17.6% compared to $488.1 million for the same quarter of 2023.
    • Billings1: Total billings were $2.00 billion for the fourth quarter of 2024, an increase of 7.4% compared to $1.86 billion for the same quarter of 2023.
    • Unified SASE ARR2: Unified SASE ARR was $1.12 billion for the fourth quarter of 2024, an increase of 27.9% compared to $875.3 million for the same quarter of 2023.
    • Security Operations ARR2: Security Operations ARR was $422.4 million for the fourth quarter of 2024, an increase of 32.2% compared to $319.6 million for the same quarter of 2023.
    • GAAP Operating Income and Margin: GAAP operating income was $574.1 million for the fourth quarter of 2024, representing a GAAP operating margin of 34.6%. GAAP operating income was $385.4 million for the same quarter of 2023, representing a GAAP operating margin of 27.2%.
    • Non-GAAP Operating Income and Margin1: Non-GAAP operating income was $650.9 million for the fourth quarter of 2024, representing a non-GAAP operating margin of 39.2%. Non-GAAP operating income was $453.5 million for the same quarter of 2023, representing a non-GAAP operating margin of 32.0%.
    • GAAP Net Income and Diluted Net Income Per Share: GAAP net income was $526.2 million for the fourth quarter of 2024, compared to GAAP net income of $310.9 million for the same quarter of 2023. GAAP diluted net income per share was $0.68 for the fourth quarter of 2024, based on 775.2 million diluted weighted-average shares outstanding, compared to GAAP diluted net income per share of $0.40 for the same quarter of 2023, based on 772.3 million diluted weighted-average shares outstanding.
    • Non-GAAP Net Income and Diluted Net Income Per Share1: Non-GAAP net income was $571.5 million for the fourth quarter of 2024, compared to non-GAAP net income of $392.0 million for the same quarter of 2023. Non-GAAP diluted net income per share was $0.74 for the fourth quarter of 2024, based on 775.2 million diluted weighted-average shares outstanding, compared to $0.51 for the same quarter of 2023, based on 772.3 million diluted weighted-average shares outstanding.
    • Cash Flow: Cash flow from operations was $477.6 million for the fourth quarter of 2024, compared to $191.7 million for the same quarter of 2023.
    • Free Cash Flow1: Free cash flow was $380.0 million for the fourth quarter of 2024, compared to $164.8 million for the same quarter of 2023.

    Financial Summary for the Full Year 2024

    • Revenue: Total revenue was $5.96 billion for 2024, an increase of 12.3% compared to $5.30 billion in 2023.
    • Service Revenue: Service revenue was $4.05 billion for 2024, an increase of 19.8% compared to $3.38 billion in 2023.
    • Product Revenue: Product revenue was $1.91 billion for 2024, a decrease of 1.0% compared to $1.93 billion in 2023.
    • Billings1: Total billings were $6.53 billion for 2024, an increase of 2.1% compared to $6.40 billion in 2023.
    • Remaining performance obligations: Remaining performance obligations were $6.42 billion as of December 31, 2024, an increase of 11.7% compared to $5.75 billion as of December 31, 2023.
    • Deferred Revenue: Total deferred revenue was $6.36 billion as of December 31, 2024, an increase of 10.9% compared to $5.74 billion as of December 31, 2023.
    • GAAP Operating Income and Margin: GAAP operating income was $1.80 billion for 2024, representing a GAAP operating margin of 30.3%. GAAP operating income was $1.24 billion for 2023, representing a GAAP operating margin of 23.4%.
    • Non-GAAP Operating Income and Margin1: Non-GAAP operating income was $2.09 billion for 2024, representing a non-GAAP operating margin of 35.0%. Non-GAAP operating income was $1.51 billion for 2023, representing a non-GAAP operating margin of 28.4%.
    • GAAP Net Income and Diluted Net Income Per Share: GAAP net income was $1.75 billion for 2024, compared to GAAP net income of $1.15 billion for 2023. GAAP diluted net income per share was $2.26 for 2024, based on 771.9 million diluted weighted-average shares outstanding, compared to GAAP diluted net income per share of $1.46 for 2023, based on 788.2 million diluted weighted-average shares outstanding.
    • Non-GAAP Net Income and Diluted Net Income Per Share1: Non-GAAP net income was $1.83 billion for 2024, compared to non-GAAP net income of $1.29 billion for 2023. Non-GAAP diluted net income per share was $2.37 for 2024, based on 771.9 million diluted weighted-average shares outstanding, compared to $1.63 for 2023, based on 788.2 million diluted weighted-average shares outstanding.
    • Cash Flow: Cash flow from operations was $2.26 billion in 2024 compared to $1.94 billion in 2023.
    • Free Cash Flow1: Free cash flow was $1.88 billion in 2024, compared to $1.73 billion in 2023.

    Guidance

    For the first quarter of 2025, Fortinet currently expects:

    • Revenue in the range of $1.500 billion to $1.560 billion
    • Billings in the range of $1.520 billion to $1.600 billion
    • Non-GAAP gross margin in the range of 80.0% to 81.0%
    • Non-GAAP operating margin in the range of 30.0% to 31.0%
    • Diluted non-GAAP net income per share in the range of $0.52 to $0.54, assuming a non-GAAP effective tax rate of 18%. This assumes a diluted share count of 774 million to 780 million.

    For the fiscal year 2025, Fortinet currently expects:

    • Revenue in the range of $6.650 billion to $6.850 billion
    • Service revenue in the range of $4.575 billion to $4.725 billion
    • Billings in the range of $7.200 billion to $7.400 billion
    • Non-GAAP gross margin in the range of 79.0% to 81.0%
    • Non-GAAP operating margin in the range of 31.0% to 33.0%
    • Diluted non-GAAP net income per share in the range of $2.41 to $2.47, assuming a non-GAAP effective tax rate of 18%. This assumes a diluted share count of 773 million to 783 million.

    These statements are forward looking and actual results may differ materially. Refer to the Forward-Looking Statements section below for information on the factors that could cause our actual results to differ materially from these forward-looking statements.

    Our guidance with respect to non-GAAP financial measures excludes stock-based compensation, amortization of acquired intangible assets, charges in connection with litigation settlement, gain on intellectual property matters, gain on bargain purchase related to acquisition, non-cash charge of impairment on an equity method investment and a tax adjustment required for an effective tax rate on a non-GAAP basis, which differs from the GAAP effective tax rate. We have not reconciled our guidance with respect to non-GAAP financial measures to the corresponding GAAP measures because certain items that impact these measures are uncertain or out of our control, or cannot be reasonably predicted. Accordingly, a reconciliation of these non-GAAP financial measures to the corresponding GAAP measures is not available without unreasonable effort.

    1 A reconciliation of GAAP to non-GAAP measures has been provided in the financial statement tables included in this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures”.
    2 ARR is defined as the annualized value of renewable / recurring customer agreements as of the measurement date, assuming any contract that expires during the next 12 months is renewed at its existing value.

    Conference Call Details

    Fortinet will host a conference call today at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) to discuss the earnings results. A live webcast of the conference call and supplemental slides will be accessible from the Investor Relations page of Fortinet’s website at https://investor.fortinet.com and a replay will be archived and accessible at https://investor.fortinet.com/events-and-presentations.

    First Quarter 2025 Conference Participation Schedule:

    • Morgan Stanley Technology, Media & Telecom Conference
      March 4, 2025

    Members of Fortinet’s management team are expected to present at this conference and discuss the latest company strategies and initiatives. Fortinet’s conference presentations are expected to be available via webcast on the company’s website. To access the most updated information, pre-register and listen to the webcast of each event, please visit the Investor Presentation & Events page of Fortinet’s website at https://investor.fortinet.com/events-and-presentations. The schedule is subject to change.

    About Fortinet (www.fortinet.com)

    Fortinet (Nasdaq: FTNT) is a driving force in the evolution of cybersecurity and the convergence of networking and security. Our mission is to secure people, devices and data everywhere, and today we deliver cybersecurity everywhere our customers need it with the largest integrated portfolio of over 50 enterprise-grade products. Well over half a million customers trust Fortinet’s solutions, which are among the most deployed, most patented and most validated in the industry. The Fortinet Training Institute, one of the largest and broadest training programs in the industry, is dedicated to making cybersecurity training and new career opportunities available to everyone. Collaboration with esteemed organizations from both the public and private sectors, including Computer Emergency Response Teams (“CERTs”), government entities, and academia, is a fundamental aspect of Fortinet’s commitment to enhance cyber resilience globally. FortiGuard Labs, Fortinet’s elite threat intelligence and research organization, develops and utilizes leading-edge machine learning and AI technologies to provide customers with timely and consistently top-rated protection and actionable threat intelligence. Learn more at https://www.fortinet.com, the Fortinet Blog or FortiGuard Labs.

    Copyright © 2025 Fortinet, Inc. All rights reserved. The symbols ® and ™ denote respectively federally registered trademarks and common law trademarks of Fortinet, Inc., its subsidiaries and affiliates. Fortinet’s trademarks include, but are not limited to, the following: Fortinet, the Fortinet logo, FortiGate, FortiOS, FortiGuard, FortiCare, FortiAnalyzer, FortiManager, FortiASIC, FortiClient, FortiCloud, FortiMail, FortiSandbox, FortiADC, FortiAgent, FortiAI, FortiAIOps, FortiAntenna, FortiAP, FortiAPCam, FortiAppSec, FortiAuthenticator, FortiCache, FortiCall, FortiCam, FortiCamera, FortiCarrier, FortiCART, FortiCASB, FortiCentral, FortiCNP, FortiConnect, FortiController, FortiConverter, FortiCSPM, FortiCWP, FortiDAST, FortiDATA, FortiDB, FortiDDoS, FortiDeceptor, FortiDeploy, FortiDevice, FortiDevSec, FortiDLP, FortiEdge, FortiEDR, FortiEndpoint, FortiExplorer, FortiExtender, FortiFirewall, FortiFlex, FortiFone, FortiGSLB, FortiGuest, FortiHypervisor, FortiInsight, FortiIsolator, FortiLAN, FortiLink, FortiMonitor, FortiNAC, FortiNDR, FortiPAM, FortiPenTest, FortiPhish, FortiPoint, FortiPolicy, FortiPortal, FortiPresence, FortiProxy, FortiRecon, FortiRecorder, FortiSASE, FortiScanner, FortiSDNConnector, FortiSEC, FortiSIEM, FortiSMS, FortiSOAR, FortiSRA, FortiStack, FortiSwitch, FortiTester, FortiTIP, FortiToken, FortiTrust, FortiVoice, FortiWAN, FortiWeb, FortiWiFi, FortiWLC, FortiWLM, FortiXDR and Lacework FortiCNAPP. Other trademarks belong to their respective owners. Fortinet has not independently verified statements or certifications herein attributed to third parties and Fortinet does not independently endorse such statements. Notwithstanding anything to the contrary herein, nothing herein constitutes a warranty, guarantee, contract, binding specification or other binding commitment by Fortinet or any indication of intent related to a binding commitment, and performance and other specification information herein may be unique to certain environments.

    FTNT-F

    Forward-Looking Statements

    This press release contains forward-looking statements that involve risks and uncertainties. These forward-looking statements include statements regarding any indications related to future growth and market share gains, our strategy going forward, and guidance and expectations around future financial results, including guidance and expectations for the first quarter of 2025 and full year 2025, and any statements regarding our market opportunity and market size, and business momentum. Although we attempt to be accurate in making forward-looking statements, it is possible that future circumstances might differ from the assumptions on which such statements are based such that actual results are materially different from our forward-looking statements in this release. Important factors that could cause results to differ materially from the statements herein include the following: general economic risks, including those caused by economic challenges, a possible economic downturn or recession and the effects of inflation or stagflation, rising interest rates or reduced information technology spending; supply chain challenges; negative impacts from the ongoing war in Ukraine and its related macroeconomic effects and our decision to reduce operations in Russia; competitiveness in the security market; the dynamic nature of the security market and its products and services; specific economic risks worldwide and in different geographies, and among different customer segments; uncertainty regarding demand and increased business and renewals from existing customers; sales execution risks, including risks in connection with the timing and completion of large strategic deals; uncertainties around continued success in sales growth and market share gains; uncertainties in market opportunities and the market size; actual or perceived vulnerabilities in our supply chain, products or services, and any actual or perceived breach of our network or our customers’ networks; longer sales cycles, particularly for larger enterprise, service providers, government and other large organization customers; the effectiveness of our salesforce and failure to convert sales pipeline into final sales; risks associated with successful implementation of multiple integrated software products and other product functionality risks; risks associated with integrating acquisitions and changes in circumstances and plans associated therewith, including, among other risks, changes in plans related to product and services integrations, product and services plans and sales strategies; sales and marketing execution risks; execution risks around new product development and introductions and innovation; litigation and disputes and the potential cost, distraction and damage to sales and reputation caused thereby or by other factors; cybersecurity threats, breaches and other disruptions; market acceptance of new products and services; the ability to attract and retain personnel; changes in strategy; risks associated with management of growth; lengthy sales and implementation cycles, particularly in larger organizations; technological changes that make our products and services less competitive, including advances in artificial intelligence; risks associated with the adoption of, and demand for, our products and services in general and by specific customer segments, including those caused by competition and pricing pressure; excess product inventory for any reason, including those caused by the effects of increased inflation and interest rates in certain geographies and the war in Ukraine; risks associated with business disruption caused by natural disasters and health emergencies such as earthquakes, fires, power outages, typhoons, floods, health epidemics and viruses, and by manmade events such as civil unrest, labor disruption, international trade disputes, international conflicts such as the war in Ukraine or tensions between China and Taiwan, terrorism, wars, and critical infrastructure attacks; tariffs, trade disputes and other trade barriers, and negative impact on sales based on geo-political dynamics and disputes and protectionist policies, including the impact of any future shutdowns of the U.S. government and the transition in administrations; and the other risk factors set forth from time to time in our most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q and our other filings with the Securities and Exchange Commission (“SEC”), copies of which are available free of charge at the SEC’s website at www.sec.gov or upon request from our investor relations department. All forward-looking statements herein reflect our opinions only as of the date of this release, and we undertake no obligation, and expressly disclaim any obligation, to update forward-looking statements herein in light of new information or future events.

    Non-GAAP Financial Measures

    We have provided in this release financial information that has not been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). These non-GAAP financial and liquidity measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similar measures presented by other companies. We use these non-GAAP financial measures internally in analyzing our financial results and believe they are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance. We believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial results with peer companies, many of which present similar non-GAAP financial measures to investors.

    Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures provided in the financial statement tables below.

    Billings (non-GAAP). We define billings as revenue recognized in accordance with GAAP plus the change in deferred revenue from the beginning to the end of the period less any deferred revenue balances acquired from business combination(s) during the period. We consider billings to be a useful metric for management and investors because billings drive current and future revenue, which is an important indicator of the health and viability of our business. There are a number of limitations related to the use of billings instead of GAAP revenue. First, billings include amounts that have not yet been recognized as revenue and are impacted by the term of security and support agreements. Second, we may calculate billings in a manner that is different from peer companies that report similar financial measures. Management accounts for these limitations by providing specific information regarding GAAP revenue and evaluating billings together with GAAP revenue.

    Free cash flow (non-GAAP). We define free cash flow as net cash provided by operating activities minus purchases of property and equipment. We believe free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that, after capital expenditures, can be used for strategic opportunities, including repurchasing outstanding common stock, investing in our business, making strategic acquisitions and strengthening the balance sheet. A limitation of using free cash flow rather than the GAAP measures of cash provided by or used in operating activities, investing activities, and financing activities is that free cash flow does not represent the total increase or decrease in the cash and cash equivalents balance for the period because it excludes investing activities other than capital expenditures and cash flows from financing activities. Management accounts for this limitation by providing information about our capital expenditures and other investing and financing activities on the face of the cash flow statement and under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in our most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K and by presenting cash flows from investing and financing activities in our reconciliation of free cash flow. In addition, it is important to note that other companies, including companies in our industry, may not use free cash flow, may calculate free cash flow in a different manner than we do or may use other financial measures to evaluate their performance, all of which could reduce the usefulness of free cash flow as a comparative measure.

    Non-GAAP operating income and operating margin. We define non-GAAP operating income as operating income plus stock-based compensation, amortization of acquired intangible assets and charges in connection with litigation settlement, less gain on intellectual property matter and, when applicable, other significant non-recurring items in a given quarter. Non-GAAP operating margin is defined as non-GAAP operating income divided by GAAP revenue. We consider these non-GAAP financial measures to be useful metrics for management and investors because they exclude the items noted above so that our management and investors can compare our recurring core business operating results over multiple periods. There are a number of limitations related to the use of non-GAAP operating income instead of operating income calculated in accordance with GAAP. First, non-GAAP operating income excludes the items noted above. Second, the components of the costs that we exclude from our calculation of non-GAAP operating income may differ from the components that peer companies exclude when they report their non-GAAP results of operations. Management accounts for these limitations by providing specific information regarding the GAAP amounts excluded from non-GAAP operating income and evaluating non-GAAP operating income together with operating income calculated in accordance with GAAP.

    Non-GAAP net income and diluted net income per share. We define non-GAAP net income as net income plus the items noted above under non-GAAP operating income and operating margin. In addition, we adjust non-GAAP net income and diluted net income per share for a gain on bargain purchase related to acquisition, a non-cash charge of impairment on an equity method investment and a tax adjustment required for an effective tax rate on a non-GAAP basis, which differs from the GAAP effective tax rate. We define non-GAAP diluted net income per share as non-GAAP net income divided by the non-GAAP diluted weighted-average shares outstanding. We consider these non-GAAP financial measures to be useful metrics for management and investors for the same reasons that we use non-GAAP operating income and non-GAAP operating margin. However, in order to provide a more complete picture of our recurring core business operating results, we include in non-GAAP net income and non-GAAP diluted net income per share, the tax adjustment required resulting in an effective tax rate on a non-GAAP basis, which often differs from the GAAP tax rate. We believe the non-GAAP effective tax rates we use are reasonable estimates of normalized tax rates for our current and prior fiscal years under our global operating structure. The same limitations described above regarding our use of non-GAAP operating income and non-GAAP operating margin apply to our use of non-GAAP net income and non-GAAP diluted net income per share. We account for these limitations by providing specific information regarding the GAAP amounts excluded from non-GAAP net income and non-GAAP diluted net income per share and evaluating non-GAAP net income and non-GAAP diluted net income per share together with net income and diluted net income per share calculated in accordance with GAAP.

    FORTINET, INC.

    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited, in millions)
     
      December 31,
    2024
      December 31,
    2023
    ASSETS      
    CURRENT ASSETS:      
    Cash and cash equivalents $ 2,875.9     $ 1,397.9  
    Short-term investments   1,126.4       1,021.5  
    Marketable equity securities   64.2       21.0  
    Accounts receivable—net   1,463.4       1,402.0  
    Inventory   315.5       484.8  
    Prepaid expenses and other current assets   126.1       101.1  
    Total current assets   5,971.5       4,428.3  
    PROPERTY AND EQUIPMENT—NET   1,349.5       1,044.4  
    DEFERRED CONTRACT COSTS   622.9       605.6  
    DEFERRED TAX ASSETS   1,335.6       868.8  
    GOODWILL AND OTHER INTANGIBLE ASSETS—NET   350.4       161.8  
    OTHER ASSETS   133.2       150.0  
    TOTAL ASSETS $ 9,763.1     $ 7,258.9  
    LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)      
    CURRENT LIABILITIES:      
    Accounts payable $ 190.9     $ 204.3  
    Accrued liabilities   337.9       423.7  
    Accrued payroll and compensation   255.7       242.3  
    Deferred revenue   3,276.2       2,848.7  
    Total current liabilities   4,060.7       3,719.0  
    DEFERRED REVENUE   3,084.7       2,886.3  
    LONG-TERM DEBT   994.3       992.3  
    OTHER LIABILITIES   129.6       124.7  
    Total liabilities   8,269.3       7,722.3  
    COMMITMENTS AND CONTINGENCIES      
    STOCKHOLDERS’ EQUITY (DEFICIT):      
    Common stock   0.8       0.8  
    Additional paid-in capital   1,636.2       1,416.4  
    Accumulated other comprehensive loss   (26.1 )     (18.9 )
    Accumulated deficit   (117.1 )     (1,861.7 )
    Total stockholders’ equity (deficit)   1,493.8       (463.4 )
    TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 9,763.1     $ 7,258.9  
    FORTINET, INC.

