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MIL-OSI: Parker Reports Fiscal 2025 Second Quarter Results

Source: GlobeNewswire (MIL-OSI)

CLEVELAND, Jan. 30, 2025 (GLOBE NEWSWIRE) — Parker Hannifin Corporation (NYSE: PH), the global leader in motion and control technologies, today reported results for the quarter ended December 31, 2024, that included the following highlights (compared with the prior year quarter):

Fiscal 2025 Second Quarter Highlights:

Sales were $4.7 billion; organic sales growth was 1%
Net income was $949 million, an increase of 39%, or $853 million adjusted, an increase of 6%
EPS were $7.25, an increase of 39%, or $6.53 adjusted, an increase of 6%
Segment operating margin was 22.1%, an increase of 100 bps, or 25.6% adjusted, an increase of 110 bps
YTD cash flow from operations increased 24% to $1.7 billion, or 17.4% of sales

“Our performance this quarter reflects our focus on operational excellence and the strength of our balanced portfolio,” said Jenny Parmentier, Chairman and Chief Executive Officer. “We delivered record segment operating margin across all businesses, record earnings per share and year-to-date cash flow from operations. Strong cash flow from operations coupled with proceeds from previously announced divestitures allowed us to substantially reduce debt by $1.1 billion this quarter. We are encouraged to see industrial orders turn positive mainly in our longer-cycle businesses. Looking ahead, we have updated our outlook for fiscal year 2025 to reflect stronger Aerospace growth, currency headwinds and a continued delay in the expected industrial recovery. Our strong cash generation creates capital deployment optionality, and we remain committed to our strategy of actively deploying capital to drive shareholder value.”

This news release contains non-GAAP financial measures. Reconciliations of adjusted numbers and certain non-GAAP financial measures are included in the financial tables of this press release.

Outlook

Guidance for the fiscal year ending June 30, 2025 has been updated. The company expects:

Sales growth in fiscal 2025 of (2%) to 1%, with organic sales growth of approximately 2%; divestitures of (1.5%) and unfavorable currency of (1.0%)
Total segment operating margin of approximately 22.7%, or approximately 25.8% on an adjusted basis
EPS of $24.46 to $25.06, or $26.40 to $27.00 on an adjusted basis

Segment Results

Diversified Industrial Segment

North America Businesses
$ in mm	FY25 Q2			FY24 Q2			Change			Organic Growth
Sales	$	1,928		$	2,110			-8.6	%		-5.0	%
Segment Operating Income	$	427		$	462			-7.6	%
Segment Operating Margin		22.1	%		21.9	%	20 bps
Adjusted Segment Operating Income	$	473		$	510			-7.2	%
Adjusted Segment Operating Margin		24.6	%		24.2	%	40 bps

Achieved record adjusted segment operating margin
Continued softness in transportation and off-highway markets
Delayed industrial recovery

International Businesses
$ in mm	FY25 Q2			FY24 Q2			Change			Organic Growth
Sales	$	1,325		$	1,404			-5.7	%		-3.0	%
Segment Operating Income	$	284		$	290			-2.2	%
Segment Operating Margin		21.4	%		20.7	%	70 bps
Adjusted Segment Operating Income	$	320		$	323			-1.2	%
Adjusted Segment Operating Margin		24.1	%		23.0	%	110 bps

Achieved record adjusted segment operating margin
Broad-based softness continued in Europe
Gradual recovery continued in Asia

Aerospace Systems Segment

$ in mm	FY25 Q2			FY24 Q2			Change			Organic Growth
Sales	$	1,490		$	1,306			14.0	%		14.0	%
Segment Operating Income	$	338		$	263			28.5	%
Segment Operating Margin		22.7	%		20.1	%	260 bps
Adjusted Segment Operating Income	$	420		$	347			21.2	%
Adjusted Segment Operating Margin		28.2	%		26.5	%	170 bps

Achieved record sales and adjusted segment operating margin
Achieved 14% organic sales growth
20%+ aftermarket and mid-single digit OEM sales growth

Order Rates

	FY25 Q2
Parker	+5	%
Diversified Industrial Segment – North America Businesses	+3	%
Diversified Industrial Segment – International Businesses	+4	%
Aerospace Systems Segment	+9	%

Company order rates increased across all reported businesses
North America orders turned positive on long-cycle strength
International order growth continued, led by Asia
Aerospace orders accelerated against a tough prior year comparison

About Parker Hannifin
Parker Hannifin is a Fortune 250 global leader in motion and control technologies. For more than a century the company has been enabling engineering breakthroughs that lead to a better tomorrow. Learn more at www.parker.com or @parkerhannifin.

Contacts:
Media:	Financial Analysts:
Aidan Gormley	Jeff Miller
216-896-3258	216-896-2708
aidan.gormley@parker.com	jeffrey.miller@parker.com

Notice of Webcast
Parker Hannifin’s conference call and slide presentation to discuss its fiscal 2025 second quarter results are available to all interested parties via live webcast today at 11:00 a.m. ET, at investors.parker.com. A replay of the webcast will be available on the site approximately one hour after the completion of the call and will remain available for one year. To register for e-mail notification of future events please visit investors.parker.com.

Note on Orders The company reported orders for the quarter ending December 31, 2024, compared with the same quarter a year ago. All comparisons are at constant currency exchange rates, with the prior year quarter restated to the current-year rates, and exclude divestitures. Diversified Industrial comparisons are on 3-month average computations and Aerospace Systems comparisons are on rolling 12-month average computations.

Note on Non-GAAP Financial Measures
This press release contains references to non-GAAP financial information including (a) adjusted net income; (b) adjusted earnings per share; (c) adjusted operating margin and segment operating margins; (d) adjusted operating income and segment operating income and (e) organic sales growth. The adjusted net income, adjusted earnings per share, adjusted operating margin, adjusted segment operating margin, adjusted operating income, adjusted segment operating income and organic sales measures are presented to allow investors and the company to meaningfully evaluate changes in net income, earnings per share and segment operating margins on a comparable basis from period to period. Although adjusted net income, adjusted earnings per share, adjusted operating margin and segment operating margins, adjusted operating income and segment operating income, and organic sales growth are not measures of performance calculated in accordance with GAAP, we believe that they are useful to an investor in evaluating the results of this quarter versus the prior period. Comparable descriptions of record adjusted results in this release refer only to the period from the first quarter of FY2011 to the periods presented in this release. This period coincides with recast historical financial results provided in association with our FY2014 change in segment reporting. A reconciliation of non-GAAP measures is included in the financial tables of this press release.

Forward-Looking Statements
Forward-looking statements contained in this and other written and oral reports are made based on known events and circumstances at the time of release, and as such, are subject in the future to unforeseen uncertainties and risks. Often but not always, these statements may be identified from the use of forward-looking terminology such as “anticipates,” “believes,” “may,” “should,” “could,” “expects,” “targets,” “is likely,” “will,” or the negative of these terms and similar expressions, and may also include statements regarding future performance, orders, earnings projections, events or developments. Parker cautions readers not to place undue reliance on these statements. It is possible that the future performance may differ materially from expectations, including those based on past performance.

Among other factors that may affect future performance are: changes in business relationships with and orders by or from major customers, suppliers or distributors, including delays or cancellations in shipments; disputes regarding contract terms, changes in contract costs and revenue estimates for new development programs; changes in product mix; ability to identify acceptable strategic acquisition targets; uncertainties surrounding timing, successful completion or integration of acquisitions and similar transactions; ability to successfully divest businesses planned for divestiture and realize the anticipated benefits of such divestitures; the determination and ability to successfully undertake business realignment activities and the expected costs, including cost savings, thereof; ability to implement successfully business and operating initiatives, including the timing, price and execution of share repurchases and other capital initiatives; availability, cost increases of or other limitations on our access to raw materials, component products and/or commodities if associated costs cannot be recovered in product pricing; ability to manage costs related to insurance and employee retirement and health care benefits; legal and regulatory developments and other government actions, including related to environmental protection, and associated compliance costs; supply chain and labor disruptions, including as a result of tariffs and labor shortages; threats associated with international conflicts and cybersecurity risks and risks associated with protecting our intellectual property; uncertainties surrounding the ultimate resolution of outstanding legal proceedings, including the outcome of any appeals; effects on market conditions, including sales and pricing, resulting from global reactions to U.S. trade policies; manufacturing activity, air travel trends, currency exchange rates, difficulties entering new markets and economic conditions such as inflation, deflation, interest rates and credit availability; inability to obtain, or meet conditions imposed for, required governmental and regulatory approvals; changes in the tax laws in the United States and foreign jurisdictions and judicial or regulatory interpretations thereof; and large scale disasters, such as floods, earthquakes, hurricanes, industrial accidents and pandemics. Readers should also consider forward-looking statements in light of risk factors discussed in Parker’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and other periodic filings made with the SEC.

CONSOLIDATED STATEMENT OF INCOME
	Three Months Ended						Six Months Ended
(Unaudited)	December 31,						December 31,
(Dollars in thousands, except per share amounts)		2024			2023			2024			2023
Net sales	$	4,742,593		$	4,820,947		$	9,646,577		$	9,668,435
Cost of sales		3,022,229			3,101,962			6,119,948			6,199,311
Selling, general and administrative expenses		782,421			806,802			1,631,210			1,680,493
Interest expense		100,802			129,029			213,893			263,497
Other income, net		(328,716	)		(85,011	)		(359,517	)		(163,466	)
Income before income taxes		1,165,857			868,165			2,041,043			1,688,600
Income taxes		217,208			186,108			393,866			355,471
Net income		948,649			682,057			1,647,177			1,333,129
Less: Noncontrolling interests		107			206			215			451
Net income attributable to common shareholders	$	948,542		$	681,851		$	1,646,962		$	1,332,678

Earnings per share attributable to common shareholders:
Basic earnings per share	$	7.37		$	5.31		$	12.80		$	10.38
Diluted earnings per share	$	7.25		$	5.23		$	12.60		$	10.23

Average shares outstanding during period – Basic		128,752,836			128,426,247			128,707,962			128,449,398
Average shares outstanding during period – Diluted		130,758,808			130,367,351			130,716,482			130,314,326


CASH DIVIDENDS PER COMMON SHARE
	Three Months Ended						Six Months Ended
(Unaudited)	December 31,						December 31,
(Amounts in dollars)		2024			2023			2024			2023
Cash dividends per common share	$	1.63		$	1.48		$	3.26		$	2.96

RECONCILIATION OF ORGANIC GROWTH

(Unaudited)

Three Months Ended

As Reported

Adjusted

December 31, 2024

Currency

Divestitures

December 31, 2024

Diversified Industrial Segment

(7.4

)%

(1.3

)%

(1.9

)%

(4.2

)%

Aerospace Systems Segment

14.0

%

—

%

—

%

14.0

%

Total

(1.6

)%

(0.9

)%

(1.4

)%

0.7

%

(Unaudited)

Six Months Ended

As Reported

Adjusted

December 31, 2024

Currency

Divestitures

December 31, 2024

Diversified Industrial Segment

(5.9

)%

(0.8

)%

(1.0

)%

(4.1

)%

Aerospace Systems Segment

15.9

%

0.3

%

—

%

15.6

%

Total

(0.2

)%

(0.5

)%

(0.8

)%

1.1

%

RECONCILIATION OF NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS TO ADJUSTED NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS
	Three Months Ended						Six Months Ended
(Unaudited)	December 31,						December 31,
(Dollars in thousands)		2024			2023			2024			2023
Net income attributable to common shareholders	$	948,542		$	681,851		$	1,646,962		$	1,332,678
Adjustments:
Acquired intangible asset amortization expense		138,126			142,027			278,247			297,547
Business realignment charges		20,855			14,354			30,361			27,446
Integration costs to achieve		6,893			10,014			13,304			16,420
Gain on sale of building		—			—			(10,461	)		—
Gain on divestitures		(249,748	)		(12,391	)		(249,748	)		(25,651	)
Tax effect of adjustments¹		(11,437	)		(33,476	)		(45,648	)		(69,624	)
Adjusted net income attributable to common shareholders	$	853,231		$	802,379		$	1,663,017		$	1,578,816

RECONCILIATION OF EARNINGS PER DILUTED SHARE TO ADJUSTED EARNINGS PER DILUTED SHARE
	Three Months Ended						Six Months Ended
(Unaudited)	December 31,						December 31,
(Amounts in dollars)		2024			2023			2024			2023
Earnings per diluted share	$	7.25		$	5.23		$	12.60		$	10.23
Adjustments:
Acquired intangible asset amortization expense		1.06			1.09			2.13			2.28
Business realignment charges		0.16			0.11			0.23			0.21
Integration costs to achieve		0.05			0.08			0.10			0.13
Gain on sale of building		—			—			(0.08	)		—
Gain on divestitures		(1.91	)		(0.10	)		(1.91	)		(0.20	)
Tax effect of adjustments¹		(0.08	)		(0.26	)		(0.33	)		(0.53	)
Adjusted earnings per diluted share	$	6.53		$	6.15		$	12.74		$	12.12

¹This line item reflects the aggregate tax effect of all non-tax adjustments reflected in the preceding line items of the table. We estimate the tax effect of each adjustment item by applying our overall effective tax rate for continuing operations to the pre-tax amount, unless the nature of the item and/or the tax jurisdiction in which the item has been recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment.

BUSINESS SEGMENT INFORMATION
	Three Months Ended						Six Months Ended
(Unaudited)	December 31,						December 31,
(Dollars in thousands)		2024			2023			2024			2023
Net sales
Diversified Industrial	$	3,252,806		$	3,514,473		$	6,708,964		$	7,133,001
Aerospace Systems		1,489,787			1,306,474			2,937,613			2,535,434
Total net sales	$	4,742,593		$	4,820,947		$	9,646,577		$	9,668,435
Segment operating income
Diversified Industrial	$	710,562		$	752,334		$	1,494,108		$	1,559,088
Aerospace Systems		338,184			263,112			661,170			489,372
Total segment operating income		1,048,746			1,015,446			2,155,278			2,048,460
Corporate general and administrative expenses		56,264			49,902			105,058			105,558
Income before interest expense and other income, net		992,482			965,544			2,050,220			1,942,902
Interest expense		100,802			129,029			213,893			263,497
Other income, net		(274,177	)		(31,650	)		(204,716	)		(9,195	)
Income before income taxes	$	1,165,857		$	868,165		$	2,041,043		$	1,688,600

RECONCILIATION OF SEGMENT OPERATING MARGINS TO ADJUSTED SEGMENT OPERATING MARGINS
	Three Months Ended						Six Months Ended
(Unaudited)	December 31,						December 31,
(Dollars in thousands)		2024			2023			2024			2023
Diversified Industrial Segment sales	$	3,252,806		$	3,514,473		$	6,708,964		$	7,133,001

Diversified Industrial Segment operating income	$	710,562		$	752,334		$	1,494,108		$	1,559,088
Adjustments:
Acquired intangible asset amortization		62,570			67,309			127,834			135,260
Business realignment charges		19,343			13,285			28,243			25,924
Integration costs to achieve		627			871			1,405			2,010
Adjusted Diversified Industrial Segment operating income	$	793,102		$	833,799		$	1,651,590		$	1,722,282

Diversified Industrial Segment operating margin		21.8	%		21.4	%		22.3	%		21.9	%
Adjusted Diversified Industrial Segment operating margin		24.4	%		23.7	%		24.6	%		24.1	%

	Three Months Ended						Six Months Ended
(Unaudited)	December 31,						December 31,
(Dollars in thousands)		2024			2023			2024			2023
Aerospace Systems Segment sales	$	1,489,787		$	1,306,474		$	2,937,613		$	2,535,434

Aerospace Systems Segment operating income	$	338,184		$	263,112		$	661,170		$	489,372
Adjustments:
Acquired intangible asset amortization		75,556			74,718			150,413			162,287
Business realignment charges		386			(123	)		394			330
Integration costs to achieve		6,266			9,143			11,899			14,410
Adjusted Aerospace Systems Segment operating income	$	420,392		$	346,850		$	823,876		$	666,399

Aerospace Systems Segment operating margin		22.7	%		20.1	%		22.5	%		19.3	%
Adjusted Aerospace Systems Segment operating margin		28.2	%		26.5	%		28.0	%		26.3	%

RECONCILIATION OF SEGMENT OPERATING MARGINS TO ADJUSTED SEGMENT OPERATING MARGINS
	Three Months Ended						Six Months Ended
(Unaudited)	December 31,						December 31,
(Dollars in thousands)		2024			2023			2024			2023
Total net sales	$	4,742,593		$	4,820,947		$	9,646,577		$	9,668,435

Total segment operating income	$	1,048,746		$	1,015,446		$	2,155,278		$	2,048,460
Adjustments:
Acquired intangible asset amortization		138,126			142,027			278,247			297,547
Business realignment charges		19,729			13,162			28,637			26,254
Integration costs to achieve		6,893			10,014			13,304			16,420
Adjusted total segment operating income	$	1,213,494		$	1,180,649		$	2,475,466		$	2,388,681

Total segment operating margin		22.1	%		21.1	%		22.3	%		21.2	%
Adjusted total segment operating margin		25.6	%		24.5	%		25.7	%		24.7	%

CONSOLIDATED BALANCE SHEET
(Unaudited)	December 31,		June 30,
(Dollars in thousands)		2024		2024
Assets
Current assets:
Cash and cash equivalents	$	395,507	$	422,027
Trade accounts receivable, net		2,445,845		2,865,546
Non-trade and notes receivable		304,829		331,429
Inventories		2,806,983		2,786,800
Prepaid expenses		246,467		252,618
Other current assets		148,831		140,204
Total current assets		6,348,462		6,798,624
Property, plant and equipment, net		2,800,992		2,875,668
Deferred income taxes		87,400		92,704
Investments and other assets		1,232,636		1,207,232
Intangible assets, net		7,444,670		7,816,181
Goodwill		10,357,303		10,507,433
Total assets	$	28,271,463	$	29,297,842

Liabilities and equity
Current liabilities:
Notes payable and long-term debt payable within one year	$	2,373,286	$	3,403,065
Accounts payable, trade		1,794,884		1,991,639
Accrued payrolls and other compensation		420,477		581,251
Accrued domestic and foreign taxes		364,143		354,659
Other accrued liabilities		1,034,501		982,695
Total current liabilities		5,987,291		7,313,309
Long-term debt		6,667,955		7,157,034
Pensions and other postretirement benefits		409,873		437,490
Deferred income taxes		1,394,882		1,583,923
Other liabilities		684,401		725,193
Shareholders’ equity		13,118,553		12,071,972
Noncontrolling interests		8,508		8,921
Total liabilities and equity	$	28,271,463	$	29,297,842

CONSOLIDATED STATEMENT OF CASH FLOWS
	Six Months Ended
(Unaudited)	December 31,
(Dollars in thousands)		2024			2023
Cash flows from operating activities:
Net income	$	1,647,177		$	1,333,129
Depreciation and amortization		454,869			468,165
Stock incentive plan compensation		106,472			108,061
Gain on sale of businesses		(250,373	)		(25,964	)
(Gain) loss on property, plant and equipment and intangible assets		(6,975	)		5,097
Net change in receivables, inventories and trade payables		70,981			(42,804	)
Net change in other assets and liabilities		(405,002	)		(407,366	)
Other, net		61,584			(86,331	)
Net cash provided by operating activities		1,678,733			1,351,987
Cash flows from investing activities:
Capital expenditures		(216,493	)		(204,117	)
Proceeds from sale of property, plant and equipment		13,259			1,360
Proceeds from sale of businesses		622,182			74,595
Other, net		(6,941	)		(2,954	)
Net cash provided by (used in) investing activities		412,007			(131,116	)
Cash flows from financing activities:
Net payments for common stock activity		(189,681	)		(136,394	)
Acquisition of noncontrolling interests		—			(2,883	)
Net payments for debt		(1,494,484	)		(784,847	)
Dividends paid		(420,061	)		(381,115	)
Net cash used in financing activities		(2,104,226	)		(1,305,239	)
Effect of exchange rate changes on cash		(13,034	)		(7,999	)
Net decrease in cash and cash equivalents		(26,520	)		(92,367	)
Cash and cash equivalents at beginning of year		422,027			475,182
Cash and cash equivalents at end of period	$	395,507		$	382,815

RECONCILIATION OF FORECASTED ORGANIC GROWTH
(Unaudited)
(Amounts in percentages)	Fiscal Year 2025
Forecasted net sales	(2%) to 1%
Adjustments:
Currency	1.0%
Divestitures	1.5%
Adjusted forecasted net sales	0.5% to 3.5%

RECONCILIATION OF FORECASTED SEGMENT OPERATING MARGIN TO ADJUSTED FORECASTED SEGMENT OPERATING MARGIN

(Unaudited)
(Amounts in percentages)	Fiscal Year 2025
Forecasted segment operating margin	~ 22.7%
Adjustments:
Business realignment charges	0.2%
Costs to achieve	0.1%
Acquisition-related intangible asset amortization expense	2.8%
Adjusted forecasted segment operating margin	~ 25.8%

RECONCILIATION OF FORECASTED EARNINGS PER DILUTED SHARE TO ADJUSTED FORECASTED EARNINGS PER DILUTED SHARE

(Unaudited)
(Amounts in dollars)	Fiscal Year 2025
Forecasted earnings per diluted share	$24.46 to $25.06
Adjustments:
Business realignment charges	0.39
Costs to achieve	0.15
Acquisition-related intangible asset amortization expense	4.22
Net gain on divestitures	(1.91)
Gain on sale of building	(0.08)
Tax effect of adjustments¹	(0.83)
Adjusted forecasted earnings per diluted share	$26.40 to $27.00


¹This line item reflects the aggregate tax effect of all non-tax adjustments reflected in the preceding line items of the table. We estimate the tax effect of each adjustment item by applying our overall effective tax rate for continuing operations to the pre-tax amount, unless the nature of the item and/or the tax jurisdiction in which the item has been recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment.

Note: Totals may not foot due to rounding

SUPPLEMENTAL INFORMATION

BUSINESS SEGMENT INFORMATION
	Three Months Ended				Six Months Ended
(Unaudited)	December 31,				December 31,
(Dollars in thousands)		2024		2023		2024		2023
Net sales
Diversified Industrial:
North America businesses	$	1,928,008	$	2,110,203	$	4,028,332	$	4,340,109
International businesses		1,324,798		1,404,270		2,680,632		2,792,892

Segment operating income
Diversified Industrial:
North America businesses	$	426,567	$	461,850	$	911,130	$	967,903
International businesses		283,995		290,484		582,978		591,185

RECONCILIATION OF ORGANIC GROWTH

(Unaudited)

Three Months Ended

As Reported

Adjusted

December 31, 2024

Currency

Divestitures

December 31, 2024

Diversified Industrial Segment:

North America businesses

(8.6

)%

(0.4

)%

(3.2

)%

(5.0

)%

International businesses

(5.7

)%

(2.7

)%

—

%

(3.0

)%

(Unaudited)

Six Months Ended

As Reported

Adjusted

December 31, 2024

Currency

Divestitures

December 31, 2024

Diversified Industrial Segment:

North America businesses

(7.2

)%

(0.5

)%

(1.7

)%

(5.0

)%

International businesses

(4.0

)%

(1.3

)%

—

%

(2.7

)%

RECONCILIATION OF SEGMENT OPERATING MARGINS TO ADJUSTED SEGMENT OPERATING MARGINS
	Three Months Ended						Six Months Ended
(Unaudited)	December 31,						December 31,
(Dollars in thousands)		2024			2023			2024			2023
Diversified Industrial Segment:
North America businesses sales	$	1,928,008		$	2,110,203		$	4,028,332		$	4,340,109

North America businesses operating income	$	426,567		$	461,850		$	911,130		$	967,903
Adjustments:
Acquired intangible asset amortization		40,985			44,699			83,960			89,382
Business realignment charges		5,444			3,250			8,888			5,834
Integration costs to achieve		445			562			1,050			1,507
Adjusted North America businesses operating income	$	473,441		$	510,361		$	1,005,028		$	1,064,626

North America businesses operating margin		22.1	%		21.9	%		22.6	%		22.3	%
Adjusted North America businesses operating margin		24.6	%		24.2	%		24.9	%		24.5	%

	Three Months Ended						Six Months Ended
(Unaudited)	December 31,						December 31,
(Dollars in thousands)		2024			2023			2024			2023
Diversified Industrial Segment:
International businesses sales	$	1,324,798		$	1,404,270		$	2,680,632		$	2,792,892

International businesses operating income	$	283,995		$	290,484		$	582,978		$	591,185
Adjustments:
Acquired intangible asset amortization		21,585			22,610			43,874			45,878
Business realignment charges		13,899			10,035			19,355			20,090
Integration costs to achieve		182			309			355			503
Adjusted International businesses operating income	$	319,661		$	323,438		$	646,562		$	657,656

International businesses operating margin		21.4	%		20.7	%		21.7	%		21.2	%
Adjusted International businesses operating margin		24.1	%		23.0	%		24.1	%		23.5	%

MIL-OSI Economics: Special Senior Officials Meeting on Energy discusses ASEAN energy cooperation

Source: ASEAN – Association of SouthEast Asian Nations

The Special Senior Officials Meeting on Energy (SOME) 2025 and its Associated Meetings were held from January 22-24, 2025, in Langkawi, Malaysia. Secretary General of the Ministry of Energy Transition and Water Transformation (PETRA), Dato’ Mad Zaidi bin Mohd Karli, as the SOME Chair, led the discussion on the planning of the work plan of ASEAN energy cooperation for the year ahead.

