Category: Americas

MIL-OSI: HCI Group Reports Fourth Quarter 2024 Results

Source: GlobeNewswire (MIL-OSI)

Fourth Quarter Pre-Tax Income of $5.9 million and Diluted EPS of $0.23
Full Year 2024 Pre-Tax Income of $173.4 million and Diluted EPS of $8.89

TAMPA, Fla., Feb. 27, 2025 (GLOBE NEWSWIRE) — HCI Group, Inc. (NYSE:HCI) reported pre-tax income of $5.9 million and net income of $4.1 million in the fourth quarter of 2024. Net income after noncontrolling interests was $2.6 million compared with $38.1 million in the fourth quarter of 2023. Diluted earnings per share were $0.23 in the fourth quarter of 2024, compared with $3.40 diluted earnings per share, in the fourth quarter of 2023.

Adjusted net income (a non-GAAP measure which excludes net unrealized gains or losses on equity securities) for the fourth quarter of 2024 was $5.0 million, or $0.31 diluted earnings per share compared with adjusted net income of $38.8 million, or $3.22 diluted earnings per share, in the fourth quarter of 2023. This press release includes an explanation of adjusted net income as well as a reconciliation to net income and earnings per share calculated in accordance with generally accepted accounting principles (known as “GAAP”).

Management Commentary
“Even with the hurricanes in 2024, HCI Group is unwavering in its commitment to Florida and supporting our existing and new policyholders. As part of our ongoing efforts, we plan to keep rates flat for the foreseeable future,” said HCI Group Chairman and Chief Executive Officer Paresh Patel. “Given an increased level of catastrophe activity across the country, we are taking initial steps to make our best-in-class technology available to other carriers and in additional geographies.”

Fourth Quarter 2024 Commentary
Consolidated gross premiums earned in the fourth quarter increased by 38.0% to $297.5 million from $215.2 million in the fourth quarter of 2023 driven primarily by assumptions of policies from Citizens Property Insurance Corporation.

Premiums ceded for reinsurance in the fourth quarter were $151.1 million compared with $66.6 million in the fourth quarter of 2023. The fourth quarter included the reversal of $50.6 million of previously accrued benefits related to retrospective reinsurance provisions as a result of losses caused by Hurricane Milton.

Net investment income in the fourth quarter was $14.5 million compared with $10.3 million in the fourth quarter of 2023. The increase was primarily attributable to an increase in interest income from cash, cash equivalents and available-for-sale fixed maturity securities.

Losses and loss adjustment expenses in the fourth quarter were $110.7 million compared with $65.4 million in the fourth quarter of 2023. Loss expenses in the fourth quarter of 2024 include a net loss of $78.0 million from Hurricane Milton, partially offset by $24.5 million of favorable development mostly related to the 2024 accident year.

Policy acquisition and other underwriting expenses in the fourth quarter were $27.7 million compared with $22.7 million in the fourth quarter of 2023.

General and administrative personnel expenses in the fourth quarter decreased to $10.2 million from $12.2 million in the fourth quarter of 2023. The decrease was attributable to lower stock-based compensation as well as higher reinsurance recoveries related to claims processing for Hurricane Milton.

Full 2024 Results
For the year ended December 31, 2024, the company reported pre-tax income of $173.4 million and net income of $127.6 million. Net income after noncontrolling interests was $110.0 million compared with $79.0 million for the year ended December 31, 2023. Diluted earnings per share were $8.89 for the year ended December 31, 2024, compared with $7.62 diluted earnings per share for the year ended December 31, 2023.

Adjusted net income (a non-GAAP measure which excludes net unrealized gains or losses on equity securities) for the twelve month period was $125.6 million, or $8.75 diluted earnings per share compared with adjusted net income of $86.8 million, or $7.41 diluted earnings per share in the same period of 2023. An explanation of this non-GAAP financial measure and reconciliations to the applicable GAAP numbers accompany this press release.

Consolidated gross premiums earned for the twelve months of 2024 increased by 41.5% to $1,083.2 million from $765.5 million in 2023 driven primarily by growth in Florida due to assumptions of policies from Citizens Property Insurance Corporation.

Premiums ceded for reinsurance for the twelve months of 2024 were $405.7 million compared with $269.6 million for the twelve months of 2023. The twelve months of 2024 included the reversal of $62.9 million of previously accrued benefits related to retrospective reinsurance provisions as a result of losses caused by Hurricanes Helene and Milton.

Net investment income for the twelve months of 2024 was $59.1 million compared with $46.2 million for the twelve months of 2023. The increase was primarily attributable to an increase in interest income from cash, cash equivalents, and available-for-sale fixed maturity securities, offset by a decrease in income from real estate investments.

Losses and loss adjustment expenses for the twelve months of 2024 were $374.7 million compared with $254.6 million for the twelve months of 2023. Loss expense included $78.0 million from Hurricane Milton, $43.0 million from Hurricane Helene and $6.5 million from Hurricane Debby.

Policy acquisition and other underwriting expenses for the twelve months of 2024 were $99.4 million compared with $90.8 million for the twelve months of 2023.

General and administrative personnel expenses for the twelve months of 2024 increased to $63.2 million from $53.9 million for the twelve months of 2023.

Conference Call
HCI Group will hold a conference call later today, February 27, 2025, to discuss these financial results. Chairman and Chief Executive Officer Paresh Patel, Chief Operating Officer Karin Coleman and Chief Financial Officer Mark Harmsworth will host the call starting at 4:45 p.m. Eastern time.

Interested parties can listen to the live presentation by dialing the listen-only number below or by clicking the webcast link available on the Investor Information section of the company’s website at www.hcigroup.com.

Listen-only toll-free number: (888) 506-0062
Listen-only international number: (973) 528-0011
Entry Code: 835158

Please call the conference telephone number 10 minutes before the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at (949) 574-3860.

A replay of the call will be available by telephone after 8:00 p.m. Eastern time on the same day as the call and via the Investor Information section of the HCI Group website at www.hcigroup.com through February 27, 2026.

Toll-free replay number: (877) 481-4010
International replay number: (919) 882-2331
Replay ID: 51955

About HCI Group, Inc.
HCI Group, Inc. is a holding company with two distinct operating units. The first unit includes four top-performing insurance companies, a captive reinsurance company, and operations in claims management and real estate. The second unit, called Exzeo Group, is a leading innovator of insurance technology that utilizes advanced underwriting algorithms and data analytics. Exzeo empowers property and casualty insurers to transform underwriting outcomes and achieve industry-leading results.

The company’s common shares trade on the New York Stock Exchange under the ticker symbol “HCI” and are included in the Russell 2000 and S&P SmallCap 600 Index. HCI Group, Inc. regularly publishes financial and other information in the Investor Information section of the company’s website. For more information about HCI Group and its subsidiaries, visit www.hcigroup.com.

Forward-Looking Statements
This news release may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “confident,” “prospects” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions, but rather are subject to various risks and uncertainties. For example, the estimation of reserves for losses and loss adjustment expenses is an inherently imprecise process involving many assumptions and considerable management judgment. Some of these risks and uncertainties are identified in the company’s filings with the Securities and Exchange Commission. Should any risks or uncertainties develop into actual events, these developments could have material adverse effects on the company’s business, financial condition and results of operations. HCI Group, Inc. disclaims all obligations to update any forward-looking statements.

Company Contact:
Bill Broomall, CFA
Investor Relations
HCI Group, Inc.
Tel (813) 776-1012
wbroomall@typtap.com

Investor Relations Contact:
Matt Glover
Gateway Group, Inc.
Tel (949) 574-3860
HCI@gatewayir.com

– Tables to follow –


HCI GROUP, INC. AND SUBSIDIARIES
Selected Financial Metrics
(Dollar amounts in thousands, except per share amounts)

	Q4 2024			Q4 2023			FY 2024			FY 2023
	(Unaudited)
Insurance Operations
Gross Written Premiums:
Homeowners Choice	$	145,085		$	182,038		$	593,943		$	535,070
TypTap Insurance Company		174,980			138,482			491,413			363,552
Condo Owners Reciprocal Exchange		14,435			–			81,411			–
Total Gross Written Premiums		334,500			320,520			1,166,767			898,622

Gross Premiums Earned:
Homeowners Choice		156,342			125,796			589,137			417,202
TypTap Insurance Company		123,807			89,394			442,876			348,310
Condo Owners Reciprocal Exchange		17,348			–			51,207			–
Total Gross Premiums Earned		297,497			215,190			1,083,220			765,512

Gross Premiums Earned Loss Ratio		37.2	%		30.4	%		34.6	%		33.3	%

Per Share Metrics
GAAP Diluted EPS	$	0.23		$	3.40		$	8.89		$	7.62
Non-GAAP Adjusted Diluted EPS	$	0.31		$	3.22		$	6.33		$	7.41

Dividends per share	$	0.40		$	0.40		$	1.60		$	1.60

Book value per share at the end of period	$	42.10		$	33.36		$	42.10		$	33.36

Shares outstanding at the end of period		10,767,184			9,738,183			10,767,184			9,738,183

HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Dollar amounts in thousands)

	December 31, 2024			December 31, 2023

Assets
Fixed-maturity securities, available for sale, at fair value (amortized cost: $719,536 and $387,687, respectively and allowance for credit losses: $0 and $0, respectively)	$	718,537		$	383,238
Equity securities, at fair value (cost: $52,030 and $44,011, respectively)		56,200			45,537
Limited partnership investments		20,802			23,583
Real estate investments		79,120			67,893
Total investments		874,659			520,251

Cash and cash equivalents		532,471			536,478
Restricted cash		3,714			3,287
Receivable from maturities of fixed-maturity securities		—			91,085
Accrued interest and dividends receivable		6,008			3,507
Income taxes receivable		463			—
Deferred income taxes, net		72			512
Premiums receivable, net (allowance: $5,891 and $3,152, respectively)		50,582			38,037
Assumed premium receivable		—			19,954
Prepaid reinsurance premiums		92,060			86,232
Reinsurance recoverable, net of allowance for credit losses:
Paid losses and loss adjustment expenses (allowance: $0 and $0, respectively)		36,062			19,690
Unpaid losses and loss adjustment expenses (allowance: $186 and $118, respectively)		522,379			330,604
Deferred policy acquisition costs		54,303			42,910
Property and equipment, net		29,544			29,251
Right-of-use-assets – operating leases		1,182			1,407
Intangible assets, net		5,206			7,659
Funds withheld for assumed business		11,690			30,087
Other assets		9,818			50,365

Total assets	$	2,230,213		$	1,811,316

Liabilities and Equity
Losses and loss adjustment expenses	$	845,900		$	585,073
Unearned premiums		584,703			501,157
Advance premiums		18,867			15,895
Reinsurance payable on paid losses and loss adjustment expenses		2,496			3,145
Ceded reinsurance premiums payable		18,313			8,921
Assumed premiums payable		2,176			850
Accrued expenses		17,677			19,722
Income tax payable		5,451			7,702
Deferred income taxes, net		2,830			—
Revolving credit facility		44,000			—
Long-term debt		185,254			208,495
Lease liabilities – operating leases		1,185			1,408
Other liabilities		32,320			35,623

Total liabilities		1,761,172			1,387,991

Commitments and contingencies
Redeemable noncontrolling interest		1,691			96,160

Equity:
Common stock, (no par value, 40,000,000 shares authorized, 10,767,184 and 9,738,183 shares issued and outstanding in 2024 and 2023, respectively)		—			—
Additional paid-in capital		122,289			89,568
Retained income		331,793			238,438
Accumulated other comprehensive loss, net of taxes		(749	)		(3,163	)
Total stockholders’ equity		453,333			324,843
Noncontrolling interests		14,017			2,322
Total equity		467,350			327,165

Total liabilities, redeemable noncontrolling interest, and equity	$	2,230,213		$	1,811,316

HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
(Dollar amounts in thousands, except per share amounts)

	Three Months Ended						Years Ended
	December 31,						December 31,
	2024			2023			2024			2023

Revenue

Gross premiums earned	$	297,497		$	215,190		$	1,083,220		$	765,512
Premiums ceded		(151,146	)		(66,576	)		(405,659	)		(269,627	)

Net premiums earned		146,351			148,614			677,561			495,885

Net investment income		14,486			10,341			59,148			46,234
Net realized investment gains (losses)		326			(410	)		3,384			(1,996	)
Net unrealized investment (losses) gains		(1,181	)		2,830			2,644			3,215
Policy fee income		1,302			1,053			4,639			4,704
Other		591			242			2,675			2,628

Total revenue		161,875			162,670			750,051			550,670

Expenses

Losses and loss adjustment expenses		110,727			65,398			374,708			254,579
Policy acquisition and other underwriting expenses		27,707			22,716			99,402			90,822
General and administrative personnel expenses		10,231			12,230			63,152			53,868
Interest expense		3,322			2,822			13,344			11,117
Other operating expenses		3,997			5,344			26,018			22,634

Total expenses		155,984			108,510			576,624			433,020

Income before income taxes		5,891			54,160			173,427			117,650

Income tax expense		1,757			13,248			45,846			28,393

Net income	$	4,134		$	40,912		$	127,581		$	89,257
Net income attributable to redeemable noncontrolling interests		—			(2,360	)		(10,149	)		(9,370	)
Net income attributable to noncontrolling interests		(1,550	)		(457	)		(7,479	)		(853	)

Net income after noncontrolling interests	$	2,584		$	38,095		$	109,953		$	79,034

Basic earnings per share	$	0.24		$	4.31		$	10.59		$	9.13

Diluted earnings per share	$	0.23		$	3.40		$	8.89		$	7.62

Dividends per share	$	0.40		$	0.40		$	1.60		$	1.60

HCI GROUP, INC. AND SUBSIDIARIES
(Amounts in thousands, except per share amounts)

A summary of the numerator and denominator of basic and diluted earnings per common share calculated in accordance with GAAP is presented below.

	Three Months Ended							Year Ended
GAAP	December 31, 2024							December 31, 2024
	Income			Shares (a)		Per Share		Income			Shares (a)		Per Share
	(Numerator)			(Denominator)		Amount		(Numerator)			(Denominator)		Amount
Net income	$	4,134						$	127,581
Less: Net income attributable to redeemable noncontrolling interest		—							(10,149	)
Less: Net income attributable to noncontrolling interests		(1,550	)						(7,479	)
Net income attributable to HCI		2,584							109,953
Less: Income attributable to participating securities		(118	)						(4,110	)
Basic Earnings Per Share:
Income allocated to common stockholders		2,466			10,143	$	0.24		105,843			9,997	$	10.59

Effect of Dilutive Securities: *
Stock options		—			323				—			294
Convertible senior notes		—			—				6,908			2,177
Warrants		—			143				—			218

Diluted Earnings Per Share:
Income available to common stockholders and assumed conversions	$	2,466			10,609	$	0.23	$	112,751			12,686	$	8.89

(a) Shares in thousands.
*For the three months ended December 31, 2024, convertible senior notes were excluded due to anti-dilutive effect.

Non-GAAP Financial Measures

Adjusted net income is a Non-GAAP financial measure that removes from net income of HCI’s portion of the effect of unrealized gains or losses on equity securities required to be included in results of operations in accordance with Accounting Standards Codification 321. HCI Group believes net income without the effect of volatility in equity prices more accurately depicts operating results. This financial measurement is not recognized in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and should not be viewed as an alternative to GAAP measures of performance. A reconciliation of GAAP Net income to Non-GAAP Adjusted net income and GAAP diluted earnings per share to Non-GAAP Adjusted diluted earnings per share is provided below.

Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income

	Three Months Ended					Year Ended
	December 31, 2024					December 31, 2024
GAAP Net income				$	4,134				$	127,581
Net unrealized investment losses (gains)	$	1,181				$	(2,644	)
Less: Tax effect at 25.041%	$	(296	)			$	662
Net adjustment to Net income				$	885				$	(1,982	)
Non-GAAP Adjusted Net income				$	5,019				$	125,599

HCI GROUP, INC. AND SUBSIDIARIES
(Amounts in thousands, except per share amounts)

A summary of the numerator and denominator of the basic and diluted earnings per common share calculated with the Non-GAAP financial measure Adjusted net income is presented below.

	Three Months Ended							Year Ended
Non-GAAP	December 31, 2024							December 31, 2024
	Income			Shares (a)		Per Share		Income			Shares (a)		Per Share
	(Numerator)			(Denominator)		Amount		(Numerator)			(Denominator)		Amount
Adjusted net income (non-GAAP)	$	5,019						$	125,599
Less: Net income attributable to redeemable noncontrolling interest		–						$	(10,149	)
Less: Net loss (income) attributable to noncontrolling interests		(1,550	)						(7,281	)
Net income attributable to HCI		3,469							108,169
Less: Income attributable to participating securities		(158	)						(4,043	)

Basic Earnings Per Share before unrealized gains/losses on equity securities:
Income allocated to common stockholders		3,311			10,143	$	0.33		104,126			9,997	$	10.42

Effect of Dilutive Securities: *
Stock options		—			323				—			294
Convertible senior notes		—			—				6,908			2,177
Warrants		—			143				—			218

Diluted Earnings Per Share before unrealized gains/losses on equity securities:
Income available to common stockholders and assumed conversions	$	3,311			10,609	$	0.31	$	111,034			12,686	$	8.75

(a) Shares in thousands.
*For the three months ended December 31, 2024, convertible senior notes were excluded due to anti-dilutive effect.

Reconciliation of GAAP Diluted EPS to Non-GAAP Adjusted Diluted EPS

	Three Months Ended					Year Ended
	December 31, 2024					December 31, 2024
GAAP diluted Earnings Per Share				$	0.23				$	8.89
Net unrealized investment gains	$	0.10				$	(0.20	)
Less: Tax effect at 25.041%	$	(0.02	)			$	0.06
Net adjustment to GAAP diluted EPS				$	0.08				$	(0.14	)
Non-GAAP Adjusted diluted EPS				$	0.31				$	8.75

The MIL Network –

February 28, 2025

MIL-OSI: Stifel Reports January 2025 Operating Data

Source: GlobeNewswire (MIL-OSI)

ST. LOUIS, Feb. 27, 2025 (GLOBE NEWSWIRE) — Stifel Financial Corp. (NYSE: SF) today reported selected operating results for January 31, 2025 in an effort to provide timely information to investors on certain key performance metrics. Due to the limited nature of this data, a consistent correlation to earnings should not be assumed.

Ronald J. Kruszewski, Chairman and Chief Executive Officer, said, “In January, client assets under administration reached $510 billion and fee-based assets grew to $197 billion, marking a 14% and 18% increase year-on-year. This growth was driven by stronger markets and a solid recruiting pipeline. Additionally, client money market and insured products rose 7% from the same period last year but the expected seasonal decline in Sweep deposits resulted in a 4% decrease during January.”

Selected Operating Data (Unaudited)
	As of						% Change
(millions)	1/31/2025		1/31/2024		12/31/2024		1/31/2024			12/31/2024
Total client assets	$	509,671	$	446,724	$	501,402		14	%		2	%
Fee-based client assets	$	197,298	$	166,682	$	192,705		18	%		2	%
Private Client Group fee-based client assets	$	172,468	$	146,729	$	168,206		18	%		3	%
Bank loans, net (includes loans held for sale)	$	21,118	$	19,525	$	21,311		8	%		(1	)%
Client money market and insured product ⁽¹⁾	$	27,936	$	26,144	$	29,029		7	%		(4	)%

(1) Includes Smart Rate deposits, Sweep deposits, Third-party Bank Sweep Program, and Other Sweep cash.