    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    (Unaudited, in millions, except per share amounts)

     
      Three Months Ended   Year Ended
      December 31,
    2024
      December 31,
    2023
      December 31,
    2024
      December 31,
    2023
    REVENUE:              
    Product $ 574.0     $ 488.1     $ 1,908.7     $ 1,927.3  
    Service   1,086.1       927.0       4,047.1       3,377.5  
    Total revenue   1,660.1       1,415.1       5,955.8       5,304.8  
    COST OF REVENUE:              
    Product   178.0       197.2       652.0       763.6  
    Service   136.5       118.7       505.6       473.6  
    Total cost of revenue   314.5       315.9       1,157.6       1,237.2  
    GROSS PROFIT:              
    Product   396.0       290.9       1,256.7       1,163.7  
    Service   949.6       808.3       3,541.5       2,903.9  
    Total gross profit   1,345.6       1,099.2       4,798.2       4,067.6  
    OPERATING EXPENSES:              
    Research and development   191.1       152.5       716.8       613.8  
    Sales and marketing   526.5       507.4       2,044.8       2,006.0  
    General and administrative   55.1       55.1       237.8       211.3  
    Gain on intellectual property matter   (1.2 )     (1.2 )     (4.6 )     (4.6 )
    Total operating expenses   771.5       713.8       2,994.8       2,826.5  
    OPERATING INCOME   574.1       385.4       1,803.4       1,241.1  
    INTEREST INCOME   42.3       30.5       155.2       119.7  
    INTEREST EXPENSE   (4.9 )     (5.4 )     (20.0 )     (21.0 )
    GAIN ON BARGAIN PURCHASE               106.3        
    OTHER INCOME (EXPENSE)—NET   6.9       5.1       13.6       (6.1 )
    INCOME BEFORE INCOME TAXES AND LOSS FROM EQUITY METHOD INVESTMENTS   618.4       415.6       2,058.5       1,333.7  
    PROVISION FOR INCOME TAXES   86.7       95.2       283.9       143.8  
    LOSS FROM EQUITY METHOD INVESTMENTS   (5.5 )     (9.5 )     (29.4 )     (42.1 )
    NET INCOME $ 526.2     $ 310.9     $ 1,745.2     $ 1,147.8  
    Net income per share:              
    Basic $ 0.69     $ 0.41     $ 2.28     $ 1.47  
    Diluted $ 0.68     $ 0.40     $ 2.26     $ 1.46  
    Weighted-average shares outstanding:              
    Basic   766.5       764.9       764.4       778.6  
    Diluted   775.2       772.3       771.9       788.2  
    FORTINET, INC.

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited, in millions)

     
      Year Ended
      December 31,
    2024
      December 31,
    2023
    CASH FLOWS FROM OPERATING ACTIVITIES:      
    Net income $ 1,745.2     $ 1,147.8  
    Adjustments to reconcile net income to net cash provided by operating activities:      
    Stock-based compensation   257.9       249.0  
    Amortization of deferred contract costs   293.7       266.3  
    Depreciation and amortization   122.8       113.4  
    Amortization of investment discounts   (48.8 )     (27.7 )
    Loss from equity method investments   29.4       42.1  
    Gain on bargain purchase   (106.3 )      
    Other   (15.2 )     18.5  
    Changes in operating assets and liabilities, net of impact of business combinations:      
    Accounts receivable—net   (45.4 )     (146.4 )
    Inventory   131.2       (253.5 )
    Prepaid expenses and other current assets   (13.7 )     (27.6 )
    Deferred contract costs   (311.1 )     (353.5 )
    Deferred tax assets   (223.2 )     (301.9 )
    Other assets   (11.0 )     17.7  
    Accounts payable   (10.2 )     (43.1 )
    Accrued liabilities   (106.7 )     137.4  
    Accrued payroll and compensation         23.4  
    Other liabilities   (8.3 )     (21.7 )
    Deferred revenue   577.8       1,095.3  
         Net cash provided by operating activities   2,258.1       1,935.5  
    CASH FLOWS FROM INVESTING ACTIVITIES:      
    Purchases of investments   (1,948.6 )     (1,855.8 )
    Sales of investments   0.5       4.0  
    Maturities of investments   1,891.7       1,414.8  
    Purchases of property and equipment   (378.9 )     (204.1 )
    Purchase of investment in privately held company         (8.5 )
    Payments made in connection with business combinations, net of cash acquired   (275.5 )      
    Purchases of marketable equity securities   (16.7 )      
    Other   0.1       0.3  
         Net cash used in investing activities   (727.4 )     (649.3 )
    CASH FLOWS FROM FINANCING ACTIVITIES:      
    Repurchase and retirement of common stock   (0.6 )     (1,500.5 )
    Proceeds from issuance of common stock   63.1       43.8  
    Taxes paid related to net share settlement of equity awards   (100.9 )     (112.5 )
    Other   (11.7 )     (1.2 )
         Net cash used in financing activities   (50.1 )     (1,570.4 )
    EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS   (2.6 )     (0.8 )
    NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS   1,478.0       (285.0 )
    CASH AND CASH EQUIVALENTS—Beginning of year   1,397.9       1,682.9  
    CASH AND CASH EQUIVALENTS—End of year $ 2,875.9     $ 1,397.9  
    Reconciliations of non-GAAP results of operations measures to the nearest comparable GAAP measures
    (Unaudited, in millions, except per share amounts)

    Reconciliation of GAAP operating income to non-GAAP operating income, operating margin, net income and diluted net income per share

      Three Months Ended   Year Ended
      December 31,
    2024
      December 31,
    2023
      December 31,
    2024
      December 31,
    2023
    Reconciliation of non-GAAP operating income:              
    GAAP operating income $ 574.1     $ 385.4     $ 1,803.4     $ 1,241.1  
    GAAP operating margin   34.6 %     27.2 %     30.3 %     23.4 %
    Add back:              
    Stock‐based compensation   66.5       64.0       260.2       251.6  
    Amortization of acquired intangible assets   11.5       5.3       23.1       18.9  
    Litigation-related matter (a)               3.2        
    Gain on intellectual property matter   (1.2 )     (1.2 )     (4.6 )     (4.6 )
    Non‐GAAP operating income $ 650.9     $ 453.5     $ 2,085.3     $ 1,507.0  
    Non‐GAAP operating margin   39.2 %     32.0 %     35.0 %     28.4 %
                   
    Reconciliation of non-GAAP net income:              
    GAAP net income $ 526.2     $ 310.9     $ 1,745.2     $ 1,147.8  
    Add back:              
    Stock‐based compensation   66.5       64.0       260.2       251.6  
    Amortization of acquired intangible assets   11.5       5.3       23.1       18.9  
    Litigation-related matter (a)               3.2        
    Gain on intellectual property matter   (1.2 )     (1.2 )     (4.6 )     (4.6 )
    Gain on bargain purchase (b)               (106.3 )      
    Tax adjustment (c)   (31.5 )     13.0       (95.9 )     (128.1 )
    Non-cash charge on equity method investment (d)               8.0        
    Non-GAAP net income $ 571.5     $ 392.0     $ 1,832.9     $ 1,285.6  
                   
    Non-GAAP net income per share, diluted              
    Non-GAAP net income $ 571.5     $ 392.0     $ 1,832.9     $ 1,285.6  
    Non-GAAP shares used in diluted net income per share calculations   775.2       772.3       771.9       788.2  
    Non-GAAP net income per share, diluted $ 0.74     $ 0.51     $ 2.37     $ 1.63  
                   
    Reconciliation of non-GAAP net income per share, diluted              
    GAAP net income per share, diluted $ 0.68     $ 0.40     $ 2.26     $ 1.46  
    Add back:              
    Non-GAAP adjustments to net income per share   0.06       0.11       0.11       0.17  
    Non-GAAP net income per share, diluted $ 0.74     $ 0.51     $ 2.37     $ 1.63  

    (a) To exclude a $3.2 million adjustment for a litigation settlement in the three months ended September 30, 2024.
    (b) To exclude a $106.3 million gain on bargain purchase related to our acquisition of Lacework Inc in the three months ended September 30, 2024.
    (c) Non-GAAP financial information is adjusted to an effective tax rate of 17% in the three months and year ended December 31, 2024 and 2023, respectively, on a non-GAAP basis, which differs from the GAAP effective tax rate.
    (d) To exclude an $8.0 million non-cash charge of impairment on our equity method investment in Linksys.

    Reconciliation of net cash provided by operating activities to free cash flow

      Three Months Ended   Year Ended
      December 31,
    2024
      December 31,
    2023
      December 31,
    2024
      December 31,
    2023
    Net cash provided by operating activities $ 477.6     $ 191.7     $ 2,258.1     $ 1,935.5  
    Less: Purchases of property and equipment   (97.6 )     (26.9 )     (378.9 )     (204.1 )
    Free cash flow $ 380.0     $ 164.8     $ 1,879.2     $ 1,731.4  
    Net cash used in investing activities $ (79.9 )   $ (71.6 )   $ (727.4 )   $ (649.3 )
    Net cash used in financing activities $ (8.8 )   $ (910.1 )   $ (50.1 )   $ (1,570.4 )


    Reconciliation of total revenue to total billings

      Three Months Ended   Year Ended
      December 31,
    2024
      December 31,
    2023
      December 31,
    2024
      December 31,
    2023
    Total revenue $ 1,660.1     $ 1,415.1     $ 5,955.8     $ 5,304.8  
    Add: Change in deferred revenue   349.2       449.7       625.9       1,094.7  
    Less: Deferred revenue balance acquired in business acquisitions   (6.8 )           (49.2 )      
    Total billings $ 2,002.5     $ 1,864.8     $ 6,532.5     $ 6,399.5  
    Investor Contact: Media Contact:
       
    Aaron Ovadia Michelle Zimmermann
    Fortinet, Inc. Fortinet, Inc.
    408-235-7700 408-235-7700
    investors@fortinet.com pr@fortinet.com

    The MIL Network

  • MIL-OSI: Globalink Investment Inc. Announces Extension of the Deadline to Complete a Business Combination to March 9, 2025

    Source: GlobeNewswire (MIL-OSI)

    New York, NY, Feb. 06, 2025 (GLOBE NEWSWIRE) — Globalink Investment Inc. (OTC Pink: GLLI, GLLIW, GLLIR, GLLIU) (“Globalink” or the “Company”), a special purpose acquisition company, announced today that on February 5, 2025, it caused to be deposited $60,000 (the “Extension Payment”) into its trust account (the “Trust Account”) with Continental Stock Transfer and Trust Company (“Continental”) to extend the deadline to complete its initial business combination from February 9, 2025 to March 9, 2025. The extension is the twentieth extension since the consummation of the Company’s initial public offering on December 9, 2021, and the third of up to six extensions permitted under the Company’s governing documents currently in effect.

    About Globalink Investment Inc.

    Globalink is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although there is no restriction or limitation on what industry or geographic region, Globalink intends to pursue targets in North America, Europe, Southeast Asia, and Asia (excluding China, Hong Kong and Macau) in the medical technology and green energy industry.

    Cautionary Statement Regarding Forward-Looking Statements

    Certain statements in this press release are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “outlook,” “guidance” or the negative of those terms or other comparable terminology. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause future events to differ materially from those in the forward-looking statements, many of which are outside of the Company’s control. These factors include, but are not limited to, a variety of risk factors affecting the Company’s business and prospects, see the section titled “Risk Factors” in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on April 2, 2024 and the prospectus filed with the SEC on December 6, 2021 and subsequent reports filed with the SEC, as amended from time to time. Any forward-looking statements are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

    Globalink Contact:

    Say Leong Lim
    Globalink Investment Inc.
    Telephone: +6012 405 0015
    Email: sllim@globalinkinvestment.com

    The MIL Network

  • MIL-OSI: DTE Energy names Casey Santos to board of directors

    Source: GlobeNewswire (MIL-OSI)

    Detroit, Feb. 06, 2025 (GLOBE NEWSWIRE) — DTE Energy (NYSE: DTE) has named Casey Santos to its board of directors effective Feb. 6. Santos recently joined Caliber as chief technology officer. Prior to Caliber, Santos led Asurion’s global technology and procurement teams as their chief information officer. She has more than 25 years of experience as an executive leader, an independent board director for public and private organizations, and advisor with expertise across a diverse range of industries, business lines and functions.  

    “We are pleased to welcome Casey to DTE Energy’s board of directors,” said Jerry Norcia, chairman and CEO of DTE Energy. “Her deep expertise in leading innovation, digital transformation, artificial intelligence and cybersecurity will be invaluable to DTE as we work to build the grid of the future and deliver safe, reliable, affordable and cleaner energy to our customers now and in the years to come.”

    “DTE Energy’s mission to improve people’s lives with their energy directly aligns with my values,” Santos said.  “Energy is essential to modern life, and I look forward to contributing my personal energy to serve millions of people in Michigan and across the United States.” 

    Prior to her work at Asurion, Santos held technology leadership roles in the finance industry and was a strategy consultant with McKinsey serving clients in the United States and Europe. Santos began her career as a NASA Flight Controller supporting over 20 space shuttle missions, including the first MIR docking and Hubble Telescope repair missions.

    Santos earned a Bachelor of Science degree in aeronautics and astronautics from Massachusetts Institute of Technology and holds dual master’s degrees from the University of Pennsylvania, including a Master of Business Administration from the Wharton School and a Master of Arts in management from the Lauder Institute. She has been recognized for her contributions to the industry and community, most recently as a Top 100 Chief in Tech Leaders to Watch in 2024 by WomenTech Network, Nashville Technology Council’s CIO of the Year in 2023, and a HiTec 100 Leader in 2019 and 2023. She is a member of Latino Corporate Directors Association, Women Corporate Directors, NACD, and T200. She is the Board Chair of the Nashville Technology Council and works with non-profits to help advance STEM education and technology leadership.

    About DTE Energy 

    DTE Energy (NYSE:DTE) is a Detroit-based diversified energy company involved in the development and management of energy-related businesses and services nationwide. Its operating units include an electric company serving 2.3 million customers in Southeast Michigan and a natural gas company serving 1.3 million customers across Michigan. The DTE portfolio also includes energy businesses focused on custom energy solutions, renewable energy generation, and energy marketing and trading. DTE has continued to accelerate its carbon reduction goals to meet aggressive targets and is committed to serving with its energy through volunteerism, education and employment initiatives, philanthropy, emission reductions and economic progress. Information about DTE is available at dteenergy.com, empoweringmichigan.com, x.com/DTE_Energy and facebook.com/dteenergy

    Attachment

    The MIL Network

  • MIL-OSI: APA Corporation Declares Cash Dividend on Common Shares

    Source: GlobeNewswire (MIL-OSI)

    HOUSTON, Feb. 06, 2025 (GLOBE NEWSWIRE) — The board of directors of APA Corporation (Nasdaq: APA) has declared a regular cash dividend on the company’s common shares.

    The dividend on common shares is payable May 22, 2025, to stockholders of record on April 22, 2025, at a rate of 25 cents per share on the corporation’s common stock.

    About APA
    APA Corporation owns consolidated subsidiaries that explore for and produce oil and natural gas in the United States, Egypt and the United Kingdom and that explore for oil and natural gas offshore Suriname and elsewhere. APA posts announcements, operational updates, investor information and press releases on its website, www.apacorp.com.

    Contacts
    Investor: (281) 302-2286 Ben Rodgers
    Media: (713) 296-7276 Alexandra Franceschi
    Website: www.apacorp.com

    APA-F

    The MIL Network

  • MIL-OSI: Microchip Technology Announces Financial Results for Third Quarter of Fiscal Year 2025

    Source: GlobeNewswire (MIL-OSI)

    • Net sales of $1.026 billion, down 11.8% sequentially and down 41.9% from the year ago quarter. Our updated guidance provided on December 2, 2024 was net sales of $1.025 billion.
    • On a GAAP basis: gross profit of 54.7%; operating income of $30.9 million and 3.0% of net sales; net loss of $53.6 million; and loss of $0.10 per diluted share. Our guidance provided on November 5, 2024 was for GAAP earnings (loss) per share of $(0.04) to $0.03 per diluted share.
    • On a Non-GAAP basis: gross profit of 55.4%; operating income of $210.7 million and 20.5% of net sales; net income of $107.3 million; and EPS of $0.20 per diluted share. Our updated guidance provided on December 2, 2024 was for Non-GAAP EPS of $0.25 per diluted share.
    • Returned approximately $244.6 million to stockholders in the December quarter through dividends.
    • Quarterly dividend declared today for the March quarter of 45.5 cents per share, an increase of 1.1% from the year ago quarter.

    CHANDLER, Ariz., Feb. 06, 2025 (GLOBE NEWSWIRE) — (NASDAQ: MCHP) – Microchip Technology Incorporated, a leading provider of smart, connected, and secure embedded control solutions, today reported results for the three months ended December 31, 2024, as summarized in the table below.

      Three Months Ended December 31, 2024(1)
    Net sales $1,026.0      
      GAAP % Non-GAAP(2) %
    Gross profit $561.4 54.7% $568.8 55.4%
    Operating income $30.9 3.0% $210.7 20.5%
    Other expense $(77.0)   $(76.7)  
    Income tax provision $7.5   $26.7  
    Net (loss) income $(53.6) (5.2)% $107.3 10.5%
    Net (loss) income per diluted share $(0.10)   $0.20  

    (1) In millions, except per share amounts and percentages of net sales.
    (2) See the “Use of Non-GAAP Financial Measures” section of this release.

    Net sales for the third quarter of fiscal 2025 were $1.026 billion, down 41.9% from net sales of $1.766 billion in the prior year’s third fiscal quarter.

    GAAP net loss for the third quarter of fiscal 2025 was $53.6 million, or $0.10 per diluted share, down from GAAP net income of $419.2 million, or $0.77 per diluted share, in the prior year’s third fiscal quarter. For the third quarters of fiscal 2025 and fiscal 2024, GAAP results were adversely impacted by amortization of acquired intangible assets associated with our previous acquisitions.

    Non-GAAP net income for the third quarter of fiscal 2025 was $107.3 million, or $0.20 per diluted share, down from non-GAAP net income of $592.7 million, or $1.08 per diluted share, in the prior year’s third fiscal quarter. For the third quarters of fiscal 2025 and fiscal 2024, our non-GAAP results exclude the effect of share-based compensation, expenses related to our acquisition activities (including intangible asset amortization, severance, and other restructuring costs, and legal and other general and administrative expenses associated with acquisitions including legal fees and expenses for litigation and investigations related to our Microsemi acquisition), professional services associated with certain legal matters, and losses on the settlement of debt. For the third quarters of fiscal 2025 and fiscal 2024, our non-GAAP income tax expense is presented based on projected cash taxes for the applicable fiscal year, excluding transition tax payments under the Tax Cuts and Jobs Act. A reconciliation of our non-GAAP and GAAP results is included in this press release.

    Microchip announced today that its Board of Directors declared a quarterly cash dividend on its common stock of 45.5 cents per share, up 1.1% from the year ago quarter. The quarterly dividend is payable on March 7, 2025 to stockholders of record on February 24, 2025.

    “Our December quarter performance reflects the need for the decisive steps we are taking to realign our business, as revenue declined to $1.026 billion and inventory levels reached 266 days,” said Steve Sanghi, Microchip’s CEO and President. “Since returning as CEO in November, we have already initiated several key actions, including restructuring our manufacturing footprint, adjusting our channel strategy and intensifying our customer engagement. Our initial assessment indicates clear areas for operational enhancement, and we are taking a methodical yet urgent approach to evaluating all aspects of our business and implementing necessary changes to strengthen our competitive position.”

    Eric Bjornholt, Microchip’s Chief Financial Officer, said, “We are executing on multiple operational initiatives to enhance our financial performance. Our focus remains on returning to premium profitability levels that have historically differentiated Microchip, supported by our diversified business model. While navigating the current cycle, we continue to focus on inventory management while maintaining our commitment to shareholder returns.”

    Rich Simoncic, Microchip’s Chief Operating Officer, said, “Our comprehensive technology platform is driving innovation across critical markets, with our new RISC-V processors and expanded connectivity solutions demonstrating strong momentum in industrial, automotive, and aerospace applications. By delivering advanced AI capabilities, enhanced networking, and robust security technologies, we believe we are well-positioned to meet the evolving needs of our customers in increasingly complex technological environments.”

    Mr. Sanghi concluded, “While we have seen substantial inventory destocking at our customers and channel partners, we believe the correction cycle is still not completed. Our March quarter bookings are running at a higher rate than December, though overall levels remain low. With net sales guidance of $920.0 million to $1.000 billion for our March quarter, we maintain a cautious but focused approach and look forward to providing a comprehensive update during our business update call on March 3, 2025.”

    Fourth Quarter Fiscal Year 2025 Outlook:

    The following statements are based on current expectations. These statements are forward-looking, and actual results may differ materially.

      Microchip Consolidated Guidance
    Net Sales $920.0 million to $1.000 billion    
      GAAP(5) Non-GAAP Adjustments(1) Non-GAAP(1)
    Gross Profit 51.2% to 53.1% $7.8 to $8.8 million 52.0% to 54.0%
    Operating Expenses(2) 56.1% to 60.0% $179.7 to $183.7 million 37.7% to 40.5%
    Operating Income (loss) (8.9)% to (2.9)% $187.5 to $192.5 million 11.5% to 16.3%
    Other Expense, net $69.7 to $71.3 million $(0.2) to $0.2 million $69.5 to $71.5 million
    Income Tax (Benefit) Provision $(24.5) to $(19.8) million(3) $29.5 to $33.4 million $5.0 to $13.6 million(4)
    Net Income (loss) $(128.5) to $(79.4) million $157.8 to $159.3 million $29.3 to $79.9 million
    Diluted Common Shares Outstanding Approximately 538.4 million shares   Approximately 541.5 to 542.5 million shares
    Earnings (loss) per Diluted Share $(0.24) to $(0.14) $0.29 $0.05 to $0.15

    (1) See the “Use of Non-GAAP Financial Measures” section of this release for information regarding our non-GAAP guidance.
    (2) We are not able to estimate the amount of certain Special Charges and Other, net that may be incurred during the quarter ending March 31, 2025. Therefore, our estimate of GAAP operating expenses excludes certain amounts that may be recognized as Special Charges and Other, net in the quarter ending March 31, 2025.
    (3) The forecast for GAAP tax expense excludes any unexpected tax events that may occur during the quarter, as these amounts cannot be forecasted.
    (4) Represents the expected cash tax rate for fiscal 2025, excluding any transition tax payments associated with the Tax Cuts and Jobs Act.
    (5) Our GAAP guidance excludes the impact of any potential charges related to our ongoing evaluation of restructuring activities.