The Meeting endorsed the Priority Economic Deliverable (PED) and Priorities of the energy sector to be implemented in 2025 under Malaysia Chairmanship. Notably, the Meeting endorsed the text of ASEAN Power Grid (APG) Enhanced MoU including its Term of Reference (ToR) APG Related Bodies, as well as the ASEAN Framework Agreement for Petroleum Security, which are planned to be signed this year.

The post Special Senior Officials Meeting on Energy discusses ASEAN energy cooperation appeared first on ASEAN Main Portal.

MIL OSI Economics –

MIL-OSI United Kingdom: Climate Minister in Brussels to kickstart growth in the North Seas

Source: United Kingdom – Executive Government & Departments 2

Climate Minister forges stronger UK-EU cooperation to drive growth and energy security.

Closer UK-EU cooperation in the North Seas to deliver growth and greater energy security
new independent report shows economic benefits of working with EU on clean energy
collaboration with European partners on the clean energy transition will help to drive government’s Plan for Change, protecting bills and creating thousands of jobs

Cooperation on the North Seas was at the top of the agenda for Climate Minister Kerry McCarthy’s first visit to Brussels yesterday (Tuesday 28 January).

During the visit, Minister McCarthy delivered a keynote speech to European leaders at the European Energy Forum, where she said that by working together the UK and the EU can turn the North Seas into the green power plant of Europe and unlock thousands of well-paid, skilled British jobs.

This comes as independent consultants Grant Thornton publish a report commissioned by the Department for Energy Security and Net Zero, which finds that closer cooperation on the clean energy transition in the North Seas could lower bills, create up to 51,000 jobs, and add up to £36 billion to the UK economy.

Minister McCarthy also made the case to EU counterparts that the energy transition in the North Seas will ensure the oil and gas workforce are the ones who deliver the North Sea’s decarbonised future, through offshore wind, carbon capture and storage and hydrogen.

Climate Minister Kerry McCarthy said:

The EU is a crucial ally in bolstering our energy security and protecting families and businesses across Europe from volatile fossil fuel markets.

There is so much more we can do to speed up the clean energy transition, deliver our Plan for Change and make the North Seas the green power plant of Europe.

Through greater cooperation, we can build on our Mission to make Britain a clean energy superpower by 2030 helping keep bills down and kickstarting economic growth.

Tsvetelina Penkova President of the European Energy Forum and Member of the European Parliament said:

We simply have to build a robust cooperation between the EU and the UK on energy matters. It is crucial for addressing our shared challenges and ensuring energy security.

Key areas such as energy grids, connectivity and nuclear power require close collaboration to strengthen infrastructure, drive innovation, and support the transition to cleaner, more sustainable energy systems. By working together, we can create a more resilient and interconnected energy network that benefits both parties and contributes to a secure and sustainable energy future.

Minister McCarthy has met with a series of international partners including Belgian Energy Minister, Tinne van der Straeten and the European Union’s Principal Adviser on Energy Diplomacy, Tibor Stelaczky.

The visit comes as the UK continues work to reset its relationship with Europe, an ambition grounded in a new spirit of co-operation intended to strengthen ties, tackle barriers to trade and collaborate in the face of shared global challenges from climate change to illegal migration.

Published 29 January 2025

MIL-OSI Economics: RBI imposes monetary penalty on The Odisha State Co-operative Bank Ltd

Source: Reserve Bank of India

The Reserve Bank of India (RBI) has, by an order dated January 28, 2025, imposed a monetary penalty of ₹4.00 lakh (Rupees Four Lakh only) on The Odisha State Co-operative Bank Ltd., (the bank) for non-compliance with the provisions of Section 9 and Section 26A of the Banking Regulation Act, 1949 (BR Act). This penalty has been imposed in exercise of powers conferred on RBI under the provisions of Section 47A(1)(c) read with Section 46(4)(i) and 56 of BR Act.

The statutory inspection of the bank was conducted by the National Bank for Agriculture and Rural Development (NABARD) with reference to its financial position as on March 31, 2023. Based on supervisory findings of contravention of statutory provisions and related correspondence in that regard, a notice was issued to the bank advising it to show cause as to why penalty should not be imposed on it for contravention of provisions of the BR Act. After considering the bank’s reply to the notice and oral submissions made during the personal hearing, RBI found, inter alia, that the following charges against the bank were sustained, warranting imposition of monetary penalty:

The bank had:

failed to dispose of certain Non-Banking Assets within the prescribed period; and
failed to transfer eligible unclaimed amounts to the Depositor Education and Awareness Fund within the prescribed time.

This action is based on deficiencies in regulatory compliance and is not intended to pronounce upon the validity of any transaction or agreement entered into by the bank with its customers. Further, imposition of this monetary penalty is without prejudice to any other action that may be initiated by RBI against the bank.

(Puneet Pancholy)
Chief General Manager

Press Release: 2024-2025/2042

MIL OSI Economics –

MIL-Evening Report: ‘All I wanted was to bid my daughter a final farewell’ – Gaza hostages, mainstream media and truth

Palestinian politician, MP and activist Khalida Jarrar . . . AFTER being jailed by the Israeli military and released last Sunday as part of the ceasefire deal. Image: www.solidarity.co.nz

COMMENTARY: By Eugene Doyle

Watching footage of Palestinian parliamentarian and hostage Khalida Jarrar emerge from Israeli captivity was jarring — a far, muffled cry from the sense of happiness and relief most of us felt seeing the young female Israeli soldiers released by Hamas around the same time.

What a study in contrast.

Khalida was clearly emaciated, traumatised and had turned, in the same period of time, from a powerful dynamic woman into a fragile, elderly human being who moved with difficulty.

What a difference it makes who holds you captive. It goes without saying I didn’t see this on any mainstream news outlet.

In a previous period of imprisonment — for being a member of the PFLP, a proscribed organisation — the Israelis wouldn’t even allow Khalida Jarrar to attend the funeral of her own daughter.

Instead she sent a message that was read at Suha’s funeral in 2021:

I am in so much pain, my child, only because I miss you.
I am in so much pain, my child, only because I miss you.

From the depths of my agony, I reached out and
embraced the sky of our homeland through the window
of my prison cell in Damon Prison, Haifa.
Worry not, my child.
I stand tall, and steadfast, despite the shackles and the jailer.
I am a mother in sorrow, from yearning to see you one last time.

Suha, my precious.

They have stripped me from bidding you a final goodbye kiss.
I bid you farewell with a flower.
Your absence is searingly painful, excruciatingly painful.
But I remain steadfast and strong,
Like the mountains of beloved Palestine.

No mainstream coverage
I searched online and found no mainstream outlet had covered Khalida’s release amid the flood of stories about the Israeli hostages. A search to see if Australian or New Zealand MPs had called for the release of their fellow legislator netted zero results.

To them, she is no doubt a non-person. Yet, Khalida Jarrar is a leading political activist and one of dozens of legislators imprisoned by the Israelis. She endured. She remained steadfast.

“The entire system of political imprisonment is based on suppressing Palestinian organising,” said Charlotte Kates, coordinator of Samidoun, the Palestinian Prisoner Support Network.

The four female Israeli “Offence” Force (IDF) soldiers, according to all the many images and reports, were fit, happy and well-fed after their 15 months in Hamas captivity.

The four female IDF soldiers, according to all the many images and reports, were fit, happy and well-fed after their 15 months in Hamas captivity. Images: Al Jazeera/www.solidarity.co.nz

In contrast Palestinian prisoners typically had lost 16kg by the time they were freed. The Israelis with all the food and resources in the world made a policy — an actual policy — of mistreating prisoners, reducing food to a minimum, often beating them, finding perverse ways to humiliate them and on many occasions sexually assaulting men, women, boys and girls who had been dragged into their custody without charge.

Many, an unknown number, died at their hands.

Israeli Minister of National Security, Itamar Ben-Gvir, called months ago for legislation to allow the execution of Palestinian prisoners “with a shot in the head” and said he would provide minimal food to them until the law was enacted. I couldn’t find a single Western leader who called for him to be arrested.

Israeli human rights report
These crimes are filling compendia being compiled by the United Nations, the ICC and multiple organisations worldwide. You can read some of it here in an Israeli human rights report, “Welcome to Hell, the Israeli prison system as a network of torture camps”.

Our media has a lot to answer for — for what was done to the thousands of Palestinian hostages because of its starring role in silencing Palestinian voices and hiding from view the realities of the Israeli prison system. Thousands were never charged with any crime — other than being Palestinian.

Entire congregations in mosques, groups of people in refugee centres, were indiscriminately swept up and tossed into Israeli concentration camps.

Were future historians to look back on these times and only have the mainstream media to go by, they would have lots of wonderful photos of the Israeli hostages, know them by name, see family hugs, biographical details, and listen to interviews with friends and relatives. In contrast, the Palestinians would turn towards History and we would see blank faces, erased of personality, all the detail of their stories rubbed out.

That’s why it is imperative to find better sources of news and information, like Middle East Eye, Palestine Chronicle, Electronic Intifada and Pearls & Irritations, that can enrich our understanding of our times and the experience of the victims of Western genocidal violence.

In his excellent article “The Other Hostages”, human rights lawyer Jonathan Kuttab says: “From the Palestinian perspective: there are about 13,000 Palestinian prisoners and detainees in Israeli jails who are just as worthy of our concern and also merit our sympathy, and whose families will rejoice at their long-awaited release.”

Turning a blind eye to Israeli mistreatment of prisoners — and the mainstream media bias in favour of all things Israeli — goes back decades. But let’s look at the months since October 7th.

No fact-checking
All the mainstream media and servile politicians raced to report without fact-checking the lies the Israelis and Americans, including President Biden, told about beheaded babies and mass rapes. Few had the decency to walk back the calumnies even after official retractions and international investigations disproved them.

In October 2023 I wrote one of my first stories post-October 7th on this very topic.

Within a month of October 7, eight BBC journalists wrote to Al Jazeera saying “the corporation is failing to humanise Palestinians . . . investing greater effort in humanising Israeli victims compared with Palestinians, and omitting key historical context in coverage.”

CNN staff told British colleagues last year that their network’s pro-Israel slant amounts to “journalistic malpractice”.

Hats off to Novara Media, one of the larger alternative news and analysis platforms for its exposure of bias. What they found was that Palestinians are “killed” whereas Israelis are “massacred” or “slaughtered”.

Checking over 1000 articles by the UK’s supposedly progressive, left-leaning outlets — The Guardian, The Independent, Daily Mirror – Novara found that “all three publications favoured Israeli lives, narratives and voices.”

Taking a list of emotive words they cross-checked and found that 77 percent were about violence against Israelis and only 23 percent about Palestinians. Well over 95 percent of victims of violence are Palestinians, 100 percent of land thefts are by Israelis. Facts matter.

Journalism ‘used’ for racist war crimes
This is journalism being used in the service of racist war crimes, used to normalise the mistreatment of prisoners and other Palestinian untermenschen.

In the case of The Independent, it ran 70 stories on Israeli hostages (who at peak numbered about 250) and just one story on a Palestinian hostage (they number over 10,000).

British journalist Owen Jones deserves a medal for reports like: “BBC in Civil War over Gaza.” The report details the efforts of journalists within the organisation to deliver more balanced coverage but the extent to which those efforts are thwarted by powerful pro-Israel operatives within the corporation who ensure “systematic pro-Israel propaganda at the corporation.”

Palestinian lawmaker Khalida Jarrar (centre) with her daughter Suha. This story appeared in Electronic Intifada. Its author Ali Abunimah was arrested in Switzerland this week to prevent him giving a speech. Image: www.solidarity.co.nz

“This unprecedented slaughter could not have happened without powerful cheerleaders,” Jones said in a recent piece about media co-conspirators with Israel in the genocide. “Hold them to account.”

Damn right. I pray to whatever gods may be that justice will one day be served on all those who by their actions or by their “journalism” allowed these crimes to be committed.

I’ll give the last word to Khalida Jarrar as I wish her a full and speedy recovery:

“All I wanted was to bid my daughter a final farewell – with a kiss on her forehead and to tell her I love her as much as I love Palestine.”

MIL OSI Analysis – EveningReport.nz –

MIL-OSI United Kingdom: Government aims to crack down on rogue higher education operators

Source: United Kingdom – Executive Government & Departments

Proposed reforms to tighten rules around franchising and crack down on fraud in the student finance system that cost taxpayers £2m in 2022/23.

Tough new reforms proposed by the Department for Education would tighten controls on university franchising arrangements in England to safeguard public money and shore up the reputation of our world class higher education sector.

Franchising enables universities to subcontract courses to external providers. When done right, it makes it easier for more students to access higher education, especially in areas where options are limited, or when people such as mature students are balancing study around work and life.

The number of students studying at franchised providers has more than doubled in recent years, with over 130,000 using their services. But an investigation by the National Audit Office (NAO) raised concerns about franchising arrangements, with fraud in the sector costing the public purse £2m in 2022/23.

More than half of 341 franchised institutions are currently unregistered with the Office for Students (OfS), meaning they are not directly regulated. In some cases, students are offered poor-quality courses that fail to justify their cost, showing a clear need for reform.

Under new government plans published for consultation today (30 January), delivery partners with 300 or more students would be required to register with the OfS to ensure their courses meet rigorous quality standards, in order to be eligible to access to student finance.

If the OfS finds that a provider is not meeting the standards required of registered providers, they will be publicly held to account and could risk facing fines and the suspension of their registration, in the most extreme circumstances. The OfS will also publish student outcome data for all subcontracted partnerships every year.

The move comes ahead of a significant package of higher education reforms due to be announced this summer that will put students first and cement universities’ status as engines of growth in their communities, as the government delivers its Plan for Change to drive economic growth and raise living standards.

Education Secretary Bridget Phillipson said:

We are committed to cracking down on rogue operators who misuse public money and damage the reputation of our world-class universities.

Franchising can be a valuable tool to widen access to higher education, and these proposals will ensure students can trust the quality of their courses, no matter where or how they choose to study.

The credibility of our universities is at stake, but these proposals seek to protect students and safeguard taxpayer’s money, as part of our work to drive growth through our Plan for Change.

Franchising allows courses to be adapted to suit different needs and circumstances. It also helps colleges and universities work more closely together and gives new, innovative education providers a chance to get started.

Providers such as London South Bank University, which partners with some of the city’s top NHS teaching Trusts to help students’ studying midwifery and other front-line services, demonstrate the real-world benefits of franchising – with students achieving their qualifications alongside invaluable workplace experience, helping to address the critical shortage of healthcare professionals.

Universities and colleges whose names and brands are being used by franchises will remain responsible for ensuring their subcontracted arrangements meet quality and standards requirements. New regulations could come into effect as soon as spring next year, depending on the outcome of the consultation.

These reforms would protect the high standards of the UK’s higher education sector, which contributes around £265bn to the UK economy, ensuring it continues to drive economic growth and benefit both students and the wider economy.

These proposals would strengthen the OfS’s ability to protect the public money that goes into franchising. The consultation aligns with the OfS’s work to strengthen conditions of registration related to governance and student interests.

The OfS will shortly be consulting on changes to requirements for providers that wish to join its register to ensure they are all managed and governed effectively.

The OfS has currently paused registration of new higher education providers to support the sector with financial sustainability concerns, after finding 72 per cent of providers could be operating in deficit by next year.

They expect the pause to stay in place until August 2025 but will review the decision every three months, meaning the registration process should be open again by the time the government’s proposed changes would take effect.

The Department for Education’s consultation will be open from 30 January to 4 April 2024. After the consultation closes, the Department for Education will review the responses and aims to publish its official response in the summer.

DfE media enquiries

Central newsdesk – for journalists 020 7783 8300

Published 30 January 2025

MIL-OSI United Kingdom: UK response to the President of the OSCE Parliamentary Assembly: UK statement to the OSCE, January 2025

Source: United Kingdom – Government Statements

Ambassador Neil Holland thanks the President of the OSCE Parliamentary Assembly for the Assembly’s work which underscores our collective commitment to strengthen democracy across the OSCE region.

Thank you, Chair.  Madam President, welcome back to the Permanent Council and thank you for your address. 

January is a time of new beginnings.  Here at the OSCE we have welcomed Finland as our new Chair in Office, and a new Secretary General. But sadly the agenda and the issues we face remain the same.  Russia continues to inflict its war on its neighbour, endangering the lives of ordinary citizens and threatening regional peace and stability. We have consistently supported Ukraine and the international community’s efforts to investigate, document, pursue and prosecute those committing war crimes. National parliaments and the Parliamentary Assembly have played an important role in maintaining political commitment in our capitals and promoting OSCE and national support for Ukraine. We look forward to hearing about the outcome of your upcoming visit to Kyiv. 

Beyond Ukraine, we cannot neglect other vulnerable regions. Moldova and the South Caucasus remain unstable and we are concerned by the situation in Georgia. The OSCE has a versatile toolbox which could help address the challenges that we are witnessing and support participating States in meeting their OSCE commitments. We must ensure that it is sufficiently resourced and empowered to do that.  

Madam President, you also mentioned the Assembly’s work on election monitoring.  This observation is an integral part of the democratic process, supporting electoral integrity and documenting whether elections are credible and inclusive. Last year was a bumper year for elections in the OSCE region including in the United Kingdom. We thank the hundreds of parliamentary observers who participated in the OSCE Parliamentary Assembly’s missions and those who will do so in Albania and Moldova in the coming months. This coming together in a collective exercise to strengthen democracy across the OSCE is an important manifestation of our shared commitments.

Madam President, we look forward to marking with you and parliamentarians from across our region the 50th anniversary of the Helsinki Final Act this summer and in doing so reinvigorating our commitment to the principles within it. We would like to thank you, Secretary General Montella and the Assembly for the work you are doing. We offer our full support to you and your excellent team and look forward to continued co-operation.

Published 30 January 2025

Audio und verbung/Shutterstock

MIL-OSI Global: How close are quantum computers to being really useful? Podcast

Source: The Conversation – UK – By Gemma Ware, Host, The Conversation Weekly Podcast, The Conversation

Quantum computers have the potential to solve big scientific problems that are beyond the reach of today’s most powerful supercomputers, such as discovering new antibiotics or developing new materials.

But to achieve these breakthroughs, quantum computers will need to perform better than today’s best classical computers at solving real-world problems. And they’re not quite there yet. So what is still holding quantum computing back from becoming useful?

In this episode of The Conversation Weekly podcast, we speak to quantum computing expert Daniel Lidar at the University of Southern California in the US about what problems scientists are still wrestling with when it comes to scaling up quantum computing, and how close they are to overcoming them.

Quantum computers harness the power of quantum mechanics, the laws that govern subatomic particles. Instead of the classical bits of information used by microchips inside traditional computers, which are either a 0 or a 1, the chips in quantum computers use qubits, which can be both 0 and 1 at the same time or anywhere in between. Daniel Lidar explains:

“Put a lot of these qubits together and all of a sudden you have a computer that can simultaneously represent many, many different possibilities … and that is the starting point for the speed up that we can get from quantum computing.”

Faulty qubits

One of the biggest problems scientist face is how to scale up quantum computing power. Qubits are notoriously prone to errors – which means that they can quickly revert to being either a 0 or a 1, and so lose their advantage over classical computers.

Scientists have focused on trying to solve these errors through the concept of redundancy – linking strings of physical qubits together into what’s called a “logical qubit” to try and maximise the number of steps in a computation. And, little by little, they’re getting there.

In December 2024, Google announced that its new quantum chip, Willow, had demonstrated what’s called “beyond breakeven”, when its logical qubits worked better than the constituent parts and even kept on improving as it scaled up.

Lidar says right now the development of this technology is happening very fast:

“For quantum computing to scale and to take off is going to still take some real science breakthroughs, some real engineering breakthroughs, and probably overcoming some yet unforeseen surprises before we get to the point of true quantum utility. With that caution in mind, I think it’s still very fair to say that we are going to see truly functional, practical quantum computers kicking into gear, helping us solve real-life problems, within the next decade or so.”

Listen to Lidar explain more about how quantum computers and quantum error correction works on The Conversation Weekly podcast.

This episode of The Conversation Weekly was written and produced by Gemma Ware with assistance from Katie Flood and Mend Mariwany. Sound design was by Michelle Macklem, and theme music by Neeta Sarl.

Clips in this episode from Google Quantum AI and 10 Hours Channel.

You can find us on Instagram at theconversationdotcom or via e-mail. You can also subscribe to The Conversation’s free daily e-mail here.

Listen to The Conversation Weekly via any of the apps listed above, download it directly via our RSS feed or find out how else to listen here.

Daniel Lidar receives funding from the NSF, DARPA, ARO, and DOE.

– ref. How close are quantum computers to being really useful? Podcast – https://theconversation.com/how-close-are-quantum-computers-to-being-really-useful-podcast-248574

MIL OSI – Global Reports –

MIL-OSI Russia: Marat Khusnullin: 1.8 million square meters of real estate have been commissioned under integrated territorial development projects

Translartion. Region: Russians Fedetion –

Source: Government of the Russian Federation – An important disclaimer is at the bottom of this article.

Within the framework of integrated territorial development projects (ITD) in Russian regions, construction of residential complexes, social, transport and communal infrastructure facilities, as well as resettlement of dilapidated and hazardous housing stock continues.

“Since 2021, when the KRT mechanism was launched, regions have had the opportunity to use it for the comprehensive development of their settlements. Since then, more and more entities have joined this work. New residential complexes and various infrastructure facilities are being built, which in turn has a positive effect on the quality of life and comfort for people. In general, more than 1.8 million square meters of real estate have been commissioned under integrated territorial development projects to date, of which about 1.6 million square meters is residential space. In total, 866 integrated territorial development projects with an area of 19.6 thousand hectares are under implementation in 77 regions across the country,” said Marat Khusnullin.

The Deputy Prime Minister noted that the total urban development potential of KRT projects under implementation amounts to 139.7 million square meters of real estate, of which 101.9 million square meters are residential areas.

In total, the regions adopted 720 decisions on integrated development of territories, of which 217 relate to 2024. Also, 790 trade procedures were carried out and 737 contracts on integrated development of territories were concluded. In addition, 321 sets of planning documents were developed and approved for territories with an urban development potential of 36.6 million sq. m.

“The selection of new territories for integrated development is also continuing throughout the country. Today, 1,429 territories with a total area of 35.7 thousand hectares are being developed. The urban development potential of these sites reaches 252.3 million square meters, of which 182.6 million square meters are housing,” said First Deputy Minister of Construction and Housing and Public Utilities Alexander Lomakin.