MIL-OSI: Diversified Closes Summit Natural Resources Acquisition and Tenth Asset Backed Securitization Issuance

Source: GlobeNewswire (MIL-OSI)

Bolt-on Acquisition Increases Coal Mine Methane Environmental Credit Cash Flow, Expands Midstream Infrastructure, and Enhances Southern Appalachia Prices

Strategic Refinance Incorporates 40% Improvement in Cash Flow from New Hedges and an Innovative Master Trust Structure

Solidifies Diversified as the Leading Issuer of Oil & Gas Securitizations

BIRMINGHAM, Ala., Feb. 27, 2025 (GLOBE NEWSWIRE) — Diversified Energy Company PLC (LSE:DEC; NYSE:DEC) (“Diversified” or the “Company”) announces the close of its previously announced acquisition of operated natural gas properties and related midstream pipeline infrastructure located within Virginia, West Virginia, and Alabama (the “Assets”) from Summit Natural Resources (the “Seller”) (together with the assets, the “Acquisition”).

Additionally, the Company closed on an asset backed securitization (“ABS”) refinancing, creating the ABS X note. Diversified will use the proceeds from the ABS transaction to consolidate and repay the outstanding principal of the previously issued ABS I, ABS II and Term Loan I, utilizing those assets plus additional Summit Natural Resources assets as collateral in the new structure. The ABS transaction will also benefit from an improved hedging profile, creating enhanced margins and cash flows. Additional proceeds from this refinancing will be used to reduce outstanding borrowings and for general corporate purposes.

Acquisition Highlights

Acquisition net purchase price of ~$42 million
Current net production of ~12 MMcfepd (2 Mboepd)^(a)
PDP Reserves of 65 Bcfe (11 MMBoe) with PV-10 of ~$55 million^(b)
- Purchase price equivalent of ~PV-16^(b)
Estimated 2025 Adjusted EBITDA of ~$12 million^(b)(c)
Existing Coal Mine Methane (“CMM”) volumes with opportunities to extend future production and additional environmental credits
Appalachian assets overlap existing operations providing synergies for increased cash margins
Strategic midstream pipeline assets facilitate capability to enhance commodity realizations
Recent improvements to commodity prices have further-enhanced the transaction economics

ABS Issuance Highlights

$530 million ABS X note structured as a master trust
Strategic hedges expected to add ~40% ($38 million) to EBITDA^(c) of refinanced assets
Significantly oversubscribed (6.5x) with orders from 20 unique investors, reflecting the cash flow quality of our assets and Diversified’s reputation as a responsible issuer
Investment grade rated notes with blended fixed coupon of approximately 6.4% in A tranche
Improved amortization expected to generate increased cash flows

Sustainability-Linked

Sustainable Fitch has again-provided a Second Party Opinion that the instrument’s Key Performance Indicators (the “KPIs”) align with the International Capital Markets Association (ICMA) framework for sustainability-linked bond principles, highlighting Diversified’s commitment to aligning its financing with the Company’s overall sustainability strategy.

*ratings established by Fitch Ratings,Inc.

Commenting on the Acquisition and ABS transaction, CEO Rusty Hutson, Jr. said:

“We are excited to announce the completion of another acquisition of high-quality, bolt-on assets that are uniquely positioned to benefit from the operational expertise of our field teams, capture higher prices with exposure to premium Transco Zone 5 pricing, and are poised to provide additional revenues from the sale of incremental environmental credits with our growth in the production of coal mine methane. We continue to believe there is a sizeable backlog of organic Coal Mine Methane cash flow growth within our current Appalachian portfolio, and this acquisition highlights our ability to leverage existing capabilities, assets, and intellectual capital to grow this segment of our revenue stream.

Brad Gray, CFO further commented:

Supported by a growing base of loyal credit investors, we are now a seasoned programmatic issuer, and this ABS transaction achieved record demand with a significant amount of interest from a large group of new participants. This strategic refinance improves asset level cash flow with higher hedge prices and a more refined amortization schedule. Our increasing operational scale, track record of stable asset performance, and strength of our business enable us to attract reliable sources of capital and achieve a lower overall cost of capital. This outcome is a testament to how the financial markets value Diversified’s reliable production and consistent cash flows.”

On the Securitization: Barclays Capital, Inc. acted as Sole Structuring Advisor and Placement Agent, Mizuho Securities USA LLC, KeyBanc Capital Markets Inc., and Legado Capital Advisors, LLC acted as Co-Placement Agents.

Detring Energy Advisors acted as the sell side advisor to Summit Natural Resources.

Footnotes:

(a)		Current production based on estimated average daily production for January 2025; Estimate based on historical performance and engineered type curves for the Assets.

(b)		Based on engineering reserves assumptions using historical cost assumptions and NYMEX strip as of October 28, 2024 for the twelve months ended December 31, 2025.

(c)		Adjusted EBITDA is a Non-IFRS measure. As presented for the ABS transaction, represents the twelve months ended February 28, 2026. for more information, see “Use of Non-IFRS Measures”.

For Company-specific items, refer also to the Glossary of Terms and/or Alternative Performance Measures found in the Company’s 2024 Interim Report dated June 30, 2024 and Form 20-F for the year ended December 31, 2023 filed with the United States Securities and Exchange Commission.

For further information, please contact:

Diversified Energy Company PLC	+1 973 856 2757
Doug Kris	dkris@dgoc.com
Senior Vice President, Investor Relations & Corporate Communications	www.div.energy

FTI Consulting	dec@fticonsulting.com
U.S. & UK Financial Public Relations

About Diversified Energy Company PLC

Diversified is a leading publicly traded energy company focused on natural gas and liquids production, transport, marketing, and well retirement. Through our unique and differentiated strategy, we acquire existing, long-life assets and invest in them to improve environmental and operational performance until retiring those assets in a safe and environmentally secure manner. Recognized by ratings agencies and organizations for our sustainability leadership, this solutions-oriented, stewardship approach makes Diversified the Right Company at the Right Time to responsibly produce energy, deliver reliable free cash flow, and generate shareholder value.

Forward-Looking Statements

This announcement contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995). These forward-looking statements, which contain the words “anticipate”, “believe”, “intend”, “estimate”, “expect”, “may”, “will”, “seek”, “continue”, “aim”, “target”, “projected”, “plan”, “goal”, “achieve”, “opportunity” and words of similar meaning, reflect the Company’s beliefs and expectations and are based on numerous assumptions regarding the Company’s present and future business strategies and the environment the Company will operate in and are subject to risks and uncertainties that may cause actual results to differ materially. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Expected benefits of the Acquisition and the ABS transaction, including the impact of the Acquisition and the ABS transaction on the company’s cash flows and cash margins, and the Company’s production of coal mine methane, may not be realized. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company’s ability to control or estimate precisely, including the risk factors described in the “Risk Factors” section in the Company’s Annual Report and Form 20-F for the year ended December 31, 2023 and the risk factors described in Exhibit 99.2 to the Company’s Form 6-K furnished with the SEC on January 27, 2025, in each case filed with the United States Securities and Exchange Commission. Forward-looking statements speak only as of their date and neither the Company nor any of its directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where it would be required to do so under applicable law. As a result, you are cautioned not to place undue reliance on such forward-looking statements.

Use of Non-IFRS Measures

Certain key operating metrics that are not defined under IFRS (alternative performance measures) are included in this announcement. These non-IFRS measures are used by us to monitor the underlying business performance of the Company from period to period and to facilitate comparison with our peers. Since not all companies calculate these or other non-IFRS metrics in the same way, the manner in which we have chosen to calculate the non-IFRS metrics presented herein may not be compatible with similarly defined terms used by other companies. The non-IFRS metrics should not be considered in isolation of, or viewed as substitutes for, the financial information prepared in accordance with IFRS. Certain of the key operating metrics are based on information derived from our regularly maintained records and accounting and operating systems.

Adjusted EBITDA

As used herein, EBITDA represents earnings before interest, taxes, depletion, depreciation and amortization. Adjusted EBITDA includes adjusting for items that are not comparable period-over-period, namely, accretion of asset retirement obligation, other (income) expense, loss on joint and working interest owners receivable, (gain) loss on bargain purchases, (gain) loss on fair value adjustments of unsettled financial instruments, (gain) loss on natural gas and oil property and equipment, costs associated with acquisitions, other adjusting costs, non-cash equity compensation, (gain) loss on foreign currency hedge, net (gain) loss on interest rate swaps and items of a similar nature.

EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for operating profit or loss, net income or loss, or cash flows provided by operating, investing, and financing activities. However, we believe such measures are is useful to an investor in evaluating our financial performance because they (1) are widely used by investors in the natural gas and oil industry as an indicator of underlying business performance; (2) help investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the often-volatile revenue impact of changes in the fair value of derivative instruments prior to settlement; (3) with respect to Adjusted EBITDA, is used in the calculation of a key metric in one of our Credit Facility financial covenants; and (4) are used by us as a performance measure in determining executive compensation. We are unable to provide a quantitative reconciliation of forward-looking EBITDA and Adjusted EBITDA to the most directly comparable forward-looking IFRS measures because the items necessary to estimate such forward-looking IFRS measures are not accessible or estimable at this time without unreasonable efforts. The reconciling items in future periods could be significant.

PV-10

PV-10 is a non-IFRS financial measure and generally differs from Standardized Measure, the most directly comparable IFRS measure, because it does not include the effects of income taxes on future net cash flows. While the Standardized Measure is free cash dependent on the unique tax situation of each company, PV-10 is based on a pricing methodology and discount factors that are consistent for all companies. In this announcement, PV-10 is calculated using NYMEX pricing. It is not practicable to reconcile PV-10 using NYMEX pricing to standardized measure in accordance with IFRS at this time. Investors should be cautioned that neither PV-10 nor the Standardized Measure represents an estimate of the fair market value of proved reserves.

The MIL Network –

February 28, 2025

MIL-OSI USA: Klobuchar, Blackburn Introduce Bipartisan Bill to Enhance 9-1-1 Emergency Response System
US Senate News:
Source: United States Senator Amy Klobuchar (D-Minn)

The legislation would ensure Americans reach help when dialing 9-1-1 during natural disasters and make important updates to the classification of 9-1-1 dispatchers

WASHINGTON – Senators Amy Klobuchar (D-MN) and Marsha Blackburn (R-TN) introduced the Enhancing First Response Act, which would make important updates to our 9-1-1 emergency reporting system to ensure Americans can reach help when they dial 9-1-1 during natural disasters. The legislation will also ensure 9-1-1 dispatchers are recognized as protective service workers to ensure their job classification appropriately recognizes the lifesaving nature of their work. This legislation is also co-sponsored by Senators Blackburn, Heinrich, Sullivan, Lujan, Capito, Markey, Budd, King, Thune, and Kelly.

This bill has two companion bills in the House, the 911 SAVES Act led by Representative Norma Torres (D-CA), and the Emergency Reporting Act led by Representative Doris Matsui (D-CA).

“During natural disasters, Americans need reliable communications networks, especially 9-1-1. Our bipartisan legislation will save lives by ensuring Americans are able to connect to 9-1-1 during major disasters and improving the resiliency of our 9-1-1 system against outages and disruptions,” said Klobuchar. “This legislation also recognizes 9-1-1 dispatchers for their critical roles during times of crisis by ensuring they are classified as the first responders that they are.”

“Ensuring Americans can reach help when they dial 9-1-1 during natural disasters is paramount,” said Blackburn. “The Emergency Reporting Act takes necessary steps to prevent 9-1-1 service disruptions, properly recognize dispatchers for their lifesaving work, and further study how we can make improvements to the 9-1-1 emergency response system.”

This legislation is endorsed by the Association of Public-Safety Communications Officials (APCO), the largest organization of public safety communications professionals, and the National Emergency Number Association (NENA), which promotes the implementation and awareness of 9-1-1.

“The Enhancing First Response Act represents a comprehensive effort to enhance public safety communications and support the dedicated professionals who operate our nation’s 9-1-1 systems,” said APCO International CEO & Executive Director Mel Maier. “Addressing the federal classification of 9-1-1 professionals, strengthening resilience and situational awareness during outages, and advancing MLTS 9-1-1 call capabilities are all critical steps forward. APCO appreciates the leadership of Senators Klobuchar and Blackburn in championing these issues.”

“Recognizing the essential, life-saving work of 9-1-1 professionals is long overdue,” said NENA CEO Brian Fontes. “Since the first 9-1-1 call was placed in 1968, the job of 9-1-1 telecommunicators has substantially become more technical, specialized, and important to the immediate health, safety, and security of our communities. They are the first first responders, and they deserve to be classified in the same category as their law enforcement, fire, and emergency medical counterparts. We deeply appreciate Senators Klobuchar and Blackburn for their steadfast, bipartisan commitment to 9-1-1 and public safety.”

Specifically, the Enhancing First Response Act would:
- Require the FCC to issue a report after major natural disasters on the extent to which people were unable to reach 9-1-1 during the disaster and subsequent recovery efforts, and make recommendations to improve the resiliency of 9-1-1 systems to prevent future service disruptions;
- Require the FCC to study the unreported 9-1-1 outages and develop recommendations to improve outage reporting and communication between mobile carriers experiencing network outages and 9-1-1 centers;
- Update the classification of 9-1-1 dispatchers from clerical workers to protective service workers in the Standard Occupational Classification (SOC) to better reflect the life-saving work they perform each day. The SOC is a tool used by federal agencies to classify the workforce into useful, occupational categories;
- Require the FCC to report on the extent to which multi-line telephone system manufacturers and vendors have complied with Kari’s Law, which Senator Klobuchar worked to pass into law in 2018 and requires the manufacturers of multi-line telephone systems to create systems that allow callers to reach 9-1-1 without dialing a prefix or postfix.
Klobuchar has long advocated for improving the 9-1-1 system. In 2018, Kari’s Law, bipartisan legislation led by Klobuchar and Senator Deb Fischer (R-NE), was signed into law. It requires the manufacturers of multi-line telephone systems (MLTS) to create systems that allow callers to reach 9-1-1 without dialing a prefix or postfix and on-site notification to make it easier for first responders to locate 9-1-1 callers in large buildings. Klobuchar and former Senator Richard Burr (R-NC) first introduced the Supporting Accurate Views of Emergency Services (911 SAVES) Act in 2019, and the Emergency Reporting Act in 2020.
MIL OSI USA News –
February 28, 2025
MIL-OSI USA: Sens. Markey, Padilla, Warnock Lead Colleagues in Demanding Answers About EPA Clean School Bus Program Funds Freeze
US Senate News:
Source: United States Senator for Massachusetts Ed Markey

Letter Text (PDF)

Washington (February 27, 2025) – Senators Edward J. Markey (D-Mass.), Alex Padilla (D-Calif.), and Raphael Warnock (D-Ga.) led a letter with fifteen colleagues to Environmental Protection Agency (EPA) Administrator Lee Zeldin today, requesting information about the status of the distribution of Clean School Bus program funding to recipients with signed agreements and urging the EPA to immediately release any withheld funding.

In the letter, the lawmakers write, “To provide these health and cost savings benefits to our children and continue supporting the boom in electric bus manufacturing that is creating good-paying jobs across the country, the EPA must implement the Clean School Bus program as Congress directed. Following your confirmation hearing, you committed to the continued implementation of this program when you responded: ‘I commit to following the law. I cannot prejudge the outcome of any particular policy review.’ Recognizing that Congress authorizes and appropriates federal funding—and explicitly established the Clean School Bus program through a bipartisan vote— it is your duty to implement the program and ensure program awardees have confidence in working with the EPA and are receiving funding.”

The letter is signed by Senators Jeff Merkley (D-Ore.), Jon Ossoff (D-Ga.), Ron Wyden (D-Ore.), Mazie Hirono (D-Hawaii), Jeanne Shaheen (D-N.H), Gary Peters (D-Mich.), Bernie Sanders (I-Vt.), Catherine Cortez Masto (D-Nev.), Patty Murray (D-Wash.), Michael Bennet (D-Colo.), Mark Warner (D-Va.), Cory Booker (D-N.J.), Elizabeth Warren (D-Mass.), Richard Blumenthal (D-Conn.), and Sheldon Whitehouse (D-R.I.).

The lawmakers request the following information by March 6, 2025:
1. For both rebates and grants under the Clean School Bus program, what is the status of the disbursement of already obligated funds to recipients?
1. On what legal basis did the EPA end its disbursement of already obligated funds for the program? Please identify the authority under which the EPA cut off funding.
1. If the disbursement of any obligated Clean School Bus Program grants and rebates currently remains frozen for any awardees, when will it resume? If you cannot provide a date, please explain why, including the legal basis for not resuming disbursements and an explanation of the EPA’s grant and rebate-review process.
1. Will you commit to following the law by obligating the remaining Clean School Bus program grants and rebates that have yet to be awarded, or that have been awarded but not yet disbursed, through FY2026?
MIL OSI USA News –
February 28, 2025
MIL-OSI USA: Ahead of Confirmation Vote for Sec. of Education Linda McMahon, Senator Markey Introduces Legislation to Protect Federal Funding for Public Schools

US Senate News:

Source: United States Senator for Massachusetts Ed Markey
Bill Text (PDF)
Washington (Feb 27, 2025) – Senator Edward J. Markey (D-Mass.), member of the Senate Health, Education, Labor, and Pensions (HELP) Committee, today introduced legislation to protect federal funding for public schools during the length of the Trump administration. The No Cuts to Public Schools Act would safeguard funds that allow public schools to serve low-income students, English learners, students with disabilities, homeless students, and students attending rural schools.
“Make no mistake – President Trump and Linda McMahon are mounting a full-scale attack on the public school system. The Trump administration and congressional Republicans want to slash public school funding and leave communities to deal with the fallout,” said Senator Markey. “Public schools are the cornerstones of our communities, the equalizers of opportunity and sources of hope for students, and the bedrock of our democracy. Federal funding to public schools must be protected from Trump’s pro-privatization, anti-student agenda.”
“Public schools are the latest battleground in the Trump administration’s war between the billionaires and regular working people. We need federal policy that puts kids first and creates opportunities and pathways to a better life. It will take decades for our families, our educators, our economy, our democracy and our nation’s standing to recover from this reckless and thoughtless destruction of public education in America,” said American Federation of Teachers Massachusetts President Jessica Tang. “Educators know dismantling the Department of Education and slashing federal funding or replacing them with block grants would be catastrophic, especially for the Commonwealth’s most vulnerable children – like the over 183,000 students with disabilities receiving support through IDEA, the over 41,000 infants and toddlers who receive Early Intervention, and the hundreds of schools with disproportionate levels of low-income students that rely on $206 million in Title I funding. Without intervention, we stand to lose generations of students who will be left behind.”
“One of America’s greatest achievements is providing universal public education to every inhabitant in the country. Educating our populace is the source of this nation’s collective economic, cultural, and civic strength. And it takes a broad commitment across local, state and federal governments to provide universal public education,” said Max Page, President of the Massachusetts Teachers Association. “Public schools depend on federal funds, especially in guaranteeing quality education for those who need the support the most – low-income students, students with disabilities, English-language learners, and many more. We heard the nominee for Secretary of Education say that there is no intention by the Trump administration to cut funding for public schools. Thus, we expect – and urge – Congress to show strong bipartisan support for the No Cuts to Public Schools Act so that we can protect our beloved and essential public schools.”
“Federal funding is critical for daily educational opportunities for our children. Currently, 10% of Massachusetts public school funding comes from federal programs. Across the Commonwealth, school committees and school administrations are grappling with historic inflationary pressures and increased costs,” said Jason Fraser, Title of the Massachusetts Association of School Committees. “School districts are struggling just to maintain level-service budgets. Any decrease in federal funding for public education would be devastating to public school students whose futures depend on it.”
The No Cuts to Public Schools Act requires Congress to appropriate federal formula funding for education at Fiscal Year 2024 levels or higher through Fiscal Year 2027. In Fiscal Year 2024 in Massachusetts, the Department of Education provided more than $720 million to support 1,800 K-12 schools and more than 926,000 students, including:
$366 million in annual funding for 182,000 students with disabilities – reflecting 20 percent of Massachusetts’s student population;
$289 million in annual funding for schools enrolling 425,000 students from low-income backgrounds – reflecting 46 percent of Massachusetts’s student population;
$20.5 million in annual funding for about 97,000 English learners – reflecting 10 percent of Massachusetts’s student population;
$1.5 million in annual funding for students enrolled in rural schools; and
$812,000 in annual funding to support children living on military bases or Native American reservations.
Linda McMahon, President Trump’s nominee to serve as Secretary of Education, was voted out of the HELP Committee on Thursday, February 20th, along party lines, 12-11. At her hearing before the HELP Committee, Senator Markey questioned McMahon on whether or not she would commit to cutting public education if Donald Trump directed her to do so. McMahon refused to answer. Her nomination is expected to come to a vote of the full Senate in coming days.
On February 6, 2024, Senator Markey led members of the Massachusetts congressional delegation, the Massachusetts Teachers Association, American Federation of Teachers Massachusetts, Massachusetts Association of School Committees, and Massachusetts Association of School Superintendents in a joint statement after President Trump vowed to dismantle the Department of Education.