    Capital expenditures for the quarter ending March 31, 2025 are expected to be about $23 million. Capital expenditures for all of fiscal 2025 are expected to be about $135 million. Consistent with the slowing macroeconomic environment in fiscal 2025, we have paused most of our factory expansion actions and reduced our planned capital investments through fiscal 2026. However, we are adding capital equipment to selectively expand our production capacity and add research and development equipment.

    Under the GAAP revenue recognition standard, we are required to recognize revenue when control of the product changes from us to a customer or distributor. We focus our sales and marketing efforts on creating demand for our products in the end markets we serve and not on moving inventory into our distribution network. We also manage our manufacturing and supply chain operations, including our distributor relationships, towards the goal of having our products available at the time and location the end customer desires.

    Use of Non-GAAP Financial Measures: Our non-GAAP adjustments, where applicable, include the effect of share-based compensation, expenses related to our acquisition activities (including intangible asset amortization, severance, and other restructuring costs, and legal and other general and administrative expenses associated with acquisitions including legal fees and expenses for litigation and investigations related to our Microsemi acquisition), professional services associated with certain legal matters, and losses on the settlement of debt. For the third quarters of fiscal 2025 and fiscal 2024, our non-GAAP income tax expense is presented based on projected cash taxes for the fiscal year, excluding transition tax payments under the Tax Cuts and Jobs Act.

    We are required to estimate the cost of certain forms of share-based compensation, including employee stock options, restricted stock units, and our employee stock purchase plan, and to record a commensurate expense in our income statement. Share-based compensation expense is a non-cash expense that varies in amount from period to period and is affected by the price of our stock at the date of grant. The price of our stock is affected by market forces that are difficult to predict and are not within the control of management. Our other non-GAAP adjustments are either non-cash expenses, unusual or infrequent items, or other expenses related to transactions. Management excludes all of these items from its internal operating forecasts and models.

    We are using non-GAAP operating expenses in dollars, including non-GAAP research and development expenses and non-GAAP selling, general and administrative expenses, non-GAAP other expense, net, and non-GAAP income tax rate, which exclude the items noted above, as applicable, to permit additional analysis of our performance.

    Management believes these non-GAAP measures are useful to investors because they enhance the understanding of our historical financial performance and comparability between periods. Many of our investors have requested that we disclose this non-GAAP information because they believe it is useful in understanding our performance as it excludes non-cash and other charges that many investors feel may obscure our underlying operating results. Management uses non-GAAP measures to manage and assess the profitability of our business and for compensation purposes. We also use our non-GAAP results when developing and monitoring our budgets and spending. Our determination of these non-GAAP measures might not be the same as similarly titled measures used by other companies, and it should not be construed as a substitute for amounts determined in accordance with GAAP. There are limitations associated with using these non-GAAP measures, including that they exclude financial information that some may consider important in evaluating our performance. Management compensates for this by presenting information on both a GAAP and non-GAAP basis for investors and providing reconciliations of the GAAP and non-GAAP results.

    Generally, gross profit fluctuates over time, driven primarily by the mix of products sold and licensing revenue; variances in manufacturing yields; fixed cost absorption; wafer fab loading levels; costs of wafers from foundries; inventory reserves; pricing pressures in our non-proprietary product lines; and competitive and economic conditions. Operating expenses fluctuate over time, primarily due to net sales and profit levels.

    Diluted Common Shares Outstanding can vary for, among other things, the trading price of our common stock, the exercise of options or vesting of restricted stock units, the potential for incremental dilutive shares from our convertible debentures (additional information regarding our share count is available in the investor relations section of our website under the heading “Supplemental Information”), and repurchases or issuances of shares of our common stock. The diluted common shares outstanding presented in the guidance table above assumes an average Microchip stock price in the March 2025 quarter between $55 and $65 per share (however, we make no prediction as to what our actual share price will be for such period or any other period and we cannot estimate what our stock option exercise activity will be during the quarter).

     
    MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (in millions, except per share amounts; unaudited)
     
      Three Months Ended December 31,   Nine Months Ended December 31,
        2024       2023       2024       2023  
    Net sales $ 1,026.0     $ 1,765.7     $ 3,431.1     $ 6,308.6  
    Cost of sales   464.6       645.7       1,464.3       2,102.8  
    Gross profit   561.4       1,120.0       1,966.8       4,205.8  
                   
    Research and development   246.2       266.0       728.6       857.1  
    Selling, general and administrative   158.2       172.2       465.7       572.4  
    Amortization of acquired intangible assets   122.6       151.3       368.3       454.2  
    Special charges and other, net   3.5       1.1       7.6       4.6  
    Operating expenses   530.5       590.6       1,570.2       1,888.3  
                   
    Operating income   30.9       529.4       396.6       2,317.5  
                   
    Other expense, net   (77.0 )     (45.1 )     (189.4 )     (151.3 )
    (Loss) income before income taxes   (46.1 )     484.3       207.2       2,166.2  
    Income tax provision   7.5       65.1       53.1       414.0  
    Net (loss) income $ (53.6 )   $ 419.2     $ 154.1     $ 1,752.2  
                   
    Basic net (loss) income per common share $ (0.10 )   $ 0.78     $ 0.29     $ 3.23  
    Diluted net (loss) income per common share $ (0.10 )   $ 0.77     $ 0.28     $ 3.19  
                   
    Basic common shares outstanding   537.4       540.8       536.9       543.0  
    Diluted common shares outstanding   537.4       546.5       542.1       549.0  
     
    MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (in millions; unaudited)
     
    ASSETS
      December 31,   March 31,
        2024       2024  
    Cash and short-term investments $ 586.0     $ 319.7  
    Accounts receivable, net   857.2       1,143.7  
    Inventories   1,356.3       1,316.0  
    Other current assets   196.3       233.6  
    Total current assets   2,995.8       3,013.0  
           
    Property, plant and equipment, net   1,152.1       1,194.6  
    Other assets   11,484.3       11,665.6  
    Total assets $ 15,632.2     $ 15,873.2  
           
    LIABILITIES AND STOCKHOLDERS’ EQUITY
           
    Accounts payable and accrued liabilities $ 1,330.3     $ 1,520.0  
    Current portion of long-term debt         999.4  
    Total current liabilities   1,330.3       2,519.4  
           
    Long-term debt   6,749.5       5,000.4  
    Long-term income tax payable   598.7       649.2  
    Long-term deferred tax liability   22.9       28.8  
    Other long-term liabilities   899.3       1,017.6  
           
    Stockholders’ equity   6,031.5       6,657.8  
    Total liabilities and stockholders’ equity $ 15,632.2     $ 15,873.2  


    MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES

    RECONCILIATION OF GAAP TO NON-GAAP MEASURES
    (in millions, except per share amounts and percentages; unaudited)

    RECONCILIATION OF GAAP GROSS PROFIT TO NON-GAAP GROSS PROFIT

      Three Months Ended December 31,   Nine Months Ended December 31,
        2024       2023       2024       2023  
    Gross profit, as reported $ 561.4     $ 1,120.0     $ 1,966.8     $ 4,205.8  
    Share-based compensation expense   7.4       6.0       18.3       20.2  
    Cybersecurity incident expenses               20.1        
    Non-GAAP gross profit $ 568.8     $ 1,126.0     $ 2,005.2     $ 4,226.0  
    GAAP gross profit percentage   54.7 %     63.4 %     57.3 %     66.7 %
    Non-GAAP gross profit percentage   55.4 %     63.8 %     58.4 %     67.0 %

    RECONCILIATION OF GAAP RESEARCH AND DEVELOPMENT EXPENSES TO NON-GAAP RESEARCH AND DEVELOPMENT EXPENSES

      Three Months Ended December 31,   Nine Months Ended December 31,
        2024       2023       2024       2023  
    Research and development expenses, as reported $ 246.2     $ 266.0     $ 728.6     $ 857.1  
    Share-based compensation expense   (28.8 )     (24.4 )     (79.0 )     (71.0 )
    Other adjustments         (0.1 )           (0.5 )
    Non-GAAP research and development expenses $ 217.4     $ 241.5     $ 649.6     $ 785.6  
    GAAP research and development expenses as a percentage of net sales   24.0 %     15.1 %     21.2 %     13.6 %
    Non-GAAP research and development expenses as a percentage of net sales   21.2 %     13.7 %     18.9 %     12.5 %

    RECONCILIATION OF GAAP SELLING, GENERAL AND ADMINISTRATIVE EXPENSES TO NON-GAAP SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

      Three Months Ended December 31,   Nine Months Ended December 31,
        2024       2023       2024       2023  
    Selling, general and administrative expenses, as reported $ 158.2     $ 172.2     $ 465.7     $ 572.4  
    Share-based compensation expense   (13.2 )     (14.4 )     (42.4 )     (43.5 )
    Cybersecurity incident expenses               (1.3 )      
    Other adjustments   (3.9 )     (1.0 )     (7.3 )     (0.5 )
    Professional services associated with certain legal matters   (0.4 )     (0.4 )     (1.1 )     (1.2 )
    Non-GAAP selling, general and administrative expenses $ 140.7     $ 156.4     $ 413.6     $ 527.2  
    GAAP selling, general and administrative expenses as a percentage of net sales   15.4 %     9.8 %     13.6 %     9.1 %
    Non-GAAP selling, general and administrative expenses as a percentage of net sales   13.7 %     8.9 %     12.1 %     8.4 %

    RECONCILIATION OF GAAP OPERATING EXPENSES TO NON-GAAP OPERATING EXPENSES

      Three Months Ended December 31,   Nine Months Ended December 31,
        2024       2023       2024       2023  
    Operating expenses, as reported $ 530.5     $ 590.6     $ 1,570.2     $ 1,888.3  
    Share-based compensation expense   (42.0 )     (38.8 )     (121.4 )     (114.5 )
    Cybersecurity incident expenses               (1.3 )      
    Other adjustments   (3.9 )     (1.1 )     (7.3 )     (1.0 )
    Professional services associated with certain legal matters   (0.4 )     (0.4 )     (1.1 )     (1.2 )
    Amortization of acquired intangible assets (1)   (122.6 )     (151.3 )     (368.3 )     (454.2 )
    Special charges and other, net   (3.5 )     (1.1 )     (7.6 )     (4.6 )
    Non-GAAP operating expenses $ 358.1     $ 397.9     $ 1,063.2     $ 1,312.8  
    GAAP operating expenses as a percentage of net sales   51.7 %     33.4 %     45.8 %     29.9 %
    Non-GAAP operating expenses as a percentage of net sales   34.9 %     22.5 %     31.0 %     20.8 %

    (1) Amortization of acquired intangible assets consists of core and developed technology and customer-related acquired intangible assets in connection with business combinations. Such charges are excluded for purposes of calculating certain non-GAAP measures.

    RECONCILIATION OF GAAP OPERATING INCOME TO NON-GAAP OPERATING INCOME

      Three Months Ended December 31,   Nine Months Ended December 31,
        2024       2023       2024       2023  
    Operating income, as reported $ 30.9     $ 529.4     $ 396.6     $ 2,317.5  
    Share-based compensation expense   49.4       44.8       139.7       134.7  
    Cybersecurity incident expenses               21.4        
    Other adjustments   3.9       1.1       7.3       1.0  
    Professional services associated with certain legal matters   0.4       0.4       1.1       1.2  
    Amortization of acquired intangible assets (1)   122.6       151.3       368.3       454.2  
    Special charges and other, net   3.5       1.1       7.6       4.6  
    Non-GAAP operating income $ 210.7     $ 728.1     $ 942.0     $ 2,913.2  
    GAAP operating income as a percentage of net sales   3.0 %     30.0 %     11.6 %     36.7 %
    Non-GAAP operating income as a percentage of net sales   20.5 %     41.2 %     27.5 %     46.2 %

    (1) Amortization of acquired intangible assets consists of core and developed technology and customer-related acquired intangible assets in connection with business combinations. Such charges are excluded for purposes of calculating certain non-GAAP measures. The use of acquired intangible assets contributed to our revenues earned during the periods presented.

    RECONCILIATION OF GAAP OTHER EXPENSE, NET TO NON-GAAP OTHER EXPENSE, NET

      Three Months Ended December 31,   Nine Months Ended December 31,
        2024       2023       2024       2023  
    Other expense, net, as reported $ (77.0 )   $ (45.1 )   $ (189.4 )   $ (151.3 )
    Loss on settlement of debt   0.3             0.3       12.2  
    Loss on available-for-sale investments               1.8        
    Non-GAAP other expense, net $ (76.7 )   $ (45.1 )   $ (187.3 )   $ (139.1 )
    GAAP other expense, net, as a percentage of net sales (7.5 )%   (2.6 )%   (5.5 )%   (2.4 )%
    Non-GAAP other expense, net, as a percentage of net sales (7.5 )%   (2.6 )%   (5.5 )%   (2.2 )%

    RECONCILIATION OF GAAP INCOME TAX PROVISION TO NON-GAAP INCOME TAX PROVISION

      Three Months Ended December 31,   Nine Months Ended December 31,
        2024       2023       2024       2023  
    Income tax provision as reported $ 7.5     $ 65.1     $ 53.1     $ 414.0  
    Income tax rate, as reported (16.3 )%     13.4 %     25.6 %     19.1 %
    Other non-GAAP tax adjustment   19.2       25.2       54.2       (27.2 )
    Non-GAAP income tax provision $ 26.7     $ 90.3     $ 107.3     $ 386.8  
    Non-GAAP income tax rate   19.9 %     13.2 %     14.2 %     13.9 %

    RECONCILIATION OF GAAP NET (LOSS) INCOME AND GAAP DILUTED NET (LOSS) INCOME PER COMMON SHARE TO NON-GAAP NET INCOME AND NON-GAAP DILUTED NET INCOME PER COMMON SHARE

      Three Months Ended December 31,   Nine Months Ended December 31,
        2024       2023       2024       2023  
    Net (loss) income, as reported $ (53.6 )   $ 419.2     $ 154.1     $ 1,752.2  
    Share-based compensation expense   49.4       44.8       139.7       134.7  
    Cybersecurity incident expenses               21.4        
    Other adjustments   3.9       1.1       7.3       1.0  
    Professional services associated with certain legal matters   0.4       0.4       1.1       1.2  
    Amortization of acquired intangible assets   122.6       151.3       368.3       454.2  
    Special charges and other, net   3.5       1.1       7.6       4.6  
    Loss on settlement of debt   0.3             0.3       12.2  
    Loss on available-for-sale investments               1.8        
    Other non-GAAP tax adjustment   (19.2 )     (25.2 )     (54.2 )     27.2  
    Non-GAAP net income $ 107.3     $ 592.7     $ 647.4     $ 2,387.3  
    GAAP net (loss) income as a percentage of net sales (5.2 )%     23.7 %     4.5 %     27.8 %
    Non-GAAP net income as a percentage of net sales   10.5 %     33.6 %     18.9 %     37.8 %
    Diluted net (loss) income per common share, as reported $ (0.10 )   $ 0.77     $ 0.28     $ 3.19  
    Non-GAAP diluted net income per common share $ 0.20     $ 1.08     $ 1.19     $ 4.35  
    Diluted common shares outstanding, as reported   537.4       546.5       542.1       549.0  
    Diluted common shares outstanding non-GAAP   541.6       546.5       542.1       549.0  

    RECONCILIATION OF GAAP CASH FLOW FROM OPERATIONS TO FREE CASH FLOW

      Three Months Ended December 31,   Nine Months Ended December 31,
        2024       2023       2024       2023  
    GAAP cash flow from operations, as reported $ 271.5     $ 853.3     $ 692.2     $ 2,462.7  
    Capital expenditures   (18.1 )     (59.5 )     (111.8 )     (245.0 )
    Free cash flow $ 253.4     $ 793.8     $ 580.4     $ 2,217.7  
    GAAP cash flow from operations as a percentage of net sales   26.5 %     48.3 %     20.2 %     39.0 %
    Free cash flow as a percentage of net sales   24.7 %     45.0 %     16.9 %     35.2 %

    Microchip will host a conference call today, February 6, 2025 at 5:00 p.m. (Eastern Time) to discuss this release. This call will be simulcast over the Internet at www.microchip.com. The webcast will be available for replay until February 27, 2025.

    A telephonic replay of the conference call will be available at approximately 8:00 p.m. (Eastern Time) on February 6, 2025 and will remain available until 5:00 p.m. (Eastern Time) on February 27, 2025. Interested parties may listen to the replay by dialing 201-612-7415/877-660-6853 and entering access code 13750989.

    Cautionary Statement:
    The statements in this release relating to the decisive steps we are taking to realign our business, restructuring our manufacturing footprint, adjusting our channel strategy and intensifying our customer engagement, clear areas for operational enhancements, taking a methodical yet urgent approach to evaluating all aspects of our business and implementing necessary changes to strengthen our competitive position, executing on multiple operational initiatives to enhance our financial performance, that our focus remains on returning to premium profitability levels that have historically differentiated Microchip, supported by our diversified business model, that we continue to focus on inventory management while maintaining our commitment to shareholder returns, that our comprehensive technology platform is driving innovation across critical markets, with our new RISC-V processors and expanded connectivity solutions demonstrating strong momentum in industrial, automotive, and aerospace applications, that we believe we are well-positioned to meet the evolving needs of our customers in increasingly complex technological environments, that we believe the correction cycle is still not completed, our net sales guidance of $920.0 million to $1.000 billion for our March 2025 quarter, that we maintain a cautious but focused approach, our fourth quarter fiscal 2025 guidance for net sales and GAAP and non-GAAP gross profit, operating expenses, operating income (loss), other expense, net, income tax (benefit) provision, net income (loss), diluted common shares outstanding, earnings (loss) per diluted share, capital expenditures for the March 2025 quarter and for all of fiscal 2025, adding capital equipment to selectively expand our production capacity and add research and development equipment, our belief that non-GAAP measures are useful to investors and our assumed average stock price in the March 2025 quarter are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause our actual results to differ materially, including, but not limited to: any continued uncertainty, fluctuations or weakness in the U.S. and world economies (including China and Europe) due to changes in interest rates or high inflation, actions taken or which may be taken by the Trump administration or the new U.S. Congress, monetary policy, political, geopolitical, trade or other issues in the U.S. or internationally (including the military conflicts in Ukraine-Russia and the Middle East), further changes in demand or market acceptance of our products and the products of our customers and our ability to respond to any increases or decreases in market demand or customer

    requests to reschedule or cancel orders; the mix of inventory we hold, our ability to satisfy any short-term orders from our inventory and our ability to effectively manage our inventory levels; foreign currency effects on our business; changes in utilization of our manufacturing capacity and our ability to effectively manage our production levels to meet any increases or decreases in market demand or any customer requests to reschedule or cancel orders; the impact of inflation on our business; competitive developments including pricing pressures; the level of orders that are received and can be shipped in a quarter; our ability to realize the expected benefits of our long-term supply assurance program; changes or fluctuations in customer order patterns and seasonality; our ability to effectively manage our supply of wafers from third party wafer foundries to meet any decreases or increases in our needs and the cost of such wafers, our ability to obtain additional capacity from our suppliers to increase production to meet any future increases in market demand; our ability to successfully integrate the operations and employees, retain key employees and customers and otherwise realize the expected synergies and benefits of our acquisitions; the impact of any future significant acquisitions or strategic transactions we may make; the costs and outcome of any current or future litigation or other matters involving our acquisitions (including the acquired business, intellectual property, customers, or other issues); the costs and outcome of any current or future tax audit or investigation regarding our business or our acquired businesses; the impact that the CHIPS Act will have on increasing manufacturing capacity in our industry by providing incentives for us, our competitors and foundries to build new wafer manufacturing facilities or expand existing facilities; the amount and timing of any incentives we may receive under the CHIPS Act, the impact of current and future changes in U.S. corporate tax laws (including the Inflation Reduction Act of 2022 and the Tax Cuts and Jobs Act of 2017); fluctuations in our stock price and trading volume which could impact the number of shares we acquire under our share repurchase program and the timing of such repurchases; disruptions in our business or the businesses of our customers or suppliers due to natural disasters (including any floods in Thailand), terrorist activity, armed conflict, war, worldwide oil prices and supply, public health concerns or disruptions in the transportation system; and general economic, industry or political conditions in the United States or internationally.