The resettlement of dilapidated and emergency housing is also one of the priorities for the application of the KRT in the regions.

“Currently, the resettlement of dilapidated and emergency housing under the KRT projects is being carried out in 32 regions. As of today, 228.25 thousand square meters of housing have been resettled, including 195.49 thousand square meters of emergency housing. More than 13 thousand people were able to improve their living conditions. This work will continue in 2025,” noted Ilshat Shagiakhmetov, CEO of the Territorial Development Fund.

Integrated development of territories also covers land plots that belong to the Russian Federation. The Government Commission for the Development of Housing Construction and Evaluation of the Efficiency of Using Land Plots Owned by the Russian Federation has made positive decisions on 78 such KRT projects in 38 regions with a total urban development potential of 17 million sq. m.

Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.

MIL OSI Russia News –

https://www.youtube.com/watch?v=yYhZSDfsCKM

MIL-OSI Video: Gaza: Threats of explosive ordnance – UNMAS Presser | United Nations

Source: United Nations (Video News)

Press conference by Luke Irving, Chief of the Mine Action Programme, in the occupied Palestinian territories, UN Mine Action Service (UNMAS), on the situation in Gaza.

UNMAS website: https://www.unmas.org/en/programmes/state-palestine

https://www.youtube.com/watch?v=ZTJY736CF-0

MIL-OSI Video: Accountability for crimes against peacekeepers | UN Peacekeeping | United Nations

Source: United Nations (Video News)

Since 1948, more than 1,070 peacekeepers have been killed and 3,000 injured as a result of malicious acts. In its resolution 2589, the Security Council emphasized the critical importance of accountability for crimes against peacekeepers. More than 95 individuals were convicted since 2020 for the killing of peacekeepers. While this progress is significant, more must be done to bring to justice perpetrators of the killing of, and all acts of violence against United Nations personnel serving in peacekeeping operations.

https://www.youtube.com/watch?v=HIIzMCZYkkw

MIL-OSI Video: DR Congo, Palestine & other topics – Daily Press Briefing (29 January)

Source: United Nations (Video News)

Noon briefing by Stéphane Dujarric, Spokesperson for the Secretary-General.

Highlights:
Senior Personnel Appointment
Democratic Republic of the Congo/Peacekeeping
Democratic Republic of the Congo/Security Council
Democratic Republic of the Congo/Humanitarian
Occupied Palestinian Territory
Syria
Peace Operations
Ukraine
Myanmar
Lunar New Year

SENIOR PERSONNEL APPOINTMENT
Yesterday, the Secretary-General appointed Lt. Gen. Ulisses De Mesquita Gomes of Brazil as the new Force Commander for the UN Peacekeeping Mission in the Democratic Republic of the Congo (MONUSCO).

DEMOCRATIC REPUBLIC OF THE CONGO / PEACEKEEPING
The peacekeeping mission in the Democratic Republic of the Congo – MONUSCO- say that the situation in Goma remains tense today, but it is also calmer. But there is, however, continued sporadic shooting but an overall reduction in exchanges of fire within the city.
Continued clashes have been reported in surrounding areas, including in Sake, Northwest of Goma.
The Mission’s priority right now remains the protection of its personnel, its assets and the many civilians sheltering within UN premises. UN peacekeepers are planning on sending patrols today in Goma to assess the situation, to conduct resupplies and assess routes.
In the capital, Kinshasa, the situation is also calm today despite calls for protests that we have seen. The main roads are reported to be empty, and supermarkets are closed due to high risk of looting. That is what the peacekeeping mission is reporting.
You will also remember that a few days ago, we paid tribute to three UN peacekeepers who were killed in the last few days. We are now able to share their names : They were Private Rodolpho Cipriano Alverez Suarez from Uruguay, who was 39; Private Mokote Joseph Mobe, aged 33, and Private Andries Tshidiso Mabele, aged 30. The latter two were from South Africa. We send our deepest condolences to their families, their friends, governments and to all members of the peacekeeping mission.
The total number of UN peacekeepers injured since the most recent assault by the M23 now stands at 22. We reiterate that attacks against UN peacekeepers are not only unacceptable but may also constitute a war crime.

DEMOCRATIC REPUBLIC OF THE CONGO / SECURITY COUNCIL
Yesterday afternoon, the Deputy Special Representative for Protection and Operations for the Peacekeeping Mission in Goma in the Democratic Republic of the Congo – MONUSCO, Vivian van de Perre, briefed Council members.
She reiterated that the violence in the eastern part of the country has resulted in massive displacement and worsened an already dire humanitarian and protection situation. The degree of suffering that the population in Goma and neighbouring areas is enduring is truly unimaginable, she said.
In the past few days, Ms. Van de Perre told Council members that the peacekeeping mission has received a large number of people seeking refuge.
She called on all parties to prioritize the protection of civilians, open humanitarian corridors, and work towards a sustainable and peaceful resolution to this conflict.
Resuming the Luanda Process is of the utmost urgency to ensure a path toward de-escalation and to avert the looming threat of a third Congo war, she added. Military action cannot resolve this conflict, she told council members

Full Highlights: https://www.un.org/sg/en/content/ossg/noon-briefing-highlight?date%5Bvalue%5D%5Bdate%5D=29+January+2025

https://www.youtube.com/watch?v=dNeR2o3UQCs

MIL-OSI Video: UN calls for urgent international action in eastern DR Congo

Source: United Nations (Video News)

A senior UN official briefs the Security Council on the worsening situation in eastern Democratic Republic of the Congo, saying it is causing unimaginable suffering. MONUSCO Deputy Special Representative Vivian van de Perre urges for maximum efforts to bring an immediate end to the high levels of violence and suffering.

https://www.youtube.com/watch?v=VzhL3qDqsjY

MIL-OSI Video: NASA Science Live: Asteroid Bennu Originated from World with Ingredients and Conditions for Life

Source: United States of America – Federal Government Departments (video statements)

Material from the asteroid Bennu is revealing that a lost world fostered the building blocks of life… with an unexpected twist.

Join experts on Thursday, January 30, at 3:00 p.m. EST (2000 UTC) as they dive into the recent findings from the asteroid sample NASA’s OSIRIS-REx spacecraft brought to Earth in September 2023.

Have questions? Share them in chat and we’ll answer a few live!

Credit: NASA

https://www.youtube.com/watch?v=wQD4fTDScPE

MIL-OSI Video: US Spacewalk 92 with Astronauts Butch Wilmore and Suni Williams (Official NASA Broadcast)

Source: United States of America – Federal Government Departments (video statements)

NASA astronauts Butch Wilmore and Suni Williams are taking a spacewalk outside the International Space Station on Thursday, Jan. 30, 2025, to maintain station hardware and collect samples of surface material for analysis from the Destiny laboratory and the Quest airlock. The spacewalk is expected to begin at approximately 8 a.m. EST (1300 UTC) and last for around six and a half hours.

Williams (wearing the suit with red stripes) and Wilmore (wearing the unmarked suit) arrived at the ISS last year and are both crew members of Expedition 72, which began on Sept. 23, 2024. This is Wilmore’s fifth spacewalk and the ninth for Williams.

Follow our space station blog for updates: https://blogs.nasa.gov/spacestation/
Learn more about the Expedition 72 crew: https://www.nasa.gov/mission/expedition-72/

Credit: NASA

MIL-OSI Africa: East Africa Energy Cooperation Summit (EA-ECS) and the East African Community (EAC): Driving Energy Across the Region

Source: Africa Press Organisation – English (2) – Report:

ARUSHA, Tanzania, January 30, 2025/APO Group/ —

The expansion of the East African regional energy sector is happening right now and is set for future growth. This was the clear message from the East Africa Energy Cooperation Summit (EA-ECS) as the two-day summit kicked off in Arusha.

Africa’s energy IPPs, EPCF stakeholders, investors and policy makers were welcomed to a summit set to shape the future of East Africa’s energy landscape by Jean-Baptiste Havugimana, Director Productive Sectors, East African Community (EAC).

Speaking at the opening ceremony, he noted that the access to electricity in the East African region is currently below 50 percent on average, although countries such as Kenya have gone beyond 75 percent.

“The EAC Secretariat is cooperating with all Member States to increase the rate of access. This is being achieved through shared mini hydro power grids strategically placed along border regions. The EAC is also working to establish a regional power exchange market for shared resources,” said Mr.Havugimana.

Abundant resource discoveries and large-scale projects highlight East Africa’s readiness for market expansion like never before. In the round table titled “Powering East Africa—The Time Is Now,” leaders from the public sector and utilities from Malawi, Kenya, Uganda, and Tanzania discussed the vision and roadmap for the future.

Costa Rubagumya, Deputy MD, TANESCO, Tanzania said, “Our country connects an average of 500,000 new clients per year. But with Tanzania being among the 12 signatories of Mission 300, from the recent African Energy Summit, the country targets to triple the number to 1.6 million new customers per annum.”

With the theme “Resource Wealth. Energy Access. Investment Opportunities” the two-day summit will explore what this means for private sector opportunities in depth.

Some of the discussions expected to take center stage is the push for alternative sources of energy. Stakeholders have emphasized the importance of a diversified energy mix to ensure grid stability and support large-scale industrial expansion and commercial and industrial (C&I) power generation.

Joseph Siror , the Managing Director and Chief Executive Officer of Kenya Power and Lighting (KPLC) said the East African countries should now move away from over dependency on Hydro sources of energy. He pointed out that, with climate change and fluctuating weather patterns, hydroelectricity is no longer reliable and the EAC region must now consider auxiliary power sources such as Geothermal, Solar, Wind and Biogas.

EA-ECS is welcoming prominent politicians and leaders from across the EAC and its energy sector. They join the private sector business developers shaping the future of East Africa’s energy landscape.

MIL OSI Africa –

YieldMax™ CARVANA Option Income Strategy ETF (NYSE Arca: CVNY)

MIL-OSI: YieldMax™ Launches Option Income Strategy ETF on CARVANA CO. (CVNA)

Source: GlobeNewswire (MIL-OSI)

CHICAGO and MILWAUKEE and NEW YORK, Jan. 30, 2025 (GLOBE NEWSWIRE) — YieldMax™ announced the launch today of the following ETF:

CVNY seeks to generate current income by pursuing options-based strategies on CARVANA CO. (CVNA). CVNY is actively managed by Tidal Financial Group. CNVY does not invest directly in CVNA.

CVNY is the newest member of the YieldMax™ ETF family and like all YieldMax™ ETFs, aims to deliver current income to investors. With respect to distributions, CVNY will be a Group C ETF and its first distribution is expected to be announced on March 5, 2025. Please see table below for distribution information for all outstanding YieldMax™ ETFs as of January 29, 2025.

ETF Ticker¹	ETF Name	Reference Asset	Distribution per Share²
TSLY	YieldMax™ TSLA Option Income Strategy ETF	TSLA	$	0.7170
OARK	YieldMax™ Innovation Option Income Strategy ETF	ARKK	$	0.3298
APLY	YieldMax™ AAPL Option Income Strategy ETF	AAPL	$	0.2841
NVDY	YieldMax™ NVDA Option Income Strategy ETF	NVDA	$	0.8294
AMZY	YieldMax™ AMZN Option Income Strategy ETF	AMZN	$	0.4005
FBY	YieldMax™ META Option Income Strategy ETF	META	$	0.6390
GOOY	YieldMax™ GOOGL Option Income Strategy ETF	GOOGL	$	0.3324
NFLY	YieldMax™ NFLX Option Income Strategy ETF	NFLX	$	0.5830
CONY	YieldMax™ COIN Option Income Strategy ETF	COIN	$	0.8339
MSFO	YieldMax™ MSFT Option Income Strategy ETF	MSFT	$	0.3667
DISO	YieldMax™ DIS Option Income Strategy ETF	DIS	$	0.2782
XOMO	YieldMax™ XOM Option Income Strategy ETF	XOM	$	0.3485
JPMO	YieldMax™ JPM Option Income Strategy ETF	JPM	$	0.6929
AMDY	YieldMax™ AMD Option Income Strategy ETF	AMD	$	0.3404
PYPY	YieldMax™ PYPL Option Income Strategy ETF	PYPL	$	0.4264
SQY	YieldMax™ SQ Option Income Strategy ETF	SQ	$	0.6338
MRNY	YieldMax™ MRNA Option Income Strategy ETF	MRNA	$	0.2730
AIYY	YieldMax™ AI Option Income Strategy ETF	AI	$	0.3763
YMAX	YieldMax™ Universe Fund of Option Income ETFs	Multiple	$	0.1469
YMAG	YieldMax™ Magnificent 7 Fund of Option Income ETFs	Multiple	$	0.1898
MSTY	YieldMax™ MSTR Option Income Strategy ETF	MSTR	$	2.2792
ULTY	YieldMax™ Ultra Option Income Strategy ETF	Multiple	$	0.5715
YBIT	YieldMax™ Bitcoin Option Income Strategy ETF	Bitcoin ETP	$	0.7893
CRSH	YieldMax™ Short TSLA Option Income Strategy ETF	TSLA	$	0.2862
GDXY	YieldMax™ Gold Miners Option Income Strategy ETF	GDX®	$	0.5937
SNOY	YieldMax™ SNOW Option Income Strategy ETF	SNOW	$	0.7392
ABNY	YieldMax™ ABNB Option Income Strategy ETF	ABNB	$	0.4220
FIAT	YieldMax™ Short COIN Option Income Strategy ETF	COIN	$	0.6530
DIPS	YieldMax™ Short NVDA Option Income Strategy ETF	NVDA	$	0.5026
BABO	YieldMax™ BABA Option Income Strategy ETF	BABA	$	0.4693
YQQQ	YieldMax™ Short N100 Option Income Strategy ETF	N100	$	0.3873
TSMY	YieldMax™ TSM Option Income Strategy ETF	TSM	$	0.6449
SMCY	YieldMax™ SMCI Option Income Strategy ETF	SMCI	$	1.7215
PLTY	YieldMax™ PLTR Option Income Strategy ETF	PLTR	$	2.9826
BIGY	YieldMax™ Target 12™ Big 50 Option Income ETF	Multiple	$	0.5130
SOXY	YieldMax™ Target 12™ Semiconductor Option Income ETF	Multiple	$	0.5256
MARO	YieldMax™ MARA Option Income Strategy ETF	MARA	$	2.1002
FEAT	YieldMax™ Dorsey Wright Featured 5 Income ETF	Multiple	$	2.1944
FIVY	YieldMax™ Dorsey Wright Hybrid 5 Income ETF	Multiple	$	1.6771
LFGY	YieldMax™ Crypto Industry & Tech Option Income ETF	Multiple	$	0.6294
GPTY*	YieldMax™ AI & Tech Option Income ETF	Multiple		–

Note: DIPS, FIAT, CRSH and YQQQ are hereinafter referred to as the “Short ETFs” and “ADR” stands for American Depositary Receipt.

You are not guaranteed a distribution under the ETFs. Distributions for the ETFs (if any) are variable and may vary significantly from period to period and may be zero.

Investors in the Funds will not have rights to receive dividends or other distributions with respect to the underlying reference asset(s).

*The inception date for GPTY is January 22, 2025.

¹Each ETF’s strategy (except those of the Short ETFs) will cap potential gains if its reference asset’s shares increase in value, yet subjects an investor to all potential losses if the reference asset’s shares decrease in value. Such potential losses may not be offset by income received by the ETF. Each Short ETF’s strategy will cap potential gains if its reference asset decreases in value, yet subjects an investor to all potential losses if the reference asset increases in value. Such potential losses may not be offset by income received by the ETF.

² The Distribution per Share is the most recently declared such amount as of close on January 29, 2025.

Each Fund has a limited operating history and while each Fund’s objective is to provide current income, there is no guarantee the Fund will make a distribution. Distributions are likely to vary greatly in amount.

Important Information

Investors should consider the investment objectives, risks, charges and expenses carefully before investing. For a prospectus or summary prospectus with this and other information about each Fund, visit our website at www.YieldMaxETFs.com. Read the prospectus or summary prospectus carefully before investing.

There is no guarantee that any Fund’s investment strategy will be properly implemented, and an investor may lose some or all of its investment in any such Fund.

Tidal Financial Group is the adviser for all YieldMax™ ETFs.

THE FUND, TRUST, AND ADVISER ARE NOT AFFILIATED WITH ANY UNDERLYING REFERENCE ASSET.

Risk Disclosures (applicable to all YieldMax ETFs referenced above, except the Short ETFs)

YMAX, YMAG, FEAT and FIVY generally invest in other YieldMax™ ETFs. As such, these two Funds are subject to the risks listed in this section, which apply to all the YieldMax™ ETFs they may hold from time to time.

Investing involves risk. Principal loss is possible.

Call Writing Strategy Risk. The path dependency (i.e., the continued use) of the Fund’s call writing strategy will impact the extent that the Fund participates in the positive price returns of the underlying reference asset and, in turn, the Fund’s returns, both during the term of the sold call options and over longer time periods.

Counterparty Risk. The Fund is subject to counterparty risk by virtue of its investments in options contracts. Transactions in some types of derivatives, including options, are required to be centrally cleared (“cleared derivatives”). In a transaction involving cleared derivatives, the Fund’s counterparty is a clearing house rather than a bank or broker. Since the Fund is not a member of clearing houses and only members of a clearing house (“clearing members”) can participate directly in the clearing house, the Fund will hold cleared derivatives through accounts at clearing members.

Derivatives Risk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest rates or indexes. The Fund’s investments in derivatives may pose risks in addition to, and greater than, those associated with directly investing in securities or other ordinary investments, including risk related to the market, imperfect correlation with underlying investments or the Fund’s other portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and legal restrictions.

Options Contracts. The use of options contracts involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. The prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, including the anticipated volatility, which are affected by fiscal and monetary policies and by national and international political, changes in the actual or implied volatility or the reference asset, the time remaining until the expiration of the option contract and economic events.

Distribution Risk. As part of the Fund’s investment objective, the Fund seeks to provide current income. There is no assurance that the Fund will make a distribution in any given month. If the Fund does make distributions, the amounts of such distributions will likely vary greatly from one distribution to the next.

High Portfolio Turnover Risk. The Fund may actively and frequently trade all or a significant portion of the Fund’s holdings. A high portfolio turnover rate increases transaction costs, which may increase the Fund’s expenses.

Liquidity Risk. Some securities held by the Fund, including options contracts, may be difficult to sell or be illiquid, particularly during times of market turmoil.

Non-Diversification Risk. Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund.

New Fund Risk. The Fund is a recently organized management investment company with no operating history. As a result, prospective investors do not have a track record or history on which to base their investment decisions.

Price Participation Risk. The Fund employs an investment strategy that includes the sale of call option contracts, which limits the degree to which the Fund will participate in increases in value experienced by the underlying reference asset over the Call Period.

Single Issuer Risk. Issuer-specific attributes may cause an investment in the Fund to be more volatile than a traditional pooled investment which diversifies risk or the market generally. The value of the Fund, which focuses on an individual security (ARKK, TSLA, AAPL, NVDA, AMZN, META, GOOGL, NFLX, COIN, MSFT, DIS, XOM, JPM, AMD, PYPL, SQ, MRNA, AI, MSTR, Bitcoin ETP, GDX®, SNOW, ABNB, BABA, TSM, SMCI, PLTR, MARA, CVNA), may be more volatile than a traditional pooled investment or the market as a whole and may perform differently from the value of a traditional pooled investment or the market as a whole.

Inflation Risk. Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the present value of the Fund’s assets and distributions, if any, may decline.

Risk Disclosures (applicable only to GPTY)

Artificial Intelligence Risk. Issuers engaged in artificial intelligence typically have high research and capital expenditures and, as a result, their profitability can vary widely, if they are profitable at all. The space in which they are engaged is highly competitive and issuers’ products and services may become obsolete very quickly. These companies are heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights. The issuers are also subject to legal, regulatory and political changes that may have a large impact on their profitability. A failure in an issuer’s product or even questions about the safety of the product could be devastating to the issuer, especially if it is the marquee product of the issuer. It can be difficult to accurately capture what qualifies as an artificial intelligence company.

Technology Sector Risk. The Fund will invest substantially in companies in the information technology sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. Market or economic factors impacting technology companies and companies that rely heavily on technological advances could have a significant effect on the value of the Fund’s investments. The value of stocks of information technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of information technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Information technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability.

Risk Disclosures (applicable only to MARO)

Digital Assets Risk: The Fund does not invest directly in Bitcoin or any other digital assets. The Fund does not invest directly in derivatives that track the performance of Bitcoin or any other digital assets. The Fund does not invest in or seek direct exposure to the current “spot” or cash price of Bitcoin. Investors seeking direct exposure to the price of Bitcoin should consider an investment other than the Fund. Digital assets like Bitcoin, designed as mediums of exchange, are still an emerging asset class. They operate independently of any central authority or government backing and are subject to regulatory changes and extreme price volatility.

Risk Disclosures (applicable only to BABO and TSMY)

Currency Risk: Indirect exposure to foreign currencies subjects the Fund to the risk that currencies will decline in value relative to the U.S. dollar. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates and the imposition of currency controls or other political developments in the U.S. or abroad.

Depositary Receipts Risk: Investment in ADRs may be less liquid than the underlying shares in their primary trading market.

Foreign Market and Trading Risk: The trading markets for many foreign securities are not as active as U.S. markets and may have less governmental regulation and oversight.

Foreign Securities Risk: Investments in securities of non-U.S. issuers involve certain risks that may not be present with investments in securities of U.S. issuers, such as risk of loss due to foreign currency fluctuations or to political or economic instability, as well as varying regulatory requirements applicable to investments in non-U.S. issuers. There may be less information publicly available about a non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may also be subject to different regulatory, accounting, auditing, financial reporting and investor protection standards than U.S. issuers.

Risk Disclosures (applicable only to GDXY)

Risk of Investing in Foreign Securities. The Fund is exposed indirectly to the securities of foreign issuers selected by GDX®’s investment adviser, which subjects the Fund to the risks associated with such companies. Investments in the securities of foreign issuers involve risks beyond those associated with investments in U.S. securities.

Risk of Investing in Gold and Silver Mining Companies. The Fund is exposed indirectly to gold and silver mining companies selected by GDX®’s investment adviser, which subjects the Fund to the risks associated with such companies.

The Fund invests in options contracts based on the value of the VanEck Gold Miners ETF (GDX®), which subjects the Fund to some of the same risks as if it owned GDX®, as well as the risks associated with Canadian, Australian and Emerging Market Issuers, and Small-and Medium-Capitalization companies.

Risk Disclosures (applicable only to YBIT)

YBIT does not invest directly in Bitcoin or any other digital assets. YBIT does not invest directly in derivatives that track the performance of Bitcoin or any other digital assets. YBIT does not invest in or seek direct exposure to the current “spot” or cash price of Bitcoin. Investors seeking direct exposure to the price of Bitcoin should consider an investment other than YBIT.

Bitcoin Investment Risk: The Fund’s indirect investment in Bitcoin, through holdings in one or more Underlying ETPs, exposes it to the unique risks of this emerging innovation. Bitcoin’s price is highly volatile, and its market is influenced by the changing Bitcoin network, fluctuating acceptance levels, and unpredictable usage trends.

Digital Assets Risk: Digital assets like Bitcoin, designed as mediums of exchange, are still an emerging asset class. They operate independently of any central authority or government backing and are subject to regulatory changes and extreme price volatility. Potentially No 1940 Act Protections. As of the date of this Prospectus, there is only a single eligible Underlying ETP, and it is an investment company subject to the 1940 Act.

Bitcoin ETP Risk: The Fund invests in options contracts that are based on the value of the Bitcoin ETP. This subjects the Fund to certain of the same risks as if it owned shares of the Bitcoin ETP, even though it does not. Bitcoin ETPs are subject, but not limited, to significant risk and heightened volatility. An investor in a Bitcoin ETP may lose their entire investment. Bitcoin ETPs are not suitable for all investors. In addition, not all Bitcoin ETPs are registered under the Investment Company Act of 1940. Those Bitcoin ETPs that are not registered under such statute are therefore not subject to the same regulations as exchange traded products that are so registered.