MIL OSI USA News –

February 28, 2025
MIL-OSI USA: Cornyn on Progress Made to Enact President Trump’s America First Agenda

US Senate News:

Source: United States Senator for Texas John Cornyn

WASHINGTON – Today on the floor, U.S. Senator John Cornyn (R-TX) discussed the importance of Congress continuing to make progress on enacting President Trump’s America First agenda, including securing the border, shoring up our national defense, extending the Trump tax cuts, and reining in frivolous spending and our national debt, after both the House and Senate passed budget resolutions. Excerpts of Sen. Cornyn’s remarks are below, and video can be found here.

“A lot of ink has been spilled on the mechanics of the process, talking about budget resolutions, reconciliation instructions, and things that are gibberish to most Americans.”

“What is most important is to keep our eye on the prize, what we’re actually trying to accomplish.”

“The human and drug trafficking facilitated by the Biden administration’s open border policies have caused immeasurable suffering to the people of Texas and the people of the nation.”

“Now it’s up to us to right the ship by enacting President Trump’s border security agenda.”

“If Congress fails to extend the tax cuts championed by President Trump in his first term and passed by Republican majorities in the House and Senate, Americans will face the highest tax increase in recent history. A family of four making around $80,000 a year will see a $1,700 a year tax hike if these provisions expire.”

“We have to begin the process of getting our spending and debt under control in order to get a grip on the historic runaway inflation caused by President Biden and Washington Democrats’ reckless spending sprees.”

“At the end of the day, what matters is not whether the talking heads in the media or people across the country see this as a Senate bill or a House bill – that’s inconsequential. What matters is that it is President Trump’s agenda that we are implementing, as mandated by the American people last November 5th.”

“We need to get this across the finish line to secure the border, to provide for the common defense, to avoid a massive tax increase on middle class families, and get our national debt under control once and for all.”

MIL OSI USA News –

February 28, 2025
MIL-OSI USA: SEC Charges Justinas Butkus with Orchestrating $4 Million Fraud

Source: Securities and Exchange Commission

Butkus used fraudulent investment firms TBO Capital and Gray Capital to scam investors

The Securities and Exchange Commission today filed charges against Justinas Butkus, of Lithuania, and two companies he owned and controlled, HMC Trading LLC and HMC Management LLC, for fraudulently raising approximately $4.1 million from 64 investors by selling interests in mutual funds that did not exist.

As alleged in the SEC’s complaint, in late 2021, Butkus, under the alias Darius Karpavicius, operated fictitious investment firms TBO Capital Group and Gray Capital Group and offered investors shares in sham mutual funds through the firms’ websites, a press release, and internet advertisements, all of which made numerous materially false and misleading statements. According to the complaint, these websites and other materials falsely stated, among other things, that the TBO Capital and Gray Capital mutual funds were managed by industry professionals with decades of experience and achieved years of high-yield investment returns. In reality, the complaint alleges, the managers did not exist, their biographies were fake, and TBO Capital Group and Gray Capital Group never made any investments. Rather, as alleged, the entire operation was a fraud run by Butkus to enrich himself. Butkus allegedly used some of the investors’ money to operate his fraudulent scheme, but stole most for his personal benefit, such as dining at restaurants, cash withdrawals, and crypto asset purchases.

“Butkus’ conduct was egregious: He went to great lengths to defraud unsuspecting investors using sophisticated websites, internet advertisements, and an alias complete with a doctored passport,” said Samuel Waldon, Acting Director of the SEC’s Division of Enforcement. “This case underscores the SEC’s unwavering commitment to hold individuals accountable for engaging in fraud that harms retail investors.”

The SEC is refiling this action, which it voluntarily dismissed on January 11, 2024, against Butkus’s alias, “Darius Karpavicius,” through a dismissal without prejudice.

The complaint, filed in federal court in Manhattan, charges Butkus, HMC Trading LLC, and HMC Management LLC with violating the registration and antifraud provisions of the federal securities laws and names another Butkus-controlled entity, DK Auto LLC, as a relief defendant. The SEC seeks permanent injunctive relief, disgorgement with prejudgment interest, and civil penalties against each of the defendants. It also seeks disgorgement with interest from the relief defendant.

The SEC’s investigation was conducted by Benjamin Vaughn, Katherine H. Stella, and Andrea Fox with assistance from the Division of Enforcement’s Office of Investigative and Market Analytics. It was supervised by Peter Rosario, George Bagnall, and Stacy L. Bogert. The litigation will be led by Peter Lallas and supervised by James Connor. The SEC appreciates the assistance of Homeland Security Investigations’ New York Field Office and the U.S. Attorney’s Office for the Southern District of New York.

MIL OSI USA News –

February 28, 2025
MIL-OSI USA: Museum of the Albemarle to Host Final Moonshine and Motorsports Concert March 29

Source: US State of North Carolina

Headline: Museum of the Albemarle to Host Final Moonshine and Motorsports Concert March 29

Museum of the Albemarle to Host Final Moonshine and Motorsports Concert March 29
jejohnson6
Thu, 02/27/2025 – 15:40

The finale in a special series of concerts celebrating North Carolina’s unique story of moonshine and motorsports will take place March 29 at the Museum of the Albemarle in Elizabeth City, N.C.

The concert will feature Tar Heel legend of Americana, Jim Lauderdale, the iconic bluegrass combo, the Kruger Brothers with special guest Jonah Horton, along with the Nest of Singing Birds.

Inspired by the Moonshine and Motorsports Trail developed by the North Carolina Department of Natural and Cultural Resources (DNCR), this North Carolina Museum of History-sponsored series has blended music with storytelling as it moved from Raleigh to Charlotte to Elizabeth City, highlighting the historic places on that very trail.

Tickets can be purchased through this link (https://www.eventbrite.com/e/moonshine-and-motorsports-music-museum-of-the-albemarle-tickets-964317308027?aff=oddtdtcreator).

For accessibility accommodations, please contact the Museum of the Albemarle at (252) 353-1453.

About Jim Lauderdale
At any given time, you’re likely to find Jim Lauderdale making music, whether he’s laying down a new track in the studio or working through a spontaneous melody at his home in Nashville. And if he’s not actively crafting new music, he’s certainly thinking about it. “It’s a constant challenge to try to keep making better and better records, write better and better songs. I still always feel like I’m a developing artist,” he says. This may be a surprising sentiment from a man who’s won two Grammys, released 37 full-length albums, and taken home the Americana Music Association’s coveted Wagonmaster Lifetime Achievement Award among other awards. But his latest album, My Favorite Place, is convincing evidence that the North Carolina native is only continuing to hone his craft.

About the Kruger Brothers
Born and raised in Europe, brothers Jens and Uwe Kruger started singing and playing instruments at a very young age. Growing up in a family where music was an important part of life, they were exposed to a wide diversity of musical influences. The brothers were performing regularly by the time they were eleven and twelve years old, and they began their professional career in 1979. Several years later the brothers teamed up with bass player Joel Landsberg, forming a trio that has been playing professionally together since 1995. Together, they established the incomparable sound that the Kruger Brothers are known for today. The trio moved to the United States in 2002 and is based in Wilkesboro, N.C.

About the Nest of Singing Birds
Sheila Kay Adams is a 7th generation ballad singer, storyteller, and banjo player. She is a recipient of the National Heritage Fellowship from the National Endowment of the Arts and the North Carolina Heritage Award. Her daughter, Melanie Rice, along with Donna Ray Norton are 8th generation ballad singers. They will be performing with old-time traditional fiddle player, William Ritter.

About the North Carolina Department of Natural and Cultural Resources
The N.C. Department of Natural and Cultural Resources (DNCR) manages, promotes, and enhances the things that people love about North Carolina – its diverse arts and culture, rich history, and spectacular natural areas. Through its programs, the department enhances education, stimulates economic development, improves public health, expands accessibility, and strengthens community resiliency.

The department manages over 100 locations across the state, including 27 historic sites, seven history museums, two art museums, five science museums, four aquariums, 35 state parks, four recreation areas, dozens of state trails and natural areas, the North Carolina Zoo, the State Library, the State Archives, the N.C. Arts Council, the African American Heritage Commission, the American Indian Heritage Commission, the State Historic Preservation Office, the Office of State Archaeology, the Highway Historical Markers program, the N.C. Land and Water Fund, and the Natural Heritage Program. For more information, please visit www.dncr.nc.gov.

Feb 25, 2025

MIL OSI USA News –

February 28, 2025
MIL-OSI USA: SECU Foundation Awards $2 Million Grant to Support Expansion of the North Carolina Aquarium at Fort Fisher

Source: US State of North Carolina

Headline: SECU Foundation Awards $2 Million Grant to Support Expansion of the North Carolina Aquarium at Fort Fisher

SECU Foundation Awards $2 Million Grant to Support Expansion of the North Carolina Aquarium at Fort Fisher
jejohnson6
Thu, 02/27/2025 – 15:38

KURE BEACH

SECU Foundation has awarded a $2 million capital grant to the North Carolina Aquarium Society, contributing to the expansion of the North Carolina Aquarium at Fort Fisher (NCAFF). The development project will increase the interactive space at the state’s most visited aquarium and include a new education center to serve North Carolina students.

Operated under the North Carolina Department of Natural and Cultural Resources, the North Carolina Aquariums include three aquariums and Jennette’s Pier. They welcome more than 1.4 million visitors annually. About 500,000 of those guests visit NCAFF, including tens of thousands of students, who visit on field trips. Through engaging and immersive educational activities, the Aquariums foster a deeper understanding and connection to aquatic environments with the hope that visitors are inspired to protect them.

“We are so pleased to be a part of the expansion of the North Carolina Aquarium at Fort Fisher,” said SECU Foundation Board Vice Chair Mona Moon. “With the SECU Foundation grant and the support of many others in the community, improvements made to this landmark Aquarium will propel it to a world-class facility for our state. With a new education center and other exciting additions to be announced later this year, even more visitors from all corners of our state and beyond can engage with our coastal ecosystems and aquatic environments.”

“On behalf of the North Carolina Aquarium Society, we are immensely grateful for this generous grant from the SECU Foundation,” said Society Board Chair Drew Covert. “Among other exciting renovation plans, this grant will fund the creation of a new educational center – one that extends beyond the Aquarium walls to provide truly immersive experiences for students in North Carolina who need it most.”

“We are honored to have the ongoing support of the North Carolina Aquarium Society and their important collaborative work with partners like the SECU Foundation to bolster the North Carolina Aquariums,” said North Carolina Aquarium Division Director Hap Fatzinger. “The North Carolina Aquarium at Fort Fisher renovation and expansion is the most consequential project since the creation of the marine resource centers nearly 50 years ago. We are excited for what’s ahead and the lasting impact this will have on our state.”

About SECU and SECU Foundation

A not-for-profit financial cooperative owned by its members, and federally insured by the National Credit Union Administration (NCUA), SECU has been providing employees of the state of North Carolina and their families with consumer financial services for 87 years. SECU is the second largest credit union in the United States with $53 billion in assets. It serves more than 2.8 million members through 275 branch offices, 1,100 ATMs, Member Services Support via phone, www.ncsecu.org, and the SECU Mobile App. The SECU Foundation, a 501(c)(3) charitable organization funded by the contributions of SECU members, promotes local community development in North Carolina primarily through high-impact projects in the areas of housing, education, healthcare, and human services. Since 2004, SECU Foundation has made a collective financial commitment of over $300 million for initiatives to benefit North Carolinians statewide.

About North Carolina Aquarium Society

The North Carolina Aquarium Society is a nonprofit (501c3) organization dedicated to supporting the North Carolina Aquariums through private fundraising, membership, and revenue generation. Established in 1986, the Society partners with the Aquariums to enhance exhibits, animal care, education programs, and conservation initiatives beyond what state funding provides.

Feb 26, 2025

MIL OSI USA News –

February 28, 2025
MIL-OSI USA: North Carolina Rice Festival to Highlight Gullah-Geechee Culture and Heritage at Brunswick Town/Fort Anderson State Historic Site

Source: US State of North Carolina

Headline: North Carolina Rice Festival to Highlight Gullah-Geechee Culture and Heritage at Brunswick Town/Fort Anderson State Historic Site

North Carolina Rice Festival to Highlight Gullah-Geechee Culture and Heritage at Brunswick Town/Fort Anderson State Historic Site
jejohnson6
Thu, 02/27/2025 – 15:31

On Saturday, March 8, Brunswick Town/Fort Anderson State Historic Site will host the North Carolina Rice Festival. The festival celebrates how rice and Gullah-Geechee culture shaped the North Carolina Lowcountry.

The festival will feature over 70 vendors and three stage areas offering lectures, storytelling, children’s crafts, and live music. A full event schedule is available at www.northcarolinaricefestival.org. Festivities will kick off at 9:30 a.m. with the Gullah-Geechee community riverwalk processional. The event ends at 5:30 p.m.

Admission to the festival is free. Parking is available at the state historic site at 8884 St. Philip’s Rd SE in Winnabow. Shuttles will be available to transport visitors from parking locations to the visitor center. No pets are allowed except for service animals.

About Brunswick Town/Fort Anderson State Historic Site
Brunswick Town/Fort Anderson State Historic Site is a major pre-Revolutionary port on North Carolina’s Cape Fear River, Brunswick was abandoned and burned during the American Revolution and never fully recovered. During the Civil War, Fort Anderson was constructed atop the old village site, and served as part of the Cape Fear River defenses below Wilmington before the fall of the Confederacy. Colonial foundations dot the present-day tour trail, which crosses the earthworks of the Confederate fort. The site is located at 8884 St. Philip’s Rd SE, Winnabow, NC 28479. For more information, visit https://historicsites.nc.gov/all-sites/brunswick-town-and-fort-anderson/plan-your-visit or call (910) 371-6613.

About the North Carolina Department of Natural and Cultural Resources
The N.C. Department of Natural and Cultural Resources (DNCR) manages, promotes, and enhances the things that people love about North Carolina – its diverse arts and culture, rich history, and spectacular natural areas. Through its programs, the department enhances education, stimulates economic development, improves public health, expands accessibility, and strengthens community resiliency.

The department manages over 100 locations across the state, including 27 historic sites, seven history museums, two art museums, five science museums, four aquariums, 35 state parks, four recreation areas, dozens of state trails and natural areas, the North Carolina Zoo, the State Library, the State Archives, the N.C. Arts Council, the African American Heritage Commission, the American Indian Heritage Commission, the State Historic Preservation Office, the Office of State Archaeology, the Highway Historical Markers program, the N.C. Land and Water Fund, and the Natural Heritage Program. For more information, please visit www.dncr.nc.gov.

Feb 26, 2025

MIL OSI USA News –

February 28, 2025
MIL-OSI USA: Bentonville Battlefield Anniversary Event Set for March 15-16

Source: US State of North Carolina

Headline: Bentonville Battlefield Anniversary Event Set for March 15-16

Bentonville Battlefield Anniversary Event Set for March 15-16
jejohnson6
Thu, 02/27/2025 – 15:21

Experience history come alive at the Bentonville Battlefield State Historic Site 160th anniversary program March 15-16. Thousands of living historians from across the country will descend on Bentonville Battlefield for one of the nation’s largest battle reenactments.

Advanced tickets to view the daily battle reenactments are now on sale. In addition to the daily ticketed battles, spend the day exploring a host of free activities: inspect the soldier’s camps, smell period cooking, listen to lectures, tour the Harper house, learn about 19th-century medicine, shop the dozens of “sutlers” — vendors selling Civil War related items — or just relax while listening to period music. Bring the family and enjoy a day with us at Bentonville Battlefield. Concessions will be provided by numerous food truck vendors.

In 2015, about 60,000 visitors attended the two-day event commemorating the 150th anniversary of the battle. Visitors are strongly encouraged to purchase tickets well in advance of the event. Advanced tickets are $15. A discounted weekend pass is also available for $25 during advanced sales only. Tickets purchased day-of on site are $20 per day. Children aged 10 and under receive free admission.

For more information and to purchase tickets visit www.bentonvillereenactment.com. Tickets can also be purchased at Bentonville Battlefield or by calling (910) 594-0789.

We encourage the public to arrive early to avoid traffic delays. Also, bring blankets or chairs to watch the battles. Spaces are on a first-come, first-serve basis. The reenactment field will be divided into three general admission sections: front rows for sitting on the ground, middle rows for sitting in chairs, and back rows for standing. The battles begin at 2 p.m. on Saturday and 1:30 p.m. on Sunday, with the reenactment field opening two hours beforehand each day.

The 2025 event is sponsored by the Friends of Bentonville Battlefield, Inc., the Johnston County Visitors Bureau and the North Carolina Department of Natural and Cultural Resources. All proceeds from the event support Bentonville Battlefield State Historic Site.

The Battle of Bentonville, fought March 19-21, 1865, involved 80,000 troops in one of the last major actions of the war. A patched together Confederate army under the command of Joseph Johnston failed to halt Union Gen. William T. Sherman’s advance through eastern North Carolina, eventually leading to the largest Confederate surrender of the war at Bennett Place near Durham weeks later.

Bentonville Battlefield is located at 5466 Harper House Road, Four Oaks, N.C. 27524, three miles north of Newton Grove on S.R. 1008, about one hour from Raleigh and about 45 minutes from Fayetteville. For more information, visit www.nchistoricsites.org/bentonvi/bentonvi.htm or call (910) 594-0789.

About the North Carolina Department of Natural and Cultural Resources
The N.C. Department of Natural and Cultural Resources (DNCR) manages, promotes, and enhances the things that people love about North Carolina – its diverse arts and culture, rich history, and spectacular natural areas. Through its programs, the department enhances education, stimulates economic development, improves public health, expands accessibility, and strengthens community resiliency.