    For a detailed discussion of these and other risk factors, please refer to Microchip’s filings on Forms 10-K and 10-Q. You can obtain copies of Forms 10-K and 10-Q and other relevant documents for free at Microchip’s website (www.microchip.com) or the SEC’s website (www.sec.gov) or from commercial document retrieval services.

    Stockholders of Microchip are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. Microchip does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after this February 6, 2025 press release, or to reflect the occurrence of unanticipated events.

    About Microchip:

    Microchip Technology Incorporated is a leading provider of smart, connected and secure embedded control solutions. Its easy-to-use development tools and comprehensive product portfolio enable customers to create optimal designs, which reduce risk while lowering total system cost and time to market. Our solutions serve approximately 112,000 customers across the industrial, automotive, consumer, aerospace and defense, communications and computing markets. Headquartered in Chandler, Arizona, Microchip offers outstanding technical support along with dependable delivery and quality. For more information, visit the Microchip website at www.microchip.com.

    Note: The Microchip name and logo are registered trademarks of Microchip Technology Incorporated in the U.S.A. and other countries. All other trademarks mentioned herein are the property of their respective companies.

    INVESTOR RELATIONS CONTACT:

    Sajid Daudi — Head of investor Relations….. (480) 792-7385

    The MIL Network

  • MIL-OSI: Former U.S. Senator Joe Manchin to Serve as Adviser to Apollo and Appointed to Athene Board of Directors

    Source: GlobeNewswire (MIL-OSI)

    WEST DES MOINES, Iowa, Feb. 06, 2025 (GLOBE NEWSWIRE) — Apollo (NYSE: APO) and Athene Holding Ltd. (“Athene”), today announced that former U.S. Senator Joseph Manchin III has been named an adviser to Apollo and appointed to the Athene Board of Directors, effective February 3, 2025. Senator Manchin will provide advisory services to Apollo on various matters including energy markets, given the firm’s leading role in providing capital to enable the global industrial renaissance.

    Senator Manchin served as a United States Senator for West Virginia from 2010 to 2025. He was Chair of the Senate Energy and Natural Resources Committee, as well as a member of the Appropriations, Armed Services, and Veterans’ Affairs Committees. Prior to his tenure in the Senate, he served as the 34th Governor of West Virginia from 2005 to 2010 and as West Virginia Secretary of State from 2001 to 2005. He graduated from West Virginia University with a degree in business administration.

    Marc Rowan, CEO of Apollo, said, “Senator Manchin’s distinguished career experience and expertise will be incredibly valuable to Apollo and our clients and partners. We look forward to his contributions to help meet the unprecedented capital need required to drive the global industrial renaissance and support the significant retirement needs of Americans and families around the globe.”

    Jim Belardi, CEO of Athene, said, “Senator Manchin is a great addition to Athene’s Board as we address the significant need for next generation retirement products. His public sector experience, expertise on a broad range of issues, and track record of independent thinking make him a valuable member of our Board.”

    Senator Manchin said, “Apollo is a forward-thinking financial services firm that has been able to offer capital at scale to drive the American economy forward. Athene provides critical retirement services to millions of Americans and is the leading innovator in tackling modern retirement challenges. I look forward to bringing a unique perspective to both the team at Apollo and the Athene Board, contributing to the firm’s continued success in retirement services and providing capital to enable energy accretion and transition.”

    About Athene
    Athene is a leading retirement services company with over $350 billion of total assets as of September 30, 2024, and operations in the United States, Bermuda, Canada, and Japan. Athene is focused on providing financial security to individuals by offering an attractive suite of retirement income and savings products and also serves as a solutions provider to corporations. For more information, please visit www.athene.com.

    About Apollo
    Apollo is a high-growth, global alternative asset manager. In our asset management business, we seek to provide our clients excess return at every point along the risk-reward spectrum from investment grade credit to private equity. For more than three decades, our investing expertise across our fully integrated platform has served the financial return needs of our clients and provided businesses with innovative capital solutions for growth. Through Athene, our retirement services business, we specialize in helping clients achieve financial security by providing a suite of retirement savings products and acting as a solutions provider to institutions. Our patient, creative, and knowledgeable approach to investing aligns our clients, businesses we invest in, our employees, and the communities we impact, to expand opportunity and achieve positive outcomes. As of December 31, 2024, Apollo had approximately $751 billion of assets under management. To learn more, please visit www.apollo.com.

    Contacts:

    Joanna Rose
    Global Head of Corporate Communications
    Apollo Global Management, Inc.
    212-822-0491
    communications@apollo.com

    Jeanne Hess
    Vice President, External Relations
    Athene
    646-768-7319
    jeanne.hess@athene.com

    The MIL Network

  • MIL-OSI: Microchip Technology Announces Quarterly Cash Dividend of 45.5 Cents per Share

    Source: GlobeNewswire (MIL-OSI)

    CHANDLER, Ariz., Feb. 06, 2025 (GLOBE NEWSWIRE) — (NASDAQ: MCHP) – Microchip Technology Incorporated, a leading provider of smart, connected, and secure embedded control solutions, today announced that its Board of Directors declared a quarterly cash dividend on its common stock of 45.5 cents per share. The dividend is payable on March 7, 2025, to stockholders of record on February 24, 2025. Microchip initiated quarterly cash dividend payments in the third quarter of fiscal year 2003 and has increased its dividend 83 times since then.

    About Microchip:

    Microchip Technology Incorporated is a leading provider of smart, connected and secure embedded control solutions. Its easy-to-use development tools and comprehensive product portfolio enable customers to create optimal designs, which reduce risk while lowering total system cost and time to market. The company’s solutions serve approximately 112,000 customers across the industrial, automotive, consumer, aerospace and defense, communications and computing markets. Headquartered in Chandler, Arizona, Microchip offers outstanding technical support along with dependable delivery and quality. For more information, visit the Microchip website at www.microchip.com.

    The Microchip logo and name are registered trademarks of Microchip Technology Incorporated.

    INVESTOR RELATIONS CONTACT:

    Sajid Daudi — Head of investor Relations….. (480) 792-7385

    The MIL Network

  • MIL-OSI: Greystone Housing Impact Investors LP Schedules Fourth Quarter 2024 Earnings Conference Call for Thursday, February 20, 2025 at 4:30 p.m. Eastern Time

    Source: GlobeNewswire (MIL-OSI)

    OMAHA, Neb., Feb. 06, 2025 (GLOBE NEWSWIRE) — Greystone Housing Impact Investors LP (NYSE: GHI) (the “Partnership”) announced today that it will host a conference call for investors on Thursday, February 20, 2025 at 4:30 p.m. Eastern Time to discuss the Partnership’s Fourth Quarter 2024 results.

    For those interested in participating in the question-and-answer session, participants may dial-in toll free at (877) 407-8813. International participants may dial-in at +1 (201) 689-8521. No pin or code number is needed.

    The call is also being webcast live in listen-only mode. The webcast can be accessed via the Partnership’s website under “Events & Presentations” or via the following link: https://event.choruscall.com/mediaframe/webcast.html?webcastid=T0wdPGmd

    It is recommended that you join 15 minutes before the conference call begins (although you may register, dial-in or access the webcast at any time during the call).

    A recorded replay of the webcast will be made available on the Partnership’s Investor Relations website at http://www.ghiinvestors.com.

    About Greystone Housing Impact Investors LP

    Greystone Housing Impact Investors LP was formed in 1998 under the Delaware Revised Uniform Limited Partnership Act for the primary purpose of acquiring, holding, selling and otherwise dealing with a portfolio of mortgage revenue bonds which have been issued to provide construction and/or permanent financing for affordable multifamily, seniors and student housing properties. The Partnership is pursuing a business strategy of acquiring additional mortgage revenue bonds and other investments on a leveraged basis. The Partnership expects and believes the interest earned on these mortgage revenue bonds is excludable from gross income for federal income tax purposes. The Partnership seeks to achieve its investment growth strategy by investing in additional mortgage revenue bonds and other investments as permitted by its Second Amended and Restated Limited Partnership Agreement, dated December 5, 2022, taking advantage of attractive financing structures available in the securities market, and entering into interest rate risk management instruments. Greystone Housing Impact Investors LP press releases are available at www.ghiinvestors.com.

    Safe Harbor Statement

    Information contained in this press release contains “forward-looking statements,” which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties include, but are not limited to, risks involving current maturities of our financing arrangements and our ability to renew or refinance such maturities, fluctuations in short-term interest rates, collateral valuations, mortgage revenue bond investment valuations and overall economic and credit market conditions. For a further list and description of such risks, see the reports and other filings made by the Partnership with the Securities and Exchange Commission, including but not limited to, its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Readers are urged to consider these factors carefully in evaluating the forward-looking statements. The Partnership disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

    CONTACT:
    Ken Rogozinski
    Chief Executive Officer
    402-952-1235 

    The MIL Network

  • MIL-OSI: ESCO Reports First Quarter Fiscal 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    St. Louis, Feb. 06, 2025 (GLOBE NEWSWIRE) — ESCO Technologies Inc. (NYSE: ESE) (ESCO, or the Company) today reported its operating results for the first quarter ended December 31, 2024 (Q1 2025).

    Operating Highlights

    • Q1 2025 Sales increased $28.7 million (13.2 percent) to $247.0 million compared to $218.3 million in Q1 2024.
    • Q1 2025 Entered Orders were $275.0 million for a book-to-bill ratio of 1.11x, resulting in record backlog of $907 million.
    • Q1 2025 GAAP EPS increased 54 percent to $0.91 per share compared to $0.59 per share in Q1 2024.
    • Q1 2025 Adjusted EPS as defined in prior guidance increased 48 percent to $0.92 per share compared to $0.62 per share in Q1 2024.
    • Beginning in Q1 2025 we are excluding acquisition related amortization (which was $0.15 per share in Q1 2025) from our Adjusted EPS calculation. Q1 2025 Adjusted EPS excluding acquisition related amortization increased 41 percent to $1.07 per share compared to $0.76 per share in Q1 2024.  
    • Net cash provided by operating activities was $34 million in Q1 2025, an increase of $25 million compared to the prior year period, as cash flow was positively impacted by higher net earnings and favorable working capital impacts.

    Bryan Sayler, Chief Executive Officer and President, commented, “Our fiscal year got off to an outstanding start as we delivered 13 percent top line growth, over 200 basis points of Adjusted EBITDA margin expansion, and a 41 percent increase in Adjusted EPS compared to the prior year. All three segments delivered solid revenue growth, highlighted by notable strength across our Navy, commercial aerospace and utility end-markets. It was also great to see our Test business deliver a solid quarter with improving order flow, double digit revenue growth, and over 500 basis points of margin expansion.

    “The ESCO team continues to build upon our strong position in attractive markets to increase value across the enterprise. Overall, it was a great way to start the year, with continuing momentum across our end markets giving us the confidence to raise our full year earnings guidance.”  

    Segment Performance

    Aerospace & Defense (A&D)

    • Sales increased $19.6 million (21 percent) to $114.3 million in Q1 2025 from $94.7 million in Q1 2024. The Q1 increase was driven by strength in Navy and commercial aerospace, partially offset by lower defense aerospace.
    • Q1 2025 EBIT and Adjusted EBIT both increased $4.9 million to $21.6 million (18.9 percent margin) from $16.7 million (17.6 percent margin) in Q1 2024. Margin improvement was driven by leverage on higher volume and price increases, partially offset by inflationary pressures and mix.
    • Entered Orders decreased $51 million (30 percent) to $121 million in Q1 2025 compared to $172 million in Q1 2024.   The decrease in orders was primarily driven by large Navy orders for Virginia Class Block V surface hull tiles and Block VI long lead material procurement for the Light-Weight Wide Aperture Array (LWWAA) in Q1 2024, partially offset by higher Q1 2025 Navy ejection valve and spares orders.   Orders in the quarter resulted in a segment book-to-bill of 1.06x and record ending backlog of $607 million.

    Utility Solutions Group (USG)

    • Sales increased $3.7 million (4 percent) to $86.7 million in Q1 2025 from $83.0 million in Q1 2024. Doble’s sales increased by $7.9 million (12 percent) driven by a strong quarter for offline and protection testing products and services. NRG sales decreased $4.2 million (22 percent) due to moderation in renewable energy projects in the quarter.
    • EBIT increased $2.9 million in Q1 2025 to $20.5 million from $17.6 million in Q1 2024. Adjusted EBIT increased $2.8 million to $20.5 million (23.6 percent margin) from $17.7 million (21.4 percent margin) in Q1 2024.   Margin was favorably impacted by leverage on higher volume, price increases, and mix, partially offset by inflationary pressures.  
    • Entered Orders increased $13 million (16 percent) to $90 million in Q1 2025. Doble orders increased by $10 million (15 percent) on strength across their product portfolio and highlighted by a $4.3 million order for offline test equipment at Phenix. NRG orders increased by $3 million in the quarter.   The segment book-to-bill was 1.03x in the quarter and resulted in an ending backlog of $123 million.

    RF Test & Measurement (Test)

    • Sales increased $5.5 million (13 percent) to $46.1 million in Q1 2025 from $40.6 million in Q1 2024. Sales growth primarily related to higher U.S. shielding, Test and Measurement in EMEA, and MPE filter sales.
    • EBIT increased $2.6 million in Q1 2025 to $4.4 million from $1.8 million in Q1 2024. Adjusted EBIT increased $2.8 million in Q1 2025 to $4.9 million (10.6 percent margin) from $2.1 million (5.1 percent margin) in Q1 2024. Margin was favorably impacted by leverage on higher volume, price increases, and cost reduction efforts, partially offset by inflationary pressures and mix.  
    • Entered Orders increased $20 million (43 percent) to $65 million in Q1 2025. The increase was driven by a strong quarter for EMC Test & Measurement, A&D, and medical and industrial shielding orders. The segment book-to-bill was 1.41x in the quarter and resulted in ending backlog of $177 million.

    Business Outlook – 2025
    Beginning in Q1 2025, acquisition related amortization will be excluded from our Adjusted Earnings calculation. Our current assessment of FY 2025 acquisition related amortization does not include the impact of the pending SM&P acquisition. The initial fiscal 2025 guidance issued in our November press release is revised as follows:

        Guidance Range
    November FY 2025 Adjusted EPS Guidance   $ 4.70   $ 4.90
    Acquisition Related Amortization   $ 0.60   $ 0.60
    Revised November FY 2025 Adjusted EPS Guidance   $ 5.30   $ 5.50

    Due to strong market conditions and continued improvement in operational performance, we are raising our full-year guidance by $0.25 to a range of $5.55 to $5.75 (16 to 21 percent growth over the prior year) from $5.30 to $5.50. This guidance is in line with our initial revenue guidance range of $1.09 to $1.11 billion (6 to 8 percent annual growth).  

        Guidance Range
    Revised November FY 2025 Adjusted EPS Guidance   $ 5.30   $ 5.50
    Guidance Increase   $ 0.25   $ 0.25
    Revised FY 2025 Adjusted EPS Guidance   $ 5.55   $ 5.75

    Management’s current expectation is for Q2 Adjusted EPS in the range of $1.20 to $1.30, which represents 10 to 19 percent growth over the prior year quarter.

        Guidance Range
    Q2 2025 Adjusted EPS Guidance (prior methodology)   $ 1.05   $ 1.15
    Acquisition Related Amortization   $ 0.15   $ 0.15
    Q2 2025 Adjusted EPS Guidance   $ 1.20   $ 1.30

    SM&P Acquisition
    As announced on July 8, 2024, ESCO has agreed to acquire the Signature Management & Power (SM&P) business of Ultra Maritime for a purchase price of $550 million. The closing of the transaction is subject to certain conditions, including the completion of the regulatory approval processes in the United States (US) and the United Kingdom (UK). The US closing conditions have been met. We are in the final stages of the UK government assessment of the transaction and we are optimistic that the assessment will be positively resolved in the near term. Our current expectation would be to close the transaction either in our second or early in our third fiscal quarter. SM&P’s sole source product offerings will add significant scale to the ESCO Navy business, providing increased content on domestic Navy submarine and surface ship programs and expansion into vital UK and AUKUS navy platforms.

    Dividend Payment
    The next quarterly cash dividend of $0.08 per share will be paid on April 17, 2025 to stockholders of record on April 2, 2025.

    Conference Call
    The Company will host a conference call today, February 6, at 4:00 p.m. Central Time, to discuss the Company’s Q1 2025 results. A live audio webcast and an accompanying slide presentation will be available in the Investor Center of ESCO’s website. Participants may also access the webcast using this registration link. For those unable to participate, a webcast replay will be available after the call in the Investor Center of ESCO’s website.

    Forward-Looking Statements
    Statements in this press release regarding Management’s intentions, expectations and guidance for fiscal 2025, including restructuring and cost reduction actions, sales, orders, revenues, margin, earnings, Adjusted EPS, acquisition related amortization, and any other statements which are not strictly historical, are “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. securities laws.

    Investors are cautioned that such statements are only predictions and speak only as of the date of this presentation, and the Company undertakes no duty to update them except as may be required by applicable laws or regulations. The Company’s actual results in the future may differ materially from those projected in the forward-looking statements due to risks and uncertainties that exist in the Company’s operations and business environment including but not limited to those described in Item 1A, “Risk Factors”, of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 and the following: the timing and outcome, if any, of the Company’s strategic alternatives review of VACCO and its Space business; of the Company’s pending acquisition of SM&P; the impacts of climate change and related regulation of greenhouse gases; the impacts of labor disputes, civil disorder, wars, elections, political changes, tariffs and trade disputes, terrorist activities, cyberattacks or natural disasters on the Company’s operations and those of the Company’s customers and suppliers; disruptions in manufacturing or delivery arrangements due to shortages or unavailability of materials or components or supply chain disruptions; inability to access work sites; the timing and content of future contract awards or customer orders; the timely appropriation, allocation and availability of Government funds; the termination for convenience of Government and other customer contracts or orders; weakening of economic conditions in served markets; the success of the Company’s competitors; changes in customer demands or customer insolvencies; competition; intellectual property rights; technical difficulties or data breaches; the availability of acquisitions; delivery delays or defaults by customers; performance issues with key customers, suppliers and subcontractors; material changes in the costs and availability of certain raw materials; material changes in the cost of credit; changes in laws and regulations including but not limited to changes in accounting standards and taxation; changes in interest, inflation and employment rates; costs relating to environmental matters arising from current or former facilities; uncertainty regarding the ultimate resolution of current disputes, claims, litigation or arbitration; and the integration and performance of acquired businesses.

    Non-GAAP Financial Measures
    The financial measures EBIT, Adjusted EBIT, EBITDA, Adjusted EBITDA, and Adjusted EPS are presented in this press release. The Company defines “EBIT” as earnings before interest and taxes, “EBITDA” as earnings before interest, taxes, depreciation and amortization, “Adjusted EBIT” and “Adjusted EBITDA” as excluding the net impact of the items described in the attached Reconciliation of Non-GAAP Financial Measures, and “Adjusted EPS” as GAAP earnings per share excluding the net impact of the items described and reconciled in the attached Reconciliation of Non-GAAP Financial Measures.

    EBIT, Adjusted EBIT, EBITDA, Adjusted EBITDA, and Adjusted EPS are not recognized in accordance with U.S. generally accepted accounting principles (GAAP). However, Management believes EBIT, Adjusted EBIT, EBITDA, and Adjusted EBITDA are useful in assessing the operational profitability of the Company’s business segments because they exclude interest, taxes, depreciation, and amortization, which are generally accounted for across the entire Company on a consolidated basis. EBIT is also one of the measures used by Management in determining resource allocations within the Company as well as incentive compensation. The presentation of EBIT, Adjusted EBIT, EBITDA, Adjusted EBITDA, and Adjusted EPS provides important supplemental information to investors by facilitating comparisons with other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. The use of non-GAAP financial measures is not intended to replace any measures of performance determined in accordance with GAAP.

    About ESCO
    ESCO is a global provider of highly engineered products and solutions serving diverse end-markets. It manufactures filtration and fluid control products for the aviation, Navy, space, and process markets worldwide and composite-based products and solutions for Navy, defense, and industrial customers. ESCO is an industry leader in designing and manufacturing RF test and measurement products and systems; and provides diagnostic instruments, software and services to industrial power users and the electric utility and renewable energy industries. Headquartered in St. Louis, Missouri, ESCO and its subsidiaries have offices and manufacturing facilities worldwide. For more information on ESCO and its subsidiaries, visit the Company’s website at www.escotechnologies.com.
       
       

    ESCO TECHNOLOGIES INC. AND SUBSIDIARIES  
    Condensed Consolidated Statements of Operations (Unaudited)  
    (Dollars in thousands, except per share amounts)  
        
              Three Months
    Ended
    December 31,
    2024
      Three Months
    Ended
    December 31,
    2023
     
                     
    Net Sales   $ 247,026     218,314  
    Cost and Expenses:          
      Cost of sales   148,642     134,151  
      Selling, general and administrative expenses   58,784     53,968  
      Amortization of intangible assets   7,993     7,868  
      Interest expense   2,257     2,667  
      Other (income) expenses, net   (591 )   206  
        Total costs and expenses   217,085     198,860  
                     
    Earnings before income taxes   29,941     19,454  
    Income tax expense   6,468     4,285  
                     
        Net earnings $ 23,473     15,169  
                     
        Earnings Per Share (EPS)          
                     
        Diluted – GAAP $ 0.91     0.59  
                     
        Diluted – As Adjusted Basis $ 1.07   (1 ) 0.76 (2 )
                     
        Diluted average common shares O/S:   25,834     25,846  
                     
    (1 ) Q1 2025 Adjusted EPS excludes $0.16 per share of after-tax charges consisting primarily of $0.01 of restructuring charges within the Test segment and acquisition related costs at Corporate and $0.15 of acquisition related amortization.
                     