Risk Disclosures (applicable only to the Short ETFs)

Investing involves risk. Principal loss is possible.

Price Appreciation Risk. As part of the Fund’s synthetic covered put strategy, the Fund purchases and sells call and put option contracts that are based on the value of the underlying reference asset. This strategy subjects the Fund to certain of the same risks as if it shorted the underlying reference asset, even though it does not. By virtue of the Fund’s indirect inverse exposure to changes in the value of the underlying reference asset, the Fund is subject to the risk that the value of the underlying reference asset increases. If the value of the underlying reference asset increases, the Fund will likely lose value and, as a result, the Fund may suffer significant losses.

Put Writing Strategy Risk. The path dependency (i.e., the continued use) of the Fund’s put writing (selling) strategy will impact the extent that the Fund participates in decreases in the value of the underlying reference asset and, in turn, the Fund’s returns, both during the term of the sold put options and over longer time periods.

Purchased OTM Call Options Risk. The Fund’s strategy is subject to potential losses if the underlying reference asset increases in value, which may not be offset by the purchase of out-of-the-money (OTM) call options. The Fund purchases OTM calls to seek to manage (cap) the Fund’s potential losses from the Fund’s short exposure to the underlying reference asset if it appreciates significantly in value. However, the OTM call options will cap the Fund’s losses only to the extent that the value of the underlying reference asset increases to a level that is at or above the strike level of the purchased OTM call options. Any increase in the value of the underlying reference asset to a level that is below the strike level of the purchased OTM call options will result in a corresponding loss for the Fund. For example, if the OTM call options have a strike level that is approximately 100% above the then-current value of the underlying reference asset at the time of the call option purchase, and the value of the underlying reference asset increases by at least 100% during the term of the purchased OTM call options, the Fund will lose all its value. Since the Fund bears the costs of purchasing the OTM calls, such costs will decrease the Fund’s value and/or any income otherwise generated by the Fund’s investment strategy.

Counterparty Risk. The Fund is subject to counterparty risk by virtue of its investments in options contracts. Transactions in some types of derivatives, including options, are required to be centrally cleared (“cleared derivatives”). In a transaction involving cleared derivatives, the Fund’s counterparty is a clearing house rather than a bank or broker. Since the Fund is not a member of clearing houses and only members of a clearing house (“clearing members”) can participate directly in the clearing house, the Fund will hold cleared derivatives through accounts at clearing members.

Derivatives Risk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest rates or indexes. The Fund’s investments in derivatives may pose risks in addition to, and greater than, those associated with directly investing in securities or other ordinary investments, including risk related to the market, imperfect correlation with underlying investments or the Fund’s other portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and legal restrictions.

Options Contracts. The use of options contracts involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. The prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying reference asset, including the anticipated volatility, which are affected by fiscal and monetary policies and by national and international political, changes in the actual or implied volatility or the reference asset, the time remaining until the expiration of the option contract and economic events.

Distribution Risk. As part of the Fund’s investment objective, the Fund seeks to provide current income. There is no assurance that the Fund will make a distribution in any given month. If the Fund does make distributions, the amounts of such distributions will likely vary greatly from one distribution to the next.

High Portfolio Turnover Risk. The Fund may actively and frequently trade all or a significant portion of the Fund’s holdings.

Liquidity Risk. Some securities held by the Fund, including options contracts, may be difficult to sell or be illiquid, particularly during times of market turmoil.

Non-Diversification Risk. Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund.

New Fund Risk. The Fund is a recently organized management investment company with no operating history. As a result, prospective investors do not have a track record or history on which to base their investment decisions.

Price Participation Risk. The Fund employs an investment strategy that includes the sale of put option contracts, which limits the degree to which the Fund will participate in decreases in value experienced by the underlying reference asset over the Put Period.

Single Issuer Risk. Issuer-specific attributes may cause an investment in the Fund to be more volatile than a traditional pooled investment which diversifies risk or the market generally. The value of the Fund, for any Fund that focuses on an individual security (e.g., TSLA, COIN, NVDA), may be more volatile than a traditional pooled investment or the market as a whole and may perform differently from the value of a traditional pooled investment or the market as a whole.

Inflation Risk. Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the present value of the Fund’s assets and distributions, if any, may decline.

Risk Disclosures (applicable only to YQQQ)

Index Overview. The Nasdaq 100 Index is a benchmark index that includes 100 of the largest non-financial companies listed on the Nasdaq Stock Market, based on market capitalization.

Index Level Appreciation Risk. As part of the Fund’s synthetic covered put strategy, the Fund purchases and sells call and put option contracts that are based on the Index level. This strategy subjects the Fund to certain of the same risks as if it shorted the Index, even though it does not. By virtue of the Fund’s indirect inverse exposure to changes in the Index level, the Fund is subject to the risk that the Index level increases. If the Index level increases, the Fund will likely lose value and, as a result, the Fund may suffer significant losses. The Fund may also be subject to the following risks: innovation and technological advancement; strong market presence of Index constituent companies; adaptability to global market trends; and resilience and recovery potential.

Index Level Participation Risk. The Fund employs an investment strategy that includes the sale of put option contracts, which limits the degree to which the Fund will benefit from decreases in the Index level experienced over the Put Period. This means that if the Index level experiences a decrease in value below the strike level of the sold put options during a Put Period, the Fund will likely not experience that increase to the same extent and any Fund gains may significantly differ from the level of the Index losses over the Put Period. Additionally, because the Fund is limited in the degree to which it will participate in decreases in value experienced by the Index level over each Put Period, but has significant negative exposure to any increases in value experienced by the Index level over the Put Period, the NAV of the Fund may decrease over any given time period. The Fund’s NAV is dependent on the value of each options portfolio, which is based principally upon the inverse of the performance of the Index level. The Fund’s ability to benefit from the Index level decreases will depend on prevailing market conditions, especially market volatility, at the time the Fund enters into the sold put option contracts and will vary from Put Period to Put Period. The value of the options contracts is affected by changes in the value and dividend rates of component companies that comprise the Index, changes in interest rates, changes in the actual or perceived volatility of the Index and the remaining time to the options’ expiration, as well as trading conditions in the options market. As the Index level changes and time moves towards the expiration of each Put Period, the value of the options contracts, and therefore the Fund’s NAV, will change. However, it is not expected for the Fund’s NAV to directly inversely correlate on a day-to-day basis with the returns of the Index level. The amount of time remaining until the options contract’s expiration date affects the impact that the value of the options contracts has on the Fund’s NAV, which may not be in full effect until the expiration date of the Fund’s options contracts. Therefore, while changes in the Index level will result in changes to the Fund’s NAV, the Fund generally anticipates that the rate of change in the Fund’s NAV will be different than the inverse of the changes experienced by the Index level.

Holdings

As of January 29, 2025, the YieldMax™ CARVANA Option Income Strategy ETF did not hold any shares of CARVANA CO. (CVNA). As of such date, the holdings of CVNA in such fund were 0.00%.

YieldMax™ ETFs are distributed by Foreside Fund Services, LLC. Foreside is not affiliated with Tidal Financial Group, YieldMax™ ETFs.

MIL-OSI: Roper Technologies announces 2024 financial results

Source: GlobeNewswire (MIL-OSI)

SARASOTA, Fla., Jan. 30, 2025 (GLOBE NEWSWIRE) — Roper Technologies, Inc. (Nasdaq: ROP) reported financial results for the fourth quarter and full year ended December 31, 2024. The results in this press release are presented on a continuing operations basis.

Fourth quarter 2024 highlights

Revenue increased 16% to $1.88 billion; acquisition contribution was +9% and organic revenue was +7%
Operating cash flow was $722 million; adjusted operating cash flow increased 13%
GAAP net earnings increased 22% to $462 million; adjusted net earnings increased 10% to $520 million
Adjusted EBITDA increased 13% to $744 million
GAAP DEPS increased 22% to $4.28; adjusted DEPS increased 10% to $4.81

Full year 2024 highlights

Revenue increased 14% to $7.04 billion; acquisition contribution was +8% and organic revenue was +6%
Operating cash flow was $2.39 billion; adjusted operating cash flow increased 16%
GAAP net earnings increased 13% to $1.55 billion; adjusted net earnings increased 10% to $1.98 billion
Adjusted EBITDA increased 13% to $2.83 billion
GAAP DEPS increased 13% to $14.35; adjusted DEPS increased 10% to $18.31

“It was an outstanding year for Roper’s long-term cash flow compounding model. We grew free cash flow 16% to $2.3 billion, surpassing the $2 billion milestone for the first time in our history,” said Neil Hunn, Roper Technologies’ President and CEO. “Our total revenue growth of 14% for the year was driven by 6% organic growth and an 8% contribution from our disciplined and process-driven capital deployment capability. To this end, we deployed $3.6 billion of capital toward high-quality vertical software acquisitions, highlighted by Procare Solutions, a leading early childhood education software company, and Transact Campus, which was successfully combined with our CBORD education & healthcare software business.”

2025 outlook and guidance

“Roper not only grew substantially in 2024, but we enter 2025 as a fundamentally better company. This past year, we upgraded key leadership talent, expanded our capital deployment function, and advanced our operating model. As a result, we are entering 2025 with broad-based and positive momentum. Our double-digit 2025 total revenue growth outlook is fueled by improving organic growth and meaningful contributions from our 2024 acquisitions. We believe these growth trends, combined with our significant M&A firepower and large pipeline of attractive acquisition opportunities, position Roper well to continue delivering compelling long-term cash flow compounding for our shareholders,” concluded Mr. Hunn.

Roper expects full year 2025 adjusted DEPS of $19.75 – $20.00 with first quarter adjusted DEPS of $4.70 – $4.74. The Company expects full year total revenue growth of 10%+, with organic revenue growth of +6 – 7%.

The Company’s guidance excludes the impact of unannounced future acquisitions or divestitures.

Conference call to be held at 8:00 AM (ET) today

A conference call to discuss these results has been scheduled for 8:00 AM ET on Thursday, January 30, 2025. The call can be accessed via webcast or by dialing +1 800-836-8184 (US/Canada) or +1 646-357-8785, using conference call ID 30275. Webcast information and conference call materials will be made available in the Investors section of Roper’s website (www.ropertech.com) prior to the start of the call. The webcast can also be accessed directly by using the following URL https://event.webcast. Telephonic replays will be available for up to two weeks and can be accessed by dialing +1 646-517-4150 with access code 30275#.

Use of non-GAAP financial information

The Company supplements its consolidated financial statements presented on a GAAP basis with certain non-GAAP financial information to provide investors with greater insight, increase transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making. Reconciliation of non-GAAP measures to their most directly comparable GAAP measures are included in the accompanying financial schedules or tables. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures prepared in accordance with GAAP, and the financial results prepared in accordance with GAAP and reconciliations from these results should be carefully evaluated.

Minority interests

Following the sale of a majority stake in its industrial businesses to CD&R, Roper holds a minority interest in Indicor. The fair value of Roper’s equity investment in Indicor is updated on a quarterly basis and reported as “equity investments gain, net.” During the quarter, Roper sold its minority interest in Certinia and recognized the associated gain within “equity investments gain, net.” Roper makes non-GAAP adjustments for the impacts associated with these investments.

Table 1: Revenue and adjusted EBITDA reconciliation ($M) (from continuing operations)
	Q4 2023			Q4 2024			V %			FY 2023			FY 2024			V %
GAAP revenue	$	1,613		$	1,877			16	%	$	6,178		$	7,039			14	%

Components of revenue growth
Organic								7	%								6	%
Acquisitions								9	%								8	%
Foreign exchange								—	%								—	%
Revenue growth								16	%								14	%

Adjusted EBITDA reconciliation
GAAP net earnings	$	378		$	462					$	1,368		$	1,549
Taxes		99			128						375			418
Interest expense		50			71						165			259
Depreciation		9			9						35			37
Amortization		187			202						720			776
EBITDA	$	723		$	873			21	%	$	2,663		$	3,039			14	%

Restructuring-related expenses associated with the Syntellis (’23) and Transact (’24) acquisitions		—			—						9			9
Transaction-related expenses for completed acquisitions		3			1						8			8
Financial impacts associated with the minority investments in Indicor & Certinia^A		(67	)		(141	)					(165	)		(235	)
Gain on sale of non-operating assets		—			—						(3	)		—
Legal settlement charge		—			11						—			11
Adjusted EBITDA	$	659		$	744		13		%	$	2,511		$	2,832			13	%
% of revenue		40.8	%		39.6	%	(120 bps		)		40.6	%		40.2	%		(40 bps	)

Table 2: Adjusted net earnings reconciliation ($M) (from continuing operations)
	Q4 2023			Q4 2024			V %			FY 2023			FY 2024			V %
GAAP net earnings	$	378		$	462			22	%	$	1,368		$	1,549			13	%
Restructuring-related expenses associated with the Syntellis (’23) and Transact (’24) acquisitions		—			—						7			7
Transaction-related expenses for completed acquisitions		2			1						6			6
Financial impacts associated with the minority investments in Indicor & Certinia^A		(52	)		(105	)					(135	)		(182	)
Gain on sale of non-operating assets		—			—						(3	)		—
Legal settlement charge		—			9						—			9
Amortization of acquisition-related intangible assets^B		143			153						552			588
Adjusted net earnings^C	$	471		$	520			10	%	$	1,795		$	1,978			10	%

Table 3: Adjusted DEPS reconciliation (from continuing operations)
	Q4 2023			Q4 2024			V %			FY 2023			FY 2024			V %
GAAP DEPS	$	3.50		$	4.28			22	%	$	12.74		$	14.35			13	%
Restructuring-related expenses associated with the Syntellis (’23) and Transact (’24) acquisitions		—			—						0.06			0.07
Transaction-related expenses for completed acquisitions		0.02			0.01						0.06			0.06
Financial impacts associated with the minority investments in Indicor & Certinia^A		(0.48	)		(0.97	)					(1.25	)		(1.68	)
Gain on sale of non-operating assets		—			—						(0.02	)		—
Legal settlement charge		—			0.08						—			0.08
Amortization of acquisition-related intangible assets^B		1.33			1.41						5.13			5.45
Adjusted DEPS^C	$	4.37		$	4.81			10	%	$	16.71		$	18.31			10	%

Table 4: Adjusted cash flow reconciliation ($M) (from continuing operations)
	Q4 2023			Q4 2024			V %			FY 2023			FY 2024			V %
Operating cash flow	$	622		$	722			16	%	$	2,037		$	2,393			17	%
Taxes paid in period related to divestiture		16			—						32			—
Adjusted operating cash flow	$	638		$	722			13	%	$	2,070		$	2,393			16	%
Capital expenditures		(30	)		(27	)					(68	)		(66	)
Capitalized software expenditures		(11	)		(12	)					(40	)		(45	)
Adjusted free cash flow	$	596		$	684			15	%	$	1,962		$	2,282			16	%

Table 5: Forecasted adjusted DEPS reconciliation (from continuing operations)
	Q1 2025				FY 2025
	Low End		High End		Low End		High End
GAAP DEPS^D	$	3.29	$	3.33	$	14.21	$	14.46
Financial impacts associated with the minority investment in Indicor^A		TBD		TBD		TBD		TBD
Amortization of acquisition-related intangible assets^B		1.41		1.41		5.54		5.54
Adjusted DEPS^C	$	4.70	$	4.74	$	19.75	$	20.00

Footnotes:

A.	Adjustments related to the financial impacts associated with the minority investments in Indicor & Certinia as shown below ($M, except per share data). Forecasted results do not include any potential impacts associated with our minority investment in Indicor, as these potential impacts cannot be reasonably predicted. These impacts will be excluded from all non-GAAP results in future periods.

		Q4 2023A			Q4 2024A			FY 2023A			FY 2024A			Q1 2025E		FY 2025E
	Pretax	$	(67	)	$	(141	)	$	(165	)	$	(235	)	TBD		TBD
	After-tax	$	(52	)	$	(105	)	$	(135	)	$	(182	)	TBD		TBD
	Per share	$	(0.48	)	$	(0.97	)	$	(1.25	)	$	(1.68	)	TBD		TBD

B.	Actual results and forecast of estimated amortization of acquisition-related intangible assets as shown below ($M, except per share data).

		Q4 2023A			Q4 2024A			FY 2023A			FY 2024A			Q1 2025E		FY 2025E
	Pretax	$	181		$	193		$	698		$	745		$	193	$	762
	After-tax	$	143		$	153		$	552		$	588		$	153	$	602
	Per share	$	1.33		$	1.41		$	5.13		$	5.45		$	1.41	$	5.54

C.	All actual and forecasted non-GAAP adjustments are taxed at 21% with the exception of the financial impacts associated with minority investments.

D.	Forecasted GAAP DEPS do not include any potential impacts associated with our minority investment in Indicor. These impacts will be excluded from all non-GAAP results in future periods.

Note: Numbers may not foot due to rounding.

About Roper Technologies

Roper Technologies is a constituent of the Nasdaq 100, S&P 500, and Fortune 1000. Roper has a proven, long-term track record of compounding cash flow and shareholder value. The Company operates market leading businesses that design and develop vertical software and technology enabled products for a variety of defensible niche markets. Roper utilizes a disciplined, analytical, and process-driven approach to redeploy its excess capital toward high-quality acquisitions. Additional information about Roper is available on the Company’s website at www.ropertech.com.

Contact information:
Investor Relations
941-556-2601
investor-relations@ropertech.com

The information provided in this press release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements may include, among others, statements regarding operating results, the success of our internal operating plans, and the prospects for newly acquired businesses to be integrated and contribute to future growth, profit and cash flow expectations. Forward-looking statements may be indicated by words or phrases such as “anticipate,” “estimate,” “plans,” “expects,” “projects,” “should,” “will,” “believes,” “intends” and similar words and phrases. These statements reflect management’s current beliefs and are not guarantees of future performance. They involve risks and uncertainties that could cause actual results to differ materially from those contained in any forward-looking statement. Such risks and uncertainties include our ability to identify and complete acquisitions consistent with our business strategies, integrate acquisitions that have been completed, realize expected benefits and synergies from, and manage other risks associated with, acquired businesses, including obtaining any required regulatory approvals with respect thereto. We also face other general risks, including our ability to realize cost savings from our operating initiatives, general economic conditions and the conditions of the specific markets in which we operate, including risks related to labor shortages and rising interest rates, changes in foreign exchange rates, risks related to changing U.S. and foreign trade policies, including increased trade restrictions or tariffs, risks associated with our international operations, cybersecurity and data privacy risks, including litigation resulting therefrom, risks related to political instability, armed hostilities, incidents of terrorism, public health crises (such as the COVID-19 pandemic) or natural disasters, increased product liability and insurance costs, increased warranty exposure, future competition, changes in the supply of, or price for, parts and components, including as a result of inflation and potential supply chain constraints, environmental compliance costs and liabilities, risks and cost associated with litigation, potential write-offs of our substantial intangible assets, and risks associated with obtaining governmental approvals and maintaining regulatory compliance for new and existing products. Important risks may be discussed in current and subsequent filings with the SEC. You should not place undue reliance on any forward-looking statements. These statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

Roper Technologies, Inc.
Condensed Consolidated Balance Sheets (unaudited)
(Amounts in millions)

	December 31, 2024			December 31, 2023
ASSETS:

Cash and cash equivalents	$	188.2		$	214.3
Accounts receivable, net		885.1			829.9
Inventories, net		120.8			118.6
Income taxes receivable		25.6			47.7
Unbilled receivables		127.3			106.4
Prepaid expenses and other current assets		195.7			164.5
Total current assets		1,542.7			1,481.4

Property, plant and equipment, net		149.7			119.6
Goodwill		19,312.9			17,118.8
Other intangible assets, net		9,059.6			8,212.1
Deferred taxes		54.1			32.2
Equity investments		772.3			795.7
Other assets		443.4			407.7
Total assets	$	31,334.7		$	28,167.5

LIABILITIES AND STOCKHOLDERS’ EQUITY:

Accounts payable	$	148.1		$	143.0
Accrued compensation		289.0			250.0
Deferred revenue		1,737.4			1,583.8
Other accrued liabilities		546.2			446.5
Income taxes payable		68.4			40.4
Current portion of long-term debt, net		1,043.1			499.5
Total current liabilities		3,832.2			2,963.2

Long-term debt, net of current portion		6,579.9			5,830.6
Deferred taxes		1,630.6			1,513.1
Other liabilities		424.4			415.8
Total liabilities		12,467.1			10,722.7

Common stock		1.1			1.1
Additional paid-in capital		3,014.6			2,767.0
Retained earnings		16,034.9			14,816.3
Accumulated other comprehensive loss		(166.5	)		(122.8	)
Treasury stock		(16.5	)		(16.8	)
Total stockholders’ equity		18,867.6			17,444.8
Total liabilities and stockholders’ equity	$	31,334.7		$	28,167.5

Roper Technologies, Inc.
Condensed Consolidated Statements of Earnings (unaudited)
(Amounts in millions, except per share data)

	Three months ended December 31,						Year ended December 31,
		2024			2023			2024			2023
Net revenues	$	1,877.1		$	1,613.5		$	7,039.2		$	6,177.8
Cost of sales		594.8			488.3			2,160.9			1,870.6
Gross profit		1,282.3			1,125.2			4,878.3			4,307.2

Selling, general and administrative expenses		757.6			662.4			2,881.5			2,562.0
Income from operations		524.7			462.8			1,996.8			1,745.2

Interest expense, net		70.8			50.1			259.2			164.7
Equity investments gain, net		(141.0	)		(66.7	)		(234.6	)		(165.4	)
Other expense, net		4.1			2.7			5.0			2.8

Earnings before income taxes		590.8			476.7			1,967.2			1,743.1

Income taxes		128.5			99.2			417.9			374.7

Net earnings from continuing operations		462.3			377.5			1,549.3			1,368.4

Loss from discontinued operations, net of tax		—			—			—			(4.1	)
Gain on disposition of discontinued operations, net of tax		—			11.5			—			19.9
Net earnings from discontinued operations		—			11.5			—			15.8

Net earnings	$	462.3		$	389.0		$	1,549.3		$	1,384.2

Net earnings per share from continuing operations:
Basic	$	4.31		$	3.53		$	14.47		$	12.83
Diluted	$	4.28		$	3.50		$	14.35		$	12.74

Net earnings per share from discontinued operations:
Basic	$	—		$	0.11		$	—		$	0.15
Diluted	$	—		$	0.11		$	—		$	0.15

Net earnings per share:
Basic	$	4.31		$	3.64		$	14.47		$	12.98
Diluted	$	4.28		$	3.61		$	14.35		$	12.89

Weighted average common shares outstanding:
Basic		107.3			106.9			107.1			106.6
Diluted		108.1			107.7			108.0			107.4

Roper Technologies, Inc.
Selected Segment Financial Data (unaudited)
(Amounts in millions; percentages of net revenues)

	Three months ended December 31,										Year ended December 31,
		2024					2023					2024					2023
	Amount		%			Amount		%			Amount		%			Amount		%
Net revenues:
Application Software	$	1,056.9				$	851.8				$	3,868.3				$	3,186.9
Network Software		373.5					362.7					1,475.6					1,439.4
Technology Enabled Products		446.7					399.0					1,695.3					1,551.5
Total	$	1,877.1				$	1,613.5				$	7,039.2				$	6,177.8


Gross profit:
Application Software	$	708.0		67.0	%	$	586.6		68.9	%	$	2,647.6		68.4	%	$	2,195.8		68.9	%
Network Software		318.9		85.4	%		311.6		85.9	%		1,254.8		85.0	%		1,225.6		85.1	%
Technology Enabled Products		255.4		57.2	%		227.0		56.9	%		975.9		57.6	%		885.8		57.1	%
Total	$	1,282.3		68.3	%	$	1,125.2		69.7	%	$	4,878.3		69.3	%	$	4,307.2		69.7	%


*Operating profit:**
Application Software	$	272.9		25.8	%	$	219.5		25.8	%	$	1,023.4		26.5	%	$	820.8		25.8	%
Network Software		174.4		46.7	%		167.4		46.2	%		666.5		45.2	%		632.4		43.9	%
Technology Enabled Products		150.3		33.6	%		127.0		31.8	%		574.3		33.9	%		518.7		33.4	%
Total	$	597.6		31.8	%	$	513.9		31.9	%	$	2,264.2		32.2	%	$	1,971.9		31.9	%


* Segment operating profit is before unallocated corporate general and administrative expenses and enterprise-wide stock-based compensation. These expenses were $72.9 and $51.1 for the three months ended December 31, 2024 and 2023, respectively, and $267.4 and $226.7 for the twelve months ended December 31, 2024 and 2023, respectively.