The department manages over 100 locations across the state, including 27 historic sites, seven history museums, two art museums, five science museums, four aquariums, 35 state parks, four recreation areas, dozens of state trails and natural areas, the North Carolina Zoo, the State Library, the State Archives, the N.C. Arts Council, the African American Heritage Commission, the American Indian Heritage Commission, the State Historic Preservation Office, the Office of State Archaeology, the Highway Historical Markers program, the N.C. Land and Water Fund, and the Natural Heritage Program. For more information, please visit www.dncr.nc.gov.

Feb 27, 2025

MIL OSI USA News –

February 28, 2025
MIL-OSI USA: 2025 Women’s History Month Programs Planned

Source: US State of North Carolina

Headline: 2025 Women’s History Month Programs Planned

2025 Women’s History Month Programs Planned
jejohnson6
Thu, 02/27/2025 – 15:29

Throughout March, in celebration of Women’s History Month, agencies within the N.C. Department of Natural and Cultural Resources will showcase the remarkable contributions of North Carolina women through special programs and exhibits.

Wednesdays and Saturdays throughout March, 10-11 a.m., Women of Somerset Place Tour — Learn about some of the remarkable women who lived and worked at Somerset Place. The 60-minute special tour will focus on the contributions that enslaved and free women made to the development, maintenance, and infrastructure of Somerset Place. The tour will be offered to commemorate Women’s History Month. Guided tour fees of $2 for adults $1 for children are applicable. Group reservations are required for groups of 15 or more.

March 1, 8, 15, 22, 29, 10 a.m. and 1 p.m., Charlotte Hawkins Brown Museum: Dr. Brown and Women’s Suffrage Tours — Take a tour of Canary Cottage and learn about Dr. Charlotte Hawkins Brown and the fight towards equal and women’s right to vote. These tours are offered on Saturdays in March. Registration for this event can be found at the link here (https://www.eventbrite.com/e/dr-brown-and-the-womens-suffrage-movement-tickets-1249327294569?aff=ebdsshcopyurl&utm-campaign=social&utm-content=attendeeshare&utm-medium=discovery&utm-term=listing&utm-source=cp). Registration is not a purchase of tickets. Tickets must be purchased in person on the day of the tour at the visitor center. Ticket prices are $2/adult (13-64 years), $1/adult (65+), and $1/child (12 and under).

March 7, 6-8:30 p.m., CSS Neuse Museum: Female Spy Dinner Theater — Experience the captivating story of Rose O’Neal Greenhow, brought to life by Emily Lapisardi. This remarkable tale of a Confederate female spy promises to enthrall and engage. Dinner and dessert will precede the presentation. This program is appropriate for ages 12 and up. Tickets are $35 per person. The deadline to register is Feb. 28, at 7 p.m. Limited to 100 guests. Ticket link: https://lp.constantcontactpages.com/ev/reg/53t36wd/lp/89be23c6-4d63-423b-9c47-266338e53a59. For more information, please email cssneusegba@gmail.com or call 252-526-9600, ext. 222. This event is hosted by the Friends of the CSS Neuse Museum.

March 8, 8 p.m., North Carolina Museum of Art Film & Lecture: “Song for Imogene” is a film from female-founded and run North Carolina production company, Honey Head Films. The showing will include an artist talk with the director/writer and lead actress. Tickets $10, $5 for Members.

March 13, noon-1 p.m., State Archives: History for Lunch, “Where Did All the Midwives Go?: Statistical Authority in the Regulation of Midwifery in North Carolina, 1900-1940.” — Register in advance for online participation at https://www.zoomgov.com/webinar/register/WN_ag8T1464Q9igwmEL2k69vg#/registration For more information, contact Adrienne Berney, adrienne.berney@dncr.nc.gov; 919-814-6863.

March 19, Noon-1 p.m., Museum of the Albemarle History for Lunch: Harriet Jacobs, A Woman of Conscience — Amanda Irvin, program coordinator at Historic Edenton State Historic Site, will tell the tragic and inspiring tale of Harriet Jacobs, a woman forced to work in the household of an abusive enslaver. After years of threats to herself and her children, Jacobs self-emaciated and hid in the roof space of her grandmother’s house for nearly seven years before her chance to escape via the Maritime Underground Railroad. Discover the story of a woman determined to fight for herself, her children, and later, for others. For additional information, contact Lori Meads at lori.meads@dncr.nc.gov.

March 21, 10 a.m.-4:30 p.m., North Carolina Maritime Museum in Beaufort: N.C. Whales and Whaling Symposium — The history, biology, conservation, and pedagogy of whales and whaling specific to North Carolina will be covered during the North Carolina Maritime Museum’s annual Whales and Whaling Symposium. This year’s symposium, which features an all-female lineup of speakers, will be held at Fort Macon State Park. The program is free. However, pre-registration required due to limited seating; you must register for each program that you plan on attending individually. Register online at ncmaritimemuseumbeaufort.com or by calling 252-504-7758.

March 29, 10 a.m.-3 p.m., North Carolina Maritime Museum at Southport: Deep Dive Into History: “Stitching the 18th Century” — Join museum educators as they focus on the role and creation of clothing in the 18th century: how it defined your status, gender, and even occupation. Visitors will have the opportunity to interact with a mantua maker (a female-only occupation) as she drafts a gown in a day. There will be a variety of clothing on display for visitors to touch and try on during the drop-in program. It is part of the museum’s Deep Dive series, a program designed to give visitors a deeper understanding of our shared past through costumed interpretation. Each Deep Dive will delve into a specific theme in Lower Cape Fear and maritime history.

About the North Carolina Department of Natural and Cultural Resources
The N.C. Department of Natural and Cultural Resources (DNCR) manages, promotes, and enhances the things that people love about North Carolina – its diverse arts and culture, rich history, and spectacular natural areas. Through its programs, the department enhances education, stimulates economic development, improves public health, expands accessibility, and strengthens community resiliency.

The department manages over 100 locations across the state, including 27 historic sites, seven history museums, two art museums, five science museums, four aquariums, 35 state parks, four recreation areas, dozens of state trails and natural areas, the North Carolina Zoo, the State Library, the State Archives, the N.C. Arts Council, the African American Heritage Commission, the American Indian Heritage Commission, the State Historic Preservation Office, the Office of State Archaeology, the Highway Historical Markers program, the N.C. Land and Water Fund, and the Natural Heritage Program. For more information, please visit www.dncr.nc.gov.

Feb 27, 2025

MIL OSI USA News –

February 28, 2025
MIL-OSI USA: Attorney General Bonta Secures Favorable Court Decision on Affordable Housing Project in Goleta
Source: US State of California

Thursday, February 27, 2025

Contact: (916) 210-6000, agpressoffice@doj.ca.gov
Court sides with Attorney General’s position on project

OAKLAND — California Attorney General Rob Bonta today released a statement in response to the Santa Barbara County Superior Court’s decision requiring the City of Goleta to accept and process a preliminary application for a proposed affordable housing project by the Shelby Family Partnership. The project at issue would create 56 single-family homes, 13 of which would be affordable to lower-income households. A preliminary application is one submitted under the Housing Crisis Act of 2019 (Senate Bill 330). Senate Bill 330 allows anyone trying to build housing to “freeze” the standards applicable to their project by submitting an application that contains certain specified information.

“The ruling by the Santa Barbara County Superior Court is unambiguous: Goleta must allow the application to move forward,” said Attorney General Bonta. “I urge the city to do so without any further delay, as required by our state housing laws. My office will continue to monitor the situation closely. Desperately needed affordable housing is at stake here.”

On December 20, 2024, Attorney General Bonta filed an amicus brief in support of the project. In the brief, Attorney General Bonta underscored, among other things, that:
- At a time when Goleta lacked a legally compliant housing plan in 2023, the Shelby Family Partnership filed an application under Senate Bill 330 amending its previous application to include 13 affordable homes for lower-income households. Goleta refused to accept the Shelby Family Partnership’s Senate Bill 330 application on the grounds that Senate Bill 330 only applies to “new” projects. Attorney General Bonta argued that Senate Bill 330 is not limited only to “new” development projects and does not foreclose applicants from amending their project to avail themselves of its protections.
- On December 5, 2023, Goleta unlawfully stated that it was “returning” the preliminary application without further explanation. Attorney General Bonta argued that local governments cannot disapprove qualifying housing development projects, except in narrowly defined circumstances and after making specific written findings.
A copy of the court’s order, which sides with the positions outlined above by Attorney General Bonta, can be found here.
# # #

MIL OSI USA News –
February 28, 2025
MIL-OSI Security: Dominican national, deported six times previously, sentenced to over 15 years in prison for trafficking fentanyl and heroin

Source: Office of United States Attorneys

RICHMOND, Va. – A national of the Dominican Republic was sentenced today to 15 years and eight months in prison for possession with intent to distribute fentanyl and heroin and illegally reentering the United States after a felony conviction.

According to court documents, on Jan. 18, 2024, a Trooper with the Virginia State Police (VSP) pulled over Gregorio Gustavo DeJesus Santos on I-85 in Mecklenburg County. During that traffic stop, a narcotics canine alerted to the odor of narcotics. VSP searched the car and found a hidden compartment under the passenger seat that extended into the back seat area. The compartment was empty. The Trooper released DeJesus Santos.

Shortly after arriving in North Carolina, DeJesus Santos traveled back into Virginia, where law enforcement stopped the vehicle for a traffic infraction and, again, a narcotics canine alerted to the presence of narcotics in the vehicle. While searching the vehicle, law enforcement located two packages in the hidden compartment. One of the packages contained 200 grams of fentanyl and the other contained 293 grams of a mixture of fentanyl and heroin.

DeJesus Santos acknowledged as part of his guilty plea that he obtained and redistributed at least three additional kilograms of fentanyl.

DeJesus Santos had been found in the United States and removed on six previous occasions, beginning in 1996 and most recently on Oct. 18, 2022, after he had been convicted of a felony drug charge in federal court in the Southern District of New York and released from prison.

Erik S. Siebert, U.S. Attorney for the Eastern District of Virginia; Christopher Heck, Acting Special Agent in Charge of Immigration and Customs Enforcement Homeland Security Investigations (ICE HSI) Washington, D.C.; and Col. Matt Hanley, Superintendent of Virginia State Police, made the announcement after sentencing by U.S. District Judge David J. Novak.

Assistant U.S. Attorneys Angela Mastandrea and Patrick J. McGorman prosecuted the case.

A copy of this press release is located on the website of the U.S. Attorney’s Office for the Eastern District of Virginia. Related court documents and information are located on the website of the District Court for the Eastern District of Virginia or on PACER by searching for Case No. 3:24-cr-88.

MIL Security OSI –

February 28, 2025
MIL-OSI Security: Former Fort Cavazos Soldier Sentenced to More Than 16 Years in Federal Prison for Attempted Murder

Source: Office of United States Attorneys

DEL RIO, Texas – A former soldier was sentenced in a federal court in Del Rio to 200 months in prison for the attempted murder of another soldier while he was stationed at Fort Hood (now Fort Cavazos) in June 2000.

According to court documents, Allen Houston James, 46, of Suffolk, Virginia, entered the barracks room of another soldier while she was sleeping and attempted to rape her at knifepoint. The victim resisted and was repeatedly stabbed. After James left the room, she escaped and reported the incident before she was taken to the hospital for emergency surgery for stab wounds. Medical records revealed that one of the victim’s neck wounds was within millimeters of her jugular vein and penetrated from the front to the back, nearly reaching her spine. As a result of the stabbing, the victim sustained permanent nerve damage.

When a DNA profile did not produce a match and a suspect was not identified, the case went cold until 2019. Through new DNA analysis by the United States Army Criminal Investigation Laboratory (USACIL), the Department of the Army Criminal Investigation Division (CID) was able to identify James as the perpetrator and locate him while he was stationed at Fort Belvoir, Virginia in March 2021.

James was indicted July 13, 2021 for one count of attempt to commit murder and arrested the following day in the Eastern District of Virginia. He was transferred to Waco July 19, 2021, then reassigned to Chief Judge Alia Moses in Del Rio Nov. 13, 2023. James was found guilty by jury trial on Feb. 23, 2024.

Acting U.S. Attorney Margaret Leachman for the Western District of Texas made the announcement.

Army CID investigated the case.

Assistant U.S. Attorneys Mark Frazier, Mary Kucera and former Assistant U.S. Attorney Siddharth Dadhich prosecuted the case.

###

MIL Security OSI –

February 28, 2025
MIL-OSI: Diginex Limited Announces Relocation of Headquarters to London as Cornerstone for Global Expansion

Source: GlobeNewswire (MIL-OSI)

LONDON, Feb. 27, 2025 (GLOBE NEWSWIRE) — Diginex Limited (“Diginex Limited” or the “Company”) (Nasdaq: DGNX), an impact technology company specializing in environmental, social, and governance (ESG) issues, today announced that the Company will relocate its corporate headquarters to London, the United Kingdom, as part of its centralizing leadership to execute its strategic growth plans. On February 26, 2025, the Company signed a lease for office space with International Workplace Group for 18 months at 25 Wilton Road, Victoria, London, Greater London, SW1V 1LW, United Kingdom commencing on April 1, 2025, underscoring its commitment to establishing a strong base in one of the world’s leading financial hubs.

By establishing its headquarters in London, Diginex Limited aims to enhance access to global financial markets, expand business operations, and strengthen opportunities for strategic partnerships and acquisitions in the European market and beyond. The upcoming move follows the Company’s recent cross-listing on the Frankfurt Stock Exchange (Open Market) and the Tradegate Exchange under the symbol “I0Q” as of February 20, 2025, as well as its engagement with German-based investor relations firm, Kirchhoff Consult GmbH.

Diginex Limited’s Chief Executive Officer, Mark Blick, will relocate to London to lead the Company’s expansion in the region. The Company’s executive leadership team comprises of six senior leaders, including four British executives, one German, and one Swiss. The Company plans to hire additional senior executives in London to further support its growing operations and drive strategic initiatives. This decision strengthens Diginex Limited’s leadership presence in the European market, which has become an increasingly important region for its growth strategy. With this shift, Diginex Limited expects to be better positioned to intensify its focus on mergers and acquisitions across Europe and the United States, allowing key executives to be closer to potential M&A target companies and emerging opportunities.

“We believe relocating our corporate headquarters to London is a welcome milestone in our strategic plan to grow by acquisition and places key executives closer to the company’s external M&A partners thus encouraging greater efficiency and more fluid decision making,” said Miles Pelham, Chairman of Diginex Limited. “This move strengthens our ability to engage with global investors, expand our leadership team, and accelerate future growth. With sustainability and regulatory frameworks playing a growing role in corporate governance, the relocation makes it easier to engage directly with organizations operating under the ISSB (International Sustainability Standards Board) and the CSRD (Corporate Sustainability Reporting Directive) frameworks.”

As Diginex Limited continues its expansion, the Company remains dedicated to driving innovation in ESG solutions, supporting businesses in navigating regulatory landscapes, and delivering value to global clients across Europe, North America and Asia.

About Diginex Limited

Diginex Limited is a Cayman Islands exempted company, with subsidiaries located in Hong Kong, the United Kingdom and the United States of America. Diginex Limited conducts operations through its wholly owned subsidiary Diginex Solutions (HK) Limited, a Hong Kong corporation (“DSL”) and DSL is the sole owner of (i) Diginex Services Limited, a corporation formed in the United Kingdom and (ii) Diginex USA LLC, a limited liability company formed in the State of Delaware. DSL commenced operations in 2020, and is a software company that empowers businesses and governments to streamline ESG, climate, and supply chain data collection and reporting. DSL is an impact technology business that helps organizations address the some of the most pressing ESG, climate and sustainability issues, utilizing blockchain, machine learning and data analysis technology to lead change and increase transparency in corporate social responsibility and climate action.

Diginex’s products and services solutions enable companies to collect, evaluate and share sustainability data through easy-to-use software. For more information, please visit the Company’s website: https://www.diginex.com/.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s filings with the SEC.

For investor and media inquiries, please contact:

Diginex
Investor Relations
Email:ir@diginex.com

European IR Contact
Jens Hecht
Phone: +49.40.609186.82
Email:jens.hecht@kirchhoff.de

US IR Contact
Jackson Lin
Lambert by LLYC
Phone: +1 (646) 717-4593
Email: jian.lin@llyc.global

The MIL Network –

February 28, 2025

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

Source: GlobeNewswire (MIL-OSI)

Cash Generation of $34 million in Q4 after safe harbor equipment purchases, third consecutive quarter of positive Cash Generation

Paid down $132 million of recourse debt in Q4 with excess cash

Cash Generation guidance of $200 million to $500 million in 2025

Cash Generation guidance of $40 to $50 million in Q1

Net Earning Assets increased to $6.8 billion, including $947 million of Total Cash

Storage Capacity Installed of 392 Megawatt hours in Q4, exceeding high-end of guidance range and representing 78% year-over-year growth, as storage attachment rates reach 62%

Solar Energy Capacity Installed of 242 Megawatts in Q4, within the guidance range, reaching 7.5 Gigawatts of Networked Solar Energy Capacity

SAN FRANCISCO, Feb. 27, 2025 (GLOBE NEWSWIRE) — Sunrun (Nasdaq: RUN), the nation’s leading provider of clean energy as a subscription service, today announced financial results for the fourth quarter and full year ended December 31, 2024.

“We are growing, generating meaningful cash, increasing our book value of deployed systems, and paying down debt. We are poised to further improve our operating and financial results, and deliver a very strong 2025 with meaningful Cash Generation. Our actions to optimize our product mix, prioritize the highest value geographies and routes to market and an intense focus on cost as we grow have resulted in the highest Net Subscriber Values Sunrun has ever reported,” said Mary Powell, Sunrun’s Chief Executive Officer. “We are improving in every dimension we control – focusing on fast, effective execution, delivering strong financial and operating results, gaining share in a disciplined way, while building a long-term foundation of valuable grid resources.”

“In the fourth quarter, we again set new margin records and delivered the third consecutive quarter of Cash Generation. We continue to execute well in the capital markets, raising more than $4 billion in asset-level debt and tax equity financing during 2024, and more than $800 million in non-recourse debt financing year-to-date. We have extended our runway of tax equity commitments and term sheets, including $1.3 billion added year-to-date,” said Danny Abajian, Sunrun’s Chief Financial Officer. “We have a strong balance sheet with no near-term corporate debt maturities and have paid down recourse parent debt by $186 million since March, including a $132 million paydown using excess cash in Q4. As we increase our Cash Generation, we will continue to further pay down parent recourse debt and are committed to a capital allocation strategy beyond this initial de-leveraging period that drives significant shareholder value.”