    (2 ) Q1 2024 Adjusted EPS excludes $0.17 per share of after-tax charges consisting primarily of $0.03 of MPE acquisition inventory step-up and backlog charges and acquisition related costs and $0.14 of acquisition related amortization.

       
       

    ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
    Condensed Business Segment Information (Unaudited)
    (Dollars in thousands)
       
            GAAP   As Adjusted  
            Q1 2025   Q1 2024   Q1 2025   Q1 2024  
    Net Sales                  
      Aerospace & Defense $ 114,301     94,733     114,301     94,733    
      USG   86,660     82,984     86,660     82,984    
      Test   46,065     40,597     46,065     40,597    
        Totals $ 247,026     218,314     247,026     218,314    
                           
    EBIT                    
      Aerospace & Defense $ 21,596     16,663     21,622     16,663    
      USG   20,489     17,625     20,489     17,745    
      Test   4,422     1,779     4,887     2,052    
      Corporate   (14,309 )   (13,946 )   (9,310 )   (8,600 )  
        Consolidated EBIT   32,198     22,121     37,688     27,860    
        Less: Interest expense   (2,257 )   (2,667 )   (2,257 )   (2,667 )  
        Less: Income tax expense   (6,468 )   (4,285 )   (7,730 )   (5,605 )  
        Net earnings $ 23,473     15,169     27,701     19,588    
                              
    Note 1: Adjusted net earnings of $27.7 million in Q1 2025 exclude $4.2 million (or $0.16 per share) of after-tax charges consisting primarily of restructuring charges within the Test segment and acquisition related costs at Corporate, and acquisition related amortization.
                           
    Note 2: Adjusted net earnings of $19.6 million in Q1 2024 exclude $4.4 million (or $0.17 per share) of after-tax charges consisting primarily of MPE acquisition inventory step-up and backlog charges and acquisition related costs, and acquisition related amortization.
                           
    EBITDA Reconciliation to Net earnings:           Adjusted   Adjusted  
            Q1 2025   Q1 2024   Q1 2025   Q1 2024  
    Consolidated EBITDA $ 46,005     35,573     46,498     36,408    
    Less: Depr & Amort   (13,807 )   (13,452 )   (8,810 )   (8,548 )  
    Consolidated EBIT   32,198     22,121     37,688     27,860    
    Less: Interest expense   (2,257 )   (2,667 )   (2,257 )   (2,667 )  
    Less: Income tax expense   (6,468 )   (4,285 )   (7,730 )   (5,605 )  
    Net earnings $ 23,473     15,169     27,701     19,588    
                           

       
       

    ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
    Condensed Consolidated Balance Sheets (Unaudited)
    (Dollars in thousands)
       
            December 31,
    2024
      September 30,
    2024
                 
    Assets          
      Cash and cash equivalents $ 71,284   65,963
      Accounts receivable, net   202,661   240,680
      Contract assets   131,404   130,534
      Inventories   219,383   209,164
      Other current assets   20,779   22,308
        Total current assets   645,511   668,649
      Property, plant and equipment, net   168,468   170,596
      Intangible assets, net   396,302   407,602
      Goodwill   532,312   539,899
      Operating lease assets   38,710   37,744
      Other assets   13,761   14,130
          $ 1,795,064   1,838,620
                 
    Liabilities and Shareholders’ Equity        
      Current maturities of long-term debt $ 20,000   20,000
      Accounts payable   75,881   98,371
      Contract liabilities   129,737   124,845
      Other current liabilities   90,491   106,638
        Total current liabilities   316,109   349,854
      Deferred tax liabilities   75,520   75,333
      Non-current operating lease liabilities   36,400   34,810
      Other liabilities   38,102   39,273
      Long-term debt   92,000   102,000
      Shareholders’ equity   1,236,933   1,237,350
          $ 1,795,064   1,838,620

       
       

    ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
    Consolidated Statements of Cash Flows
    (Dollars in thousands)
           
        Three Months
    Ended
    December 31,
    2024
      Three Months
    Ended
    December 31,
    2023
    Cash flows from operating activities:        
    Net earnings $ 23,473     15,169  
    Adjustments to reconcile net earnings to net cash        
    provided by operating activities:        
    Depreciation and amortization   13,807     13,452  
    Stock compensation expense   2,524     2,180  
    Changes in assets and liabilities   (7,151 )   (22,539 )
    Effect of deferred taxes   1,521     484  
    Net cash provided by operating activities   34,174     8,746  
             
    Cash flows from investing activities:        
    Acquisition of business, net of cash acquired       (56,179 )
    Capital expenditures   (5,208 )   (7,848 )
    Additions to capitalized software   (2,587 )   (2,942 )
    Net cash used by investing activities   (7,795 )   (66,969 )
             
    Cash flows from financing activities:        
    Proceeds from long-term debt   42,000     99,000  
    Principal payments on long-term debt and short-term borrowings   (52,000 )   (29,000 )
    Dividends paid   (2,064 )   (2,064 )
    Purchases of common stock into treasury        
    Other   (6,031 )   (1,432 )
    Net cash (used) provided by financing activities   (18,095 )   66,504  
             
    Effect of exchange rate changes on cash and cash equivalents   (2,963 )   1,249  
             
    Net increase in cash and cash equivalents   5,321     9,530  
    Cash and cash equivalents, beginning of period   65,963     41,866  
    Cash and cash equivalents, end of period $ 71,284     51,396  

       
       

    ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
    Other Selected Financial Data (Unaudited)
    (Dollars in thousands)
       
    Backlog And Entered Orders – Q1 2025   A&D   USG   Test   Total
      Beginning Backlog – 10/1/24 $ 600,382     119,943     158,644     878,969  
      Entered Orders   120,606     89,574     64,825     275,005  
      Sales     (114,301 )   (86,660 )   (46,065 )   (247,026 )
      Ending Backlog – 12/31/24 $ 606,687     122,857     177,404     906,948  
                         

         
      

    ESCO TECHNOLOGIES INC. AND SUBSIDIARIES    
    Reconciliation of Non-GAAP Financial Measures (Unaudited)    
               
    EPS – Adjusted Basis Reconciliation – Q1 2025        
      EPS – GAAP Basis – Q1 2025 $ 0.91    
      Adjustments (defined below)   0.16    
      EPS – As Adjusted Basis – Q1 2025 $ 1.07    
               
      Adjustments exclude $0.16 per share consisting primarily of $0.01 of restructuring        
      charges within the Test segment and acquisition related costs at Corporate and        
      $0.15 of acquisition related amortization.        
      The $0.16 of EPS adjustments per share consists of $5,490K of pre-tax charges        
      offset by $1,262K of tax benefit for net impact of $4,228K.        
               
    EPS – Adjusted Basis Reconciliation – Q1 2024        
      EPS – GAAP Basis – Q1 2024 $ 0.59    
      Adjustments (defined below)   0.17    
      EPS – As Adjusted Basis – Q1 2024 $ 0.76    
               
      Adjustments exclude $0.17 per share consisting primarily of $0.03 of MPE        
      acquisition inventory step-up and backlog charges and acquisition related costs and        
      $0.14 of acquisition related amortization.        
      The $0.17 of EPS adjustments per share consists of $5,739K of pre-tax charges        
      offset by $1,320K of tax benefit for net impact of $4,419K.        
               
    EPS – Adjusted Basis Reconciliation – Q2 2025 Guidance   Low   High
      EPS – GAAP Basis – Q2 2025 $ 1.05   1.15
      Adjustments (defined below)   0.15   0.15
      EPS – As Adjusted Basis – Q2 2025 $ 1.20   1.30
               
      Adjustments exclude an estimated $0.15 of acquisition related amortization.        
      The estimated $0.15 of EPS adjustment per share consists of $5.0 million of pre-tax charges    
      offset by $1.15 million of tax benefit for net impact of $3.85 million.        
               
    EPS – Adjusted Basis Reconciliation – FY 2025 Guidance   Low   High
      EPS – GAAP Basis – FY 2025 $ 4.94   5.14
      Adjustments (defined below)   0.61   0.61
      EPS – As Adjusted Basis – FY 2025 $ 5.55   5.75
               
      Adjustments exclude $0.61 per share consisting primarily of $0.01 of restructuring charges within    
      the Test segment and acquisition related costs at Corporate and an estimated $0.60 of acquisition    
      related amortization. The estimated $0.61 of EPS adjustments per share consists of $20.5    
      million of pre-tax charges offset by $4.7 million of tax benefits for net impact of $15.8 million.    

       
    SOURCE ESCO Technologies Inc.
    Kate Lowrey, Vice President of Investor Relations, (314) 213-7277
       

    The MIL Network

  • MIL-OSI: Northeast Bank Reports Second Quarter Results and Declares Dividend

    Source: GlobeNewswire (MIL-OSI)

    PORTLAND, Maine, Feb. 06, 2025 (GLOBE NEWSWIRE) — Northeast Bank (the “Bank”) (NASDAQ: NBN), a Maine-based full-service bank, today reported net income of $22.4 million, or $2.74 per diluted common share, for the quarter ended December 31, 2024, compared to net income of $14.1 million, or $1.85 per diluted common share, for the quarter ended December 31, 2023. Net income for the six months ended December 31, 2024 was $39.5 million, or $4.85 per diluted common share, compared to $29.2 million, or $3.86 per diluted common share, for the six months ended December 31, 2023.

    The Board of Directors declared a cash dividend of $0.01 per share, payable on March 4, 2025, to shareholders of record as of February 18, 2025.

    Discussing these results, Rick Wayne, Chief Executive Officer, said, “Our National Lending Division generated $260.4 million in originated and purchased volume for the quarter, including record originations of $246.4 million. Our small balance SBA 7(a) program with Newity LLC as our loan service provider has continued to grow. For the quarter, we originated $100.3 million, compared to $82.4 million for the quarter ended September 30, 2024 and $13.6 million for the quarter ended December 31, 2023. During the current quarter we sold $64.5 million of the guaranteed portion of our SBA loans, generating a gain on sale of $5.6 million. Additionally, we approved and initiated an additional at-the-market (“ATM”) offering of up to $75.0 million of our voting common stock, which provides the Bank with the ability to raise capital if and as needed. We are reporting earnings of $2.74 per diluted common share, a return on average equity of 21.1%, and a return on average assets of 2.2%.”

    As of December 31, 2024, total assets were $4.08 billion, an increase of $950.9 million, or 30.4%, from total assets of $3.13 billion as of June 30, 2024.

    1.  The following table highlights the changes in the loan portfolio, including loans held for sale, for the six months ended December 31, 2024:

      Loan Portfolio Changes  
      December 31, 2024
    Balance
      June 30, 2024
    Balance
          Change ($)     Change (%)
      (Dollars in thousands)
    National Lending Purchased $ 2,392,417   $ 1,708,551     $ 683,866     40.03 %
    National Lending Originated   1,109,192     981,497       127,695     13.01 %
    SBA National   103,554     48,405       55,149     113.92 %
    Community Banking   20,857     22,704       (1,847 )   (8.14 %)
    Total $ 3,626,020   $ 2,761,157     $ 864,863     31.32 %
                               

    Loans generated by the Bank’s National Lending Division for the quarter ended December 31, 2024 totaled $260.5 million, which consisted of $14.0 million of purchased loans at an average price of 94.8% of unpaid principal balance, and $246.4 million of originated loans.

    An overview of the Bank’s National Lending Division portfolio follows:

      National Lending Portfolio
      Three Months Ended December 31,
      2024     2023  
      Purchased   Originated   Total   Purchased   Originated   Total
      (Dollars in thousands)
    Loans purchased or originated during the period:                                  
    Unpaid principal balance $ 14,815     $ 246,417     $ 261,232     $ 208,045     $ 63,485     $ 271,530  
    Initial net investment basis (1)   14,039       246,417       260,456       186,131       63,485       249,616  
                                       
    Loan returns during the period:                                  
    Yield   8.84%       9.06%       8.91%       9.19%       9.81%       9.43%  
    Total Return on Purchased Loans (2)   8.86%       N/A       8.86%       9.21%       N/A       9.21%  
                                       
      Six Months Ended December 31,
      2024     2023  
      Purchased   Originated   Total   Purchased   Originated   Total
      (Dollars in thousands)
    Loans purchased or originated during the period:                                  
    Unpaid principal balance $ 822,549     $ 373,309     $ 1,195,858     $ 271,741     $ 131,528     $ 403,269  
    Initial net investment basis (1)   746,932       373,309       1,120,241       238,477       131,528       370,005  
                                       
    Loan returns during the period:                                  
    Yield   8.84 %     9.18%       8.95%       9.10%       9.92%       9.41%  
    Total Return on Purchased Loans (2)   8.85%       N/A       8.85%       9.13%       N/A       9.13%  
                                       
    Total loans as of period end:                                  
    Unpaid principal balance $ 2,598,354     $ 1,109,192     $ 3,707,546     $ 1,831,183     $ 910,213     $ 2,741,396  
    Net investment basis   2,392,417       1,109,192       3,501,609       1,646,756       910,213       2,556,969  
                                       

    (1) Initial net investment basis on purchased loans is the initial amortized cost basis net of initial allowance for credit losses (credit mark).
    (2) The total return on purchased loans represents scheduled accretion, accelerated accretion, gains (losses) on real estate owned, release of allowance for credit losses on purchased loans, and other noninterest income recorded during the period divided by the average invested balance on an annualized basis. The total return on purchased loans does not include the effect of purchased loan charge-offs or recoveries during the period. Total return on purchased loans is considered a non-GAAP financial measure. See reconciliation in below table entitled “Total Return on Purchased Loans.”

    2. Deposits increased by $811.9 million, or 34.7%, from June 30, 2024. The increase was primarily attributable to increases in time deposits of $773.5 million, or 59.2%. The significant drivers in the change in time deposits were the increase in brokered time deposits, which increased by $660.5 million, and Community Banking Division time deposits, which increased by $90.5 million compared to June 30, 2024.

    3. Federal Home Loan Bank (“FHLB”) advances increased by $62.6 million, or 18.1%, from June 30, 2024. The increase was attributable to one new short-term borrowing, partially offset by net paydowns on amortizing advances.

    4. Shareholders’ equity increased by $67.5 million, or 17.9%, from June 30, 2024, primarily due to net income of $39.5 million and $28.1 million of net proceeds on shares issued in connection with the Bank’s ATM program.

    Net income increased by $8.4 million to $22.4 million for the quarter ended December 31, 2024, compared to net income of $14.1 million for the quarter ended December 31, 2023.

    1.  Net interest and dividend income before provision for credit losses increased by $11.5 million to $48.5 million for the quarter ended December 31, 2024, compared to $37.0 million for the quarter ended December 31, 2023. The increase was primarily due to the following:

    • An increase in interest income earned on loans of $20.2 million, primarily due to higher average balances in the National Lending Division purchased and originated and Small Business Administration (“SBA”) portfolios, partially offset by lower rates earned across the portfolio;
    • An increase in interest income earned on short-term investments of $925 thousand, due to higher average balances, partially offset by lower rates earned; and
    • A decrease in FHLB borrowings interest expense of $2.0 million, primarily due to lower average balances; partially offset by,
    • An increase in deposit interest expense of $11.6 million, primarily due to higher average balances, partially offset by lower rates on interest-bearing deposits.

    The following table summarizes interest income and related yields recognized on the loan portfolios:

      Interest Income and Yield on Loans
      Three Months Ended December 31,
      2024     2023  
      Average   Interest       Average   Interest    
      Balance (1)   Income   Yield   Balance (1)   Income   Yield
      (Dollars in thousands)
    Community Banking $ 21,481   $ 369   6.82 %   $ 25,559   $ 419   6.51 %
    SBA National   93,831     2,751   11.63 %     28,331     888   12.47 %
    National Lending:                              
    Originated   1,041,301     23,769   9.06 %     939,383     23,155   9.81 %
    Purchased   2,407,132     53,655   8.84 %     1,551,038     35,849   9.19 %
    Total National Lending   3,448,433     77,424   8.91 %     2,490,421     59,004   9.43 %
    Total $ 3,563,745   $ 80,544   8.97 %   $ 2,544,311   $ 60,311   9.43 %
     

    Six Months Ended December 31,

      2024     2023  
      Average   Interest       Average   Interest    
      Balance (1)   Income   Yield   Balance (1)   Income   Yield
      (Dollars in thousands)
    Community Banking $ 21,945   $ 738   6.67 %   $ 26,355   $ 857   6.47 %
    SBA National   76,788     5,170   13.36 %     27,294     1,674   12.20 %
    National Lending:                              
    Originated   1,019,347     47,176   9.18 %     950,006     47,375   9.92 %
    Purchased   2,082,969     92,797   8.84 %     1,520,215     69,519   9.10 %
    Total National Lending   3,102,316     139,973   8.95 %     2,470,221     116,894   9.41 %
    Total $ 3,201,049   $ 145,881   9.04 %   $ 2,523,870   $ 119,425   9.41 %

    (1) Includes loans held for sale.

    The components of total income on purchased loans are set forth in the table below entitled “Total Return on Purchased Loans.” When compared to the quarter ended December 31, 2023, transactional income increased by $541 thousand for the quarter ended December 31, 2024, and regularly scheduled interest and accretion increased by $17.3 million primarily due to the increase in average balances. The total return on purchased loans for the quarter ended December 31, 2024 was 8.9%, a decrease from 9.2% for the quarter ended December 31, 2023. The following table details the total return on purchased loans:

      Total Return on Purchased Loans
      Three Months Ended December 31,
      2024     2023  
      Income   Return (1)   Income   Return (1)
      (Dollars in thousands)
    Regularly scheduled interest and accretion $ 50,747   8.36 %   $ 33,430   8.57 %
    Transactional income:                  
    Release of allowance for credit losses on purchased loans   97   0.02 %     46   0.02 %
    Accelerated accretion and loan fees   2,908   0.48 %     2,419   0.62 %
    Total transactional income   3,005   0.50 %     2,465   0.64 %
    Total $ 53,752   8.86 %   $ 35,895   9.21 %
       
      Six Months Ended December 31,
      2024     2023  
      Income   Return (1)   Income   Return (1)
      (Dollars in thousands)
    Regularly scheduled interest and accretion $ 87,906   8.37 %   $ 64,460   8.44 %
    Transactional income:                  
    Release of allowance for credit losses on purchased loans   161   0.01 %     226   0.03 %
    Accelerated accretion and loan fees   4,891   0.47 %     5,059   0.66 %
    Total transactional income   5,052   0.48 %     5,285   0.69 %
    Total $ 92,958   8.85 %   $ 69,745   9.13 %
                           

    (1) The total return on purchased loans represents scheduled accretion, accelerated accretion, and gains (losses) on real estate owned, and release of allowance for credit losses on purchased loans recorded during the period divided by the average invested balance on an annualized basis. The total return does not include the effect of purchased loan charge-offs or recoveries in the quarter. Total return is considered a non-GAAP financial measure.

    2. Provision for credit losses increased by $1.5 million to $1.9 million for the quarter ended December 31, 2024, compared to $436 thousand in the quarter ended December 31, 2023. The increase was primarily related to loan growth and increases in specific reserves on certain loans.

    3. Noninterest income increased by $4.5 million for the quarter ended December 31, 2024, compared to the quarter ended December 31, 2023, primarily due to an increase in gain on sale of SBA loans of $5.0 million, due to the sale of $64.5 million in SBA loans during the quarter ended December 31, 2024 as compared to the sale of $11.5 million during the quarter ended December 31, 2023.

    4. Noninterest expense increased by $3.4 million for the quarter ended December 31, 2024 compared to the quarter ended December 31, 2023, primarily due to the following:

    • An increase in salaries and employee benefits expense of $1.4 million, primarily due to increases in regular and stock compensation expense;
    • An increase in loan expense of $1.1 million primarily related to increased expenses in connection with the origination of SBA 7(a) loans; and
    • An increase in FDIC insurance expense of $669 thousand, due to the growth of the Bank’s asset size and an increased assessment rate.

    5. Income tax expense increased by $2.7 million to $11.0 million, or an effective tax rate of 32.9%, for the quarter ended December 31, 2024, compared to $8.3 million, or an effective tax rate of 37.1%, for the quarter ended December 31, 2023. The decrease in effective tax rate is primarily due to a write-down of the Bank’s deferred tax asset of $957 thousand in the quarter ended December 31, 2023 as a result of a change in Massachusetts income tax law.

    As of December 31, 2024, nonperforming assets totaled $31.3 million, or 0.77% of total assets, compared to $28.3 million, or 0.90% of total assets, as of June 30, 2024.