Roper Technologies, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)
(Amounts in millions)
	Year ended December 31,
		2024			2023
Cash flows from operating activities:
Net earnings from continuing operations	$	1,549.3		$	1,368.4
Adjustments to reconcile net earnings from continuing operations to cash flows from operating activities:
Depreciation and amortization of property, plant and equipment		37.1			35.4
Amortization of intangible assets		775.7			719.8
Amortization of deferred financing costs		9.8			9.9
Non-cash stock compensation		145.9			123.5
Equity investments gain, net		(234.6	)		(165.4	)
Income tax provision		417.9			374.7
Changes in operating assets and liabilities, net of acquired businesses:
Accounts receivable		14.4			(50.2	)
Unbilled receivables		(18.5	)		(7.5	)
Inventories		(1.9	)		(6.6	)
Prepaid expenses and other current assets		(19.5	)		(4.3	)
Accounts payable		(13.0	)		18.2
Other accrued liabilities		109.3			(1.0	)
Deferred revenue		110.7			93.9
Cash taxes paid for gain on disposal of business		—			(32.5	)
Cash income taxes paid, excluding tax associated with gain on disposal of business		(483.8	)		(423.4	)
Other, net		(5.6	)		(15.5	)
Cash provided by operating activities from continuing operations		2,393.2			2,037.4
Cash used in operating activities from discontinued operations		—			(2.3	)
Cash provided by operating activities		2,393.2			2,035.1

Cash flows from (used in) investing activities:
Acquisitions of businesses, net of cash acquired		(3,612.9	)		(2,052.7	)
Capital expenditures		(66.0	)		(68.0	)
Capitalized software expenditures		(45.0	)		(40.0	)
Distributions from equity investment		10.8			32.5
Proceeds from sale of equity investment		245.6			—
Other, net		(1.0	)		(0.1	)
Cash used in investing activities from continuing operations		(3,468.5	)		(2,128.3	)
Cash provided by disposition of discontinued operations		—			2.0
Cash used in investing activities		(3,468.5	)		(2,126.3	)

Cash flows from (used in) financing activities:
Proceeds from senior notes		2,000.0			—
Payments of senior notes		(500.0	)		(700.0	)
Borrowings (payments) under revolving line of credit, net		(235.0	)		360.0
Debt issuance costs		(24.6	)		—
Cash dividends to stockholders		(321.9	)		(290.2	)
Treasury stock sales		18.5			15.5
Proceeds from stock-based compensation, net		88.6			115.2
Other, net		43.9			—
Cash provided by (used in) financing activities		1,069.5			(499.5	)

(Continued)
Roper Technologies, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited) – Continued
(Amounts in millions)
	Year ended December 31,
		2024			2023
Effect of exchange rate changes on cash		(20.3	)		12.2

Net decrease in cash and cash equivalents		(26.1	)		(578.5	)

Cash and cash equivalents, beginning of year		214.3			792.8

Cash and cash equivalents, end of year	$	188.2		$	214.3

MIL-OSI: Bread Financial Provides Performance Update for December 2024

Source: GlobeNewswire (MIL-OSI)

COLUMBUS, Ohio, Jan. 30, 2025 (GLOBE NEWSWIRE) — Bread Financial^®Holdings, Inc. (NYSE: BFH), a tech-forward financial services company that provides simple, personalized payment, lending and saving solutions, provided a performance update. The following tables present the Company’s net loss rate and delinquency rate for the periods indicated.

	For the month ended December 31, 2024			For the three months ended December 31, 2024
	(dollars in millions)
End-of-period credit card and other loans	$	18,896		$	18,896
Average credit card and other loans ⁽¹⁾	$	18,647		$	18,156
Year-over-year change in average credit card and other loans ⁽¹⁾		—	%		(1	%)
Net principal losses ⁽²⁾	$	129		$	367
Net loss rate ⁽¹⁾⁽²⁾		8.1	%		8.0	%

	As of December 31, 2024			As of December 31, 2023
	(dollars in millions)
30 days + delinquencies – principal	$	1,034		$	1,163
Period ended credit card and other loans – principal	$	17,418		$	17,906
Delinquency rate		5.9	%		6.5	%

______________________________

⁽¹⁾	Beginning in January 2024, we revised the calculation of Average credit card and other loans to more closely align with industry practice by incorporating an average daily balance. Prior to 2024, Average credit card and other loans represent the average balance of the loans at the beginning and end of each month, averaged over the periods indicated. Consequentially, the calculations for Year-over-year change in average credit card and other loans and Net loss rate differ for the periods presented.
⁽²⁾	As a result of hurricanes Helene and Milton we froze delinquency progression for cardholders in Federal Emergency Management Agency identified impact zones for one billing cycle, which will result in modestly lower Net principal losses and Net loss rate in the fourth quarter of 2024, and consequently these actions will negatively impact Net principal losses and Net loss rate in the second quarter of 2025.

About Bread Financial^®
Bread Financial^® (NYSE: BFH) is a tech-forward financial services company that provides simple, personalized payment, lending and saving solutions to millions of U.S. consumers. Our payment solutions, including Bread Financial general purpose credit cards and savings products, empower our customers and their passions for a better life. Additionally, we deliver growth for some of the most recognized brands in travel & entertainment, health & beauty, jewelry and specialty apparel through our private label and co-brand credit cards and pay-over-time products providing choice and value to our shared customers.

To learn more about Bread Financial, our global associates and our sustainability commitments, visit breadfinancial.com or follow us on Instagram and LinkedIn.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements give our expectations or forecasts of future events and can generally be identified by the use of words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “project,” “plan,” “likely,” “may,” “should” or other words or phrases of similar import. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding, and the guidance we give with respect to, our anticipated operating or financial results, future financial performance and outlook, future dividend declarations, and future economic conditions.

We believe that our expectations are based on reasonable assumptions. Forward-looking statements, however, are subject to a number of risks and uncertainties that are difficult to predict and, in many cases, beyond our control. Accordingly, our actual results could differ materially from the projections, anticipated results or other expectations expressed in this release, and no assurances can be given that our expectations will prove to have been correct. Factors that could cause the outcomes to differ materially include, but are not limited to, the following: macroeconomic conditions, including market conditions, inflation, interest rates, labor market conditions, recessionary pressures or concerns over a prolonged economic slowdown, and the related impact on consumer spending behavior, payments, debt levels, savings rates and other behaviors; global political and public health events and conditions, including ongoing wars and military conflicts and natural disasters; future credit performance, including the level of future delinquency and write-off rates; the loss of, or reduction in demand from, significant brand partners or customers in the highly competitive markets in which we compete; the concentration of our business in U.S. consumer credit; inaccuracies in the models and estimates on which we rely, including the amount of our Allowance for credit losses and our credit risk management models; the inability to realize the intended benefits of acquisitions, dispositions and other strategic initiatives; our level of indebtedness and ability to access financial or capital markets; pending and future federal and state legislation, regulation, supervisory guidance, and regulatory and legal actions, including, but not limited to, those related to financial regulatory reform and consumer financial services practices, as well as any such actions with respect to late fees, interchange fees or other charges; impacts arising from or relating to the transition of our credit card processing services to third party service providers that we completed in 2022; failures or breaches in our operational or security systems, including as a result of cyberattacks, unanticipated impacts from technology modernization projects or otherwise; and any tax or other liability or adverse impacts arising out of or related to the spinoff of our former LoyaltyOne segment or the bankruptcy filings of Loyalty Ventures Inc. (LVI) and certain of its subsidiaries and subsequent litigation or other disputes. In addition, the Consumer Financial Protection Bureau (CFPB) has issued a final rule that, absent a successful legal challenge, will place significant limits on credit card late fees, which would have a significant impact on our business and results of operations for at least the short term and, depending on the effectiveness of the mitigating actions that we have taken or may in the future take in anticipation of, or in response to, the final rule, may potentially adversely impact us over the long term; we cannot provide any assurance as to the effective date of the rule, the result of any pending or future challenges or other litigation relating to the rule, or our ability to mitigate or offset the impact of the rule on our business and results of operations. The foregoing factors, along with other risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward-looking statements, are described in greater detail under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the most recently ended fiscal year, which may be updated in Item 1A of, or elsewhere in, our Quarterly Reports on Form 10-Q filed for periods subsequent to such Form 10-K. Our forward-looking statements speak only as of the date made, and we undertake no obligation, other than as required by applicable law, to update or revise any forward-looking statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise.

Contacts
Brian Vereb — Investor Relations
Brian.Vereb@breadfinancial.com

Susan Haugen — Investor Relations
Susan.Haugen@breadfinancial.com

Rachel Stultz — Media
Rachel.Stultz@breadfinancial.com

MIL-OSI: Brightstar Capital Partners Acquires WW Williams, a Nationwide Provider of Mechanical Repair Services and Products

Source: GlobeNewswire (MIL-OSI)

NEW YORK and COLUMBUS, Ohio, Jan. 30, 2025 (GLOBE NEWSWIRE) — Brightstar Capital Partners (“Brightstar”), a middle market private equity firm focused on investing in business services, industrials, consumer, and government services and technology, announced today that it has acquired WW Williams (“Williams” or the “Company”) from One Equity Partners. Williams is a provider of equipment and aftermarket parts and service for commercial trucks, dry and refrigerated trailers, diesel engines, and power generation systems. The Company’s senior management team will retain an ownership stake in the business.

Founded in 1912, WW Williams is a diversified aftermarket parts and service provider to the commercial vehicle and equipment markets that operates across the US. The Company represents major original equipment manufacturers (OEMs) and provides a full range of industry-leading products, parts and services focused on keeping customers’ vehicles and equipment in operation and minimizing downtime. The Company operates in 23 states, with over 50 locations and more than 1,250 staff members.

“Williams has built an impressive reputation for quality service and technical expertise during its long and distinguished history,” said Reidar Brekke, Partner at Brightstar. “We see significant opportunities to partner with the leadership team and accelerate Williams’ growth by expanding its offerings, continuing to support and grow its OEM relationships, executing a targeted M&A strategy, and investing in people and technology to enhance operational efficiency.”

“Williams has proudly served customers for more than 110 years and joining forces with Brightstar marks an exciting new chapter for the Company,” said John Simmons, CEO of Williams. “Brightstar’s operational expertise and experience scaling industrial businesses align perfectly with our vision for the future. We’re eager to work together to expand our capabilities and geographic reach while maintaining our commitment to exceptional customer service.”

“Partnering with Brightstar opens up exciting new avenues for Williams,” said Bobby Bell, CFO of Williams. “We are confident that with Brightstar’s support we will continue to provide differentiated services to current customers, build new customer relationships, improve our systems, and expand our business segments.”

“Talented and dedicated technicians are the heart of Williams’ success,” said Larry Schmidlapp, Managing Director at Brightstar. “At Brightstar, we have extensive experience partnering with companies that rely on a skilled technician base, and we’re excited to apply this knowledge to accelerate Williams’ growth.”

Moelis & Company LLC served as financial advisor and Kirkland & Ellis LLP served as legal counsel to Brightstar. Robert W. Baird & Co. served as financial advisor and Milbank LLP served as legal counsel to Williams.

About WW Williams

Founded in 1912, WW Williams is a diversified provider of aftermarkets parts and service the commercial vehicle and equipment markets operating across the US. The company represents major original equipment manufacturers (OEMs) and provides a full range of industry-leading products, parts, and services focused on keeping customers’ vehicles and equipment in operation and minimizing downtime. The Company operates in 23 states, with over 50 locations and more than 1,250 staff members. For more information, please visit www.wwwilliams.com.

About Brightstar Capital Partners

Brightstar Capital Partners is a middle market private equity firm with $5bn AUM that is focused on investing in business services, industrials, consumer, and government services and technology, where Brightstar believes it can drive significant value with respect to the management, operations, and strategic direction of the business. Since its founding in 2015, Brightstar has accumulated extensive experience partnering with family, founder, or entrepreneur-led businesses. Brightstar employs an operationally intensive “Us & Us” approach that leverages its considerable hands-on operational expertise and deep relationship network to help companies reach their full potential. For more information, please visit www.brightstarcp.com.

Brightstar Contact:

Prosek Partners
Pro-Brightstar@Prosek.com

WW Williams Contact:

Bobby Bell
bbell@wwwilliams.com

MIL-OSI: Matador Acquires 3.38 Bitcoin for CAD$500,000, Bringing Its Total Bitcoin (and Bitcoin Equivalent) Holdings to 64.69

Source: GlobeNewswire (MIL-OSI)

TORONTO, Jan. 30, 2025 (GLOBE NEWSWIRE) — Matador Technologies Inc. (“Matador” or the “Company”) (TSXV: MATA) is pleased to announce that the Company has acquired an additional 3.38 bitcoin for CAD$500,000 (USD$347,022). The 3.38 bitcoin was acquired at an average price of USD$102,703 per bitcoin, inclusive of fees and expenses.

The Company intends to opportunistically acquire another USD$350,000 in Bitcoin in the near term. The acquisition of Bitcoin aligns with Matador’s long-term strategy to integrate Bitcoin as a core asset in its treasury and as the foundation for its forthcoming digital gold product.

Key Highlights:

Enhanced Bitcoin Holdings: With this latest acquisition, Matador now holds approximately 64.69 bitcoin (and Bitcoin equivalents), enhancing its corporate treasury and long-term capital preservation strategy.

Strong Financial Position: Matador operates with zero debt, holding all Bitcoin (and Bitcoin equivalent) assets free and clear. The Company also maintains cash reserves of approximately CAD$2.3 million and physical gold holdings of 2 kilograms (approximately CAD$264,000), reflecting prudent financial management aimed at sustaining long-term growth and stability.

Net Asset Value: Matador’s net asset value (NAV) continues to grow with its diversified portfolio of traditional and digital assets. Matador’s NAV is currently approximately CAD$13.6 million, strengthened by its debt-free structure, cash reserves, physical gold and Bitcoin holdings.

Digital Gold Product: Leveraging Bitcoin technology, Matador’s first gold product, slated for launch in Q1 2025, will combine the tangible value of physical gold with the security and reach of the Bitcoin blockchain.

The latest developments at Matador underscore the Company’s commitment to driving innovation at the intersection of traditional assets and digital technology. Matador’s continued efforts to bridge traditional assets like gold and new technologies reflect its commitment to delivering a secure, accessible platform for users of all backgrounds.

“Our vision has always been to bridge the gap between traditional finance and the digital future,” said Deven Soni, CEO of Matador. “With our robust financial foundation, innovative use of technology, and a focus on delivering value to our shareholders, we’re confident in our ability to lead the charge in redefining how people interact with traditional assets.”

As the Company prepares to launch its gold product in Q1 2025, Matador continues to strengthen its position as a pioneer in the digital asset ecosystem. Backed by a strong net asset value, zero debt, and a clear growth strategy, Matador is well-equipped to seize opportunities and deliver sustainable long-term value for its stakeholders.

Looking ahead, Matador remains focused on expanding its offerings, leveraging emerging technologies, and building a platform that integrates the reliability of traditional assets with the transformative potential of blockchain. The Company will continue to add Bitcoin and gold to its treasury through a strategic and disciplined approach to acquisition.

For additional information, please contact:

Media Contact:
Sunny Ray
President
Email: sunny@matador.network

Phone: 647-932-2668

About Matador Technologies Inc.
Matador Technologies Inc. is a digital gold platform leveraging blockchain technology to digitize real-world assets like gold. Focused on building innovative financial solutions, Matador is at the forefront of integrating blockchain technology to preserve and grow value. Matador’s digital gold platform aims to democratize the gold buying experience, combining the best of modern technology and time-proven assets, to create an app that will allow users to buy, sell, and store gold 24/7 in a fun and engaging way.

Cautionary Statement Regarding Forward-Looking Information

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Forward Looking Statements – Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, including risks associated with the implementation of the Company’s treasury management strategy and the timing and nature of the launch of its mobile application as currently proposed or at all and the potential revenue generated therefrom. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, including with respect to the potential acquisition of Bitcoin and/or US dollars, the pricing of such acquisitions and the timing of future operations and the receipt of all applicable regulatory approvals. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

MIL-OSI: Amplify ETFs Declares January Income Distributions for its Income ETFs

Source: GlobeNewswire (MIL-OSI)

CHICAGO, Jan. 30, 2025 (GLOBE NEWSWIRE) — Amplify ETFs announces January income distributions for its income ETFs.

ETF Name	Ticker	Amount per Share	Ex-Date	Record Date	Payable Date
Amplify Samsung SOFR ETF	SOFR	$0.36008	1/30/25	1/30/25	1/31/25
Amplify Bloomberg U.S. Treasury Target High Income ETF	TLTP	$0.23690	1/30/25	1/30/25	1/31/25
Amplify CWP Growth & Income ETF	QDVO	$0.19337	1/30/25	1/30/25	1/31/25
Amplify Cash Flow High Income ETF	HCOW	$0.17300	1/30/25	1/30/25	1/31/25
Amplify CWP Enhanced Dividend Income ETF	DIVO	$0.16940	1/30/25	1/30/25	1/31/25
Amplify CWP International Enhanced Dividend Income ETF	IDVO	$0.15595	1/30/25	1/30/25	1/31/25
Amplify Natural Resources Dividend Income ETF	NDIV	$0.13429	1/30/25	1/30/25	1/31/25
Amplify High Income ETF	YYY	$0.12000	1/30/25	1/30/25	1/31/25

About Amplify ETFs
Amplify ETFs, sponsored by Amplify Investments, has over $10 billion in assets across its suite of ETFs (as of 1/08/2025). Amplify ETFs delivers expanded investment opportunities for investors seeking growth, income, and risk-managed strategies across a range of actively managed and index-based ETFs. To learn more visit AmplifyETFs.com.

Sales Contact:
Amplify ETFs
855-267-3837
info@amplifyetfs.com

Media Contacts:
Gregory FCA for Amplify ETFs
Kerry Davis
610-228-2098
amplifyetfs@gregoryfca.com

This information is not intended to provide and should not be relied upon for accounting, legal or tax advice, or investment recommendations. To receive a distribution, you must be a registered shareholder of the fund on the record date. Distributions are paid to shareholders on the payment date. There is no guarantee that distributions will be made in the future. Your own trading will also generate tax consequences and transaction expenses. Past distributions are not indicative of future distributions. Please consult your tax professional or financial adviser for more information regarding your tax situation.

Carefully consider the Funds’ investment objectives, risk factors, charges, and expenses before investing. This and other information can be found in Amplify Funds’ statutory and summary prospectuses, which may be obtained at AmplifyETFs.com. Read the prospectuses carefully before investing.

Investing involves risk, including the possible loss of principal.

Amplify ETFs are distributed by Foreside Services, LLC.

MIL-OSI: Connectone Bancorp, Inc. Reports Fourth Quarter and Full-Year 2024 Results; Declares Common and Preferred Dividends

Source: GlobeNewswire (MIL-OSI)

ENGLEWOOD CLIFFS, N.J., Jan. 30, 2025 (GLOBE NEWSWIRE) — ConnectOne Bancorp, Inc. (Nasdaq: CNOB) (the “Company” or “ConnectOne”), parent company of ConnectOne Bank (the “Bank”), today reported net income available to common stockholders of $18.9 million for the fourth quarter of 2024 compared with $15.7 million for the third quarter of 2024 and $17.8 million for the fourth quarter of 2023. Diluted earnings per share were $0.49 for the fourth quarter of 2024 compared with $0.41 for the third quarter of 2024 and $0.46 for the fourth quarter of 2023. Full-year 2024 net income available to common stockholders was $67.8 million, compared to $81.0 million for the full-year 2023. Diluted earnings per share for the full-year 2024 were $1.76, compared with $2.07 for the full-year 2023. Return on average assets was 0.84%, 0.70% and 0.79% for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023, respectively. Return on average tangible common equity was 8.27%, 6.93% and 8.18% for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023, respectively.

Operating net income available to common stockholders, which excludes non-operating items, as set forth in the reconciliation of GAAP earnings to operating earnings included in the supplemental table attached hereto, was $20.2 million for the fourth quarter of 2024, $16.1 million for the third quarter of 2024 and $19.1 million for the fourth quarter of 2023. Operating diluted earnings per share were $0.52 for the fourth quarter of 2024, $0.42 for the third quarter of 2024 and $0.49 for the fourth quarter of 2023. Operating return on average assets was 0.90%, 0.72% and 0.84% for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023, respectively. Operating return on average tangible common equity was 8.77%, 7.03% and 8.67% for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023, respectively.

“I’m extremely pleased with ConnectOne’s fourth quarter 2024 financial results highlighted by a 20.5% quarter-over-quarter and an 6.2% year-over-year increase in quarterly net income available to common stockholders, significant margin expansion and growth in both loans and core deposits,” stated Frank Sorrentino, ConnectOne’s Chairman and Chief Executive Officer. “On a quarter-over-quarter basis, our loan portfolio grew by 2.0% while core deposits grew by 3.2%. The bank’s net interest margin improved by nearly 20 basis-points, benefiting from a more than 25 basis-point improvement in our cost of deposits. This improvement reflects an approximately 40% cycle-to-date beta on interest-bearing deposits and a 3.6% sequential quarterly increase in average noninterest-bearing demand deposits. Moreover, credit quality trends remain stable and, once again, tangible book value advanced despite higher longer-term interest rates.”

“As we move into 2025, we are experiencing strong operating momentum bolstered by improving industry fundamentals, favorable economic conditions, and a potentially more supportive regulatory environment. Importantly, the proposed merger with The First of Long Island Corporation is moving forward as planned. We’re well along in the merger process and anticipate the transaction to close in the second quarter of 2025.” Mr. Sorrentino added, “The strategic rationale behind this financially attractive transaction remains highly compelling, which will meaningfully enhance ConnectOne’s presence on Long Island and further our position as a premier New York Metro community bank. We are equally excited about the opportunity to serve The First of Long Island’s clients and to leverage the expertise of its team, creating a significantly enhanced platform for sustained growth at ConnectOne.”

Mr. Sorrentino concluded “Looking ahead, we remain focused and committed to our client-first culture and relationship banking model and are well-positioned to grow and strengthen our valuable franchise.”

Dividend Declarations

The Company announced that its Board of Directors declared a cash dividend on both its common stock and its outstanding preferred stock. A cash dividend on common stock of $0.18 per share will be paid on March 3, 2025, to common stockholders of record on February 18, 2025. A dividend of $0.328125 per depositary share, representing a 1/40^th interest in a share of the Company’s 5.25% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, will also be paid on March 3, 2025 to holders of record on February 18, 2025.

Operating Results

Fully taxable equivalent net interest income for the fourth quarter of 2024 was $64.7 million, an increase of $3.8 million, or 6.3%, from the third quarter of 2024, due to a 19 basis-point widening of the net interest margin to 2.86% from 2.67%. Average loans for the fourth quarter of 2024 remained essentially flat from the sequential third quarter, decreasing by $19.8 million, or 0.2%. The widening of the net interest margin was primarily due to a 27 basis-point decrease in the average costs of deposits, including noninterest-bearing deposits, partially offset by a 3 basis-point decline in the rate earned on interest-earning assets. The interest-earning asset rate for the fourth quarter of 2024 was strengthened by an increase in loan prepayment fees and recapture of nonaccrual loan interest. Excluding these aforementioned items, management estimates the net interest margin for the quarter would have been approximately 2.82%. The net interest margin, excluding any non-operating items, is expected to increase to more than 2.90% in the first quarter of 2025 as a result of further improvement in the cost of funds and the deployment of excess cash-on-hand.