Fourth Quarter Updates

Storage Attachment Rates Reach 62%: Customer Additions with storage grew more than 50% during the quarter compared to the prior-year period. Storage attachment rates on installations reached 62% in Q4, up from 45% in the prior-year period, with 392 Megawatt hours installed during the quarter. Sunrun has installed more than 156,000 solar and storage systems, representing over 2.5 Gigawatt hours of stored energy capacity.
Continued Strong Capital Markets Execution: In January 2025, Sunrun priced a $629 million securitization of residential solar and battery systems. The securitization is Sunrun’s thirteenth securitization since 2015 and first issuance in 2025. The oversubscribed transaction was structured with three separate classes of A rated notes, only two of which were publicly offered. The weighted average spread of the notes was 197 basis points, which was an improvement of approximately 38 basis points from our prior securitization in September. Similar to prior transactions, Sunrun raised additional capital in a subordinated non-recourse financing, which increased the cumulative advance rate to above 80% as measured against the initial Contracted Subscriber Value of the portfolio.
Paying Down Recourse Debt: We continue to pay down parent recourse debt. During the fourth quarter, we repurchased $125.5 million in principal of our 2026 Convertible Notes. As of December 31, 2024 we had only $7.7 million outstanding of these notes, which we may repurchase in 2025. Since March 31, 2024 we have paid down recourse debt by $186 million, by repurchasing our 2026 Convertible Notes and reducing borrowings under our recourse Working Capital Facility. We have also increased our Total Cash balance by $164 million and grown Net Earning Assets by $1.5 billion. We expect to further pay down our recourse debt in 2025 by $100 million or more. Aside from the $7.7 million outstanding of our 2026 Convertible Notes, we have no recourse debt maturities until March 2027. Over time we will explore further capital allocation options to maximize shareholder value, based on market conditions and our long-term outlook.
Improving Grid Stability with Virtual Power Plants: During 2024, Sunrun’s virtual power plants (VPPs) successfully supported power grids across the country with a combined instantaneous peak of nearly 80 megawatts—a capacity greater than many traditional fossil-fuel power plants. These innovative programs leveraged Sunrun’s fleet of residential solar and battery systems—the largest in America—empowering customers to generate, store, and share their own solar energy. In 2024, more than 20,000 Sunrun customers participated in 16 virtual power plant programs across nine states and territories. From California and Texas to Puerto Rico and New England, the customers’ batteries supplied on-demand, stored solar energy to augment power resources during hundreds of critical energy events.

Key Operating Metrics

In the fourth quarter of 2024, Customer Additions were 32,932 including 30,709 Subscriber Additions. As of December 31, 2024, Sunrun had 1,048,842 Customers, including 889,186 Subscribers. Customers grew 12% in the fourth quarter of 2024 compared to the fourth quarter of 2023.

Annual Recurring Revenue from Subscribers was approximately $1.6 billion as of December 31, 2024. The Average Contract Life Remaining of Subscribers was 17.6 years as of December 31, 2024.

Subscriber Value was $55,811 in the fourth quarter of 2024, a 11% increase compared to the fourth quarter of 2023. Creation Cost was $36,634 in the fourth quarter of 2024, a 1% decrease compared to the fourth quarter of 2023.

Net Subscriber Value was $19,177 in the fourth quarter of 2024. Total Value Generated was $589 million in the fourth quarter of 2024. On a pro-forma basis assuming a 7.3% discount rate, consistent with capital costs observed in the quarter, Subscriber Value was $50,998 and Net Subscriber Value was $14,364 in the fourth quarter of 2024.

Gross Earning Assets as of December 31, 2024, were $17.8 billion. Net Earning Assets were $6.8 billion, which included $947 million in Total Cash, as of December 31, 2024.

Cash Generation was $34.2 million in the fourth quarter of 2024, the third consecutive quarter of positive Cash Generation.

Storage Capacity Installed was 392.0 Megawatt hours in the fourth quarter of 2024, a 78% increase compared to the fourth quarter of 2023.

Solar Energy Capacity Installed was 242.4 Megawatts in the fourth quarter of 2024, a 7% increase compared to the fourth quarter of 2023. Included in this figure is 232.0 Megawatts of Solar Energy Capacity Installed for Subscribers in the fourth quarter of 2024, an 11% increase compared to the fourth quarter of 2023.

Networked Solar Energy Capacity was 7,531 Megawatts as of December 31, 2024. Included in this figure is 6,436 Megawatts of Networked Solar Energy Capacity for Subscribers as of December 31, 2024.

Networked Storage Capacity was 2.5 Gigawatt hours as of December 31, 2024.

The solar energy systems we deployed in Q4 are expected to offset the emission of 4.8 million metric tons of CO2 over the next thirty years. Over the last twelve months ended December 31, 2024, Sunrun’s systems are estimated to have offset 4.0 million metric tons of CO2.

Outlook

Cash Generation is expected to be in a range of $40 million to $50 million in the first quarter of 2025.

For the full-year 2025, Cash Generation is expected to be in a range of $200 million to $500 million.

Storage Capacity Installed is expected to be in a range of 265 to 275 Megawatt hours in the first quarter of 2025, representing approximately 30% growth year over year at the midpoint.

Solar Energy Capacity Installed is expected to be in a range of 170 to 180 Megawatts in the first quarter of 2025, representing approximately flat year over year growth at the midpoint.

For the full-year 2025, the Company expects robust growth in Storage Capacity Installed year over year, and Solar Energy Capacity Installed is expected to be approximately flat year over year.

Fourth Quarter 2024 GAAP Results

Total revenue was $518.5 million in the fourth quarter of 2024, up $1.9 million, or 0%, from the fourth quarter of 2023. Customer agreements and incentives revenue was $388.6 million, an increase of $67.0 million, or 21%, compared to the fourth quarter of 2023. Solar energy systems and product sales revenue was $129.9 million, a decrease of $65.1 million, or 33%, compared to the fourth quarter of 2023. The increasing mix of Subscribers results in less upfront revenue recognition, as revenue is recognized over the life of the Customer Agreement, which is typically 20 or 25 years.

Total cost of revenue was $421.0 million, a decrease of 13% year-over-year. Total operating expenses were $652.6 million, a decrease of 9% year-over-year, on a pro-forma basis to exclude a non-cash goodwill impairment, which was incurred in the fourth quarter of 2024.

Net loss attributable to common stockholders was $2,813.7 million, or $12.51 per basic and diluted share for the fourth quarter of 2024. Pro forma to exclude non-cash impairment charges, results in non-GAAP net income of $360.9 million or $1.41 per diluted share for the fourth quarter of 2024.

Full Year 2024 GAAP Results

Total revenue was $2,037.7 million in the full year 2024, down $222.1 million, or 10%, from the full year 2023. Customer agreements and incentives revenue was $1,505.2 million, an increase of $318.5 million, or 27%, compared to the full year 2023. Solar energy systems and product sales revenue was $532.5 million, a decrease of $540.6 million, or 50%, compared to the full year 2023.

Total cost of revenue was $1,709.2 million, a decrease of 18% year-over-year. Total operating expenses were $2,610.8 million, a decrease of 15% year-over year, on a pro-forma basis to exclude non-cash goodwill impairment, which was incurred in both the full year 2023 and full year 2024.

During the year, Sunrun recorded a non-cash goodwill impairment charge of approximately $3.1 billion. Due to the decline in our stock price, we wrote down our goodwill balance of $3.1 billion in its entirety during the fourth quarter of 2024. The goodwill primarily arose following the stock-for-stock acquisition of Vivint Solar in October 2020, with the majority arising from and determined based on the market capitalizations at the time of the acquisition. The Company recorded a non-cash goodwill impairment charge of $3.1 billion, or $14.05 per basic share, in our Consolidated Statement of Operations for the full year 2024, which was reflected in the Company’s fourth quarter results.

Net loss attributable to common stockholders was $2,846.2 million, or $12.81 per basic and diluted share for the full year 2024. Pro-forma to exclude non-cash impairment charges, results in non-GAAP net income of $333.7 million or $1.33 per diluted share for the full-year 2024.

Financing Activities

As of February 27, 2025, closed transactions and executed term sheets provide us with expected tax equity to fund over 500 Megawatts of Solar Energy Capacity Installed for Subscribers beyond what was deployed through December 31, 2024. Sunrun also has $680 million in unused commitments available in its non-recourse senior revolving warehouse loan after the January securitization, to fund approximately 230 megawatts of projects for Subscribers.

Conference Call Information

Sunrun is hosting a conference call for analysts and investors to discuss its fourth quarter and full year 2024 results and business outlook at 1:30 p.m. Pacific Time today, February 27, 2025. A live audio webcast of the conference call along with supplemental financial information will be accessible via the “Investor Relations” section of Sunrun’s website at https://investors.sunrun.com. The conference call can also be accessed live over the phone by dialing (877) 407-5989 (toll free) or (201) 689-8434 (toll). An audio replay will be available following the call on the Sunrun Investor Relations website for approximately one month.

About Sunrun

Sunrun Inc. (Nasdaq: RUN) revolutionized the solar industry in 2007 by removing financial barriers and democratizing access to locally-generated, renewable energy. Today, Sunrun is the nation’s leading provider of clean energy as a subscription service, offering residential solar and storage with no upfront costs. Sunrun’s innovative products and solutions can connect homes to the cleanest energy on earth, providing them with energy security, predictability, and peace of mind. Sunrun also manages energy services that benefit communities, utilities, and the electric grid while enhancing customer value. Discover more at www.sunrun.com

Non-GAAP Information

This press release includes references to certain non-GAAP financial measures, such as non-GAAP net (loss) income and non-GAAP net (loss) income per share. We believe that these non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, can provide meaningful supplemental information for investors regarding the performance of our business and facilitate a meaningful evaluation of current period performance on a comparable basis with prior periods. Our management uses these non-GAAP financial measures in order to have comparable financial results to analyze changes in our underlying business from quarter to quarter. These non-GAAP financial measures should be considered as a supplement to, and not as a substitute for or superior to the GAAP financial measures presented in this press release and our financial statements and other publicly filed reports. Non-GAAP measures as presented herein may not be comparable to similarly titled measures used by other companies.

Non-GAAP net (loss) income is defined as GAAP net (loss) income adjusted by the non-cash goodwill impairment charge, non-cash adjustment to equity investments, and the debt discount amortization. Management believes the exclusion of this non-cash and non-recurring item provides useful supplemental information to investors and facilitates the analysis of its operating results and comparison of operating results across reporting periods.

Forward Looking Statements

This communication contains forward-looking statements related to Sunrun (the “Company”) within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements related to: the Company’s financial and operating guidance and expectations; the Company’s business plan, trajectory, expectations, market leadership, competitive advantages, operational and financial results and metrics (and the assumptions related to the calculation of such metrics); the Company’s momentum in its business strategies including expectations regarding market share, total addressable market, growth in certain geographies, customer value proposition, market penetration, growth of certain divisions, financing activities, financing capacity, product mix, and ability to manage cash flow and liquidity; the growth of the solar industry; the Company’s financing activities and expectations to refinance, amend, and/or extend any financing facilities; trends or potential trends within the solar industry, our business, customer base, and market; the Company’s ability to derive value from the anticipated benefits of partnerships, new technologies, and pilot programs, including contract renewal and repowering programs; anticipated demand, market acceptance, and market adoption of the Company’s offerings, including new products, services, and technologies; the Company’s strategy to be a margin-focused, multi-product, customer-oriented company; the ability to increase margins based on a shift in product focus; expectations regarding the growth of home electrification, electric vehicles, virtual power plants, and distributed energy resources; the Company’s ability to manage suppliers, inventory, and workforce; supply chains and regulatory impacts affecting supply chains; the Company’s leadership team and talent development; the legislative and regulatory environment of the solar industry and the potential impacts of proposed, amended, and newly adopted legislation and regulation on the solar industry and our business; the ongoing expectations regarding the Company’s storage and energy services businesses and anticipated emissions reductions due to utilization of the Company’s solar energy systems; and factors outside of the Company’s control such as macroeconomic trends, bank failures, public health emergencies, natural disasters, acts of war, terrorism, geopolitical conflict, or armed conflict / invasion, and the impacts of climate change. These statements are not guarantees of future performance; they reflect the Company’s current views with respect to future events and are based on assumptions and estimates and are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements. The risks and uncertainties that could cause the Company’s results to differ materially from those expressed or implied by such forward-looking statements include: the Company’s continued ability to manage costs and compete effectively; the availability of additional financing on acceptable terms; worldwide economic conditions, including slow or negative growth rates and inflation; volatile or rising interest rates; changes in policies and regulations, including net metering, interconnection limits, and fixed fees, or caps and licensing restrictions and the impact of these changes on the solar industry and our business; the Company’s ability to attract and retain the Company’s business partners; supply chain risks and associated costs; realizing the anticipated benefits of past or future investments, partnerships, strategic transactions, or acquisitions, and integrating those acquisitions; the Company’s leadership team and ability to attract and retain key employees; changes in the retail prices of traditional utility generated electricity; the availability of rebates, tax credits and other incentives; the availability of solar panels, batteries, and other components and raw materials; the Company’s business plan and the Company’s ability to effectively manage the Company’s growth and labor constraints; the Company’s ability to meet the covenants in the Company’s investment funds and debt facilities; factors impacting the home electrification and solar industry generally, and such other risks and uncertainties identified in the reports that we file with the U.S. Securities and Exchange Commission from time to time. All forward-looking statements used herein are based on information available to us as of the date hereof, and we assume no obligation to update publicly these forward-looking statements for any reason, except as required by law.

Citations to industry and market statistics used herein may be found in our Investor Presentation, available via the “Investor Relations” section of Sunrun’s website at https://investors.sunrun.com.

Consolidated Balance Sheets (In Thousands)
	As of December 31,
		2024		2023
Assets
Current assets:
Cash	$	574,956	$	678,821
Restricted cash		372,312		308,869
Accounts receivable, net		170,706		172,001
Inventories		402,083		459,746
Prepaid expenses and other current assets		202,579		262,822
Total current assets		1,722,636		1,882,259
Restricted cash		148		148
Solar energy systems, net		15,032,115		13,028,871
Property and equipment, net		121,239		149,139
Goodwill		—		3,122,168
Other assets		3,021,746		2,267,652
Total assets	$	19,897,884	$	20,450,237
Liabilities and total equity
Current liabilities:
Accounts payable	$	354,214	$	230,723
Distributions payable to noncontrolling interests and redeemable noncontrolling interests		41,464		35,180
Accrued expenses and other liabilities		543,752		499,225
Deferred revenue, current portion		129,442		128,600
Deferred grants, current portion		7,900		8,199
Finance lease obligations, current portion		26,045		22,053
Non-recourse debt, current portion		231,665		547,870
Pass-through financing obligation, current portion		—		16,309
Total current liabilities		1,334,482		1,488,159
Deferred revenue, net of current portion		1,208,905		1,067,461
Deferred grants, net of current portion		196,535		195,724
Finance lease obligations, net of current portion		66,139		68,753
Line of credit		384,226		539,502
Non-recourse debt, net of current portion		11,806,181		9,191,689
Convertible senior notes		479,420		392,867
Pass-through financing obligation, net of current portion		—		278,333
Other liabilities		119,846		190,866
Deferred tax liabilities		137,940		122,870
Total liabilities		15,733,674		13,536,224
Redeemable noncontrolling interests		624,159		676,177
Total stockholders’ equity		2,554,207		5,230,228
Noncontrolling interests		985,844		1,007,608
Total equity		3,540,051		6,237,836
Total liabilities, redeemable noncontrolling interests and total equity	$	19,897,884	$	20,450,237

Consolidated Statements of Operations (In Thousands, Except Per Share Amounts)
	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
Revenue:
Customer agreements and incentives	$	388,574		$	321,555		$	1,505,227		$	1,186,706
Solar energy systems and product sales		129,918			195,035			532,492			1,073,107
Total revenue		518,492			516,590			2,037,719			2,259,813
Operating expenses:
Cost of customer agreements and incentives		292,632			287,780			1,169,213			1,077,114
Cost of solar energy systems and product sales		128,361			194,808			539,952			1,019,638
Sales and marketing		150,751			166,760			617,162			740,821
Research and development		8,794			7,663			39,304			21,816
General and administrative		72,045			57,110			245,127			221,067
Goodwill Impairment		3,122,168			—			3,122,168			1,158,000
Total operating expenses		3,774,751			714,121			5,732,926			4,238,456
Loss from operations		(3,256,259	)		(197,531	)		(3,695,207	)		(1,978,643	)
Interest expense, net		(233,385	)		(181,826	)		(848,366	)		(652,989	)
Other income (expense), net		89,829			(157,644	)		161,539			(63,900	)
Loss before income taxes		(3,399,815	)		(537,001	)		(4,382,034	)		(2,695,532	)
Income tax benefit		136			(1,595	)		(26,817	)		(12,691	)
Net loss		(3,399,951	)		(535,406	)		(4,355,217	)		(2,682,841	)
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests		(586,294	)		(185,282	)		(1,509,050	)		(1,078,344	)
Net loss attributable to common stockholders	$	(2,813,657	)	$	(350,124	)	$	(2,846,167	)	$	(1,604,497	)
Net loss per share attributable to common stockholders
Basic	$	(12.51	)	$	(1.60	)	$	(12.81	)	$	(7.41	)
Diluted	$	(12.51	)	$	(1.60	)	$	(12.81	)	$	(7.41	)
Weighted average shares used to compute net loss per share attributable to common stockholders
Basic		224,896			218,461			222,215			216,642
Diluted		224,896			218,461			222,215			216,642

Consolidated Statements of Cash Flows (In Thousands)
	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
Operating activities:
Net loss	$	(3,399,951	)	$	(535,406	)	$	(4,355,217	)	$	(2,682,841	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization, net of amortization of deferred grants		162,343			143,024			620,876			531,669
Goodwill impairment		3,122,168			—			3,122,168			1,158,000
Deferred income taxes		136			(1,623	)		(26,817	)		(12,716	)
Stock-based compensation expense		28,869			27,555			112,825			111,781
Interest on pass-through financing obligations		—			4,862			8,837			19,504
Reduction in pass-through financing obligations		—			(9,820	)		(20,787	)		(40,352	)
Unrealized (gain) loss on derivatives		(122,319	)		108,226			(120,008	)		28,105
Other noncash items		105,220			118,956			210,479			261,390
Changes in operating assets and liabilities:
Accounts receivable		5,741			5,762			(14,974	)		15,748
Inventories		(59,735	)		202,055			57,663			324,158
Prepaid expenses and other current assets		(301,380	)		(142,438	)		(771,997	)		(476,628	)
Accounts payable		141,070			(52,514	)		177,449			(108,785	)
Accrued expenses and other liabilities		4,182			(31,986	)		80,588			(56,473	)
Deferred revenue		55,297			47,340			152,762			106,700
Net cash used in operating activities		(258,359	)		(116,007	)		(766,153	)		(820,740	)
Investing activities:
Payments for the costs of solar energy systems		(791,785	)		(651,462	)		(2,699,452	)		(2,587,183	)
Purchase of equity investment		—			(5,000	)		—			(5,000	)
Purchases of property and equipment, net		(627	)		(4,662	)		(1,572	)		(20,960	)
Net cash provided by (used in) investing activities		(792,412	)		(661,124	)		(2,701,024	)		(2,613,143	)
Financing activities:
Proceeds from state tax credits, net of recapture		—			—			5,203			4,033
Proceeds from trade receivable financing		124,261			41,225			124,261			41,225
Repayment of trade receivable financing		—			(41,225	)		—			(41,225	)
Proceeds from line of credit		48,700			473,277			354,256			1,124,675
Repayment of line of credit		(56,998	)		(451,023	)		(509,532	)		(1,090,331	)
Proceeds from issuance of convertible senior notes, net of capped call transaction		—			—			444,822			—
Repurchase of convertible senior notes		(117,235	)		(1,545	)		(346,581	)		(1,545	)
Proceeds from issuance of non-recourse debt		644,950			556,100			4,009,906			3,745,580
Repayment of non-recourse debt		(102,748	)		(175,728	)		(1,794,962	)		(1,575,527	)
Payment of debt fees		(128	)		(412	)		(93,875	)		(47,342	)
Proceeds from pass-through financing and other obligations, net		—			2,100			4,795			8,812
Repayment of pass-through financing obligation		—			—			(240,288	)		—
Payment of finance lease obligations		(6,605	)		(6,484	)		(27,240	)		(23,279	)
Contributions received from noncontrolling interests and redeemable noncontrolling interests		521,480			459,858			1,811,966			1,572,399
Distributions paid to noncontrolling interests and redeemable noncontrolling interests		(70,269	)		(51,578	)		(308,657	)		(225,114	)
Acquisition of noncontrolling interest		(4,761	)		—			(26,195	)		(46,274	)
Proceeds from transfer of investment tax credits		148,586			6,980			705,697			6,980
Payments to redeemable noncontrolling interests and noncontrolling interests of investment tax credits		(148,586	)		(6,980	)		(705,697	)		(6,980	)
Net proceeds related to stock-based award activities		6,923			8,459			18,876			22,611
Net cash provided by financing activities		987,570			813,024			3,426,755			3,468,698
Net change in cash and restricted cash		(63,201	)		35,893			(40,422	)		34,815
Cash and restricted cash, beginning of period		1,010,617			951,945			987,838			953,023
Cash and restricted cash, end of period	$	947,416		$	987,838		$	947,416		$	987,838

Reconciliation between GAAP and Non-GAAP diluted (loss) income per share:
	Three Months Ended December 31, 2024						Year Ended December 31, 2024
	Net (Loss) Income			Diluted EPS			Net (Loss) Income			Diluted EPS
GAAP diluted loss per share	$	(2,813,657	)	$	(12.51	)	$	(2,846,167	)	$	(12.81	)
Debt Discount Amortization		1,131			0.01			6,438			0.03
Non-cash impairment charges ⁽²⁾		3,173,450			14.11			3,173,450			14.28
Non-GAAP diluted income per share ⁽¹⁾	$	360,924		$	1.41		$	333,721		$	1.33

GAAP weighted average shares for diluted EPS		224,896						222,215
Non-GAAP weighted average shares for diluted EPS		256,614						250,622

(1) Non-GAAP diluted income per share excludes the effects of the pro forma adjustment detailed above. Non- GAAP diluted income per share is adjusted to exclude this item, as it is not used by management to evaluate the performance of the business.
(2) Excluding this item of non-recurring, infrequent or unusual nature and its impact on the comparability of our results for the period to prior periods and future expected trends.