    As of December 31, 2024, past due loans totaled $30.5 million, or 0.85% of total loans, compared to past due loans totaling $26.3 million, or 0.95% of total loans, as of June 30, 2024.

    As of December 31, 2024, the Bank’s Tier 1 leverage capital ratio was 11.2%, compared to 12.3% at June 30, 2024, and the Total risk-based capital ratio was 13.9% at December 31, 2024, compared to 14.8% at June 30, 2024. Capital ratios decreased primarily due to the increase in risk-weighted assets and average assets from significant loan growth during the six months ended December 31, 2024, partially offset by increased retained earnings and additional capital raised under the Bank’s ATM program.

    Investor Call Information
    Rick Wayne, Chief Executive Officer, Richard Cohen, Chief Financial Officer, and Pat Dignan, Chief Operating Officer and Chief Credit Officer of Northeast Bank, will host a conference call to discuss second quarter earnings and business outlook at 10:00 a.m. Eastern Time on Friday, February 7th. To access the conference call by phone, please go to this link (Phone Registration), and you will be provided with dial in details. The call will be available via live webcast, which can be viewed by accessing the Bank’s website at www.northeastbank.com and clicking on the About Us – Investor Relations section. To listen to the webcast, attendees are encouraged to visit the website at least fifteen minutes early to register, download and install any necessary audio software. Please note there will also be a slide presentation that will accompany the webcast. For those who cannot listen to the live broadcast, a replay will be available online for one year at www.northeastbank.com.

    About Northeast Bank
    Northeast Bank (NASDAQ: NBN) is a full-service bank headquartered in Portland, Maine. We offer personal and business banking services to the Maine market via seven branches. Our National Lending Division purchases and originates commercial loans on a nationwide basis. ableBanking, a division of Northeast Bank, offers online savings products to consumers nationwide. Information regarding Northeast Bank can be found at www.northeastbank.com.

    Non-GAAP Financial Measures
    In addition to results presented in accordance with generally accepted accounting principles (“GAAP”), this press release contains certain non-GAAP financial measures, including tangible common shareholders’ equity, tangible book value per share, total return on purchased loans, and efficiency ratio. The Bank’s management believes that the supplemental non-GAAP information is utilized by regulators and market analysts to evaluate a company’s financial condition and therefore, such information is useful to investors. These disclosures should not be viewed as a substitute for financial results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names.

    Forward-Looking Statements
    Statements in this press release that are not historical facts are 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, and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We may also make forward-looking statements in other documents we file with the Federal Deposit Insurance Corporation (the “FDIC”), in our annual reports to our shareholders, in press releases and other written materials, and in oral statements made by our officers, directors or employees. You can identify forward-looking statements by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “outlook,” “will,” “should,” and other expressions that predict or indicate future events and trends and which do not relate to historical matters. Although the Bank believes that these forward-looking statements are based on reasonable estimates and assumptions, they are not guarantees of future performance and are subject to known and unknown risks, uncertainties, contingencies, and other factors. You should not place undue reliance on our forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they are subject to significant risks, uncertainties and other factors which are, in some cases, beyond the Bank’s control. The Bank’s actual results could differ materially from those expressed or implied by such the forward-looking statements as a result of, among other factors, changes in interest rates and real estate values; changes in employment levels, general business and economic conditions on a national basis and in the local markets in which the Bank operates; changes in customer behavior due to changing business and economic conditions (including inflation and concerns about liquidity) or legislative or regulatory initiatives; the possibility that future credits losses are higher than currently expected due to changes in economic assumptions, customer behavior or adverse economic developments; turbulence in the capital and debt markets; competitive pressures from other financial institutions; changes in loan defaults and charge-off rates; changes in the value of securities and other assets, adequacy of credit loss reserves, or deposit levels necessitating increased borrowing to fund loans and investments; changes in legislation and regulation under the new U.S. presidential administration; operational risks including, but not limited to, cybersecurity, fraud, natural disasters, climate change and future pandemics; the risk that the Bank may not be successful in the implementation of its business strategy; the risk that intangibles recorded in the Bank’s financial statements will become impaired; changes in assumptions used in making such forward-looking statements; and the other risks and uncertainties detailed in the Bank’s Annual Report on Form 10-K, as amended by Amendment No. 1 to the Annual Report on Form 10-K/A as updated in the Bank’s Quarterly Reports on Form 10-Q and other filings submitted to the FDIC. These statements speak only as of the date of this release and the Bank does not undertake any obligation to update or revise any of these forward-looking statements to reflect events or circumstances occurring after the date of this communication or to reflect the occurrence of unanticipated events.

    NBN-F

     
    NORTHEAST BANK
    BALANCE SHEETS
    (Unaudited)
    (Dollars in thousands, except share and per share data)
      December 31, 2024   June 30, 2024  
    Assets            
    Cash and due from banks $ 2,538   $ 2,711    
    Short-term investments   362,332     239,447    
    Total cash and cash equivalents   364,870     242,158    
                 
                 
    Available-for-sale debt securities, at fair value   27,616     48,978    
    Equity securities, at fair value   7,171     7,013    
    Total investment securities   34,787     55,991    
                 
    SBA loans held for sale   35,234     14,506    
                 
    Loans:            
    Commercial real estate   2,703,938     2,028,280    
    Commercial and industrial   778,189     618,846    
    Residential real estate   108,427     99,234    
    Consumer   232     291    
    Total loans   3,590,786     2,746,651    
    Less: Allowance for credit losses   44,773     26,709    
    Loans, net   3,546,013     2,719,942    
                 
                 
    Premises and equipment, net   25,739     27,144    
    Real estate owned and other possessed collateral, net   1,200        
    Federal Home Loan Bank stock, at cost   17,798     15,751    
    Loan servicing rights, net   841     984    
    Bank-owned life insurance   19,078     18,830    
    Accrued interest receivable   16,939     15,163    
    Other assets   20,555     21,734    
    Total assets $ 4,083,054   $ 3,132,203    
                 
    Liabilities and Shareholders’ Equity            
    Deposits:            
    Demand $ 159,002   $ 146,727    
    Savings and interest checking   782,570     732,029    
    Money market   130,063     154,504    
    Time   2,079,703     1,306,203    
    Total deposits   3,151,338     2,339,463    
                 
    Federal Home Loan Bank and other advances   407,824     345,190    
    Lease liability   19,461     20,252    
    Other liabilities   60,330     50,664    
    Total liabilities   3,638,953     2,755,569    
                 
    Commitments and contingencies          
                 
    Shareholders’ equity            
    Preferred stock, $1.00 par value, 1,000,000 shares authorized; no shares          
    issued and outstanding at December 31 and June 30, 2024          
    Voting common stock, $1.00 par value, 25,000,000 shares authorized;            
    8,492,856 and 8,127,690 shares issued and outstanding at          
    December 31 and June 30, 2024, respectively   8,493     8,128    
    Non-voting common stock, $1.00 par value, 3,000,000 shares authorized;            
    No shares issued and outstanding at December 31 and June 30, 2024      
    Additional paid-in capital   92,292     64,762    
    Retained earnings   343,302     303,927    
    Accumulated other comprehensive income (loss)   14     (183 )  
    Total shareholders’ equity   444,101     376,634    
    Total liabilities and shareholders’ equity $ 4,083,054   $ 3,132,203    
     
    NORTHEAST BANK
    STATEMENTS OF INCOME
    (Unaudited)
    (Dollars in thousands, except share and per share data)
        Three Months Ended December 31,   Six Months Ended December 31,
        2024     2023     2024   2023  
      Interest and dividend income:                      
      Interest and fees on loans $ 80,544     $ 60,311     $ 145,881   $ 119,425  
      Interest on available-for-sale securities   436       560       1,031     1,043  
      Other interest and dividend income   4,186       3,261       8,108     6,361  
      Total interest and dividend income   85,166       64,132       155,020     126,829  
                             
      Interest expense:                      
      Deposits   32,777       21,175       59,367     40,433  
      Federal Home Loan Bank advances   3,666       5,701       7,696     11,847  
      Obligation under capital lease agreements   233       256       467     425  
      Total interest expense   36,676       27,132       67,530     52,705  
                             
      Net interest and dividend income before provision for credit losses   48,490       37,000       87,490     74,124  
      Provision for credit losses   1,944       436       2,366     625  
      Net interest and dividend income after provision for credit losses   46,546       36,564       85,124     73,499  
                             
      Noninterest income:                      
      Fees for other services to customers   391       492       834     899  
      Gain on sales of SBA loans   5,570       570       8,901     822  
      Net unrealized gain (loss) on equity securities   (163 )     230       27     72  
      Loss on real estate owned, other repossessed collateral and premises and equipment, net         (9 )         (9 )
      Bank-owned life insurance income   125       116       248     231  
      Correspondent fee income   23       52       54     143  
      Other noninterest income   3       15       5     87  
      Total noninterest income   5,949       1,466       10,069     2,245  
                             
      Noninterest expense:                      
      Salaries and employee benefits   11,287       9,905       22,470     19,625  
      Occupancy and equipment expense   1,103       1,101       2,182     2,206  
      Professional fees   562       499       1,315     1,281  
      Data processing fees   1,622       1,347       3,109     2,447  
      Marketing expense   94       221       230     482  
      Loan acquisition and collection expense   2,063       939       3,355     1,589  
      FDIC insurance expense   956       287       1,288     644  
      Other noninterest expense   1,379       1,370       2,802     2,784  
      Total noninterest expense   19,066       15,669       36,751     31,058  
                             
      Income before income tax expense   33,429       22,361       58,442     44,686  
      Income tax expense   10,989       8,307       18,896     15,460  
      Net income $ 22,440     $ 14,054     $ 39,546   $ 29,226  
                             
      Weighted-average shares outstanding:                      
      Basic   8,044,345       7,505,109       7,965,486     7,492,310  
      Diluted   8,197,568       7,590,913       8,153,368     7,572,450  
      Earnings per common share:                      
      Basic $ 2.79     $ 1.87     $ 4.96   $ 3.90  
      Diluted   2.74       1.85       4.85     3.86  
      Cash dividends declared per common share $ 0.01     $ 0.01     $ 0.02   $ 0.02  
     
    NORTHEAST BANK
    AVERAGE BALANCE SHEETS AND ANNUALIZED YIELDS
    (Unaudited)
    (Dollars in thousands)
      Three Months Ended December 31,
      2024     2023  
          Interest   Average       Interest   Average
      Average   Income/   Yield/   Average   Income/   Yield/
      Balance   Expense   Rate   Balance   Expense   Rate
    Assets:                              
    Interest-earning assets:                              
    Investment securities $ 40,004   $ 436   4.32 %   $ 59,797   $ 560   3.73 %
    Loans (1) (2) (3)   3,563,745     80,544   8.97 %     2,544,311     60,311   9.43 %
    Federal Home Loan Bank stock   15,458     346   8.88 %     21,222     468   8.77 %
    Short-term investments (4)   325,118     3,840   4.69 %     206,090     2,793   5.39 %
    Total interest-earning assets   3,944,325     85,166   8.57 %     2,831,420     64,132   9.01 %
    Cash and due from banks   2,216               2,508          
    Other non-interest earning assets   30,982               69,245          
    Total assets $ 3,977,523             $ 2,903,173          
                                   
    Liabilities & Shareholders’ Equity:                              
    Interest-bearing liabilities:                              
    NOW accounts $ 581,969   $ 5,932   4.04 %   $ 511,217   $ 5,636   4.39 %
    Money market accounts   128,787     953   2.94 %     229,154     2,009   3.49 %
    Savings accounts   187,701     1,653   3.49 %     122,643     917   2.97 %
    Time deposits   2,080,911     24,239   4.62 %     1,022,767     12,613   4.91 %
    Total interest-bearing deposits   2,979,368     32,777   4.36 %     1,885,781     21,175   4.47 %
    Federal Home Loan Bank advances   336,762     3,666   4.32 %     481,824     5,701   4.71 %
    Lease liability   19,599     233   4.72 %     21,361     256   4.77 %
    Total interest-bearing liabilities   3,335,729     36,676   4.36 %     2,388,966     27,132   4.52 %
                                   
    Non-interest bearing liabilities:                              
    Demand deposits and escrow accounts   190,135               167,358          
    Other liabilities   30,501               24,616          
    Total liabilities   3,556,365               2,580,940          
    Shareholders’ equity   421,158               322,233          
    Total liabilities and shareholders’ equity $ 3,977,523             $ 2,903,173          
                                   
    Net interest income       $ 48,490             $ 37,000    
                                   
    Interest rate spread             4.21 %               4.49 %
    Net interest margin (5)             4.88 %               5.20 %
                                   
    Cost of funds (6)             4.13 %               4.22 %
                                   
    (1)  Interest income and yield are stated on a fully tax-equivalent basis using the statutory tax rate.
    (2)  Includes loans held for sale.
    (3)  Nonaccrual loans are included in the computation of average, but unpaid interest has not been included for purposes of determining interest income.
    (4)  Short-term investments include FHLB overnight deposits and other interest-bearing deposits.
    (5)  Net interest margin is calculated as net interest income divided by total interest-earning assets.
    (6)  Cost of funds is calculated as total interest expense divided by total interest-bearing liabilities plus demand deposits and escrow accounts.
     
    NORTHEAST BANK
    AVERAGE BALANCE SHEETS AND ANNUALIZED YIELDS
    (Unaudited)
    (Dollars in thousands)
      Six Months Ended December 31,
      2024     2023  
          Interest   Average       Interest   Average
      Average   Income/   Yield/   Average   Income/   Yield/
      Balance   Expense   Rate   Balance   Expense   Rate
    Assets:                              
    Interest-earning assets:                              
    Investment securities $ 47,708   $ 1,031   4.29 %   $ 59,986   $ 1,043   3.46 %
    Loans (1) (2) (3)   3,201,049     145,881   9.04 %     2,523,870     119,425   9.41 %
    Federal Home Loan Bank stock   15,961     676   8.40 %     21,790     881   8.04 %
    Short-term investments (4)   285,330     7,432   5.17 %     203,946     5,480   5.34 %
    Total interest-earning assets   3,550,048     155,020   8.66 %     2,809,592     126,829   8.98 %
    Cash and due from banks   2,164               2,500          
    Other non-interest earning assets   62,527               62,753          
    Total assets $ 3,614,739             $ 2,874,845          
                                   
    Liabilities & Shareholders’ Equity:                              
    Interest-bearing liabilities:                              
    NOW accounts $ 572,849   $ 12,312   4.26 %   $ 499,331   $ 10,781   4.29 %
    Money market accounts   138,738     2,219   3.17 %     243,725     4,142   3.38 %
    Savings accounts   183,141     3,210   3.48 %     106,820     1,477   2.75 %
    Time deposits   1,735,372     41,626   4.76 %     999,993     24,033   4.78 %
    Total interest-bearing deposits   2,630,100     59,367   4.48 %     1,849,869     40,433   4.35 %
    Federal Home Loan Bank advances   349,678     7,696   4.37 %     496,169     11,847   4.75 %
    Lease liability   19,808     467   4.68 %     21,568     425   3.92 %
    Total interest-bearing liabilities   2,999,586     67,530   4.47 %     2,367,606     52,705   4.43 %
                                   
    Non-interest bearing liabilities:                              
    Demand deposits and escrow accounts   182,648               168,348          
    Other liabilities   28,337               24,842          
    Total liabilities   3,210,571               2,560,796          
    Shareholders’ equity   404,168               314,049          
    Total liabilities and shareholders’ equity $ 3,614,739             $ 2,874,845          
                                   
    Net interest income       $ 87,490             $ 74,124    
                                   
    Interest rate spread             4.19 %               4.55 %
    Net interest margin (5)             4.89 %               5.25 %
                                   
    Cost of funds (6)             4.21 %               4.04 %
                                   
    (1)  Interest income and yield are stated on a fully tax-equivalent basis using the statutory tax rate.
    (2)  Includes loans held for sale.
    (3)  Nonaccrual loans are included in the computation of average, but unpaid interest has not been included for purposes of determining interest income.
    (4)  Short-term investments include FHLB overnight deposits and other interest-bearing deposits.
    (5)  Net interest margin is calculated as net interest income divided by total interest-earning assets.
    (6)  Cost of funds is calculated as total interest expense divided by total interest-bearing liabilities plus demand deposits and escrow accounts.
     
    NORTHEAST BANK
    SELECTED FINANCIAL HIGHLIGHTS AND OTHER DATA
    (Unaudited)
    (Dollars in thousands, except share and per share data)
      Three Months Ended
      December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023
    Net interest income $ 48,490     $ 39,000     $ 37,935     $ 36,512     $ 37,000  
    Provision for credit losses   1,944       422       547       596       436  
    Noninterest income   5,949       4,119       2,092       1,542       1,466  
    Noninterest expense   19,066       17,685       17,079       16,429       15,669  
    Net income   22,440       17,106       15,140       13,865       14,054  
                       
    Weighted-average common shares outstanding:                  
    Basic   8,044,345       7,886,148       7,765,868       7,509,320       7,505,109  
    Diluted   8,197,568       8,108,688       7,910,692       7,595,124       7,590,913  
    Earnings per common share:                  
    Basic $ 2.79     $ 2.17     $ 1.95     $ 1.85     $ 1.87  
    Diluted   2.74       2.11       1.91       1.83       1.85  
                       
    Dividends declared per common share $ 0.01     $ 0.01     $ 0.01     $ 0.01     $ 0.01  
                       
    Return on average assets   2.24%       2.09%       1.99%       1.87%       1.93%  
    Return on average equity   21.14%       17.53%       16.56%       16.45%       17.35%  
    Net interest rate spread (1)   4.21%       4.18%       4.41%       4.27%       4.49%  
    Net interest margin (2)   4.88%       4.90%       5.13%       5.01%       5.20%  
    Efficiency ratio (non-GAAP) (3)   35.02%       41.01%       42.67%       43.17%       40.73%  
    Noninterest expense to average total assets   1.90%       2.16%       2.24%       2.21%       2.15%  
    Average interest-earning assets to average interest-bearing liabilities   118.24%       118.48%       118.78%       119.28%       118.52%  
                       
      As of:
      December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023
    Nonperforming loans:                  
    Originated portfolio:                  
    Residential real estate $ 2,446     $ 3,976     $ 2,502     $ 2,573     $ 2,582  
    Commercial real estate   3,662       4,682       1,407       2,075       2,075  
    Commercial and industrial   6,696       6,684       6,520       6,928       6,950  
    Consumer   5                          
    Total originated portfolio   12,809       15,342       10,429       11,576       11,607  
    Total purchased portfolio   17,257       21,830       17,832       16,370       19,165  
    Total nonperforming loans   30,066       37,172       28,261       27,946       30,772  
    Real estate owned and other repossessed collateral, net   1,200                          
    Total nonperforming assets $ 31,266     $ 37,172     $ 28,261     $ 27,946     $ 30,772  
                       
    Past due loans to total loans   0.85%       0.89%       0.95%       1.13%       1.22%  
    Nonperforming loans to total loans   0.84%       1.06%       1.02%       1.05%       1.18%  
    Nonperforming assets to total assets   0.77%       0.94%       0.90%       0.93%       1.04%  
    Allowance for credit losses to total loans   1.25%       1.25%       0.97%       0.98%       1.06%  
    Allowance for credit losses to nonperforming loans   148.92%       117.40%       94.51%       92.83%       89.67%  
    Net charge-offs (recoveries) $ 869     $ 1,604     $ 1,347     $ 2,225     $ 995  
    Commercial real estate loans to total capital (4)   542.12%       604.38%       482.13%       509.08%       544.34%  
    Net loans to deposits   112.52%       110.70%       116.88%       118.15%       121.31%  
    Purchased loans to total loans   66.63%       69.11%       61.88%       60.99%       63.07%  
    Equity to total assets   10.88%       9.96%       12.02%       11.73%       11.03%  
    Common equity tier 1 capital ratio   12.66%       11.45%       13.84%       13.24%       12.63%  
    Total risk-based capital ratio   13.91%       12.70%       14.82%       14.22%       13.71%  
    Tier 1 leverage capital ratio   11.16%       12.06%       12.30%       11.79%       11.28%  
                       
    Total shareholders’ equity $ 444,101     $ 392,557     $ 376,634     $ 351,913     $ 327,540  
    Less: Preferred stock                            
    Common shareholders’ equity   444,101       392,557       376,634       351,913       327,540  
    Less: Intangible assets (5)                            
    Tangible common shareholders’ equity (non-GAAP) $ 444,101     $ 392,557     $ 376,634     $ 351,913     $ 327,540  
                       
    Common shares outstanding   8,492,856       8,212,026       8,127,690       7,977,690       7,804,052  
    Book value per common share $ 52.29     $ 47.80     $ 46.34     $ 44.11     $ 41.97  
    Tangible book value per share (non-GAAP) (6)   52.29       47.80       46.34       44.11       41.97  
                       
    (1) The net interest rate spread represents the difference between the weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities for the period.
    (2) The net interest margin represents net interest income as a percent of average interest-earning assets for the period.
    (3) The efficiency ratio represents noninterest expense divided by the sum of net interest income (before the credit loss provision) plus noninterest income.
    (4) For purposes of calculating this ratio, commercial real estate includes all non-owner occupied commercial real estate loans defined as such by regulatory guidance, including all land development and construction loans.
    (5) Includes the loan servicing rights asset.
    (6) Tangible book value per share represents total shareholders’ equity less the sum of preferred stock and intangible assets divided by common shares outstanding.
     