Fully taxable equivalent net interest income for the fourth quarter of 2024 increased by $3.0 million, or 4.7%, from the fourth quarter of 2023. The increase from the fourth quarter of 2023 resulted primarily from a 15 basis-point widening in the net interest margin to 2.86% from 2.71%, partially offset by a $164.7 million, or 2.0%, decrease in average loans. The widening of the net interest margin for the fourth quarter of 2024 when compared to the fourth quarter of 2023 was primarily due to a 102 basis-point decrease in the average cost of borrowings, a 9 basis-point decrease in average cost of deposits, including noninterest-bearing deposits, and a 3 basis-point increase in the loan portfolio yield, partially offset by an increase in average cash balances during the fourth quarter of 2024.

Noninterest income was $3.7 million in the fourth quarter of 2024, $4.7 million in the third quarter of 2024 and $4.2 million in the fourth quarter of 2023. The $1.0 million decrease in noninterest income for the fourth quarter of 2024 when compared to the third quarter of 2024 was due to a $0.7 million decrease in net gains on equity securities, a $0.5 million decrease in BOLI income, primarily due to reduced death benefits, partially offset by a $0.2 million increase in net gains on sale of loans held-for-sale. The $0.5 million decrease in noninterest income for the fourth quarter of 2024 when compared to the fourth quarter of 2023 was due to a $0.9 million decrease in net gains on equity securities, partially offset a $0.3 million increase in other deposit, loan and other income and an increase in net gains on sale of loans held-for-sale of $0.1 million.

Noninterest expenses were $38.5 million for the fourth quarter of 2024, $38.6 million for the third quarter of 2024 and $37.8 million for the fourth quarter of 2023. The $0.1 million decrease in noninterest expenses for the fourth quarter of 2024 when compared to the third quarter of 2024 was primarily due to a $0.7 million decrease in salaries and employee benefits, a $0.2 million decrease in other expenses, a $0.1 million decrease in marketing and advertising expenses and a $0.1 million decrease in occupancy and equipment expense, partially offset by a $0.5 million charge related to a branch closing, a $0.3 million increase in professional and consulting expenses, a $0.1 million increase in merger expenses and a $0.1 million increase in information and technology communications.

The $0.7 million increase in noninterest expenses for the fourth quarter of 2024 when compared to the fourth quarter of 2023 was primarily due to a $0.9 million increase merger expenses, a $0.9 million increase in professional and consulting expenses, a $0.5 million increase in branch closing expenses, a $0.4 million increase in information technology and communications, a $0.2 million increase in salaries and employee benefits, a $0.1 million increase in marketing and advertising expenses and a $0.1 million increase in occupancy and equipment expenses, partially offset by decreases in FDIC insurance of $2.1 million and $0.3 million decrease in other expenses. The $0.9 million increase in merger expenses compared to the fourth quarter of 2023 was due to the planned merger with The First of Long Island Corporation. The $0.9 million increase in professional and consulting expenses was primarily due to increases in legal and audit accruals, as well as an increase in loan work-out expenses. The $0.5 million increase in branch closing expenses is due to the aforementioned branch closing. The $2.1 million decrease in FDIC insurance expense is due to the FDIC special assessment charge that was accrued during the fourth quarter of 2023.

Income tax expense was $6.1 million for the fourth quarter of 2024, $6.0 million for the third quarter of 2024 and $6.2 million for the fourth quarter of 2023. The effective tax rates for the fourth quarter of 2024, third quarter of 2024 and fourth quarter of 2023 were 23%, 26% and 24%, respectively. The effective tax rate for the fourth quarter reflects a year-end adjustment for the effective tax rate for the full-year 2024. Our projected tax rate for 2025 is in the range of 26%-27%.

Asset Quality

The provision for credit losses was $3.5 million for the fourth quarter of 2024, $3.8 million for the third quarter of 2024 and $2.7 million for the fourth quarter of 2023, reflecting loan growth, economic outlook and specific reserves. The provision for credit losses was $13.8 million for the full-year 2024 compared to $8.2 million for the full-year 2023. The increase in the full-year 2024 provision for credit losses when compared to the full-year 2023 was primarily due to increases in specific reserves, partially offset by a decrease in the level of general reserves.

Nonperforming assets, which includes nonaccrual loans and other real estate owned (the Bank had no other real estate owned during the periods reported), was $57.3 million as of December 31, 2024, $51.3 million as of September 30, 2024 and $52.5 million as of December 31, 2023. Nonperforming assets as a percentage of total assets was 0.58% as of December 31, 2024, 0.53% as of September 31, 2024 and 0.53% as of December 31, 2023. The ratio of nonaccrual loans to loans receivable was 0.69%, 0.63% and 0.63%, as of December 31, 2024, September 30, 2024 and December 31, 2023, respectively. The annualized net loan charge-offs ratio was 0.16% for the fourth quarter of 2024, 0.17% for the third quarter of 2024 and 0.43% for the fourth quarter of 2023. The allowance for credit losses represented 1.00%, 1.02%, and 0.98% of loans receivable as of December 31, 2024, September 31, 2024, and December 31, 2023, respectively. The allowance for credit losses as a percentage of nonaccrual loans was 144.3% as of December 31, 2024, 160.8% as of September 30, 2024 and 156.1% as of December 31, 2023. Criticized and classified loans as a percentage of loans receivable was 2.66% as of December 31, 2024, up from 2.23% as of September 30, 2024 and 1.35% as of December 31, 2023. Loans delinquent 30 to 89 days was 0.04% of loans receivable as of December 31, 2024, down from 0.16% as of September 30, 2024 and 0.30% as of December 31, 2023. The overall credit quality metrics of the Bank’s loan portfolio remain sound, with expected levels of charge-offs, nonaccruals, delinquencies, and classified loans expected to remain within historical ranges.

Selected Balance Sheet Items

The Company’s total assets were $9.880 billion as of December 31, 2024, compared to $9.856 billion as of December 31, 2023. Loans receivable were $8.275 billion as of December 31, 2024 and $8.345 billion as of December 31, 2023. Total deposits were $7.820 billion as of December 31, 2024 and $7.536 billion as of December 31, 2023.

The Company’s total stockholders’ equity was $1.242 billion as of December 31, 2024 and $1.217 billion as of December 31, 2023. The increase in total stockholders’ equity was primarily due to an increase in retained earnings of $40.5 million, partially offset by an increase in accumulated other comprehensive losses of approximately $12.7 million and an increase in treasury stock of approximately $5.8 million. As of December 31, 2024, the Company’s tangible common equity ratio and tangible book value per share were 9.49% and $23.92, respectively, compared to 9.25% and $23.14, respectively, as of December 31, 2023. Total goodwill and other intangible assets were $213.0 million as of December 31, 2024, and $214.2 million as of December 31, 2023.

Use of Non-GAAP Financial Measures

In addition to the results presented in accordance with Generally Accepted Accounting Principles (“GAAP”), ConnectOne routinely supplements its evaluation with an analysis of certain non-GAAP measures. ConnectOne believes these non-GAAP financial measures, in addition to the related GAAP measures, provide meaningful information to investors in understanding our operating performance and trends. These non-GAAP measures have inherent limitations and are not required to be uniformly applied and are not audited. They should not be considered in isolation or as a substitute for an analysis of results reported under GAAP. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies. Reconciliations of non-GAAP financial measures disclosed in this earnings release to the comparable GAAP measures are provided in the accompanying tables.

Fourth Quarter 2024 Results Conference Call

Management will also host a conference call and audio webcast at 10:00 a.m. ET on January 30, 2025 to review the Company’s financial performance and operating results. The conference call dial-in number is 1 (646) 307-1963, access code 1691400. Please dial in at least five minutes before the start of the call to register. An audio webcast of the conference call will be available to the public, on a listen-only basis, via the “Investor Relations” link on the Company’s website https://www.ConnectOneBank.com or at http://ir.connectonebank.com.

A replay of the conference call will be available beginning at approximately 1:00 p.m. ET on Thursday, January 30, 2025 and ending on Thursday, February 6, 2025 by dialing 1 (609) 800-9909, access code 1691400. An online archive of the webcast will be available following the completion of the conference call at https://www.ConnectOneBank.com or at http://ir.connectonebank.com.

About ConnectOne Bancorp, Inc.

ConnectOne Bancorp, Inc., is a modern financial services company that operates, through its subsidiary, ConnectOne Bank, and the Bank’s fintech subsidiary, BoeFly, Inc. ConnectOne Bank is a high-performing commercial bank offering a full suite of banking & lending products and services that focus on small to middle-market businesses. BoeFly, Inc. is a fintech marketplace that connects borrowers in the franchise space with funding solutions through a network of partner banks. ConnectOne Bancorp, Inc. is traded on the Nasdaq Global Market under the trading symbol “CNOB,” and information about ConnectOne may be found at https://www.connectonebank.com.

This news release contains certain forward-looking statements which are based on certain assumptions and describe future plans, strategies, and expectations of the Company. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to, those factors set forth in Item 1A – Risk Factors of the Company’s Annual Report on Form 10-K, as filed with the U.S. Securities and Exchange Commission, as supplemented by the Company’s subsequent filings with the U.S. Securities and Exchange Commission, and changes in interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Company’s market area, changes in accounting principles and guidelines and the impact of the health emergencies and natural disasters on the Company, its employees and operations, and its customers. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Investor Contact:
William S. Burns
Senior Executive Vice President & CFO
201.816.4474: bburns@cnob.com

Media Contact:
Shannan Weeks
MikeWorldWide
732.299.7890: sweeks@mww.com


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION
(in thousands)

	December 31,			December 31,
		2024			2023
	(unaudited)
ASSETS
Cash and due from banks	$	57,816		$	61,421
Interest-bearing deposits with banks		298,672			181,293
Cash and cash equivalents		356,488			242,714

Investment securities		612,847			617,162
Equity securities		20,092			18,564

Loans held-for-sale		743			–

Loans receivable		8,274,810			8,345,145
Less: Allowance for credit losses – loans		82,685			81,974
Net loans receivable		8,192,125			8,263,171

Investment in restricted stock, at cost		40,449			51,457
Bank premises and equipment, net		28,447			30,779
Accrued interest receivable		45,498			49,108
Bank owned life insurance		243,672			237,644
Right of use operating lease assets		14,489			12,007
Goodwill		208,372			208,372
Core deposit intangibles		4,639			5,874
Other assets		111,739			118,751
Total assets	$	9,879,600		$	9,855,603

LIABILITIES
Deposits:
Noninterest-bearing	$	1,422,044		$	1,259,364
Interest-bearing		6,398,070			6,276,838
Total deposits		7,820,114			7,536,202
Borrowings		688,064			933,579
Subordinated debentures, net		79,944			79,439
Operating lease liabilities		15,498			13,171
Other liabilities		34,276			76,592
Total liabilities		8,637,896			8,638,983

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY
Preferred stock		110,927			110,927
Common stock		586,946			586,946
Additional paid-in capital		36,347			33,182
Retained earnings		631,446			590,970
Treasury stock		(76,116	)		(70,296	)
Accumulated other comprehensive loss		(47,846	)		(35,109	)
Total stockholders’ equity		1,241,704			1,216,620
Total liabilities and stockholders’ equity	$	9,879,600		$	9,855,603


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except for per share data)

	Three Months Ended					Year Ended
	12/31/24			12/31/23		12/31/24		12/31/23
Interest income
Interest and fees on loans	$	118,346		$	120,636	$	477,859	$	453,992
Interest and dividends on investment securities:
Taxable		4,804			4,280		18,561		16,666
Tax-exempt		1,109			1,166		4,503		4,641
Dividends		959			912		4,349		3,662
Interest on federal funds sold and other short-term investments		2,815			1,963		12,617		11,104
Total interest income		128,033			128,957		517,889		490,065
Interest expense
Deposits		58,568			59,332		244,846		206,176
Borrowings		4,754			7,803		25,706		28,783
Total interest expense		63,322			67,135		270,552		234,959

Net interest income		64,711			61,822		247,337		255,106
Provision for credit losses		3,500			2,700		13,800		8,200
Net interest income after provision for credit losses		61,211			59,122		233,537		246,906

Noninterest income
Deposit, loan and other income		1,798			1,545		6,861		6,098
Income on bank owned life insurance		1,656			1,635		7,142		6,316
Net gains on sale of loans held-for-sale		597			472		2,723		1,704
Net losses (gains) on equity securities		(307	)		557		2		(117	)
Total noninterest income		3,744			4,209		16,728		14,001

Noninterest expenses
Salaries and employee benefits		22,244			22,010		90,053		88,223
Occupancy and equipment		2,818			2,708		11,615		10,884
FDIC insurance		1,800			3,900		7,200		8,365
Professional and consulting		2,449			1,587		8,447		7,547
Marketing and advertising		495			323		2,420		1,965
Information technology and communications		4,523			4,148		17,574		14,340
Merger expenses		863			–		1,605		–
Branch closing expenses		477			–		477		–
Amortization of core deposit intangibles		296			348		1,235		1,438
Other expenses		2,533			2,821		11,172		11,187
Total noninterest expenses		38,498			37,845		151,798		143,949

Income before income tax expense		26,457			25,486		98,467		116,958
Income tax expense		6,086			6,213		24,674		29,955
Net income		20,371			19,273		73,793		87,003
Preferred dividends		1,509			1,509		6,036		6,036
Net income available to common stockholders	$	18,862		$	17,764	$	67,757	$	80,967

Earnings per common share:
Basic	$	0.49		$	0.46	$	1.77	$	2.08
Diluted		0.49			0.46		1.76		2.07


ConnectOne’s management believes that the supplemental financial information, including non-GAAP measures provided below, is useful to investors. The non-GAAP measures should not be viewed as a substitute for financial results determined in accordance with GAAP, and are not necessarily comparable to non-GAAP financial measures presented by other companies.

CONNECTONE BANCORP, INC.
SUPPLEMENTAL GAAP AND NON-GAAP FINANCIAL MEASURES

	As of
	Dec. 31,				Sept. 30,				Jun. 30,				Mar. 31,				Dec. 31,
		2024				2024				2024				2024				2023
Selected Financial Data	(dollars in thousands)
Total assets	$	9,879,600			$	9,639,603			$	9,723,731			$	9,853,964			$	9,855,603
Loans receivable:
Commercial	$	1,522,308			$	1,505,743			$	1,491,079			$	1,561,063			$	1,564,768
Commercial real estate		3,384,319				3,261,160				3,274,941				3,333,488				3,342,603
Multifamily		2,506,782				2,482,258				2,499,581				2,507,893				2,566,904
Commercial construction		616,246				616,087				639,168				646,593				620,496
Residential		249,691				250,249				256,786				254,214				256,041
Consumer		1,136				835				945				850				1,029
Gross loans		8,280,482				8,116,332				8,162,500				8,304,101				8,351,841
Net deferred loan fees		(5,672	)			(4,356	)			(4,597	)			(6,144	)			(6,696	)
Loans receivable		8,274,810				8,111,976				8,157,903				8,297,957				8,345,145
Loans held-for-sale		743				–				435				–				–
Total loans	$	8,275,553			$	8,111,976			$	8,158,338			$	8,297,957			$	8,345,145

Investment and equity securities	$	632,939			$	667,112			$	640,322			$	638,854			$	635,726
Goodwill and other intangible assets		213,011				213,307				213,604				213,925				214,246
Deposits:
Noninterest-bearing demand	$	1,422,044			$	1,262,568			$	1,268,882			$	1,290,523			$	1,259,364
Time deposits		2,557,200				2,614,187				2,593,165				2,623,391				2,531,371
Other interest-bearing deposits		3,840,870				3,647,350				3,713,967				3,674,740				3,745,467
Total deposits	$	7,820,114			$	7,524,105			$	7,576,014			$	7,588,654			$	7,536,202

Borrowings	$	688,064			$	742,133			$	756,144			$	877,568			$	933,579
Subordinated debentures (net of debt issuance costs)		79,944				79,818				79,692				79,566				79,439
Total stockholders’ equity		1,241,704				1,239,496				1,224,227				1,216,609				1,216,620

Quarterly Average Balances
Total assets	$	9,653,446			$	9,742,853			$	9,745,853			$	9,860,753			$	9,690,746
Loans receivable:
Commercial	$	1,487,850			$	1,485,777			$	1,517,446			$	1,552,360			$	1,510,634
Commercial real estate (including multifamily)		5,733,188				5,752,467				5,789,498				5,890,853				5,874,854
Commercial construction		631,022				628,740				652,227				637,993				630,468
Residential		250,589				252,975				254,284				252,965				253,200
Consumer		5,204				7,887				5,155				5,091				6,006
Gross loans		8,107,853				8,127,846				8,218,610				8,339,262				8,275,162
Net deferred loan fees		(4,727	)			(4,513	)			(5,954	)			(6,533	)			(6,894	)
Loans receivable		8,103,126				8,123,333				8,212,656				8,332,729				8,268,268
Loans held-for-sale		498				83				169				99				31
Total loans	$	8,103,624			$	8,123,416			$	8,212,825			$	8,332,828			$	8,268,299

Investment and equity securities	$	653,988			$	650,897			$	637,551			$	633,270			$	602,287
Goodwill and other intangible assets		213,205				213,502				213,813				214,133				214,472
Deposits:
Noninterest-bearing demand	$	1,304,699			$	1,259,912			$	1,256,251			$	1,254,201			$	1,248,132
Time deposits		2,478,163				2,625,329				2,587,706				2,567,767				2,495,091
Other interest-bearing deposits		3,838,575				3,747,427				3,721,167				3,696,374				3,747,093
Total deposits	$	7,621,437			$	7,632,668			$	7,565,124			$	7,518,342			$	7,490,316

Borrowings	$	648,300			$	717,586			$	787,256			$	947,003			$	823,123
Subordinated debentures (net of debt issuance costs)		79,862				79,735				79,609				79,483				79,356
Total stockholders’ equity		1,241,738				1,234,724				1,220,621				1,220,818				1,198,389

	Three Months Ended
	Dec. 31,				Sept. 30,				Jun. 30,				Mar. 31,				Dec. 31,
		2024				2024				2024				2024				2023
	(dollars in thousands, except for per share data)
Net interest income	$	64,711			$	60,887			$	61,439			$	60,300			$	61,822
Provision for credit losses		3,500				3,800				2,500				4,000				2,700
Net interest income after provision for credit losses		61,211				57,087				58,939				56,300				59,122
Noninterest income
Deposit, loan and other income		1,798				1,817				1,654				1,592				1,545
Income on bank owned life insurance		1,656				2,145				1,677				1,664				1,635
Net gains on sale of loans held-for-sale		597				343				1,277				506				472
Net (losses) gains on equity securities		(307	)			432				(209	)			86				557
Total noninterest income		3,744				4,737				4,399				3,848				4,209
Noninterest expenses
Salaries and employee benefits		22,244				22,957				22,721				22,131				22,010
Occupancy and equipment		2,818				2,889				2,899				3,009				2,708
FDIC insurance		1,800				1,800				1,800				1,800				3,900
Professional and consulting		2,449				2,147				1,923				1,928				1,587
Marketing and advertising		495				635				613				677				323
Information technology and communications		4,523				4,464				4,198				4,389				4,148
Merger expenses		863				742				–				–				–
Branch closing expenses		477				–				–				–				–
Amortization of core deposit intangible		296				297				321				321				348
Other expenses		2,533				2,710				3,119				2,810				2,821
Total noninterest expenses		38,498				38,641				37,594				37,065				37,845

Income before income tax expense		26,457				23,183				25,744				23,083				25,486
Income tax expense		6,086				6,022				6,688				5,878				6,213
Net income		20,371				17,161				19,056				17,205				19,273
Preferred dividends		1,509				1,509				1,509				1,509				1,509
Net income available to common stockholders	$	18,862			$	15,652			$	17,547			$	15,696			$	17,764

Weighted average diluted common shares outstanding		38,519,581				38,525,484				38,448,594				38,511,747				38,651,391
Diluted EPS	$	0.49			$	0.41			$	0.46			$	0.41			$	0.46

Reconciliation of GAAP Net Income to Operating Net Income:
Net income	$	20,371			$	17,161			$	19,056			$	17,205			$	19,273
FDIC special assessment		–				–				–				–				2,100
Merger expenses		863				742				–				–				–
Branch closing expenses		477				–				–				–				–
Amortization of core deposit intangibles		296				297				321				321				348
Net losses (gains) on equity securities		307				(432	)			209				(86	)			(557	)
Tax impact of adjustments		(585	)			(171	)			(149	)			(66	)			(569	)
Operating net income	$	21,729			$	17,597			$	19,437			$	17,374			$	20,595
Preferred dividends		1,509				1,509				1,509				1,509				1,509
Operating net income available to common stockholders	$	20,220			$	16,088			$	17,928			$	15,865			$	19,086

Operating diluted EPS (non-GAAP) ⁽¹⁾	$	0.52			$	0.42			$	0.47			$	0.41			$	0.49

Return on Assets Measures
Average assets	$	9,653,446			$	9,742,853			$	9,745,853			$	9,860,753			$	9,690,746
Return on avg. assets		0.84		%		0.70		%		0.79		%		0.70		%		0.79		%
Operating return on avg. assets (non-GAAP) ⁽²⁾		0.90				0.72				0.80				0.71				0.84

⁽¹⁾ Operating net income available to common stockholders divided by weighted average diluted shares outstanding.
⁽²⁾ Operating net income divided by average assets.

	Three Months Ended
	Dec. 31,				Sept. 30,				Jun. 30,				Mar. 31,				Dec. 31,
		2024				2024				2024				2024				2023
Return on Equity Measures	(dollars in thousands)
Average stockholders’ equity	$	1,241,738			$	1,234,724			$	1,220,621			$	1,220,818			$	1,198,389
Less: average preferred stock		(110,927	)			(110,927	)			(110,927	)			(110,927	)			(110,927	)
Average common equity	$	1,130,811			$	1,123,797			$	1,109,694			$	1,109,891			$	1,087,462
Less: average intangible assets		(213,205	)			(213,502	)			(213,813	)			(214,133	)			(214,472	)
Average tangible common equity	$	917,606			$	910,295			$	895,881			$	895,758			$	872,990
Return on avg. common equity (GAAP)		6.64		%		5.54		%		6.36		%		5.69		%		6.48		%
Operating return on avg. common equity (non-GAAP) ⁽³⁾		7.11				5.70				6.50				5.75				6.96
Return on avg. tangible common equity (non-GAAP) ⁽⁴⁾		8.27				6.93				7.98				7.15				8.18
Operating return on avg. tangible common equity (non-GAAP) ⁽⁵⁾		8.77				7.03				8.05				7.12				8.67

Efficiency Measures
Total noninterest expenses	$	38,498			$	38,641			$	37,594			$	37,065			$	37,845
FDIC special assessment		–				–				–				–				(2,100	)
Merger expenses		(863	)			(742	)			–				–				–
Branch closing expenses		(477	)			–				–				–				–
Amortization of core deposit intangibles		(296	)			(297	)			(321	)			(321	)			(348	)
Operating noninterest expense	$	36,862			$	37,602			$	37,273			$	36,744			$	35,397

Net interest income (tax equivalent basis)	$	65,593			$	61,710			$	62,255			$	61,111			$	62,627
Noninterest income		3,744				4,737				4,399				3,848				4,209
Net losses (gains) on equity securities		307				(432	)			209				(86	)			(557	)
Operating revenue	$	69,644			$	66,015			$	66,863			$	64,873			$	66,279

Operating efficiency ratio (non-GAAP) ⁽⁶⁾		52.9		%		57.0		%		55.7		%		56.6		%		53.4		%

Net Interest Margin
Average interest-earning assets	$	9,117,201			$	9,206,038			$	9,210,050			$	9,323,291			$	9,172,165
Net interest income (tax equivalent basis)		65,593				61,710				62,255				61,111				62,627
Net interest margin (GAAP)		2.86		%		2.67		%		2.72		%		2.64		%		2.71		%

⁽³⁾ Operating net income available to common stockholders divided by average common equity.
⁽⁴⁾ Net income available to common stockholders, excluding amortization of intangible assets, divided by average tangible common equity.
⁽⁵⁾ Operating net income available to common stockholders, divided by average tangible common equity.
⁽⁶⁾ Operating noninterest expense divided by operating revenue.