Key Operating and Financial Metrics

The following operating metrics are used by management to evaluate the performance of the business. Management believes these metrics, when taken together with other information contained in our filings with the SEC and within this press release, provide investors with helpful information to determine the economic performance of the business activities in a period that would otherwise not be observable from historic GAAP measures. Management believes that it is helpful to investors to evaluate the present value of cash flows expected from subscribers over the full expected relationship with such subscribers (“Subscriber Value”, more fully defined in the definitions appendix below) in comparison to the costs associated with adding these customers, regardless of whether or not the costs are expensed or capitalized in the period (“Creation Cost”, more fully defined in the definitions appendix below). The Company also believes that Subscriber Value, Creation Costs, and Total Value Generated are useful metrics for investors because they present an unlevered view of all of the costs associated with new customers in a period compared to the expected future cash flows from these customers over a 30-year period, based on contracted pricing terms with its customers, which is not observable in any current or historic GAAP-derived metric. Management believes it is useful for investors to also evaluate the future expected cash flows from all customers that have been deployed through the respective measurement date, less estimated costs to maintain such systems and estimated distributions to tax equity partners in consolidated joint venture partnership flip structures, and distributions to project equity investors (“Gross Earning Assets”, more fully defined in the definitions appendix below). The Company also believes Gross Earning Assets is useful for management and investors because it represents the remaining future expected cash flows from existing customers, which is not a current or historic GAAP-derived measure.

Various assumptions are made when calculating these metrics. Both Subscriber Value and Gross Earning Assets utilize a 6% rate to discount future cash flows to the present period. Furthermore, these metrics assume that customers renew after the initial contract period at a rate equal to 90% of the rate in effect at the end of the initial contract term. For Customer Agreements with 25-year initial contract terms, a 5-year renewal period is assumed. For a 20-year initial contract term, a 10-year renewal period is assumed. In all instances, we assume a 30-year customer relationship, although the customer may renew for additional years, or purchase the system. Estimated cost of servicing assets has been deducted and is estimated based on the service agreements underlying each fund.

*In-period volume metrics:*	Three Months Ended December 31, 2024
Customer Additions		32,932
Subscriber Additions (included within Customer Additions)		30,709
Solar Energy Capacity Installed (in Megawatts)		242.4
Solar Energy Capacity Installed for Subscribers (in Megawatts)		232.0
Storage Capacity Installed (in Megawatt hours)		392.0

*In-period value creation metrics:*	Three Months Ended December 31, 2024
Subscriber Value Contracted Period	$52,035
Subscriber Value Renewal Period	$3,776
Subscriber Value	$55,811
Creation Cost	$36,634
Net Subscriber Value	$19,177
Total Value Generated (in millions)	$588.9

*In-period environmental impact metrics:*	Three Months Ended December 31, 2024
Positive Environmental Impact from Customers (over trailing twelve months, in millions of metric tons of CO2 avoidance)		4.0
Positive Expected Lifetime Environmental Impact from Customer Additions (in millions of metric tons of CO2 avoidance)		4.8

*Period-end metrics:*	December 31, 2024
Customers		1,048,842
Subscribers (subset of Customers)		889,186
Households Served in Low-Income Multifamily Properties		21,129
Networked Solar Energy Capacity (in Megawatts)		7,531
Networked Solar Energy Capacity for Subscribers (in Megawatts)		6,436
Networked Storage Capacity (in Megawatt hours)		2,525
Annual Recurring Revenue (in millions)	$1,644
Average Contract Life Remaining (in years)		17.6
Gross Earning Assets Contracted Period (in millions)	$13,791
Gross Earning Assets Renewal Period (in millions)	$4,043
Gross Earning Assets (in millions)	$17,834
Net Earning Assets (in millions)	$6,766

Figures presented above may not sum due to rounding. For adjustments related to Subscriber Value and Creation Cost, please see the supplemental Creation Cost and Net Subscriber Value calculation memo for each applicable period, which is available on investors.sunrun.com.

Definitions

Deployments represent solar or storage systems, whether sold directly to customers or subject to executed Customer Agreements (i) for which we have confirmation that the systems are installed, subject to final inspection, or (ii) in the case of certain system installations by our partners, for which we have accrued at least 80% of the expected project cost (inclusive of acquisitions of installed systems).

Customer Agreements refer to, collectively, solar or storage power purchase agreements and leases.

Subscriber Additions represent the number of Deployments in the period that are subject to executed Customer Agreements.

Customer Additions represent the number of Deployments in the period.

Solar Energy Capacity Installed represents the aggregate megawatt production capacity of our solar energy systems that were recognized as Deployments in the period.

Solar Energy Capacity Installed for Subscribers represents the aggregate megawatt production capacity of our solar energy systems that were recognized as Deployments in the period that are subject to executed Customer Agreements.

Storage Capacity Installed represents the aggregate megawatt hour capacity of storage systems that were recognized as Deployments in the period.

Creation Cost represents the sum of certain operating expenses and capital expenditures incurred divided by applicable Customer Additions and Subscriber Additions in the period. Creation Cost is comprised of (i) installation costs, which includes the increase in gross solar energy system assets and the cost of customer agreement revenue, excluding depreciation expense of fixed solar assets, and operating and maintenance expenses associated with existing Subscribers, plus (ii) sales and marketing costs, including increases to the gross capitalized costs to obtain contracts, net of the amortization expense of the costs to obtain contracts, plus (iii) general and administrative costs, and less (iv) the gross profit derived from selling systems to customers under sale agreements and Sunrun’s product distribution and lead generation businesses. Creation Cost excludes stock based compensation, amortization of intangibles, and research and development expenses, along with other items the company deems to be non-recurring or extraordinary in nature. The gross margin derived from solar energy systems and product sales is included as an offset to Creation Cost since these sales are ancillary to the overall business model and lowers our overall cost of business. The sales, marketing, general and administrative costs in Creation Costs is inclusive of sales, marketing, general and administrative activities related to the entire business, including solar energy system and product sales. As such, by including the gross margin on solar energy system and product sales as a contra cost, the value of all activities of the Company’s segment are represented in the Net Subscriber Value.

Subscriber Value represents the per subscriber value of upfront and future cash flows (discounted at 6%) from Subscriber Additions in the period, including expected payments from customers as set forth in Customer Agreements, net proceeds from tax equity finance partners, payments from utility incentive and state rebate programs, contracted net grid service program cash flows, projected future cash flows from solar energy renewable energy credit sales, less estimated operating and maintenance costs to service the systems and replace equipment, consistent with estimates by independent engineers, over the initial term of the Customer Agreements and estimated renewal period. For Customer Agreements with 25 year initial contract terms, a 5 year renewal period is assumed. For a 20 year initial contract term, a 10 year renewal period is assumed. In all instances, we assume a 30-year customer relationship, although the customer may renew for additional years, or purchase the system.

Net Subscriber Value represents Subscriber Value less Creation Cost.

Total Value Generated represents Net Subscriber Value multiplied by Subscriber Additions.

Customers represent the cumulative number of Deployments, from the company’s inception through the measurement date.

Subscribers represent the cumulative number of Customer Agreements for systems that have been recognized as Deployments through the measurement date.

Networked Solar Energy Capacity represents the aggregate megawatt production capacity of our solar energy systems that have been recognized as Deployments, from the company’s inception through the measurement date.

Networked Solar Energy Capacity for Subscribers represents the aggregate megawatt production capacity of our solar energy systems that have been recognized as Deployments, from the company’s inception through the measurement date, that have been subject to executed Customer Agreements.

Networked Storage Capacity represents the aggregate megawatt hour capacity of our storage systems that have been recognized as Deployments, from the company’s inception through the measurement date.

Gross Earning Assets is calculated as Gross Earning Assets Contracted Period plus Gross Earning Assets Renewal Period.

Gross Earning Assets Contracted Period represents the present value of the remaining net cash flows (discounted at 6%) during the initial term of our Customer Agreements as of the measurement date. It is calculated as the present value of cash flows (discounted at 6%) that we would receive from Subscribers in future periods as set forth in Customer Agreements, after deducting expected operating and maintenance costs, equipment replacements costs, distributions to tax equity partners in consolidated joint venture partnership flip structures, and distributions to project equity investors. We include cash flows we expect to receive in future periods from tax equity partners, government incentive and rebate programs, contracted sales of solar renewable energy credits, and awarded net cash flows from grid service programs with utilities or grid operators.

Gross Earning Assets Renewal Period is the forecasted net present value we would receive upon or following the expiration of the initial Customer Agreement term but before the 30th anniversary of the system’s activation (either in the form of cash payments during any applicable renewal period or a system purchase at the end of the initial term), for Subscribers as of the measurement date. We calculate the Gross Earning Assets Renewal Period amount at the expiration of the initial contract term assuming either a system purchase or a renewal, forecasting only a 30-year customer relationship (although the customer may renew for additional years, or purchase the system), at a contract rate equal to 90% of the customer’s contractual rate in effect at the end of the initial contract term. After the initial contract term, our Customer Agreements typically automatically renew on an annual basis and the rate is initially set at up to a 10% discount to then-prevailing utility power prices.

Net Earning Assets represents Gross Earning Assets, plus total cash, less adjusted debt and less pass-through financing obligations, as of the same measurement date. Debt is adjusted to exclude a pro-rata share of non-recourse debt associated with funds with project equity structures along with debt associated with the company’s ITC safe harboring facility. Because estimated cash distributions to our project equity partners are deducted from Gross Earning Assets, a proportional share of the corresponding project level non-recourse debt is deducted from Net Earning Assets, as such debt would be serviced from cash flows already excluded from Gross Earning Assets.

Cash Generation is calculated using the change in our unrestricted cash balance from our consolidated balance sheet, less net proceeds (or plus net repayments) from all recourse debt (inclusive of convertible debt), and less any primary equity issuances or net proceeds derived from employee stock award activity (or plus any stock buybacks or dividends paid to common stockholders) as presented on the Company’s consolidated statement of cash flows. The Company expects to continue to raise tax equity and asset-level non-recourse debt to fund growth, and as such, these sources of cash are included in the definition of Cash Generation. Cash Generation also excludes long-term asset or business divestitures and equity investments in external non-consolidated businesses (or less dividends or distributions received in connection with such equity investments). Restricted cash in a reserve account with a balance equal to the amount outstanding of 2026 convertible notes is considered unrestricted cash for the purposes of calculating Cash Generation.

Annual Recurring Revenue represents revenue arising from Customer Agreements over the following twelve months for Subscribers that have met initial revenue recognition criteria as of the measurement date.

Average Contract Life Remaining represents the average number of years remaining in the initial term of Customer Agreements for Subscribers that have met revenue recognition criteria as of the measurement date.

Households Served in Low-Income Multifamily Properties represent the number of individual rental units served in low-income multi-family properties from shared solar energy systems deployed by Sunrun. Households are counted when the solar energy system has interconnected with the grid, which may differ from Deployment recognition criteria.

Positive Environmental Impact from Customers represents the estimated reduction in carbon emissions as a result of energy produced from our Networked Solar Energy Capacity over the trailing twelve months. The figure is presented in millions of metric tons of avoided carbon emissions and is calculated using the Environmental Protection Agency’s AVERT tool. The figure is calculated using the most recent published tool from the EPA, using the current-year avoided emission factor for distributed resources on a state by state basis. The environmental impact is estimated based on the system, regardless of whether or not Sunrun continues to own the system or any associated renewable energy credits.

Positive Expected Lifetime Environmental Impact from Customer Additions represents the estimated reduction in carbon emissions over thirty years as a result of energy produced from solar energy systems that were recognized as Deployments in the period. The figure is presented in millions of metric tons of avoided carbon emissions and is calculated using the Environmental Protection Agency’s AVERT tool. The figure is calculated using the most recent published tool from the EPA, using the current-year avoided emission factor for distributed resources on a state by state basis, leveraging our estimated production figures for such systems, which degrade over time, and is extrapolated for 30 years. The environmental impact is estimated based on the system, regardless of whether or not Sunrun continues to own the system or any associated renewable energy credits.

Total Cash represents the total of the restricted cash balance and unrestricted cash balance from our consolidated balance sheet.

Investor & Analyst Contact:

Patrick Jobin
SVP, Deputy CFO & Investor Relations Officer
investors@sunrun.com

Media Contact:

Wyatt Semanek
Director, Corporate Communications
press@sunrun.com

The MIL Network –

February 28, 2025

MIL-OSI: dLocal Reports 2024 Fourth Quarter Financial Results

Source: GlobeNewswire (MIL-OSI)

Full Year 2024 results
US$25.6 billion Total Payment Volume, up 45% year-over-year
Revenue of US$746 million, up 15% year-over-year
113% Net Revenue Retention Rate
Gross Profit of US$295 million, up 6% year-over-year
Adjusted EBITDA of US$189 million, down 7% year-over-year

Fourth Quarter 2024
US$7.7 billion Total Payment Volume, up 51% year-over-year and 18% quarter-over-quarter
Revenue of US$204 million, up 9% year-over-year and 10% quarter-over-quarter
106% Net Revenue Retention Rate
Gross Profit of US$84 million, up 20% year-over-year and 7% quarter-over-quarter
Adjusted EBITDA of US$57 million, up 16% year-over-year and 9% quarter-over-quarter

Record TPV of $26 billion, a strong growth to 45% YoY with mix continuing to move to newer more attractive markets, while core markets rebounded from Q3 softness;

Revenue and gross profits hitting record highs of $746 million and $295 million, respectively;

Adjusted EBITDA to GP margins closing out the year at 64%, but improving consistently as the year progressed.

dLocal reports in US dollars and in accordance with IFRS as issued by the IASB

MONTEVIDEO, Uruguay, Feb. 27, 2025 (GLOBE NEWSWIRE) — DLocal Limited (“dLocal”, “we”, “us”, and “our”) (NASDAQ:DLO), a technology – first payments platform today announced its financial results for the fourth quarter ended December 31, 2024..

As we walk through a review of our performance over the past quarter and year, and as we have repeatedly mentioned, we think of five pillars underpinning dLocal’s investment thesis:

A massive addressable market, given the untapped potential of emerging and frontier markets as they digitize payments and merchants go to market throughout the Global South. 85% of the world’s population resides in emerging markets¹, and two thirds of global growth by 2035 will come from there².
Consistent high top line growth, driven by a proven track record of delivering value to the world’s most sophisticated global digital merchants that has allowed us to capture a market leading share of this expanding TAM.
Attractive margin business with potential to deliver operational leverage once we have laid the foundational blocks and further scale benefits kick in.
Strong cash generating financial model as Net Income converts well into FCF.
Investment in product development capabilities to drive growth through new categories, products, feature innovations, and potential M&A activity.

Our FY 2024 results affirm the investment thesis, highlighted by a record TPV of $26 billion, a strong TPV growth of 45% year-over-year, driven by a shift towards newer, more attractive markets, while core markets rebounded from Q3 softness. Additionally, revenue and gross profits reached record highs of $746 million and $295 million, respectively, with an adjusted EBITDA to GP margins closing the year at 64%, showing consistent improvement throughout the year. Furthermore, Net Income to FCF of Own funds³ conversion exited the year at a rate above 100%.

These strong 2024 results should be seen in the context of a weak first quarter followed by progressively stronger quarter-over-quarter performance, and the continuation of an investment cycle aimed at achieving greater scalability for our business.

Building on last quarter’s positive trend, our TPV grew over 50% year-over-year, despite a strong Q4 2023 comparison. Quarter-over-quarter, TPV growth accelerated to nearly 20%, driven by commerce seasonality, and strength in remittances and ride-hailing. In constant currency³, given general weakness in Emerging Markets currencies, those growth rates are even more impressive, about 30 points higher year-over-year.

Revenues surpassed the milestone of over $200 million in Q4, representing a 9% year-over-year growth. In constant currencies⁴, revenue growth for the period would have been around 40% year-over-year.

Our growth continues to reinforce our position as a trusted partner for global companies seeking to do business across emerging markets, with performance coming from a well diversified list of countries, with notable contributions from Argentina, Egypt, Other LatAm and Other Africa and Asia markets. As a result of our expansion into more frontier markets, we also continue to see solid growth in our cross-border volumes.

In terms of profitability, we reached a record gross profit of $84 million, with a net take rate at 1.1%, reflecting the market dynamic where higher volumes drive lower take rates, increase in the payouts share, and the depreciation of emerging market currencies. To offset this, we are driving cost efficiencies through processor and broker renegotiations and improvements in our hedging strategy. We also continue our push into higher take rate markets and verticals, which over the long term, should partially offset the take rate compression.

Despite the ongoing step up in investments in our engineering team, operational capabilities, and license portfolio to support our long-term growth ambitions, our Adjusted EBITDA hit a record $57 million in the quarter, with an adjusted EBITDA over gross profit margin improving quarter-over-quarter to 68%.

Cash generation was also solid, as we continue to increase free cash available to deploy behind our capital allocation strategy. This sustained cash generation increases our flexibility when thinking through M&A, buybacks or re-investing in a disciplined manner back into the business.