    For More Information:
    Richard Cohen, Chief Financial Officer
    Northeast Bank, 27 Pearl Street, Portland, Maine 04101
    207.786.3245 ext. 3249
    www.northeastbank.com

    The MIL Network

  • MIL-OSI USA: Rosen Introduces Bill to Make More Federal Lands Available for Housing Development, Protect Public Lands in Washoe County

    US Senate News:

    Source: United States Senator Jacky Rosen (D-NV)

    The Washoe County Lands Bill Would Protect Public Lands, Support Tribal Communities, Allow For Responsible Development, And Create New Opportunities To Lower Housing Costs
    WASHINGTON, D.C. – Today, U.S. Senator Jacky Rosen (D-NV) announced that she is reintroducing the Truckee Meadows Public Lands Management Act, also known as the Washoe County Lands Bill, to expand economic development opportunities and make more land available for housing in Washoe County, support local Tribal communities, increase access to outdoor recreation, and protect public lands . As the state with the highest percentage of public land in the nation, Nevada relies on federal legislation to make land available for development, like affordable housing, and to permanently protect outdoor spaces for future generations.
    For years, Senator Rosen has been working with a wide range of stakeholders across Washoe County to develop this comprehensive legislation. In 2023, she unveiled a working draft of the bill and collected feedback from hundreds of Nevadans during a public comment period, which she then incorporated into this legislation, which was previously introduced last year with the support of local government officials, conservation advocates, and business leaders.
    “As Nevadans continue to deal with high housing costs, I’m working to increase the amount of federal land available for housing development to bring down home prices and support sustainable growth for Washoe County,” said Senator Rosen. “My Washoe County Lands Bill will do that while also protecting hundreds of thousands of acres of public lands and supporting our state’s Tribal communities. I’ll keep working to ensure that this bill passes this new Congress to lower housing prices for hardworking Nevada families and help shape a better future for our state.”
    “I’m so proud that the Washoe County Board of County Commissioners supported Senator Rosen’s Truckee Meadows Public Lands Bill,” said Alexis Hill, Chair of the Washoe County Board of Commissioners. “We are committed to preserving our natural resources while allocating appropriate land for affordable and workforce housing, local governmental and tribal interests. We are especially excited about the potential revenue opportunities for Truckee River investments. This Bill will be a game changer for the future of northern Nevada.” 
    “Thank you to Senator Rosen for taking this all-important step to introduce a Lands Bill, which I believe is the single largest federal priority for the City of Sparks, Washoe County, and Reno areas,” said Ed Lawson, Mayor of the City of Sparks. “It will have a significant impact for all of us as we address the affordable housing issues throughout the region.”
    “With the collaborative effort from all stakeholders and Senator Rosen’s Office since 2017, a lands bill was created to greatly benefit the entire Truckee Meadows region,” said Daryl D. Gardipe, Chair of the Reno Sparks Indian Colony. “We are hopeful the re-introduction of this bill will pass unanimously as it represents all parties’ interests in an equitable fashion. Reno-Sparks Indian Colony is appreciative of all the support we received from all stakeholders to preserve our culturally important areas and our future growth.”
    “This legislation is a milestone in the history of public lands conservation in Nevada,” said Shaaron Netherton, Executive Director of Friends of Nevada Wilderness. “Northern Washoe County is home to critical wildlife habitat, uniquely dark skies, priceless cultural resources, and amazing outdoor recreation opportunities. Because Senator Rosen and her team spent countless hours consulting with multiple stakeholders, we now have a widely supported bill that will protect these values. We thank the Senator for her persistent leadership and look forward to working with her to help move this bill through Congress.”
    “The Nevada Chapter of Backcountry Hunters & Anglers is pleased to support the Truckee Meadows Public Land Management Act as recently introduced by Sen. Rosen and we thank her for her leadership. We see this legislation as a good representation of compromise by many stakeholders and interests that took many years and many versions to achieve,” said Bryce Pollock, Vice Chair, Nevada Chapter of Backcountry Hunters & Anglers. “We are very appreciative of Sen. Rosen’s consideration to ensure that public land access would not be limited for hunters and anglers along the Truckee River. We look forward to the conservation of more than one million acres of public lands, including many valuable recreation areas in North Washoe County, and are excited for the addition of a public shooting range that hunters can utilize for many generations to come.”
    “The Nevada Wildlife Federation thanks Senator Rosen for bringing all stakeholders together to create the Truckee Meadows Public Lands Management Act,” said Russell Kuhlman, Executive Director of Nevada Wildlife Federation. “This legislation provides the county with the opportunity to balance our increasing human population while safeguarding our access to public lands, wildlife habitat, and outdoor recreation, which includes hunting and fishing.”
    “EDAWN truly appreciates the dedication Senator Rosen has given this critical issue,” said Taylor Adams, President and CEO of the Economic Development Authority of Western Nevada (EDAWN). “In addition to safeguarding the natural beauty of Northern Nevada for future generations, this bill provides much-needed land that will ensure our region can continue to deliver sustainable growth of commercial development, housing, and the infrastructure required for both.”
    “The Reno + Sparks Chamber of Commerce is pleased to support Senator Rosen’s land management legislation,” said Ann Silver, CEO of the Reno + Sparks Chamber of Commerce. “The legislation provides a pathway for communities in the Truckee Meadows to develop much-needed affordable housing and expanded land uses that can be managed as we continue to grow. The legislation also conserves pristine areas in northern Nevada where residents, tribes, and visitors can explore and recreate.”
    Senator Rosen’s Truckee Meadows Public Lands Management Act will: 

    Permanently protect more than 1,000,000 acres of public lands.
    Promote sustainable growth and economic development by directing over 15,200 acres of public lands to be made eligible for sale, all of which must be assessed for its suitability for new affordable housing. An additional 33 acres are set aside to only be sold for affordable housing. Any land sold for affordable housing would have to be sold at less than fair market value.
    Support local Tribal communities by expanding land held in trust by more than 8,400 acres for the Reno-Sparks Indian Colony, 11,300 acres for the Pyramid Lake Paiute Tribe, and over 1,000 acres for the Washoe Tribe of Nevada and California.
    Provide local governments over 3,700 acres for public purposes such as parks, water treatment facilities, and schools. Land is specifically conveyed to Washoe County, the City of Reno, the City of Sparks, the Incline Village General Improvement District, the Gerlach General Improvement District, the State of Nevada, the Truckee River Flood Management Authority, the Washoe County School District, and the University of Nevada Reno.

    Senator Rosen has been working tirelessly to pass her Washoe County Lands Bill. Last year, she successfully urged the Senate Energy and Natural Resources Committee to hold a hearing on this legislation. After it passed out of committee, she took to the Senate floor to try to pass the legislation by unanimous consent, but was blocked by Washington politicians. She vowed to reintroduce the Washoe County Bill in her second term and is fulfilling that promise today.

    MIL OSI USA News

  • MIL-OSI USA: VIDEO: On Senate Floor, Rosen Opposes Confirmation of Project 2025 Co-Author Russell Vought as Director of the Office of Management and Budget

    US Senate News:

    Source: United States Senator Jacky Rosen (D-NV)

    Senator Rosen: “Nevadans are hurting, and they are looking to Congress for help. If Vought is given the power to shape our federal budget, we risk seeing critical programs slashed, leaving our seniors, working people, families facing higher costs, fewer services, and with less financial security.”

    Watch Senator Rosen’s Full Remarks HERE.
    WASHINGTON, DC – Today, U.S. Senator Jacky Rosen (D-NV) took the Senate floor to oppose the confirmation of one of the key authors of Project 2025, Russell Vought, to lead the Office of Management and Budget. In her speech, Senator Rosen highlighted Mr. Vought’s extreme far-right views and plans that would harm hard-working families, including putting programs like Medicare and Social Security on the chopping block, and giving tax breaks to billionaires and big corporations on the backs of seniors and working families.
    Below are excerpts of Senator Rosen’s floor remarks:
    Mr. President,
    Nevadans sent me to the Senate to stand up and fight for hardworking families throughout our state.
    And that’s exactly why I’m here today – to sound the alarm about Russell Vought’s nomination to lead the Trump Administration’s Office of Management and Budget. They oversee virtually every agency and the entire federal budget.
    Mr. Vought would be a disaster if he’s put in this role again. 
    Russell Vought vote is an extremist who will betray working families, betray your family – and there’s simply no other way to put it.
    After all, he was the main architect behind [the] Project 2025 agenda.
    You might have heard of it, but for those who don’t know, Project 2025 is Russell Vought’s far-right playbook for seizing full control of the federal government. I’m going to repeat that: this is he wrote the playbook to seize full control over the federal government. Our government. Your government.
    It’s filled with extreme ideas that would hurt families like yours. Ideas like putting essential government programs like Medicare, Medicaid, Social Security on the chopping block. And it’s going to give handouts to billionaires and big corporations on the backs of America’s middle class. On your backs.
    Seeing how much power this Administration has already given to unelected, unelected billionaire CEOs, it’s not hard to imagine what’s coming next.
    […]
    I urge my colleagues who are considering a vote for this nomination to think about what working people in this country are going through at this moment.
    I urge my colleagues to think about the Moms and the Dads who come home from a hard day at work. They have dinner with their family, they put their kids to bed, and then, instead of relaxing in front of the TV, they sit at the kitchen table, and they worry. And they’re worried sick about how they’re going to pay the bills, how they’re going to keep a roof over their head, how they’re going to keep putting food on the table.
    They’re going back and forth, trying to figure out what essentials they can live without just to make ends meet.
    At the same time, the billionaires that Russell Vought is looking out for, well, they don’t understand the struggle, I can bet you that. I’m going to say here: let’s ask those billionaires last time they went grocery shopping and worried about the price of eggs or milk. I bet they don’t have an answer for that. That’s who Mr. Vought fights for. And these struggles that real families are going through, they’re tough choices that far, far too many working families face every single day.
    And these are the people who will be hurt most by Russell Vought’s extreme, extreme agenda.
    And we know that, right now, these same families are feeling the squeeze of rising costs – it’s everywhere, the grocery store to the gas pump. 
    And with the added price spikes from President Trump’s reckless tariff threats, it’s going to get even harder to afford food, pay off an energy bill, or make rent – let alone, let alone buy a home.
    And so, it’s no wonder people are so frustrated with the way things are –  it shouldn’t have to be this way.
    We should be looking for opportunities to help make their lives better – to make things a little easier.
    At a time when Americans are already paying an arm and a leg for essentials – when they desperately need the support of critical government programs that make such a meaningful difference, why on earth would we confirm someone who will just make their lives harder? Why on earth would we do this?
    So, make no mistake: if Russell Vought is allowed to head up the OMB, he, Vought will work to make sure the ultra-wealthy get more, while struggling families get even less than they have now. This is who Russel Vought is, and this is what he’ll do – what he’ll do to you.
    Mr. President, Nevadans are hurting, and they are looking to Congress for help. 
    If Vought is given the power to shape our federal budget, we risk seeing critical programs slashed, leaving our seniors, working people, families facing higher costs, fewer services, and with less financial security. 
    And this isn’t just an ideological difference; it’s a real threat to millions of people’s well-being. To the very core of what’s most important to them: their families.
    And the stakes couldn’t be higher. And so, I urge my colleagues in the Senate to reject this reckless nomination for the sake of all of our families.

    MIL OSI USA News

  • MIL-OSI USA: 02.06.2025 Sen. Cruz Introduces Constitutional Amendment to Prevent Democrats from Court Packing the Supreme Court

    US Senate News:

    Source: United States Senator for Texas Ted Cruz

    WASHINGTON, D.C. – U.S. Sen. Ted Cruz (R-Texas), a member of the Senate Judiciary Committee and Chairman of the Subcommittee on Federal Courts, Oversight, Agency Action, and Federal Rights, introduced a constitutional amendment to maintain a total of nine Supreme Court justices on the bench at a time.
    Once approved by Congress, the amendment would go to the states for ratification.
    Upon introduction, Sen. Cruz said, “For years, Democrats have openly said they intend to pack the Supreme Court. They seek to use the Court to advance policy goals they can’t accomplish electorally. Such a move would be a direct assault on the design of our Constitution, which is designed to ensure the Supreme Court remains a non-partisan guardian of the rule of law. This amendment is a badly-needed check on their efforts to undermine the integrity of the Court.”
    Sen. Grassley said, “Democrats’ radical court packing scheme would erase the legitimacy of the Supreme Court and destroy historic precedent. The Court is a co-equal branch of government, and our Keep Nine Amendment will ensure that it remains independent from political pressure.”
    Sen. Cornyn said, “Democrats have turned the legal system into a vehicle for advancing policy goals they can’t achieve at the ballot box or in Congress. I’m proud to join Sen. Cruz in supporting this resolution calling for a constitutional amendment to prevent the Democrats from packing the Court and undermining the rule of law.”
    Sen. Lee said, “It is vital that we protect the independence and integrity of the Supreme Court. Radical Democrats will not stop trying to rig the decisions they want through court packing, and this legislation would permanently take that dangerous option off the table.”
    Sen. Crapo said, “Throughout our nation’s history, the Supreme Court has successfully safeguarded our Constitution. Packing the Court would unnecessarily increase partisanship within the institution, creating greater challenges in settling the pressing cases that matter to Americans in a constitutional and just way.”
    Sen. Capito said, “A nine Justice court has worked for our country for more than 150 years. Increasing that number in a partisan effort to achieve a desired policy result is a never-ending proposition. If court-packing were pursued, respect for the Supreme Court would plummet and the checks and balances of our constitutional order would be threatened. We should preserve our independent judiciary by closing the door to the Democrats radical court packing proposals.”
    Sen. Blackburn said, “The radical left wants to pack the Supreme Court to implement their socialist agenda. The number of justices on our nation’s highest court should stay the same regardless of which party is in power.”
    Sen. Cassidy said, “Packing the courts to achieve a preordained outcome is not what our Founding Fathers had in mind. Nine justices has been a good number for 156 years; I’m sure it will be for another 156.”
    Sen. Young said, “Though there is less talk about court packing these days from Democrats, adding to the Supreme Court remains a bad idea. I am again supporting this legislation to protect the constitutional credibility of the Supreme Court.”
    Sen. Hyde-Smith said, “The Supreme Court was designed by our Founders to protect justice, not be used as a political pawn.  We need to keep it that way.  Packing the Court for political leverage destabilizes the integrity of the institution and is dangerous for our country.  If this constitutional amendment is approved by Congress and the states, the issue will be settled for good.”
    Sen. Banks said, “Americans forcefully rejected Democrats at the ballot box last year. Their backup plan is to override the will of the voters by packing the Court. This amendment crushes that plan.”
    Sen. Risch said, “Democrats’ attempts to pack the Supreme Court with radical appointees undermines our democracy and American confidence in our judicial system. The Keep Nine Constitutional Amendment would ensure justices focus on upholding the rule of law rather than legislating from the bench.”
    The proposed constitutional amendment was co-sponsored by Sens. Chuck Grassley (R-Iowa), John Cornyn (R-Texas), Mike Lee (R-Utah), Mike Crapo (R-Idaho), Shelley Moore Capito (R-W.Va.), Marsha Blackburn (R-Tenn.), Bill Cassidy (R-La.), Todd Young (R-Ind.), Cindy Hyde-Smith (R-Miss.), Jim Banks (R-Ind.), Jim Risch (R-Idaho), Thom Tillis (R-N.C.), Bill Hagerty (R-Tenn.), Katie Britt (R-Ala.), Tim Sheehy (R-Mont.), Roger Wicker (R-Miss.), and Deb Fischer (R-Neb.).
    Read the complete text of the amendment here.
    BACKGROUND
    Sen. Cruz previously introduced this amendment in 2023 and 2020.
    Over the past several years, top Democrats have pledged to expand the number of justices on the Supreme Court when they are able to.
    Former Vice President Kamala Harris said “We are on the verge of a crisis of confidence in the Supreme Court […] We have to take this challenge head on, and everything is on the table to do that.” Sen. Ed Markey (D-Mass.) posted online “Mitch McConnell set the precedent. No Supreme Court vacancies filled in an election year. If he violates it, when Democrats control the Senate in the next Congress, we must abolish the filibuster and expand the Supreme Court.” Sen. Mazie Hirono (D-Hawaii)called court-packing “long-overdue court reform.” Sen. Elizabeth Warren (D-Mass.) said “I’m open. […] Actually, I mean, we could. […] Look, there are a lot of different ways to do it. The number of people on the Supreme Court is not constitutionally constricted.”
    Meanwhile Democrats, including Joe Biden, falsely called Senate Republican’s efforts to confirm Judge Barrett “court-packing.” Sen. Cruz has said, “Court-packing does not mean nominating a justice to fill a vacancy. […] It is expanding the number of justices. And, you know, Joe Biden in 1983 said court-packing was ‘a bone-headed idea,’ and now that bone-headed idea I think is their agenda number one if they win on Election Day.”

    MIL OSI USA News

  • MIL-OSI USA: 02.06.2025 Sen. Cruz, Rep. Jackson Introduce Legislation to Bring Cutting-Edge Technological Training to Sheppard Air Force Base

    US Senate News:

    Source: United States Senator for Texas Ted Cruz

    WASHINGTON, D.C. – U.S. Sen. Ted Cruz (R-Texas) introduced the Advancing Innovation and Maintenance through Headquarters for Instruction, Growth, and High-Tech Training (AIM HIGH) Act. The legislation would establish an Air Force Technical Training Center of Excellence at Sheppard Air Force Base in Wichita Falls, Texas, which would function as a state-of-the-art training center and position Texas at the forefront of military and technical training. Rep. Ronny Jackson (R-Texas-13) introduced parallel legislation in the House of Representatives.
    Upon introduction, Sen. Cruz said, “America’s military strength depends on the skill and readiness of our servicemembers. Providing them with the best training centers and equipment is of the utmost importance. The AIM HIGH Act will establish Sheppard Air Force Base in Wichita Falls, Texas, as the nation’s center of excellence for cutting-edge technological education, ensuring the U.S. Air Force remains the world’s most advanced and capable fighting force.”
    Rep. Jackson said, “Sheppard Air Force Base is vital to the continued success of Texas’ Thirteenth Congressional District and the national security of our great nation. As a Member of the House Armed Services Committee, advocating for Sheppard’s growth has been one of my top priorities. This legislation aims to elevate critical support functions within our military. By establishing a Technical Training Center of Excellence, we will create new opportunities for the next generation of airmen while ensuring our Air Force remains at the forefront of technical training innovation. I’m proud to work alongside my friend, Senator Cruz, in advocating for this crucial initiative and will continue to push for its inclusion in this year’s National Defense Authorization Act.”
    Read the bill text here.
    BACKGROUND
    During the 118th Congress, Sen. Cruz introduced the Air Force Technical Training Center of Excellence Act as a standalone bill in 2024 and an amendment to the FY25 National Defense Authorization Act (NDAA).
    About Sheppard Air Force Base:
    Texas’ Sheppard AFB is home to the Air Force’s largest technical training wing, the 82nd Training Wing, as well as the 80th Flying Training Wing, the world’s only internationally manned and managed flying training program.
    Sheppard AFB trains pilots and maintainers as well as the propulsion, avionics maintenance, flight equipment, fuels, munitions, and aerospace ground equipment specialists needed to keep planes in the air, and the civil engineers, plumbers, telecommunications specialists, and electricians. It graduates more than 65,000 Airmen annually in roughly 1,000 courses across 73 career fields.
    Sheppard AFB is also home to the Euro-NATO Joint Jet Pilot Training (ENJJPT) program headquarters. ENJJPT is the world’s only multi-nationally managed and conducted flying training program, designed to train fighter pilots for 14 NATO partner nations. The program is a critical component of the U.S. Air Force’s and NATO’s pilot training pipeline, emphasizing coalition interoperability and high-quality aviation instruction.

    MIL OSI USA News

  • MIL-OSI USA: India Country Analysis Brief

    Source: US Energy Information Administration

    MIL OSI USA News

  • MIL-OSI Australia: Cost-of-living help for students visiting nation’s capital

    Source: Australia Government Ministerial Statements

    The Albanese Government is taking the pressure off family budgets by boosting travel rebates for students who visit the nation’s capital in 2025.

    The Parliament and Civics Education Rebate (PACER) program provides financial assistance for students to visit Canberra and experience our national democratic, historical and cultural institutions first-hand.

    Rebates have been extended for 2025 and will range up to $2,040 per student, depending on the location of the school, with additional loadings for eligible schools in disadvantaged, regional, and remote areas. Home schooling families are also eligible for the rebate. 

    These additional rebates, for example, take the rebate amount for a student from a remote, disadvantaged school in New South Wales, 500-999 kilometres from Canberra, from $45 to $165.

    For a student from a very remote, disadvantaged school in the Northern Territory, 3,000 kilometres or more from Canberra, the rebate has increased from $510 to $2,040.

    To further boost student knowledge of Australia’s system of government, legal system and Australian citizenship, a new online hub has been launched. 