	As of
	Dec. 31,				Sept. 30,				Jun. 30,				Mar. 31,				Dec. 31,
		2024				2024				2024				2024				2023
Capital Ratios and Book Value per Share	(dollars in thousands, except for per share data)
Stockholders equity	$	1,241,704			$	1,239,496			$	1,224,227			$	1,216,609			$	1,216,620
Less: preferred stock		(110,927	)			(110,927	)			(110,927	)			(110,927	)			(110,927	)
Common equity	$	1,130,777			$	1,128,569			$	1,113,300			$	1,105,682			$	1,105,693
Less: intangible assets		(213,011	)			(213,307	)			(213,604	)			(213,925	)			(214,246	)
Tangible common equity	$	917,766			$	915,262			$	899,696			$	891,757			$	891,447

Total assets	$	9,879,600			$	9,639,603			$	9,723,731			$	9,853,964			$	9,855,603
Less: intangible assets		(213,011	)			(213,307	)			(213,604	)			(213,925	)			(214,246	)
Tangible assets	$	9,666,589			$	9,426,296			$	9,510,127			$	9,640,039			$	9,641,357

Common shares outstanding		38,370,317				38,368,217				38,365,069				38,333,053				38,519,770

Common equity ratio (GAAP)		11.45		%		11.71		%		11.45		%		11.22		%		11.22		%
Tangible common equity ratio (non-GAAP) ⁽⁷⁾		9.49				9.71				9.46				9.25				9.25

Regulatory capital ratios (Bancorp):
Leverage ratio		11.33		%		11.10		%		10.97		%		10.73		%		10.86		%
Common equity Tier 1 risk-based ratio		10.97				11.07				10.90				10.70				10.62
Risk-based Tier 1 capital ratio		12.29				12.42				12.25				12.03				11.95
Risk-based total capital ratio		14.11				14.29				14.10				13.88				13.77

Regulatory capital ratios (Bank):
Leverage ratio		11.66		%		11.43		%		11.29		%		11.10		%		11.20		%
Common equity Tier 1 risk-based ratio		12.63				12.79				12.60				12.43				12.31
Risk-based Tier 1 capital ratio		12.63				12.79				12.60				12.43				12.31
Risk-based total capital ratio		13.60				13.77				13.58				13.41				13.28

Book value per share (GAAP)	$	29.47			$	29.41			$	29.02			$	28.84			$	28.70
Tangible book value per share (non-GAAP) ⁽⁸⁾		23.92				23.85				23.45				23.26				23.14

Net Loan Charge-offs (Recoveries):
Net loan charge-offs (recoveries):
Charge-offs	$	3,363			$	3,559			$	3,595			$	3,185			$	8,960
Recoveries		(29	)			(53	)			(324	)			(23	)			–
Net loan charge-offs	$	3,334			$	3,506			$	3,271			$	3,162			$	8,960
Net loan charge-offs as a % of average loans receivable (annualized)		0.16		%		0.17		%		0.16		%		0.15		%		0.43		%

Asset Quality
Nonaccrual loans	$	57,310			$	51,300			$	46,026			$	47,438			$	52,524
Other real estate owned		–				–				–				–				–
Nonperforming assets	$	57,310			$	51,300			$	46,026			$	47,438			$	52,524

Allowance for credit losses – loans (“ACL”)	$	82,685			$	82,494			$	82,077			$	82,869			$	81,974
Loans receivable		8,274,810				8,111,976				8,157,903				8,297,957				8,345,145

Nonaccrual loans as a % of loans receivable		0.69		%		0.63		%		0.56		%		0.57		%		0.63		%
Nonperforming assets as a % of total assets		0.58				0.53				0.47				0.48				0.53
ACL as a % of loans receivable		1.00				1.02				1.01				1.00				0.98
ACL as a % of nonaccrual loans		144.3				160.8				178.3				174.7				156.1

⁽⁷⁾ Tangible common equity divided by tangible assets
⁽⁸⁾ Tangible common equity divided by common shares outstanding at period-end


CONNECTONE BANCORP, INC.
NET INTEREST MARGIN ANALYSIS
(dollars in thousands)

	For the Quarter Ended
	December 31, 2024								September 30, 2024									December 31, 2023
	Average									Average									Average
Interest-earning assets:	Balance			Interest			Rate ⁽⁷⁾			Balance			Interest			Rate ⁽⁷⁾			Balance			Interest			Rate ⁽⁷⁾
Investment securities ^{(1) (2)}	$	736,131		$	6,207		3.35	%		$	736,946		$	6,157		3.32	%		$	723,433		$	5,757		3.16	%
Loans receivable and loans held-for-sale ^{(2) (3) (4)}		8,103,624			118,934		5.84				8,123,416			119,805		5.87				8,268,299			121,130		5.81
Federal funds sold and interest-
bearing deposits with banks		238,957			2,815		4.69				304,009			4,056		5.31				134,168			1,963		5.80
Restricted investment in bank stock		38,489			959		9.91				41,667			1,048		10.01				46,265			912		7.82
Total interest-earning assets		9,117,201			128,915		5.63				9,206,038			131,066		5.66				9,172,165			129,762		5.61
Allowance for credit losses		(83,938	)								(83,355	)								(88,861	)
Noninterest-earning assets		620,183									620,170									607,442
Total assets	$	9,653,446								$	9,742,853								$	9,690,746

Interest-bearing liabilities:
Time deposits	$	2,478,163			27,374		4.39			$	2,625,329			30,245		4.58			$	2,495,091			26,486		4.21
Other interest-bearing deposits		3,838,575			31,194		3.23				3,747,427			33,540		3.56				3,747,093			32,846		3.48
Total interest-bearing deposits		6,316,738			58,568		3.69				6,372,756			63,785		3.98				6,242,184			59,332		3.77

Borrowings		648,300			3,430		2.10				717,586			4,239		2.35				823,123			6,467		3.12
Subordinated debentures, net		79,862			1,305		6.50				79,735			1,312		6.55				79,356			1,313		6.56
Finance lease		1,280			19		5.91				1,349			20		5.90				1,546			23		5.90
Total interest-bearing liabilities		7,046,180			63,322		3.58				7,171,426			69,356		3.85				7,146,209			67,135		3.73

Noninterest-bearing demand deposits		1,304,699									1,259,912									1,248,132
Other liabilities		60,829									76,791									98,016
Total noninterest-bearing liabilities		1,365,528									1,336,703									1,346,148
Stockholders’ equity		1,241,738									1,234,724									1,198,389
Total liabilities and stockholders’ equity	$	9,653,446								$	9,742,853								$	9,690,746

Net interest income (tax equivalent basis)					65,593									61,710									62,627
Net interest spread ⁽⁵⁾							2.05	%								1.82	%								1.89	%

Net interest margin ⁽⁶⁾							2.86	%								2.67	%								2.71	%

Tax equivalent adjustment					(882	)								(823	)								(805	)
Net interest income				$	64,711								$	60,887								$	61,822

⁽¹⁾ Average balances are calculated on amortized cost.
⁽²⁾ Interest income is presented on a tax equivalent basis using 21% federal tax rate.
⁽³⁾ Includes loan fee income.
⁽⁴⁾ Loans include nonaccrual loans.
⁽⁵⁾ Represents difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities and is presented on a tax equivalent basis.
⁽⁶⁾ Represents net interest income on a tax equivalent basis divided by average total interest-earning assets.
⁽⁷⁾ Rates are annualized.

MIL-OSI: Allegro MicroSystems Reports Third Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

MANCHESTER, N.H., Jan. 30, 2025 (GLOBE NEWSWIRE) — Allegro MicroSystems, Inc. (“Allegro” or the “Company”) (Nasdaq: ALGM), a global leader in power and sensing semiconductor solutions for motion control and energy efficient systems, today announced financial results for its third quarter ended December 27, 2024.

“We delivered on our commitments with third quarter sales of $178 million and non-GAAP EPS of $0.07, both above the midpoint of our guidance,” said Vineet Nargolwala, President and CEO of Allegro. “During the quarter, we introduced a record number of new magnetic sensing and power products to the market, further expanding our differentiated portfolios. This increasing velocity further solidifies our market leadership and positions us well for above market growth.”

Third Quarter Financial Highlights:

In thousands, except per share data	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Net Sales
Automotive	$	130,066		$	141,893		$	194,764		$	403,143		$	577,515
Industrial and other		47,806			45,498			60,220			129,039			231,271
Total net sales	$	177,872		$	187,391		$	254,984		$	532,182		$	808,786
GAAP Financial Measures
Gross margin %		45.7	%		45.7	%		52.5	%		45.4	%		55.8	%
Operating margin %		—	%		2.2	%		14.4	%		(1.2	)%		22.3	%
Diluted EPS	$	(0.04	)	$	(0.18	)	$	0.17		$	(0.31	)	$	0.82
Non-GAAP Financial Measures
Gross margin %		49.1	%		48.8	%		54.6	%		48.9	%		57.0	%
Operating margin %		10.8	%		11.7	%		27.2	%		9.6	%		29.8	%
Diluted EPS	$	0.07		$	0.08		$	0.32		$	0.18		$	1.11

Business Outlook

For the fourth quarter of fiscal year 2025 ending March 28, 2025, the Company expects total net sales to be in the range of $180 million to $190 million.

The Company also estimates the following results on a non-GAAP basis:

Gross Margin is expected to be between 46% and 48%, which contemplates the impact of annual pricing agreements ahead of cost reductions, as well as higher capacity charges resulting from adjusted production levels in the quarter,
Operating expenses are expected to increase by approximately 5% sequentially to $72 million, primarily due to annual payroll tax resets,
As a result of the expected repricing of the term loan and anticipated $30 million Q4 debt repayment, the Company now expects Interest Expense to be approximately $6 million, and
Diluted Earnings per Share are expected to be between $0.03 and $0.07.

Allegro has not provided a reconciliation of its fourth fiscal quarter outlook for non-GAAP Gross Margin, non-GAAP Operating Expenses, non-GAAP Interest Expense, and non-GAAP Diluted Earnings per Share because estimates of all of the reconciling items cannot be provided without unreasonable efforts. It is difficult to reasonably provide a forward-looking estimate between such forward-looking non-GAAP measures and the comparable forward-looking U.S. generally accepted accounting principles (“GAAP”) measures. Certain factors that are materially significant to Allegro’s ability to estimate these items are out of its control and/or cannot be reasonably predicted.

Earnings Webcast

A webcast will be held on Thursday, January 30, 2025 at 8:30 a.m., Eastern Time. Vineet Nargolwala, President and Chief Executive Officer, and Derek P. D’Antilio, Executive Vice President and Chief Financial Officer, will discuss Allegro’s business and financial results.

The webcast will be available on the Investor Relations section of the Company’s website at investors.allegromicro.com. A recording of the webcast will be posted in the same location shortly after the call concludes and will be available for at least 90 days.

About Allegro MicroSystems

Allegro MicroSystems is a leading global designer, developer, fabless manufacturer and marketer of sensor integrated circuits (“ICs”) and application-specific analog power ICs enabling emerging technologies in the automotive and industrial markets. Allegro’s diverse product portfolio provides efficient and reliable solutions for the electrification of vehicles, automotive ADAS safety features, automation for Industry 4.0 and power saving technologies for data centers and clean energy applications.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, contained in this press release including statements regarding our future results of operations and financial position, business strategy, prospective products and the plans and objectives of management for future operations, including, among others, statements regarding the liquidity, growth and profitability strategies and factors affecting our business are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Without limiting the foregoing, in some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,” “exploring,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “would,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “seek,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. No forward-looking statement is a guarantee of future results, performance or achievements, and one should avoid placing undue reliance on such statements.

Forward-looking statements are based on our management’s current expectations, beliefs and assumptions and on information currently available to us. Such beliefs and assumptions may or may not prove to be correct. Additionally, such forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended March 29, 2024, as any such factors may be updated from time to time in our Quarterly Reports on Form 10-Q and our other filings with the Securities and Exchange Commission (the “SEC”). These risks and uncertainties include, but are not limited to: downturns or volatility in general economic conditions; our ability to compete effectively, expand our market share and increase our net sales and profitability; our reliance on a limited number of third-party semiconductor wafer fabrication facilities and suppliers of other materials; any failure to adjust purchase commitments and inventory management based on changing market conditions or customer demand; shifts in our product mix, customer mix or channel mix, which could negatively impact our gross margin; the cyclical nature of the semiconductor industry, including the analog segment in which we compete; any downturn or disruption in the automotive market or industry; our ability to successfully integrate the acquisition of other companies or technologies and products into our business; our ability to compensate for decreases in average selling prices of our products and increases in input costs; our ability to manage any sustained yield problems or other delays at our third-party wafer fabrication facilities or in the final assembly and test of our products; our ability to accurately predict our quarterly net sales and operating results and meet the expectations of investors; our dependence on manufacturing operations in the Philippines; our reliance on distributors to generate sales; events beyond our control impacting us, our key suppliers or our manufacturing partners; our ability to develop new product features or new products in a timely and cost-effective manner; our ability to manage growth; any slowdown in the growth of our end markets; the loss of one or more significant customers; our ability to meet customers’ quality requirements; uncertainties related to the design win process and our ability to recover design and development expenses and to generate timely or sufficient net sales or margins; changes in government trade policies, including the imposition of export restrictions and tariffs; our exposures to warranty claims, product liability claims and product recalls; our dependence on international customers and operations; the availability of rebates, tax credits and other financial incentives on end-user demands for certain products; risks, liabilities, costs and obligations related to governmental regulations and other legal obligations, including export/trade control, privacy, data protection, information security, cybersecurity, consumer protection, environmental and occupational health and safety, antitrust, anti-corruption and anti-bribery, product safety, environmental protection, employment matters and tax; the volatility of currency exchange rates; our ability to raise capital to support our growth strategy; our indebtedness may limit our flexibility to operate our business; our ability to effectively manage our growth and to retain key and highly skilled personnel; our ability to protect our proprietary technology and inventions through patents or trade secrets; our ability to commercialize our products without infringing third-party intellectual property rights; disruptions or breaches of our information technology systems or confidential information or those of our third-party service providers; our principal stockholder continues to have influence over us; anti-takeover provisions in our organizational documents and under the General Corporation Law of the State of Delaware; any failure to design, implement or maintain effective internal control over financial reporting; changes in tax rates or the adoption of new tax legislation; the negative impacts of sustained inflation on our business; the physical, transition and litigation risks presented by climate change; and other events beyond our control. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.

You should read this press release and the documents that we reference completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. All forward-looking statements speak only as of the date of this press release, and except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements, whether as a result of any new information, future events, changed circumstances or otherwise.

This press release includes certain non-GAAP financial measures as defined by the SEC rules. These non-GAAP financial measures are provided in addition to, and not as a substitute for or superior to measures of, financial performance prepared in accordance with GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their most directly comparable GAAP equivalents. For example, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of the presented non-GAAP financial measures as tools for comparison.

This press release may not be reproduced, forwarded to any person or published, in whole or in part.

ALLEGRO MICROSYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share amounts) (Unaudited)

	Three-Month Period Ended						Nine-Month Period Ended
	December 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
Net sales	$	177,872		$	254,984		$	532,182		$	808,786
Cost of goods sold		96,657			121,156			290,534			357,505
Gross profit		81,215			133,828			241,648			451,281
Operating expenses:
Research and development		43,317			44,396			132,031			130,799
Selling, general and administrative		37,939			52,746			116,221			140,135
Total operating expenses		81,256			97,142			248,252			270,934
Operating (loss) income		(41	)		36,686			(6,604	)		180,347
Interest and other (expense) income		(7,561	)		(315	)		(25,902	)		(2,801	)
Loss on change in fair value of forward repurchase contract		—			—			(34,752	)		—
(Loss) income before income taxes		(7,602	)		36,371			(67,258	)		177,546
Income tax (benefit) provision		(803	)		2,969			(9,233	)		17,584
Net (loss) income		(6,799	)		33,402			(58,025	)		159,962
Net income attributable to non-controlling interests		61			57			185			150
Net (loss) income attributable to Allegro MicroSystems, Inc.	$	(6,860	)	$	33,345		$	(58,210	)	$	159,812
Net (loss) income per common share attributable to Allegro MicroSystems, Inc.:
Basic	$	(0.04	)	$	0.17		$	(0.31	)	$	0.83
Diluted	$	(0.04	)	$	0.17		$	(0.31	)	$	0.82
Weighted average shares outstanding:
Basic		184,011,189			192,724,541			188,886,583			192,384,315
Diluted		184,011,189			194,570,380			188,886,583			194,925,040

Supplemental Schedule of Total Net Sales

The following table summarizes total net sales by market within the Company’s unaudited condensed consolidated statements of operations:

	Three-Month Period Ended				Change						Nine-Month Period Ended				Change
	December 27, 2024		December 29, 2023		Amount			%			December 27, 2024		December 29, 2023		Amount			%
	(Dollars in thousands)										(Dollars in thousands)
Automotive	$	130,066	$	194,764	$	(64,698	)		(33	)%	$	403,143	$	577,515	$	(174,372	)		(30	)%
Industrial and other		47,806		60,220		(12,414	)		(21	)%		129,039		231,271		(102,232	)		(44	)%
Total net sales	$	177,872	$	254,984	$	(77,112	)		(30	)%	$	532,182	$	808,786	$	(276,604	)		(34	)%

ALLEGRO MICROSYSTEMS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)

	December 27,			March 29,
	2024 (Unaudited)			2024
Assets
Current assets:
Cash and cash equivalents	$	138,452		$	212,143
Restricted cash		10,510			10,018
Trade accounts receivable, net		83,805			118,508
Inventories		193,140			162,302
Prepaid income taxes		36,037			31,908
Prepaid expenses and other current assets		33,683			33,584
Current portion of related party notes receivable		—			3,750
Total current assets		495,627			572,213
Property, plant and equipment, net		320,975			321,175
Deferred income tax assets		65,398			54,496
Goodwill		202,101			202,425
Intangible assets, net		261,553			276,854
Related party notes receivable, less current portion		—			4,688
Equity investment in related party		30,914			26,727
Other assets		65,172			72,025
Total assets	$	1,441,740		$	1,530,603
Liabilities, Non-Controlling Interests and Stockholders’ Equity
Current liabilities:
Trade accounts payable	$	39,685		$	35,964
Amounts due to related party		2,102			1,626
Accrued expenses and other current liabilities		57,751			76,389
Current portion of long-term debt		1,374			3,929
Total current liabilities		100,912			117,908
Long-term debt		374,729			249,611
Other long-term liabilities		31,673			31,368
Total liabilities		507,314			398,887
Commitments and contingencies
Stockholders’ Equity:
Preferred stock		—			—
Common stock		1,840			1,932
Additional paid-in capital		1,004,080			694,332
(Accumulated deficit) retained earnings		(38,791	)		463,012
Accumulated other comprehensive loss		(34,084	)		(28,841	)
Equity attributable to Allegro MicroSystems, Inc.		933,045			1,130,435
Non-controlling interests		1,381			1,281
Total stockholders’ equity		934,426			1,131,716
Total liabilities, non-controlling interests and stockholders’ equity	$	1,441,740		$	1,530,603

ALLEGRO MICROSYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited)

	Three-Month Period Ended						Nine-Month Period Ended
	December 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
Cash flows from operating activities:
Net (loss) income	$	(6,799	)	$	33,402		$	(58,025	)	$	159,962
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		16,123			20,195			48,578			49,548
Amortization of deferred financing costs		694			185			1,781			292
Deferred income taxes		(3,751	)		(10,119	)		(11,546	)		(28,253	)
Stock-based compensation		10,588			10,920			32,251			32,839
Loss on change in fair value of forward repurchase contract		—			—			34,752			—
Provisions for inventory and expected credit losses		3,031			429			7,519			9,851
Change in fair value of marketable securities		—			—			—			3,579
Other non-cash reconciling items		68			(25	)		6,645			18
Changes in operating assets and liabilities:
Trade accounts receivable		(7,061	)		5,081			34,356			(2,564	)
Inventories		(19,243	)		11,312			(38,074	)		(19,909	)
Prepaid expenses and other assets		14,407			7,368			(1,401	)		(13,085	)
Trade accounts payable		(8,203	)		(12,299	)		5,467			(9,604	)
Due to and from related parties		(3,568	)		705			564			6,817
Accrued expenses and other current and long-term liabilities		(4,469	)		9,404			(21,307	)		(20,540	)
Net cash (used in) provided by operating activities		(8,183	)		76,558			41,560			168,951
Cash flows from investing activities:
Purchases of property, plant and equipment		(13,615	)		(34,399	)		(34,564	)		(110,500	)
Acquisition of business, net of cash acquired		319			(408,119	)		319			(408,119	)
Sales of marketable securities		—			—			—			16,175
Net cash used in investing activities		(13,296	)		(442,518	)		(34,245	)		(502,444	)
Cash flows from financing activities:
Net proceeds from Refinanced 2023 Term Loan Facility		—			—			193,483			—
Repayment of 2023 Term Loan Facility		(25,000	)		—			(75,000	)		—
Borrowings of senior secured debt, net of deferred financing costs		—			245,452			—			245,452
Repayment of 2020 Term Loan Facility		—			(25,000	)		—			(25,000	)
Repayments of other debt		—			(743	)		—			(743	)
Finance lease payments		(318	)		—			(703	)		—
Receipts on related party notes receivable		—			938			1,875			2,813
Payments for taxes related to net share settlement of equity awards		(483	)		(10,732	)		(12,780	)		(24,823	)
Proceeds from issuance of common stock under employee stock purchase plan		—			—			1,987			1,899
Repurchases of common stock		(116	)		—			(853,921	)		—
Net proceeds from issuance of common stock		—			—			665,850			—
Payment of debt issuance costs		—			—			—			(1,450	)
Net cash (used in) provided by financing activities		(25,917	)		209,915			(79,209	)		198,148
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(2,680	)		1,349			(1,305	)		375
Net (decrease) increase in cash and cash equivalents and restricted cash		(50,076	)		(154,696	)		(73,199	)		(134,970	)
Cash and cash equivalents and restricted cash at beginning of period		199,038			378,431			222,161			358,705
Cash and cash equivalents and restricted cash at end of period:	$	148,962		$	223,735		$	148,962		$	223,735

Non-GAAP Financial Measures

In addition to the measures presented in our condensed consolidated financial statements, we regularly review other measures, defined as non-GAAP financial measures by the SEC, to evaluate our business, measure our performance, identify trends, prepare financial forecasts and make strategic decisions. The key measures we consider are non-GAAP Gross Profit, non-GAAP Gross Margin, non-GAAP Operating Expenses, non-GAAP Operating Income, non-GAAP Operating Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP Profit before Tax, non-GAAP Income Tax Provision, non-GAAP Effective Tax Rate, non-GAAP Net Income Attributable to Allegro MicroSystems, Inc, non-GAAP Basic and Diluted Earnings per Share, non-GAAP Free Cash Flow, and non-GAAP Free Cash Flow as percentage of net sales (collectively, the “Non-GAAP Financial Measures”). These Non-GAAP Financial Measures provide supplemental information regarding our operating performance on a non-GAAP basis that excludes certain gains, losses and charges of a non-cash nature or that occur relatively infrequently and/or that management considers to be unrelated to our core operations, and in the case of non-GAAP Income Tax Provision, management believes that this non-GAAP measure of income taxes provides it with the ability to evaluate the non-GAAP Income Tax Provision across different reporting periods on a consistent basis, independent of special items and discrete items, which may vary in size and frequency. These Non-GAAP Financial Measures are used by both management and our board of directors, together with the comparable GAAP information, in evaluating our current performance and planning our future business activities.