In 2024, we added 9 licenses and registrations, including the UK FCA’s Authorised Payment Institution license, which enhances our competitive edge and demonstrates our commitment to compliant practices and regulatory oversight.

To sum up, Q4 marked the successful end to 2024 in terms of consistent TPV growth, controlled take rate decline, and balance of investment for future growth with a healthy margin and free cash profile.

Looking ahead to our 2025 guidance⁵, we expect a strong TPV growth of 35% – 45% year-over-year, with a revenue growth of 25% – 35% year-over-year that shows this sustained momentum of our top line. We see gross profit growth of 20% – 25% year-over-year, and Adjusted EBITDA growth between 20% and 30% year-over-year.

Considering those assumptions, we should expect a net take rate compression while delivering high TPV growth even at our scale. Over the midterm, we will work to maintain strong TPV while recognizing that given the extremely strong levels of TPV retention we deliver, our larger merchants will continue to attain lower pricing tiers. We will strive to offset this effect through growth in higher take rate new verticals, natural mix shift towards higher take rate frontier markets, and new revenue streams through product launches.

This guidance highlights that our combination of revenue growth, margin structure and free cash generation is not that common. There are not that many companies today who are as profitable as we are, growing revenues at the pace we are growing, and consistently generating free cash.

As known, our business thrives in fast-growing, dynamic markets with massive opportunities in digital payments across emerging markets, driven by strong demand and long-term growth trends. However, these markets also bring volatility from macroeconomic shifts, regulatory changes, and currency fluctuations. While we are confident in our long-term high-growth potential, providing mid-term guidance may not accurately reflect the predictability over a multi-year timeframe. For this reason, we have made the decision to discontinue mid-term guidance. We will continue to focus on delivering strong operational execution so as to hit the annual targets we disclose.

Looking ahead to 2025, we are confident in our ability to sustain momentum. Our investments in technology, product innovation, and market expansion position us well for growth. Despite the volatility of emerging markets, our disciplined scaling, local expertise, and commitment to delivering value to merchants will differentiate us. Our strategy focuses on capturing the potential of digital payments in high-growth regions, driving operational efficiencies, and reinforcing market leadership. We are excited about the opportunities ahead and committed to executing with the same rigor and discipline that have defined our success.

¹ Source: Euromonitor International: Reaching the emerging middle class beyond BRIC; ² Source: S&P Global Market Intelligence. ³ Please see Reconciliation of TPV and Revenue constant currency measures to reported results of Q4 2024 Earnings Presentation; ⁴ Please see Reconciliation of TPV and Revenue constant currency measures to reported results of Q4 2024 Earnings Presentation; ⁵ please see Full year 2025 outlook on slide 23 of Q4 2024 Earnings Presentation.

Fourth quarter 2024 financial highlights

Total Payment Volume (“TPV”) reached a record US$7.7 billion in the fourth quarter, up 51% year-over-year compared to US$5.1 billion in the fourth quarter of 2023 and up 18% compared to US$6.5 billion in the third quarter of 2024. In constant currencies¹, TPV growth for the period would have been 81% year-over-year.

Revenues amounted to US$204.5 million, up 9% year-over-year compared to US$188.0 million in the fourth quarter of 2023 and up 10% compared to US$185.8 million in the third quarter of 2024. This quarter-over-quarter increase was mostly driven by volume increase in Egypt, as well as positive results in Other LatAm and Other Africa and Asia, with notable performance in South Africa, Turkey, Colombia and Ecuador. In constant currencies1, revenue growth for the period would have been 42% year-over-year.

Gross profit was US$83.7 million in the fourth quarter of 2024, up 20% compared to US$69.7 million in the fourth quarter of 2023 and up 7% compared to US$78.2 million in the third quarter of 2024. The improvement in gross profit quarter-over-quarter was primarily due to volume growth in Argentina, Egypt, Nigeria and Turkey. These positive factors were partially offset by (i) Mexico, given the higher growth of Tier 0 merchants coupled with a shift in the payment mix; (ii) Brazil, given the lower take rates from the new Payment Orchestration option launched in the third quarter of 2024 (which positively allowed for volume recovery versus the prior quarter) and shift in the payment mix; and (iii) Other LatAm markets, that despite delivering positive volume performance, on a quarter-over-quarter comparison was impacted by the strong growth in Q3 from wider FX spreads in certain smaller markets, as disclosed in the previous quarterly results.

As a result, gross profit margin was 41% in this quarter, compared to 37% in the fourth quarter of 2023 and 42% in the third quarter of 2024.

Gross profit over TPV was at 1.1% decreasing from 1.4% in the fourth quarter of 2023 and from 1.2% compared to the third quarter of 2024.

Operating income was US$42.3 million, up 3% compared to US$41.0 million in the fourth quarter of 2023 and up 3% compared to US$41.1 million in the third quarter of 2024, as we resumed the pace of certain investments in building out our capabilities. In this context, operating expenses grew by 44% year-over-year, with most of the growth allocated to Product Development & IT capabilities, with these expenses increasing by 70% year-over-year while combined Sales and Marketing (S&M) and G&A expenses grew by 29%. On the sequential comparison, operating expenses increased 12% quarter-over-quarter, a reflection of (i) growth in combined S&M and G&A expenses, driven by continued investment in operating capabilities and marketing investments; and (ii) slightly down tech and development expenses as increases in headcount were offset by reductions in other IT expenditures.

As a result, Adjusted EBITDA was US$56.9 million, up 16% compared to US$49.2 million in the fourth quarter of 2023 and up 9% compared to US$52.4 million in the third quarter of 2024.

Adjusted EBITDA margin was 28%, compared to the 26% recorded in the fourth quarter of 2023 and 28% in the third quarter of 2024. On the annual comparison, the increase is explained by investments in core areas to drive efficiency and ensure future growth while maintaining our lean and disciplined structure. Adjusted EBITDA over gross profit of 68% decreased compared to 71% in the fourth quarter of 2023 and increased compared to 67% in the third quarter of 2024.

Net financial cost was US$1.1 million, compared to a finance income of US$1.0 million in the fourth quarter of 2023 and a cost of US$10.1 million in the third quarter of 2024, as explained in the Net Income section.

Our effective income tax rate increased to 27% from 8% last quarter, and stands at 20% on a year-to-date basis. In the fourth quarter of 2024, effective income tax rate was impacted by an income tax settlement related to previous periods. Excluding this tax settlement, our effective income tax rate stood at 16% for the fourth quarter and 17% for the year compared to 16% in 2023, as a result of slightly higher local-to-local share of pre-tax income.

Net income for the fourth quarter of 2024 was US$29.7 million, or US$0.10 per diluted share, up 4% compared to a profit of US$28.5 million, or US$0.10 per diluted share, for the fourth quarter of 2023 and up 11% compared to a profit of US$26.8 million, or US$0.09 per diluted share for the third quarter of 2024. During the current period, net income was mostly affected by the positive non-cash mark to market effect related to our Argentine bond investments, lower finance costs partially offset by higher taxes. Adjusted net income for the fourth quarter of 2024 was US$45.8 million, up 13% compared to US$40.6 million for the fourth quarter of 2023 and up 6% compared to US$43.4 million for the third quarter of 2024.

As of December 31, 2024, dLocal had US$425.2 million in cash and cash equivalents, including US$189.0 million of own funds and US$236.1 million of merchants’ funds. The consolidated cash position decreased by US$111.0 million from US$536.2 million as of December 31, 2023. When compared to the US$560.5 million cash position as of September 30, 2024, it decreased by US$135.4 million. The variation quarter-over-quarter is primarily explained by changes in merchant working capital, driven by: (i) increase in trade receivables due to temporary settlement delays before year-end; coupled with (ii) decrease in trade payables due to a shift in settlement periods with certain merchants and higher settlement of accumulated merchant balances.

¹Please see Reconciliation of TPV and Revenue constant currency measures to reported results of Q4 2024 Earnings Presentation.

The following table summarizes our key performance metrics:

	Three months ended December 31			Twelve months ended December 31
	2024	2023	% change	2024	2023	% change
Key Performance metrics	(In millions of US$ except for %)
TPV	7,714	5,111	51%	25,575	17,677	45%
Revenue	204.5	188.0	9%	746.0	650.4	15%
Gross Profit	83.7	69.7	20%	294.7	276.9	6%
Gross Profit margin	41%	37%	4p.p	40%	43%	-3p.p
Adjusted EBITDA	56.9	49.2	16%	188.7	202.3	-7%
Adjusted EBITDA margin	28%	26%	2p.p	25%	31%	-6p.p
Adjusted EBITDA/Gross Profit	68%	71%	-3p.p	64%	73%	-9p.p
Profit	29.7	28.5	4%	120.5	149.1	-19%
Profit margin	15%	15%	-1p.p	16%	23%	-7p.p

Fourth quarter 2024 business highlights

During the fourth quarter of 2024, pay-ins TPV increased 44% year-over-year and 15% quarter-over-quarter to US$5.3 billion, accounting for 69% of the TPV.

Pay-outs TPV increased by 68% year-over-year and 26% quarter-over-quarter to US$2.4 billion, accounting for the remaining 31% of the TPV.

Cross-border TPV increased by 67% year-over-year and 23% quarter-over-quarter to US$3.7 billion. Cross-border volume accounted for 48% of the TPV in the fourth quarter of 2024.

Local-to-local TPV increased by 38% year-over-year and 14% quarter-over-quarter to US$4.0 billion. Local-to-local volume accounted for 52% of the TPV in the fourth quarter of 2024.

LatAm revenue increased 16% year-over-year to US$152.9 million, accounting for 75% of total revenue. On the annual comparison, the growth was primarily driven by (i) volume growth in Argentina; and (ii) strong performance of Other LatAm, particularly in Colombia. This result was partially offset by Brazil due to (i) lower take rates from the new Payment Orchestration option launched in the third quarter of 2024; and (ii) shift in the payment mix. Sequentially, LatAm revenue grew by 5%, mainly driven by the performance of Other LatAm, especially in Colombia and Ecuador. The positive result was offset by (i) Argentina, impacted by the lower FX spreads; (ii) Brazil, as previously explained; and (iii) Mexico, due to higher growth of Tier 0 merchants coupled with a shift in the payment mix.

In the Africa and Asia region, revenue decreased by 9% year-over-year, primarily driven by Nigeria due to the Naira devaluation in February of 2024; partially offset by (i) the strong growth performance in Egypt; and (ii) in Other Africa and Asia, particularly the performance in South Africa in the commerce vertical. Those regions are also the main drivers of the sequential increase.

LatAm gross profit increased by 3% year-over-year and 1% quarter-over-quarter to US$56.4 million, accounting for 67% of total gross profit. Most of the year-over-year increase is explained by the volume growth in Argentina, Mexico, and other LatAm markets, which were mostly offset by Brazil as just explained, and currency devaluations. Sequentially, the growth was mainly driven by Argentina’s positive performance; offset by drivers in Mexico and Brazil, as explained previously. Other Latam markets, which continue to grow TPV, were negatively impacted quarter-over-quarter due to the strong Q3 growth from wider FX spreads in smaller markets, as previously disclosed.

Africa and Asia gross profit increased by 82% year-over-year to US$27.3 million, accounting for the remaining 33% of total gross profit. This annual comparison is explained by TPV growth in Egypt, ramp-up of commerce merchants in South Africa, and positive performance in Other Africa and Asia markets, including Turkey and Vietnam. Sequentially, gross profit increased by 21%, attributable to the positive performance in Egypt, Nigeria and Turkey in categories such as remittances, financial services, ads and streaming.

During the quarter, Revenue from Existing Merchants reached US$198.3 million compared to US$ 179.9 million in the third quarter of 2024. On the annual comparison, Revenue from Existing Merchants increased by 13% and the net revenue retention rate, or NRR, reached 106%.

Revenue from New Merchants accounted for US$6.1 million in the fourth quarter of 2024 compared to US$11.8 million in the same quarter of the prior year.

The tables below present the breakdown of dLocal’s TPV by product and type of flow:

In millions of US$ except for %	Three months ended December 31				Twelve months ended December 31
	2024	*% share*	2023	*% share*	2024	*% share*	2023	*% share*
Pay-ins	5,340	69%	3,701	72%	17,902	70%	12,823	73%
Pay-outs	2,373	31%	1,410	28%	7,673	30%	4,855	27%
Total TPV	7,714	*100*%	5,111	*100*%	25,575	*100*%	17,677	*100*%

In millions of US$ except for %	Three months ended December 31				Twelve months ended December 31
	2024	*% share*	2023	*% share*	2024	*% share*	2023	*% share*
Cross-border	3,740	48%	2,235	44%	11,902	47%	8,670	49%
Local-to-local	3,974	52%	2,876	56%	13,673	53%	9,007	51%
Total TPV	7,714	*100*%	5,111	*100*%	25,575	*100*%	17,677	*100*%

The tables below present the breakdown of dLocal’s revenue by geography:

In millions of US$ except for %	Three months ended December 31				Twelve months ended December 31
	2024	*% share*	2023	*% share*	2024	*% share*	2023	*% share*
Latin America	152.9	75%	131.5	70%	562.2	75%	492.7	76%
Brazil	33.7	16%	50.2	27%	152.0	20%	159.0	24%
Argentina	25.1	12%	10.5	6%	85.5	11%	75.1	12%
Mexico	40.5	20%	35.6	19%	149.2	20%	116.8	18%
Chile	13.5	7%	14.9	8%	51.2	7%	55.7	9%
Other LatAm	40.1	20%	20.3	11%	124.4	17%	86.1	13%

Africa & Asia	51.6	25%	56.5	30%	183.8	25%	157.7	24%
Nigeria	2.9	1%	28.4	15%	13.3	2%	84.0	13%
Egypt	21.4	10%	18.4	10%	94.0	13%	36.7	6%
Other Africa & Asia	27.4	13%	9.7	5%	76.5	10%	37.0	6%

Total Revenue	204.5	*100*%	188.0	*100*%	746.0	*100*%	650.4	*100*%

The tables below present the breakdown of dLocal’s gross profit by geography:

In millions of US$ except for %	Three months ended December 31				Twelve months ended December 31
	2024	*% share*	2023	*% share*	2024	*% share*	2023	*% share*
Latin America	56.4	67%	54.7	79%	214.2	73%	228.7	83%
Brazil	14.8	18%	25.5	37%	67.3	23%	78.8	28%
Argentina	9.2	11%	4.0	6%	28.7	10%	48.7	18%
Mexico	10.9	13%	9.3	13%	42.5	14%	34.7	13%
Chile	9.2	11%	9.1	13%	33.1	11%	34.0	12%
Other LatAm	12.4	15%	7.0	10%	42.6	14%	32.6	12%

Africa & Asia	27.3	33%	15.0	21%	80.5	27%	48.1	17%
Nigeria	2.4	3%	1.5	2%	6.6	2%	5.8	2%
Egypt	16.0	19%	9.6	14%	48.4	16%	26.1	9%
Other Africa & Asia	8.9	11%	3.9	6%	25.5	9%	16.2	6%

Total Gross Profit	83.7	*100*%	69.7	*100*%	294.7	*100*%	276.9	*100*%

Special note regarding Adjusted EBITDA and Adjusted EBITDA Margin

dLocal has only one operating segment. dLocal measures its operating segment’s performance by Revenues, Adjusted EBITDA and Adjusted EBITDA Margin, and uses these metrics to make decisions about allocating resources.

Adjusted EBITDA as used by dLocal is defined as the profit from operations before financing and taxation for the year or period, as applicable, before depreciation of property, plant and equipment, amortization of right-of-use assets and intangible assets, and further excluding the finance income and costs, impairment gains/(losses) on financial assets, transaction costs, share-based payment non-cash charges,other operating gain/loss,other non-recurring costs, and inflation adjustment. dLocal defines Adjusted EBITDA Margin as the Adjusted EBITDA divided by consolidated revenues.

Although Adjusted EBITDA and Adjusted EBITDA Margin may be commonly viewed as non-IFRS measures in other contexts, pursuant to IFRS 8, (“Operating Segments”), Adjusted EBITDA and Adjusted EBITDA Margin are treated by dLocal as IFRS measures based on the manner in which dLocal utilizes these measures. Nevertheless, dLocal’s Adjusted EBITDA and Adjusted EBITDA Margin metrics should not be viewed in isolation or as a substitute for net income for the periods presented under IFRS. dLocal also believes that its Adjusted EBITDA and Adjusted EBITDA Margin metrics are useful metrics used by analysts and investors, although these measures are not explicitly defined under IFRS. Additionally, the way dLocal calculates operating segment’s performance measures may be different from the calculations used by other entities, including competitors, and therefore, dLocal’s performance measures may not be comparable to those of other entities. Finally, dLocal is unable to present a quantitative reconciliation of forward-looking guidance for Adjusted EBITDA because dLocal cannot reliably predict certain of their necessary components, such as impairment gains/(losses) on financial assets, transaction costs, and inflation adjustment.

The table below presents a reconciliation of dLocal’s Adjusted EBITDA to net income:

$ in thousands	Three months ended December 31		Twelve months ended December 31
	2024	2023	2024	2023
Profit for the period	29,701	28,481	120,469	149,086
Income tax expense	11,090	7,476	30,550	29,428
Depreciation and amortization	4,888	3,604	17,177	12,225
Finance income and costs, net	1,085	(996)	(17,174)	(11,394)
Share-based payment non-cash charges	6,339	4,850	23,780	11,922
Other operating loss¹	1,307	–	5,257	–
Impairment loss / (gain) on financial assets	533	(657)	440	(3,136)
Inflation adjustment	392	6,040	6,655	12,537
Other non-recurring costs²	1,571	434	1,571	1,663
Adjusted EBITDA	56,906	49,232	188,725	202,332

Note: ¹ The company wrote-off certain amounts related to merchants/processors off-boarded by dLocal. 2 Other non-recurring costs consist of costs not directly associated with our core business activities, including costs associated with addressing the allegations made by a short-seller report and certain class action and other legal and regulatory expenses (which include fees from counsel, global expert services and a forensic accounting advisory firm) in 2023 and 2024.

Special note regarding Adjusted Net Income

Adjusted Net Income is a non-IFRS financial measure. As used by dLocal, Adjusted Net Income is defined as the profit for the period (net income) excluding impairment gains/(losses) on financial assets, transaction costs, share-based payment non-cash charges, and other operating (gain)/loss, in line with our Adjusted EBITDA calculation (see detailed methodology for Adjusted EBITDA on page 13). It further excludes the accounting non-cash charges related to the fair value gain from the Argentine dollar-linked bonds, the exchange difference loss from the intercompany loan denominated in USD that we granted to our Argentine subsidiary to purchase the bonds, and the hedging cost associated with the Argentina treasury notes. In addition, it excludes the inflation adjustment based on IFRS rules for hyperinflationary economies. We believe Adjusted Net Income is a useful measure for understanding our results of operations while excluding certain non-cash effects such as currency devaluation, inflation, and hedging costs. Our calculation for Adjusted Net Income may differ from similarly-titled measures presented by other companies and should not be considered in isolation or as a replacement for our measure of profit for the period as presented in accordance with IFRS.