    The Civics and Citizenship Education (CCE) Hub contains more than 200 nationally coordinated, high-quality teaching resources that will save teachers time and support them to teach students from Years 3 to 10. 

    Teachers have access to resources to help them run mock parliamentary debates and elections, quizzes, case studies and a range of other sources to support student learning.

    The CCE Hub forms part of a suite of online resources and professional learning from the Albanese Government to support teaching and learning of the Australian Curriculum, with $34.6 million being invested over four years.

    For more information on the PACER rebate including the eligibility criteria, visit www.pacer.org.au.

    Quotes attributable to Minister for Education Jason Clare:

    “It’s important to get out of the classroom and experience our historical and cultural institutions first-hand.

    “To see and feel our history at the War Memorial and Old Parliament House, and see it being made in the new Parliament.

    “That’s why the Albanese Government is helping families with cost-of-living by offering rebates to make it more affordable to come to the Capital.

    “I want more Australian students, wherever they live, to do this and that’s what these rebates do.”
     

    MIL OSI News

  • MIL-OSI Security: Dallas, Texas, Man Admits Making Threats of Violence Against Sikh Organization

    Source: Federal Bureau of Investigation (FBI) State Crime Alerts (c)

    CAMDEN, N.J. – A man from Dallas County, Texas admitted to a federal hate crime and for making interstate threats against the employees of a Sikh nonprofit organization, Acting U.S. Attorney Vikas Khanna for the District of New Jersey and Deputy Assistant Attorney General Kathleen Wolfe of the Justice Department’s Civil Rights Division announced.

    Bushan Athale, 49, of Dallas, Texas, pleaded guilty today before U.S. District Judge Edward S. Kiel in Camden federal court to an Information charging him with one count of interfering with federally protected activities through the threatened use of a dangerous weapon and one count of transmitting an interstate threat to injure another person.  Sentencing is scheduled for June 3, 2025.

    “Threats of violence have no place in our society,” said Vikas Khanna, Acting U.S. Attorney for the District of New Jersey.  “Every individual in this country must be free to practice their religion without fear of violence or persecution.  We will continue to ensure the safety of our communities by prosecuting those who threaten our basic American freedoms.”

    “Every citizen has the right to feel safe, secure, and free from fear of violence or hate,” said Wayne A. Jacobs, Special Agent in Charge of the FBI’s Philadelphia Field Office. “We are deeply grateful to our law enforcement and community partners who stand with us daily. Together, we remain steadfast in pursuing those who threaten the safety and well-being of the people we are sworn to protect.”

    According to documents filed in the case and statements made in court:

    On or about September 17, 2022, Athale called the main number of an organization that advocates for the civil rights of Sikh individuals within the United States.  Over the course of the next hour, Athale left seven voicemails expressing hatred toward Sikh individuals working at this same organization and threatening to injure or kill these individuals with a razor.

    Athale’s voicemails, which were filled with violent imagery and obscenity, contained references to places, people, and tenets that are particularly significant within the Sikh religion.  Among other things, Athale stated his intention to “catch” the Sikhs at Organization 1, forcibly shave their “top and bottom hair,” use a “razor” to “cut” their hair and “make” them bald, “make” them smoke and eat tobacco, and “show [them] the heaven.”

    On March 21, 2024, Athale again called the same Sikh organization and left two more voicemails.  In these voicemails, Athale again used violent, sexual imagery to express his hatred toward Sikhs as well as Muslims, and spouted antisemitic rhetoric.

    During his guilty plea, Athale also admitted to additional conduct reflecting his long history of making violent threats rooted in religious animus.  For example, Athale admitted that on November 6, 2021 and November 7, 2021, he had sent electronic messages to a former co-worker, in which he stated that he “hate[d] Pakistan” and “hate[d] Muslims.”  Athale wrote, “I hate you, I just don’t know how to kill your whole family including you?  Tell me???  I will figure it out […] Probably I will hire a Jew, they will be most happy.”

    Athale also admitted that, from May 28, 2024 to May 31, 2024, he had sent threatening electronic messages to a recruiter who he believed to be a Muslim. Athale wrote statements such as “you will be dead, get out [expletive] Muslim” and “If you dont [sic] back off you are killed.”

    The charge of interfering with federally protected activities carries a maximum potential penalty of ten years in prison and the charge of transmitting an interstate threat carries a maximum potential penalty of five years in prison. Both charges also carry a maximum potential penalty of up to a $250,000 fine. The defendant also may be sentenced to a term of supervised release after any term of imprisonment imposed.

    Acting U.S. Attorney Khanna credited the special agents of the FBI of the Philadelphia Division, under the direction of Special Agent in Charge Wayne A. Jacobs, with the investigation leading up to this guilty plea.     

    The government is represented by Assistant U.S. Attorney Sara A. Aliabadi of the Special Prosecutions Division in Camden, Assistant U.S. Attorney Jason M. Richardson of the Civil Rights Division in Camden, and Trial Attorney Eric Peffley of the Justice Department’s Civil Rights Division.

                                                                 ###                               

    Defense Counsel: AFPD Maggie Moy

    MIL Security OSI

  • MIL-OSI Security: Ninth Air Force’s largest-ever RADR exercise executed by 379th ECES

    Source: United States Air Force

    The 379th Expeditionary Civil Engineer Squadron executed the Ninth Air Force’s largest-ever no-notice Rapid Airfield Damage Recovery exercise, setting a benchmark across the branch. The multi-day RADR exercise played a part in the broader Ninth Air Force (Air Forces Central) directed operation Agile Spartan 25.1.

    MIL Security OSI

  • MIL-OSI: First Pacific Bancorp Reports Fourth Quarter and Full Year 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    WHITTIER, Calif., Feb. 06, 2025 (GLOBE NEWSWIRE) — First Pacific Bancorp (the “Company”) (OTC Pink: FPBC), the holding company for First Pacific Bank (the “Bank”), today reported consolidated results for the fourth quarter and year ending December 31, 2024, marking its seventh consecutive quarter of profitability. The Company remains well-capitalized, with a robust liquidity position supported by a stable core deposit base and access to substantial sources of liquidity.

    Highlights for the fourth quarter and full year 2024 include:

    • Total assets ended 2024 at $433 million, up $13 million from $420 million at year end 2023.
    • Total deposits ended 2024 at $351 million, up $18 million since year end 2023.
    • Total loans ended 2024 at $277 million, up $2 million from year end 2023.
    • Asset quality remains excellent with minimal levels of classified or non-performing assets.
    • The Bank ended the fourth quarter with a strong capital position, with a leverage capital ratio of 9.0% and a total risk-based capital ratio of 13.4%.
    • As of December 31, 2024, cash and cash equivalents totaled $41 million, including funds invested overnight, up $19 million since year end 2023.
    • Unused borrowing capacity from credit facilities in place on December 31, 2024, totaled $167 million.

    For the fourth quarter ending December 31, 2024, the Company realized a pre-tax, pre-provision profit of $702 thousand, compared to a pre-tax, pre-provision profit of $345 thousand in Q3 2024. Net income for the fourth quarter of 2024 was $500 thousand, up from $249 thousand in Q3 2024. For the twelve months ending December 31, 2024, the Company reported $1.1 million in net income, up from a net loss of $164 thousand reported for the twelve months ending December 31, 2023.     

    Asset quality remains excellent with minimal non-performing assets and the allowance for credit losses is 1.15% of total loans. There was no provision for credit losses recognized for the year ending 2024, compared to $906 thousand for the year ending December 31, 2023.

    “We are pleased to close out 2024 on a strong note, achieving seven consecutive quarters of profitability and demonstrating the success of our strategic approach,” said Joe Matranga, Chairman of the Board of Directors. “With a solid capital position, strong liquidity, and sound financial standing, we are well-positioned to continue to execute our strategy and drive sustainable, long-term value for our stakeholders.”

    “We delivered another strong quarter of financial results highlighted by loan and deposit growth, excellent asset quality, and a solid capital and liquidity position,” said Nathan Rogge, President and Chief Executive Officer. “We enter 2025 with strong momentum and a clear growth strategy, driven by strategic investments in technology and innovation designed to enhance the banking experience and reinforce our competitive advantage.”

    “As a Southern California-based company, we are deeply saddened by the devastation caused by the recent wildfires. Our thoughts and prayers are with everyone impacted by this disaster and we are committed to helping Los Angeles move forward.”

    ABOUT FIRST PACIFIC BANK

    First Pacific Bank is a wholly owned subsidiary of First Pacific Bancorp (OTC Pink: FPBC) and is a growing community bank catering to individuals, professionals, and small-to-medium sized businesses throughout Southern California. Since opening in 2006, the Bank has offered a personalized approach, access to decision makers, a broad range of solutions, and a commitment to delivering an exceptional customer experience. First Pacific Bank operates locations in Los Angeles County, Orange County, San Diego County, and the Inland Empire. For more information, visit firstpacbank.com or call 888.BNK.AT.FPB.

    FORWARD-LOOKING STATEMENTS

    This news release may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, and First Pacific Bancorp intends for such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Future events are difficult to predict, and the expectations described above are necessarily subject to risk and uncertainty that may cause actual results to differ materially and adversely. Forward-looking statements relate to, among other things, our business plan, and strategies, and can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may” and similar expressions. These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. Factors that might cause such differences include, but are not limited to: successfully realizing the benefits of our business strategy and plans,; changes in general economic and financial market conditions, either nationally or locally, in areas in which First Pacific Bank conducts its operations; effects of inflation and changes in interest rates; continuing consolidation in the financial services industry; new litigation or changes in existing litigation; increased competitive challenges and expanding product and pricing pressures among financial institutions; impact of any natural disasters, including earthquakes; effect of governmental supervision and regulation, including any regulatory or other enforcement actions; legislation or regulatory changes which adversely affect First Pacific Bank’s operations or business; loss of key personnel; and changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies. The Company does not undertake, and specifically disclaims any obligation to update any forward-looking statements to reflect occurrences or unanticipated events, or circumstances after the date of such statements except as required by law.  

    — Summary Financial Tables Follow —

    First PacificBancorp          
    Consolidated Balance Sheets          
    (Unaudited)          
      Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023
    ASSETS          
    Cash and due from banks $ 4,708,926   $ 23,584,084   $ 4,671,483   $ 7,317,500   $ 4,308,149  
    Fed funds sold & int-bearing balances   36,290,000     25,520,000     37,860,000     37,575,000     18,060,000  
    Total cash and cash equivalents   40,998,926     49,104,084     42,531,483     44,892,500     22,368,149  
               
    Debt securities (AFS)   1,866,022     3,041,852     3,077,666     5,138,340     5,257,049  
    Debt securities (HTM)   100,257,560     101,260,391     102,202,926     103,474,749     104,343,133  
    Total debt securities   102,123,582     104,302,243     105,280,592     108,613,089     109,600,182  
               
    Construction & land development   23,320,351     23,067,204     24,651,513     25,480,398     27,070,749  
    1-4 Family residential   58,588,090     58,082,570     68,588,393     68,521,663     66,567,165  
    Multifamily residential   28,561,276     28,966,811     26,800,829     26,947,419     27,128,177  
    Nonfarm, nonresidential real estate   100,066,570     99,715,860     94,643,169     97,893,840     99,627,812  
    Commercial & industrial   62,322,690     57,342,017     53,504,969     54,785,564     53,938,659  
    Consumer & Other   4,525,108     780,639     1,831,036     1,123,918     865,849  
    Total loans   277,384,085     267,955,101     270,019,909     274,752,802     275,198,411  
    Allowance for credit losses (loans)   (3,179,637 )   (3,109,975 )   (3,109,975 )   (3,109,975 )   (3,109,975 )
    Total loans, net   274,204,448     264,845,126     266,909,934     271,642,827     272,088,436  
               
    Premises, equipment, and ROU net   1,328,964     1,452,886     1,714,833     1,992,588     2,268,671  
    Goodwill, core deposit & other intangibles   1,273,134     1,287,129     1,298,084     1,313,367     1,328,651  
    Bank owned life insurance   5,287,738     5,257,550     5,227,763     5,198,654     5,170,521  
    Accrued interest and other assets   7,755,355     7,505,380     7,476,554     7,415,609     7,392,301  
               
    Total Assets $ 432,972,147   $ 433,754,398   $ 430,439,243   $ 441,068,634   $ 420,216,911  
               
    LIABILITIES AND SHAREHOLDERS’ EQUITY          
    Deposits:          
    Noninterest-bearing demand $ 131,515,568   $ 129,473,091   $ 144,240,187   $ 133,945,262   $ 121,348,095  
    Interest-bearing transaction accounts   28,454,639     24,660,000     24,797,108     28,166,207     34,716,150  
    Money market and savings   146,423,126     143,270,628     143,497,864     148,732,230     139,011,862  
    Time deposits   44,302,867     44,388,137     41,060,590     38,662,227     38,235,413  
    Total deposits   350,696,200     341,791,856     353,595,749     349,505,926     333,311,520  
               
    Borrowings   40,000,000     50,000,000     35,000,000     50,000,000     45,000,000  
    Accrued interest and other liabilities   3,122,902     3,430,132     3,781,444     3,936,909     4,530,208  
    Total liabilities   393,819,102     395,221,988     392,377,193     403,442,835     382,841,728  
               
    Shareholders’ Equity:          
    Capital stock and APIC   37,272,567     37,117,627     36,970,386     36,788,606     36,699,786  
    Retained earnings   2,650,877     2,151,305     1,902,788     1,705,174     1,543,264  
    Accum other comprehensive income   (770,399 )   (736,522 )   (811,124 )   (867,981 )   (867,867 )
    Total shareholders’ equity   39,153,045     38,532,410     38,062,050     37,625,799     37,375,183  
               
    Total Liabilities and Shareholders’ Equity $ 432,972,147   $ 433,754,398   $ 430,439,243   $ 441,068,634   $ 420,216,911  
               
    First PacificBancorp          
    Consolidated Income Statements – Quarterly          
    (Unaudited)          
               
      Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023
    INTEREST INCOME          
    Loans, including fees $ 4,814,128 $ 4,817,174 $ 4,655,844 $ 4,700,535 $ 4,653,303  
    Debt securities   484,508   499,268   514,613   543,857   544,330  
    Fed funds & int-bearing balances   419,597   450,166   573,022   410,685   258,178  
    Total interest income   5,718,233   5,766,608   5,743,479   5,655,077   5,455,811  
               
    INTEREST EXPENSE          
    Deposits   1,777,351   1,790,578   1,687,121   1,746,032   1,542,541  
    Borrowings   332,375   444,250   524,599   507,390   705,324  
    Total interest expense   2,109,726   2,234,828   2,211,720   2,253,422   2,247,865  
               
    Net interest income   3,608,507   3,531,780   3,531,759   3,401,655   3,207,946  
               
    Provision for credit losses           101,538  
               
    Net interest income after provision   3,608,507   3,531,780   3,531,759   3,401,655   3,106,408  
               
    NONINTEREST INCOME          
    Service charges, fees and other income   119,173   106,628   96,460   108,365   108,769  
    Sublease income     53,975   52,970   53,872   53,872  
    Gains (losses) on sale of assets     15,335       (12,982 )
    Gains on early payoff of debt   54,125     144,325      
    Total noninterest income   173,298   175,938   293,755   162,237   149,659  
               
    NONINTEREST EXPENSE          
    Salaries and benefits   1,984,774   2,154,290   2,182,674   2,178,486   1,954,029  
    Occupancy and equipment   258,180   374,069   363,695   368,816   384,088  
    Other expense   836,692   834,281   1,007,247   794,158   894,440  
    Total noninterest expense   3,079,646   3,362,640   3,553,616   3,341,460   3,232,557  
               
    Income before income tax expense   702,159   345,078   271,898   222,432   23,510  
               
    Income tax expense (benefit)   202,586   96,563   74,281   60,524   (31,955 )
               
    Net Income $ 499,573 $ 248,515 $ 197,617 $ 161,908 $ 55,465  
               
    Earnings per share basic (QTR) $ 0.12 $ 0.06 $ 0.05 $ 0.04 $ 0.01  
    Weighted average shares outstanding (QTR)   4,293,829   4,288,851   4,283,351   4,281,653   4,231,841  
               
    First PacificBancorp    
    Consolidated Income Statements – Year-to-Date    
    (Unaudited)    
         
      Dec 31, 2024 Dec 31, 2023
    INTEREST INCOME    
    Loans, including fees $ 18,987,681 $ 16,705,212  
    Investment securities   2,042,246   2,279,349  
    Fed funds & int-bearing balances   1,853,470   1,000,827  
    Total interest income   22,883,397   19,985,388  
         
    INTEREST EXPENSE    
    Deposits   7,001,082   4,744,486  
    Borrowings   1,808,614   2,440,727  
    Total interest expense   8,809,696   7,185,213  
         
    Net interest income   14,073,701   12,800,175  
         
    Provision for credit losses     905,966  
         
    Net interest income after provision   14,073,701   11,894,209  
         
    NONINTEREST INCOME    
    Service charges, fees and other income   430,626   455,823  
    Sublease income   160,817   212,074  
    Gains (losses) on sale of assets   15,335   129,093  
    Gains on early payoff of debt   198,450   123,077  
    Total noninterest income   805,228   920,067  
         
    NON INTEREST EXPENSE    
    Salaries and benefits   8,500,224   8,558,603  
    Occupancy and equipment   1,364,760   1,470,277  
    Other expense   3,472,378   3,124,577  
    Total noninterest expense   13,337,362   13,153,457  
         
    Income before income tax expense   1,541,567   (339,181 )
         
    Income tax expense (benefit)   433,954   (175,262 )
         
    Net Income (loss) $ 1,107,613 $ (163,919 )
         
    Earnings (loss) per share basic (YTD) $ 0.26 $ (0.04 )
    Weighted average shares outstanding (YTD)   4,286,945   3,992,738  
               
    First PacificBancorp            
    Quarterly Financial Highlights            
    (Unaudited)            
        Quarterly
        2024 2024 2024 2024 2023
    ($ in thousands except per share data)   4th Qtr 3rd Qtr 2nd Qtr 1st Qtr 4th Qtr
    EARNINGS            
    Net interest income $ 3,609   3,532   3,532   3,402   3,208  
    Provision for loan losses $ 0   0   0   0   102  
    Noninterest income $ 173   176   294   162   150  
    Noninterest expense $ 3,080   3,363   3,554   3,341   3,233  
    Income tax expense $ 203   97   74   61   (32 )
    Net income $ 500   249   198   162   55  
                 
    Earnings per share basic $ 0.12   0.06   0.05   0.04   0.01  
    Weighted average shares outstanding   4,293,829   4,288,851   4,283,351   4,281,653   4,231,841  
    Ending shares outstanding   4,294,500   4,291,927   4,283,351   4,283,351   4,231,841  
                 
    PERFORMANCE RATIOS            
    Return on average assets   0.47 % 0.23 % 0.18 % 0.15 % 0.05 %
    Return on average common equity   5.12 % 2.58 % 2.10 % 1.73 % 0.59 %
    Yield on loans   6.91 % 6.98 % 6.97 % 6.84 % 6.69 %
    Yield on earning assets   5.50 % 5.58 % 5.52 % 5.49 % 5.35 %
    Cost of deposits   1.98 % 2.05 % 1.96 % 2.05 % 1.89 %
    Cost of funding   2.18 % 2.32 % 2.28 % 2.35 % 2.37 %
    Net interest margin   3.47 % 3.42 % 3.40 % 3.31 % 3.15 %
    Efficiency ratio   81.4 % 90.7 % 92.9 % 93.8 % 96.3 %
                 
    CAPITAL            
    Tangible equity to tangible assets   8.77 % 8.61 % 8.57 % 8.26 % 8.61 %
    Book value (BV) per common share $ 9.12   8.98   8.89   8.78   8.83  
    Tangible BV per common share $ 8.82   8.68   8.58   8.48   8.52  
                 
    ASSET QUALITY            
    Net loan charge-offs (recoveries) $ 0   0   0   0   0  
    Allowance for credit losses (loans) $ 3,180   3,110   3,110   3,110   3,110  
    Allowance to total loans   1.15 % 1.16 % 1.15 % 1.13 % 1.13 %
    Nonperforming loans $ 672   991   77   160   61  
                 
    END OF PERIOD BALANCES            
    Total loans $ 277,384   267,955   270,020   274,753   275,198  
    Total assets $ 432,972   433,754   430,439   441,069   420,217  
    Deposits $ 350,696   341,792   353,596   349,506   333,312  
    Loans to deposits   79.1 % 78.4 % 76.4 % 78.6 % 82.6 %
    Shareholders’ equity $ 39,153   38,532   38,062   37,626   37,375  
    Full-time equivalent employees   49   44   44   46   45  
                 
    AVERAGE BALANCES (QTRLY)            
    Total loans $ 276,294   273,960   267,766   275,578   276,016  
    Earning assets $ 412,417   410,298   416,965   412,791   404,210  
    Total assets $ 425,750   424,199   430,830   426,592   417,595  
    Deposits $ 355,369   346,142   346,032   341,226   323,300  
    Shareholders’ equity $ 38,746   38,267   37,788   37,443   37,179  

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