The Non-GAAP Financial Measures are supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP. These Non-GAAP Financial Measures should not be considered as substitutes for GAAP financial measures, such as gross profit, gross margin, net income or any other performance measures derived in accordance with GAAP. Also, in the future we may incur expenses or charges, such as those being adjusted in the calculation of these Non-GAAP Financial Measures. Our presentation of these Non-GAAP Financial Measures should not be construed as an inference that future results will be unaffected by unusual or nonrecurring items. These Non-GAAP Financial Measures exclude costs related to acquisition and related integration expenses, amortization of acquired intangible assets, stock-based compensation, restructuring actions, related-party activities and other non-operational costs.

Non-GAAP Income Tax Provision

In calculating non-GAAP Income Tax Provision, we have added back the following to GAAP Income Tax Provision:

Tax effect of adjustments to GAAP results—Represents the estimated income tax effect of the adjustments to non-GAAP Profit before Tax described below and elimination of discrete tax adjustments.

*Reconciliation of Non-GAAP Gross Profit and Non-GAAP Gross Margin*

	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Dollars in thousands)									(Dollars in thousands)
GAAP Gross Profit	$	81,215		$	85,662		$	133,828		$	241,648		$	451,281
GAAP Gross Margin (% of net sales)		45.7	%		45.7	%		52.5	%		45.4	%		55.8	%

Non-GAAP adjustments
Transaction-related costs		5			10			523			14			523
Purchased intangible amortization		4,875			4,875			3,648			14,625			4,323
Restructuring costs		522			16			166			1,738			166
Stock-based compensation		802			817			1,073			2,180			4,625
Total Non-GAAP Adjustments	$	6,204		$	5,718		$	5,410		$	18,557		$	9,637

Non-GAAP Gross Profit	$	87,419		$	91,380		$	139,238		$	260,205		$	460,918
Non-GAAP Gross Margin (% of net sales)		49.1	%		48.8	%		54.6	%		48.9	%		57.0	%

*Reconciliation of Non-GAAP Operating Expenses*

	Three-Month Period Ended							Nine-Month Period Ended
	December 27, 2024		September 27, 2024			December 29, 2023		December 27, 2024			December 29, 2023
	(Dollars in thousands)							(Dollars in thousands)
GAAP Operating Expenses	$	81,256	$	81,595		$	97,142	$	248,252		$	270,934

Research and Development Expenses
GAAP Research and Development Expenses		43,317		43,510			44,396		132,031			130,799
Non-GAAP adjustments
Transaction-related costs		333		206			343		1,568			352
Restructuring costs		568		260			908		997			908
Stock-based compensation		3,960		3,523			3,870		11,218			10,340
Other costs⁽¹⁾		—		3			—		3			—
Non-GAAP Research and Development Expenses		38,456		39,518			39,275		118,245			119,199

Selling, General and Administrative Expenses
GAAP Selling, General and Administrative Expenses		37,939		38,085			52,746		116,221			140,135
Non-GAAP adjustments
Transaction-related costs		148		275			9,543		1,237			14,419
Purchased intangible amortization		535		535			495		1,605			1,210
Restructuring costs		1,264		2,046			5,795		4,355			5,795
Stock-based compensation		5,826		7,205			5,977		18,853			17,874
Other costs⁽¹⁾		391		(1,820	)		283		(618	)		383
Non-GAAP Selling, General and Administrative Expenses		29,775		29,844			30,653		90,789			100,454

Total Non-GAAP Adjustments		13,025		12,233			27,214		39,218			51,281

Non-GAAP Operating Expenses	$	68,231	$	69,362		$	69,928	$	209,034		$	219,653

(1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions.

*Reconciliation of Non-GAAP Operating Income and Non-GAAP Operating Margin*

	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Dollars in thousands)									(Dollars in thousands)
GAAP Operating (Loss) Income	$	(41	)	$	4,067		$	36,686		$	(6,604	)	$	180,347
GAAP Operating Margin (% of net sales)		—	%		2.2	%		14.4	%		(1.2	)%		22.3	%

Transaction-related costs		486			491			10,409			2,819			15,294
Purchased intangible amortization		5,410			5,410			4,143			16,230			5,533
Restructuring costs		2,354			2,322			6,869			7,090			6,869
Stock-based compensation		10,588			11,545			10,920			32,251			32,839
Other costs⁽¹⁾		391			(1,817	)		283			(615	)		383
Total Non-GAAP Adjustments	$	19,229		$	17,951		$	32,624		$	57,775		$	60,918

Non-GAAP Operating Income	$	19,188		$	22,018		$	69,310		$	51,171		$	241,265
Non-GAAP Operating Margin (% of net sales)		10.8	%		11.7	%		27.2	%		9.6	%		29.8	%

(1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions.

*Reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin*

	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Dollars in thousands)									(Dollars in thousands)
GAAP Net (Loss) Income	$	(6,799	)	$	(33,613	)	$	33,402		$	(58,025	)	$	159,962
GAAP Net (Loss) Income Margin (% of net sales)		(3.8	)%		(17.9	)%		13.1	%		(10.9	)%		19.8	%

Interest expense		7,762			10,353			3,854			23,492			5,381
Interest income		(388	)		(420	)		(857	)		(1,302	)		(2,550	)
Income tax (benefit) provision		(803	)		(9,470	)		2,969			(9,233	)		17,584
Depreciation & amortization		16,123			15,997			20,227			48,578			49,645
EBITDA	$	15,895		$	(17,153	)	$	59,595		$	3,510		$	230,022

Transaction-related costs		486			3,295			10,409			5,623			15,294
Restructuring costs		2,354			2,067			6,869			6,835			6,869
Stock-based compensation		10,588			11,545			10,920			32,251			32,839
Loss on change in fair value of forward repurchase contract		—			34,752			—			34,752			—
Other costs⁽¹⁾		998			(2,195	)		(551	)		1,610			5,339
Adjusted EBITDA	$	30,321		$	32,311		$	87,242		$	84,581		$	290,363
Adjusted EBITDA Margin (% of net sales)		17.0	%		17.2	%		34.2	%		15.9	%		35.9	%

(1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions, and income (loss) in earnings of equity investments.

*Reconciliation of Non-GAAP Profit before Tax*

	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Dollars in thousands)									(Dollars in thousands)
GAAP (Loss) Income before Income Taxes	$	(7,602	)	$	(43,083	)	$	36,371		$	(67,258	)	$	177,546

Transaction-related costs		486			3,295			10,409			5,623			15,294
Transaction-related interest		192			141			162			1,042			162
Purchased intangible amortization		5,410			5,410			4,143			16,230			5,533
Restructuring costs		2,354			2,067			6,869			6,835			6,869
Stock-based compensation		10,588			11,545			10,920			32,251			32,839
Loss on change in fair value of forward repurchase contract		—			34,752			—			34,752			—
Other costs⁽¹⁾		1,427			1,428			(551	)		5,662			5,339
Total Non-GAAP Adjustments	$	20,457		$	58,638		$	31,952		$	102,395		$	66,036

Non-GAAP Profit before Tax	$	12,855		$	15,555		$	68,323		$	35,137		$	243,582

(1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions, and income (loss) in earnings of equity investments.

*Reconciliation of Non-GAAP Income Tax Provision and Non-GAAP Effective Tax Rate*

	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Dollars in thousands)									(Dollars in thousands)
GAAP Income Tax (Benefit) Provision	$	(803	)	$	(9,470	)	$	2,969		$	(9,233	)	$	17,584
GAAP effective tax rate		10.6	%		22.0	%		8.2	%		13.7	%		9.9	%

Tax effect of adjustments to GAAP results		398			10,071			3,748			10,074			10,128

Non-GAAP Income Tax (Benefit) Provision	$	(405	)	$	601		$	6,717		$	841		$	27,712
Non-GAAP effective tax rate		(3.2	)%		3.9	%		9.8	%		2.4	%		11.4	%

*Reconciliation of Non-GAAP Net Income Attributable to Allegro MicroSystems, Inc. and Non-GAAP Earnings per Share*

	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Dollars in thousands)									(Dollars in thousands)
GAAP Net (Loss) Income Attributable to Allegro MicroSystems, Inc.⁽¹⁾	$	(6,860	)	$	(33,675	)	$	33,345		$	(58,210	)	$	159,812
GAAP Basic weighted average common shares		184,011,189			189,182,850			192,724,541			188,886,583			192,384,315
GAAP Diluted weighted average common shares		184,011,189			189,182,850			194,570,380			188,886,583			194,925,040
GAAP Basic (Loss) Earnings per Share	$	(0.04	)	$	(0.18	)	$	0.17		$	(0.31	)	$	0.83
GAAP Diluted (Loss) Earnings per Share	$	(0.04	)	$	(0.18	)	$	0.17		$	(0.31	)	$	0.82

Transaction-related costs		486			3,295			10,409			5,623			15,294
Transaction-related interest		192			141			162			1,042			162
Purchased intangible amortization		5,410			5,410			4,143			16,230			5,533
Restructuring costs		2,354			2,067			6,869			6,835			6,869
Stock-based compensation		10,588			11,545			10,920			32,251			32,839
Loss on change in fair value of forward repurchase contract		—			34,752			—			34,752			—
Other costs⁽²⁾		1,427			1,428			(551	)		5,662			5,339
Total Non-GAAP Adjustments		20,457			58,638			31,952			102,395			66,036
Tax effect of adjustments to GAAP results⁽³⁾		(398	)		(10,071	)		(3,748	)		(10,074	)		(10,128	)
Non-GAAP Net Income Attributable to Allegro MicroSystems, Inc.	$	13,199		$	14,892		$	61,549		$	34,111		$	215,720
Basic weighted average common shares		184,011,189			189,182,850			192,724,541			188,886,583			192,384,315
Diluted weighted average common shares		184,485,792			189,710,595			194,570,380			189,577,693			194,925,040
Non-GAAP Basic Earnings per Share	$	0.07		$	0.08		$	0.32		$	0.18		$	1.12
Non-GAAP Diluted Earnings per Share	$	0.07		$	0.08		$	0.32		$	0.18		$	1.11

(1) GAAP Net (Loss) Income Attributable to Allegro MicroSystems, Inc. represents GAAP Net (Loss) Income adjusted for Net Income Attributable to non-controlling interests.
(2) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consists of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions, income (loss) in earnings of equity investments, and unrealized losses (gains) on investments.
(3) To calculate the tax effect of adjustments to GAAP results, the Company considers each non-GAAP adjustment by tax jurisdiction and reverses all discrete items to calculate an annual non-GAAP effective tax rate (“NG ETR”). This NG ETR is then applied to Non-GAAP Profit Before Tax to arrive at the tax effect of adjustments to GAAP results.

*Reconciliation of Non-GAAP Free Cash Flow and Non-GAAP Free Cash Flow as Percentage of Net Sales*

	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Dollars in thousands)									(Dollars in thousands)
GAAP Operating Cash Flow	$	(8,183	)	$	15,547		$	76,558		$	41,560		$	168,951
GAAP Operating Cash Flow (% of net sales)		-4.6	%		8.3	%		30.0	%		7.8	%		20.9	%
Non-GAAP adjustments
Purchases of property, plant and equipment		(13,615	)		(9,972	)		(34,399	)		(34,564	)		(110,500	)

Non-GAAP Free Cash Flow	$	(21,798	)	$	5,575		$	42,159		$	6,996		$	58,451
Non-GAAP Free Cash Flow (% of net sales)		(12.3	)%		3.0	%		16.5	%		1.3	%		7.2	%

Investor Contact:
Jalene Hoover
VP of Investor Relations & Corporate Communications
+1 (512) 751-6526
jhoover@allegromicro.com

MIL-OSI: Beam Global Expands European Sales Network with Three New Distribution Partners

Source: GlobeNewswire (MIL-OSI)

SAN DIEGO, Jan. 30, 2025 (GLOBE NEWSWIRE) — Beam Global, (Nasdaq: BEEM), a leading provider of innovative and sustainable infrastructure solutions for the electrification of transportation and energy security, announced today that it is expanding its sales network in Europe with the addition of three new business partners:

Seltis Glass Design S.R.L. for the Romanian market
Evrosimovski Consulting Ltd. for the North Macedonian market
BBA International for the Albanian market

“These distributor agreements with quality companies are an excellent continuation of our efforts to expand our selling resources across Europe,” said Desmond Wheatley, CEO of Beam Global. “We have existing trusted relationships with each of these companies through our Beam Europe operation, and now we are able to leverage their success and contacts to significantly increase our audience without adding to our operating costs. I’m looking forward to supporting the new customers they bring to Beam Global.”

This expansion marks a significant step into Beam Global’s strategic growth into Europe, tapping further into the world’s largest automotive market. Through the integration of outsourced distributors and agents, Beam Global intensifies its commitment to advancing the electrification of transportation and enhancing energy security with sustainable infrastructure solutions in Europe.

Market Overview (EUROPE)

The EU has set ambitious targets, mandating that electric vehicles account for 80% of new car sales in 2030 and 100% by 2035.
The EU electric vehicle charging station market was valued at USD 10.8 billion in 2024, and is estimated to grow at a CAGR of 29.3% from 2025 to 2034, to support the rapid growth of electric vehicles in Europe.

About Beam Global
Beam Global is a clean technology innovator which develops and manufactures sustainable infrastructure products and technologies. We operate at the nexus of clean energy and transportation with a focus on sustainable energy infrastructure, rapidly deployed and scalable EV charging solutions, safe energy storage and vital energy security. With operations in the U.S. and Europe, Beam Global develops, patents, designs, engineers and manufactures unique and advanced clean technology solutions that power transportation, provide secure sources of electricity, save time and money and protect the environment. Beam Global is headquartered in San Diego, CA with facilities in Chicago, IL and Belgrade and Kraljevo, Serbia. Beam Global is listed on Nasdaq under the symbol BEEM. For more information visit BeamForAll.com, LinkedIn, YouTube and X (formerly Twitter).

Forward-Looking Statements
This Beam Global Press Release may contain forward-looking statements. All statements in this Press Release other than statements of historical facts are forward-looking statements. Forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “target,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may,” or other words and similar expressions that convey the uncertainty of future events or results. These statements relate to future events or future results of operations. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause Beam Global’s actual results to be materially different from these forward-looking statements. Except to the extent required by law, Beam Global expressly disclaims any obligation to update any forward-looking statements.

Media Contact
Skyya PR
+1 651-335-0585
Press@BeamForAll.com

Investor Relations
Luke Higgins
+1-858-799-4583
IR@BeamForAll.com

MIL-OSI: Lantronix to Report Fiscal 2025 Second Quarter Results on Feb. 6, 2025

Source: GlobeNewswire (MIL-OSI)

IRVINE, Calif., Jan. 30, 2025 (GLOBE NEWSWIRE) — Lantronix Inc. (the “Company”) (NASDAQ: LTRX), a global leader of compute and connectivity for IoT solutions enabling AI Edge Intelligence, today announced it will release financial results from its fiscal 2025 second quarter, ended Dec. 31, 2024, after the close of the market on Thursday, Feb. 6, 2025.

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

Investors can access a conference call replay starting at approximately 8:00 p.m. Pacific Time on Feb. 6, 2025, on 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 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.

Lantronix Media Contact:
Gail Kathryn Miller
Corporate Marketing &
Communications Manager
media@lantronix.com

Lantronix Analyst and Investor Contact:
investors@lantronix.com

^{© 2024 Lantronix Inc. All rights reserved. Lantronix is a registered trademark, and SLB and SLC are trademarks of Lantronix Inc. Other trademarks and trade names are those of their respective owners.}

MIL-OSI: Northfield Capital Announces Updates From Cornerstone Investment Juno Corp. and Forward Share Split

Source: GlobeNewswire (MIL-OSI)

TORONTO, Jan. 30, 2025 (GLOBE NEWSWIRE) — Northfield Capital Corporation (TSX-V: NFD.A) (“Northfield” or the “Corporation”) is pleased to announce that Juno Corp., one of Northfield’s cornerstone investments and a leading explorer in the strategically important Ring of Fire region of northern Ontario, has announced successful results from its 2024 drilling campaign. This news underscores the potential of Northfield’s investment in Juno Corp., a private Ontario exploration company and the largest mineral claimholder in the Ring of Fire, a region which is expected to play a strategic role for Ontario and Canada in the coming electrification of the world. Northfield currently holds a 17% ownership interest in Juno Corp., valued at C$31.5 million. This strategic investment positions Northfield to benefit from the potential growth of this mineral resource hub. For further details, please refer to the news releases of Juno Corp. dated January 29, 2025, available on its website, at www.junocorp.com.

Northfield is also pleased to announce that it is undertaking a forward share split (the “Share Split”) of the Class A restricted voting shares of the Corporation (the “Class A Shares”) and Class B multiple voting shares of the Corporation (the “Class B Shares”), in each case on the basis of five (5) new shares of the applicable class for each one (1) share of the applicable class currently issued outstanding, with a record date of February 6, 2025 and a payment date of February 11, 2025.

Share Split

The Share Split will be implemented on the basis of five (5) new shares of the applicable class for each one (1) share of the applicable class currently issued outstanding.

Based on the Corporation’s discussions with the TSX Venture Exchange, on February 11, 2025 (the “Payment Date”), each shareholder of record of Northfield as of the close of business on February 6, 2025 (the “Record Date”) will receive, as applicable, four (4) additional Class A Shares for each Class A Share held on the Record Date, and four (4) additional Class B Shares for each Class B Share held on the Record Date.

Based on the Corporation’s discussions with the TSX Venture Exchange, the Class A Shares are expected to trade on a due bill basis from February 6, 2025 (being the commencement of trading on the Record Date) to the close of trading on the Payment Date (i.e., February 11, 2025), inclusive. A due bill is an entitlement attached to listed securities undergoing a material corporate action, such as the Share Split. In this instance, the entitlement is to the additional Class A Shares as a result of the Share Split. Any trades of Class A Shares that are executed during the due bill period will be flagged to ensure purchasers receive the entitlement to the additional Class A Shares issuable as a result of the Share Split. Subject to final regulatory approvals (including, the final acceptance of the TSX Venture Exchange), the Class A Shares are expected to commence trading on a split-adjusted basis on February 12, 2025 (the ex-distribution trading date), as of which date purchases of Class A Shares will no longer have the attaching entitlement to the additional Class A Shares. The due bill redemption date is expected to be February 12, 2025.

As of the date hereof, Northfield has an aggregate of 2,834,032 Class A Shares and 3,720 Class B Shares issued and outstanding. Upon completion of the Share Split, there will be an aggregate of 14,170,160 Class A Shares and 18,600 Class B Shares issued and outstanding. The Corporation’s authorized share capital will remain unchanged upon completion of the Share Split. All outstanding stock options and share purchase warrants of Northfield will be adjusted accordingly in accordance with their terms in connection with the Share Split.

There will be no change to the Corporation’s name, CUSIP/ISIN or its current trading symbol in connection with the Share Split.

The Share Split is being undertaking to increase the number of outstanding Class A Shares and Class B Shares in an effort to improve market liquidity and the marketability of the shares. The Share Split was approved by the shareholders of Northfield at the annual and special meeting of shareholders held on June 27, 2024.

Mechanics of the Share Split

On the Payment Date (being, February 11, 2025), the additional Class A Shares and Class B Shares required to give effect to the Share Split will be issued to holders of record at the close of business on the Record Date. The Share Split will be conducted on a “push-out” basis, and therefore, no action is required by shareholders of Northfield. Existing share certificates and direct registration system advices (“DRS Advices”) representing Class A Shares and/or Class B Shares will continue to remain effective following completion of the Share Split, and accordingly, should be retained by shareholders and should not be forwarded to Northfield or TSX Trust Company (“TSX Trust”), the registrar and transfer agent of Northfield.

Northfield will use the direct registration system to electronically register the Class A Shares and Class B Shares issued pursuant to the Share Split, rather than issuing physical share certificates. Accordingly, following completion of the Share Split, TSX Trust will issue and cause to be mailed out, to registered shareholders of Northfield, DRS Advice representing the number of additional Class A Shares and/or Class B Shares, as applicable, which they are entitled to receive as a result of the Share Split. Non-registered (beneficial) shareholders of Northfield who hold Class A Shares and/or Class B Shares in an account with their investment dealer or other intermediary will have their accounts automatically updated to reflect the Share Split in accordance with the applicable brokerage account providers’ usual procedures.

About Northfield Capital Corporation

Northfield Capital Corporation is a leading Canadian investment firm with deep roots in resources, mining, aviation, and alcoholic beverages. Founded in 1981, Northfield combines decades of experience with a forward-thinking ethos to unlock opportunities.

For further information, please contact:

Michael G. Leskovec, CPA, CA
Chief Financial Officer
Telephone: (416) 628-5940

Forward-Looking Statements

Forward-looking statements are included in this news release. These forward-looking statements are identified by the use of terms such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, “would”, and “should” and similar terms and phrases, including references to assumptions. Such statements may involve but are not limited to, the anticipated timing for the completion of the Share Split (including, the anticipated Record Date, Payment Date, and due bill redemption date), the mechanics for the delivery of the new Class A Shares and Class B Shares to the shareholders of Northfield following the completion thereof, and associated information, as well as statements with respect to the Ring of Fire and its role for Ontario and Canada in the coming electrification of the world, and any potential benefits associated with Northfield’s strategic investment in Juno Corp. Forward-looking statements, by their nature, are based on assumptions and are subject to important risks and uncertainties. Any forecasts, predictions or forward-looking statements cannot be relied upon due to, among other things, changing external events and general uncertainties of the business and its corporate structure. Results indicated in forward-looking statements may differ materially from actual results for a number of reasons. The forward-looking statements contained herein are subject to change. However, Northfield disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

https://www.youtube.com/watch?v=0wql65I9_g0

MIL-OSI Video: UK Baroness Hazarika on tackling shoplifting and antisocial behaviour | Lord Speaker’s Corner

Source: United Kingdom UK House of Lords (video statements)

‘Where I live there is so much shoplifting going on.’
Broadcast Ayesha Hazarika – Baroness Hazarika – is the latest guest on Lord Speaker’s Corner. She talks to the Lord Speaker about why she is using her new role to campaign for more to be done to tackle shoplifting and antisocial behaviour.

Find out more, listen now wherever you get your podcasts or search ‘House of Lords’ on YouTube: https://www.parliament.uk/business/lords/house-of-lords-podcast/baroness-hazarika-lord-speakers-corner/

#LordSpeakersCorner #HouseOfLords #LordsMembers

MIL-OSI United Kingdom: January blues banished at ABC Age Friendly tea dance

Source: Northern Ireland City of Armagh

Cllr Kate Evans who is an Age Friendly Champion for the ABC Borough is pictured with ABC Age Friendly Officer Stephanie Rock at the tea dance at the Armagh City Hotel.

The January blues were banished in style at the ABC Age Friendly Tea Dance held in the Armagh City Hotel.

Over 200 people aged 50 plus, turned out for the social event on Thursday 23 January, which was organised by the ABC Age Friendly Officer Stephanie Rock and funded by the Public Health Agency.

As well as the tea dance, the event included information stands from a wide range of Service Providers who were on hand to offer helpful advice.

Cllr Kate Evans who is an Age Friendly Champion for the ABC Borough, welcomed everyone to the tea dance and thanked all those who helped organise the successful event.

Everyone thoroughly enjoyed a great afternoon of moving, connecting and learning about services available to people aged 50 plus in the Borough.

To find out about future Age Friendly events happening in the ABC Borough, or to sign up for the ABC Seniors Newsletter, you can contact Stephanie on tel: 07825 010630 or by email:

*protected email*

You can also keep up to date by visiting the Age Friendly webpage on the council website – www.armaghbanbridgecraigavon.gov.uk/agefriendly