The table below presents a reconciliation of dLocal’s Adjusted net income:

$ in thousands	Three months ended December 31		Twelve months ended December 31
	2024	2023	2024	2023
Net income as reported	29,701	28,481	120,469	149,086
Inflation adjustment	392	6,040	6,655	12,537
Loan – exchange difference	2,332	51,858	22,602	81,024
Argentina Treasury Notes Hedging Costs	5,536	–	9,808	–
Fair value loss / (gain) of financial assets at FVTPL	(5,115)	(50,754)	(38,609)	(78,640)
Impairment loss / (gain) on financial assets	533	(657)	440	(3,135)
Share-based payment non-cash charges	6,339	4,850	23,780	11,922
Other operating loss¹	1,307	–	5,257	–
Other non-recurring costs³	1,571	434	1,571	1,663
Tax effect on adjustments	(1,310)	386	(899)	834
Adjusted net income	45,828	40,638	155,616	175,291

Unaudited quarterly results.

Note: ¹ The company wrote-off certain amounts related to merchants/processors off-boarded by dLocal. ² In Q4 2024, income tax was impacted by an income tax settlement related to previous periods, as disclosed in the Note 12 – Income Tax. ³ Other non-recurring costs consist of costs not directly associated with our core business activities, including costs associated with addressing the allegations made by a short-seller report and certain class action and other legal and regulatory expenses (which include fees from counsel, global expert services and a forensic accounting advisory firm) in 2023 and 2024.

Earnings per share

We calculate basic earnings per share by dividing the profit attributable to owners of the group by the weighted average number of common shares outstanding during the three-month and twelve-month periods ended December 31, 2024 and 2023.

Our diluted earnings per share is calculated by dividing the profit attributable to owners of the group of dLocal by the weighted average number of common shares outstanding during the period plus the weighted average number of common shares that would be issued on conversion of all dilutive potential common shares into common shares.

The following table presents the information used as a basis for the calculation of our earnings per share:

	Three months ended December 31		Twelve months ended December 31
	2024	2023	2024	2023
Profit attributable to common shareholders (USD)	29,682,000	28,515,000	120,416,000	148,964,000
Weighted average number of common shares	280,443,489	290,657,015	290,014,019	291,982,305
Adjustments for calculation of diluted earnings per share	14,417,466	5,008,261	15,122,271	10,976,123
Weighted average number of common shares for calculating diluted earnings per share	294,860,956	295,665,276	305,136,290	302,958,428
Basic earnings per share	0.11	0.10	0.42	0.51
Diluted earnings per share	0.10	0.10	0.39	0.49

This press release does not contain sufficient information to constitute an interim financial report as defined in International Accounting Standards 34, “Interim Financial Reporting” nor a financial statement as defined by International Accounting Standards 1 “Presentation of Financial Statements”. The quarterly financial information in this press release has not been audited, whereas the annual results for the year ended December 31, 2024 and 2023 are audited.

Conference call and webcast
dLocal’s management team will host a conference call and audio webcast on February 27, 2025 at 5:00 p.m. Eastern Time. Please click here to pre-register for the conference call and obtain your dial in number and passcode.

The live conference call can be accessed via audio webcast at the investor relations section of dLocal’s website, at https://investor.dlocal.com/. An archive of the webcast will be available for a year following the conclusion of the conference call. The investor presentation will also be filed on EDGAR at www.sec.gov.

About dLocal
dLocal powers local payments in emerging markets, connecting global enterprise merchants with billions of emerging market consumers in more than 40 countries across Africa, Asia, and Latin America. Through the “One dLocal” platform (one direct API, one platform, and one contract), global companies can accept payments, send pay-outs and settle funds globally without the need to manage separate pay-in and pay-out processors, set up numerous local entities, and integrate multiple acquirers and payment methods in each market.

Definition of selected operational metrics
“API” means application programming interface, which is a general term for programming techniques that are available for software developers when they integrate with a particular service or application. In the payments industry, APIs are usually provided by any party participating in the money flow (such as payment gateways, processors, and service providers) to facilitate the money transfer process.

“Cross-border” means a payment transaction whereby dLocal is collecting in one currency and settling into a different currency and/or in a different geography.

“Local payment methods” refers to any payment method that is processed in the country where the end user of the merchant sending or receiving payments is located, which include credit and debit cards, cash payments, bank transfers, mobile money, and digital wallets.

“Local-to-local” means a payment transaction whereby dLocal is collecting and settling in the same currency.

“Net Revenue Retention Rate” or “NRR” is a U.S. dollar-based measure of retention and growth of dLocal’s merchants. NRR is calculated for a period or year by dividing the Current Period/Year Revenue by the Prior Period/Year Revenue. The Prior Period/Year Revenue is the revenue billed by us to all our customers in the prior period. The Current Period/Year Revenue is the revenue billed by us in the current period to the same customers included in the Prior Period/Year Revenue. Current Period/Year Revenue includes revenues from any upselling and cross-selling across products, geographies, and payment methods to such merchant customers, and is net of any contractions or attrition, in respect of such merchant customers, and excludes revenue from new customers on-boarded in the preceding twelve months. As most of dLocal revenues come from existing merchants, the NRR rate is a key metric used by management, and we believe it is useful for investors in order to assess our retention of existing customers and growth in revenues from our existing customer base.

“Pay-in” means a payment transaction whereby dLocal’s merchant customers receive payment from their customers.

“Pay-out” means a payment transaction whereby dLocal disburses money in local currency to the business partners or customers of dLocal’s merchant customers.

“Revenue from New Merchants” means the revenue billed by us to merchant customers that we did not bill revenues in the same quarter (or period) of the prior year.

“Revenue from Existing Merchants” means the revenue billed by us in the last twelve months to the merchant customers that we billed revenue in the same quarter (or period) of the prior year.

“TPV” dLocal presents total payment volume, or TPV, which is an operating metric of the aggregate value of all payments successfully processed through dLocal’s payments platform. Because revenue depends significantly on the total value of transactions processed through the dLocal platform, management believes that TPV is an indicator of the success of dLocal’s global merchants, the satisfaction of their end users, and the scale and growth of dLocal’s business.

Rounding: We have made rounding adjustments to some of the figures included in this interim report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

Forward-looking statements
This press release contains certain forward-looking statements. These forward-looking statements convey dLocal’s current expectations or forecasts of future events, including guidance in respect of total payment volume, revenue, gross profit and Adjusted EBITDA. Forward-looking statements regarding dLocal and amounts stated as guidance are based on current management expectations and involve known and unknown risks, uncertainties and other factors that may cause dLocal’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Certain of these risks and uncertainties are described in the “Risk Factors,” “Forward-Looking Statements” and “Cautionary Statement Regarding Forward-Looking Statements” sections of dLocal’s filings with the U.S. Securities and Exchange Commission. Unless required by law, dLocal undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date hereof. In addition, dLocal is unable to present a quantitative reconciliation of forward-looking guidance for Adjusted EBITDA, because dLocal cannot reliably predict certain of their necessary components, such as impairment gains/(losses) on financial assets, transaction costs, and inflation adjustment.

dLocal Limited
Certain financial information
Consolidated Condensed Interim Statements of Comprehensive Income for the three-month and twelve-month periods ended December 31, 2024 and 2023
(All amounts in thousands of U.S. Dollars except share data or as otherwise indicated)

	Three months ended December 31		Twelve months ended December 31
	2024	2023	2024	2023
Continuing operations
Revenues	204,491	188,005	745,974	650,351
Cost of services	(120,780)	(118,286)	(451,301)	(373,492)
Gross profit	83,711	69,719	294,673	276,859

Technology and development expenses	(6,822)	(4,024)	(25,625)	(12,650)
Sales and marketing expenses	(5,598)	(4,710)	(21,626)	(17,120)
General and administrative expenses	(27,183)	(20,641)	(101,225)	(70,568)
Impairment (loss)/gain on financial assets	(533)	657	(440)	3,136
Other operating (loss)/gain	(1,307)	–	(5,257)	–
Operating profit	42,268	41,001	140,500	179,657
Finance income	12,036	57,913	66,875	128,228
Finance costs	(13,121)	(56,917)	(49,701)	(116,834)
Inflation adjustment	(392)	(6,040)	(6,655)	(12,537)
Other results	(1,477)	(5,044)	10,519	(1,143)
Profit before income tax	40,791	35,957	151,019	178,514
Income tax expense	(11,090)	(7,476)	(30,550)	(29,428)
Profit for the period	29,701	28,481	120,469	149,086

Profit attributable to:
Owners of the Group	29,682	28,515	120,416	148,964
Non-controlling interest	19	(34)	53	122
Profit for the period	29,701	28,481	120,469	149,086

Earnings per share (in USD)
Basic Earnings per share	0.11	0.10	0.42	0.51
Diluted Earnings per share	0.10	0.10	0.39	0.49

Other comprehensive income
Items that may be reclassified to profit or loss:
Exchange difference on translation on foreign operations	(4,417)	(9,054)	(11,188)	(7,713)
Other comprehensive income for the period, net of tax	(4,417)	(9,054)	(11,188)	(7,713)
Total comprehensive income for the period, net of tax	25,284	19,427	109,281	141,373

Total comprehensive income for the period
Owners of the Group	25,311	19,463	109,290	141,255
Non-controlling interest	(27)	(36)	(9)	118
Total comprehensive income for the period	25,284	19,427	109,281	141,373

dLocal Limited
Certain financial information
Consolidated Condensed Interim Statements of Financial Position as of December 31, 2024 and December 31, 2023
(All amounts in thousands of U.S. dollars)

	December 31, 2024	December 31, 2023
ASSETS
Current Assets
Cash and cash equivalents	425,172	536,160
Financial assets at fair value through profit or loss	129,319	102,677
Trade and other receivables	496,713	363,374
Derivative financial instruments	2,874	2,040
Other assets	18,805	11,782
Total Current Assets	1,072,883	1,016,033

Non-Current Assets
Financial assets at fair value through profit or loss	–	1,710
Trade and other receivables	18,044	–
Deferred tax assets	5,367	2,217
Property, plant and equipment	3,377	2,917
Right-of-use assets	3,645	3,689
Intangible assets	63,318	57,887
Other assets	4,695	–
Total Non-Current Assets	98,446	68,420
TOTAL ASSETS	1,171,329	1,084,453

LIABILITIES
Current Liabilities
Trade and other payables	597,787	602,493
Lease liabilities	1,137	626
Tax liabilities	21,515	20,800
Derivative financial instruments	6,227	948
Financial liabilities	50,455	–
Provisions	500	362
Total Current Liabilities	677,621	625,229

Non-Current Liabilities
Deferred tax liabilities	1,858	753
Lease liabilities	2,863	3,331
Total Non-Current Liabilities	4,721	4,084
TOTAL LIABILITIES	682,342	629,313

EQUITY
Share Capital	570	591
Share Premium	186,769	173,001
Treasury Shares	(200,980)	(99,936)
Capital Reserve	33,438	21,575
Other Reserves	(20,934)	(9,808)
Retained earnings	490,024	369,608
Total Equity Attributable to owners of the Group	488,887	455,031
Non-controlling interest	100	109
TOTAL EQUITY	488,987	455,140
TOTAL EQUITY AND LIABILITIES	1,171,329	1,084,453

dLocal Limited
Certain interim financial information
Consolidated Statements of Cash flows for the three-month and twelve-month periods ended December 31, 2024 and 2023
(All amounts in thousands of U.S. dollars)

	Three months ended December 31		Twelve months ended December 31
	2024	2023	2024	2023
Cash flows from operating activities
Profit before income tax	40,791	35,957	151,019	178,514
Adjustments:
Interest Income from financial instruments	(6,921)	(7,159)	(28,266)	(49,588)
Interest charges for lease liabilities	370	110	501	578
Other interests charges	739	2,503	3,758	5,623
Finance expense related to derivative financial instruments	(627)	5,497	19,462	28,013
Net exchange differences	5,914	50,100	24,787	82,620
Fair value loss/(gain) on financial assets at FVPL	(3,922)	(50,754)	(37,416)	(78,640)
Amortization of Intangible assets	4,364	3,251	15,511	10,816
Depreciation and disposals of PP&E and right-of-use	652	353	1,884	1,409
Share-based payment expense, net of forfeitures	6,339	4,850	23,780	11,922
Other operating gain	786	–	4,736	–
Net Impairment loss/(gain) on financial assets	533	2,796	440	318
Inflation adjustment and other financial results	(5,704)	9,041	(17,063)	9,041
	43,313	56,546	163,133	200,626
Changes in working capital
Increase in Trade and other receivables	(109,487)	(51,154)	(162,645)	(123,246)
Decrease / (Increase) in Other assets	4,128	13,258	5,427	45,007
Increase / (Decrease) in Trade and Other payables	(70,700)	52,654	(6,957)	194,619
Increase / (Decrease) in Tax Liabilities	(3,835)	(6,591)	(3,184)	(10,967)
Increase / (Decrease) in Provisions	222	(275)	138	(1,111)
Cash (used) / generated from operating activities	(136,359)	64,438	(4,088)	304,928
Income tax paid	(4,773)	(2,996)	(28,696)	(11,475)
Net cash (used) / generated from operating activities	(141,132)	61,442	(32,784)	293,453

Cash flows from investing activities
Acquisitions of Property, plant and equipment	(427)	21	(1,705)	(965)
Additions of Intangible assets	(5,699)	(4,758)	(20,942)	(17,260)
Acquisition of financial assets at FVPL	(14,852)	(15,847)	(121,468)	(117,517)
Collections of financial assets at FVPL	–	3,721	108,097	1,487
Interest collected from financial instruments	6,921	7,159	28,266	49,588
Payments for investments in other assets at FVPL	(10,000)	–	(10,000)	–
Net cash (used in) / generated investing activities	(24,057)	(9,704)	(17,752)	(84,667)

Cash flows from financing activities
Repurchase of shares	–	–	(101,067)	(97,929)
Share-options exercise paid	358	–	1,853	153
Interest payments on lease liability	(370)	(110)	(501)	(578)
Principal payments on lease liability	(112)	(315)	(552)	(1,103)
Finance expense paid related to derivative financial instruments	(8)	(7,640)	(15,017)	(28,443)
Net proceeds from financial liabilities	33,653	–	50,428	–
Interest payments on financial liabilities	(1,633)	–	(2,281)	–
Other finance expense paid	(327)	(2,851)	(1,450)	(5,971)
Net cash used in by financing activities	31,561	(10,916)	(68,587)	(133,871)
Net increase in cash flow	(133,628)	40,822	(119,123)	74,915

Cash and cash equivalents at the beginning of the period	560,533	498,165	536,160	468,092
Net (decrease)/increase in cash flow	(133,628)	40,822	(119,123)	74,915
Effects of exchange rate changes on inflation and cash and cash equivalents	(1,732)	(2,827)	8,135	(6,847)
Cash and cash equivalents at the end of the period	425,172	536,160	425,172	536,160

Investor Relations Contact:
investor@dlocal.com

Media Contact:
media@dlocal.com

The MIL Network –

February 28, 2025

MIL-OSI: SiriusPoint Announces Closing of CM Bermuda Transaction & Completion of Registered Secondary Offering of 4,106,631 Common Shares by Entities Associated with Daniel S. Loeb

Source: GlobeNewswire (MIL-OSI)

HAMILTON, Bermuda, Feb. 27, 2025 (GLOBE NEWSWIRE) — SiriusPoint Ltd. (“SiriusPoint”) (NYSE: SPNT), a global specialty insurer and reinsurer, announced today the closing of its previously announced transaction to repurchase all SiriusPoint common shares and warrants held by CM Bermuda Limited (“CM Bermuda”) for an aggregate purchase price of $733 million. The Company also announced today the completion of the previously announced registered secondary offering of 4,106,631 common shares by entities associated with Daniel S. Loeb (collectively, the “Loeb Entities”).

Following today’s closing, CM Bermuda has no remaining ownership interest in SiriusPoint and ceases to have any representation on, or observer rights with respect to, SiriusPoint’s board of directors.

The CM Bermuda transaction is immediately accretive to book value by 4% and is expected to be meaningfully accretive to SiriusPoint’s return on equity and earnings per share.

As part of the registered secondary offering, SiriusPoint repurchased an aggregate of 500,000 of the common shares offered at the public offering price of $14 per share. Following the completion of the registered secondary offering and the cancellation of the CM Bermuda shares, the Loeb Entities own approximately 9.54% of SiriusPoint’s issued and outstanding common shares.

SiriusPoint CEO, Scott Egan, said: “The completion of the transactions with CM Bermuda and the Loeb Entities follows a year of significant achievement for SiriusPoint during which we announced strong 2024 results. The completion of both transactions underlines the end of our major repositioning work, while the secondary offering reinforces the increasing investor interest in the business.

The Company is well positioned to build on the continuing performance momentum of the past two years and drive further value creation for our shareholders in 2025 and beyond.”

Contacts
Investor Relations
Liam Blackledge, SiriusPoint
Liam.Blackledge@siriuspt.com
+ 44 203 772 3082

Media
Sarah Hills, Rein4ce
Sarah.Hills@rein4ce.co.uk
+ 44 7718 882011

About SiriusPoint

SiriusPoint is a global underwriter of insurance and reinsurance providing solutions to clients and brokers around the world. Bermuda-headquartered with offices in New York, London, Stockholm and other locations, we are listed on the New York Stock Exchange (SPNT). We have licenses to write Property & Casualty and Accident & Health insurance and reinsurance globally. Our offering and distribution capabilities are strengthened by a portfolio of strategic partnerships with Managing General Agents and Program Administrators within our Insurance & Services segment. With over $2.6 billion total capital, SiriusPoint’s operating companies have a financial strength rating of A- (Excellent) from AM Best, S&P and Fitch, and A3 from Moody’s.

FORWARD-LOOKING STATEMENTS

We make statements in this press release that are forward-looking statements within the meaning of the U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the U.S. federal securities laws. These statements involve risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. These risks and uncertainties include, but are not limited to, the impact of general economic conditions and conditions affecting the insurance and reinsurance industry; the adequacy of our reserves; fluctuation in the results of operations; pandemic or other catastrophic event; uncertainty of success in investing in early-stage companies, such as the risk of loss of an initial investment, highly variable returns on investments, delay in receiving return on investment and difficulty in liquidating the investment; our ability to assess underwriting risk, trends in rates for property and casualty insurance and reinsurance, competition, investment market and investment income fluctuations; trends in insured and paid losses; regulatory and legal uncertainties; and other risk factors described in SiriusPoint’s Annual Report on Form 10-K for the period ended December 31, 2024.

Except as required by applicable law or regulation, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, or new information, data or methods, future events, or other circumstances after the date of this press release.

The MIL Network –

February 28, 2025
MIL-OSI: Flywire to Attend Upcoming Investor Conferences
Source: GlobeNewswire (MIL-OSI)

BOSTON, Feb. 27, 2025 (GLOBE NEWSWIRE) — Flywire Corporation (Nasdaq: FLYW)(“Flywire” or the “Company”) a global payments enablement and software company, today announced that the Company will be attending the following upcoming investor conferences:
- On Monday, March 3, 2025, the Company will attend the Raymond James Institutional Investors Conference in Orlando, FL. They will participate in investor meetings.
- On Wednesday, March 5, 2025, the Company will attend the Morgan Stanley Technology, Media & Telecom Conference in San Francisco, CA. They will participate in a fireside chat discussion which will begin at 12:20pm PST.
- On Tuesday, March 11, 2025, the Company will attend the Wolfe FinTech Forum in New York, NY. They will participate in a fireside chat discussion which will begin at 8:40am EST.
The fireside chat discussions will be webcast live from Flywire’s investor relations website at https://ir.flywire.com/. A replay of the webcasts will be available on the investor relations website for 90 days following the discussions.

About Flywire
Flywire is a global payments enablement and software company. We combine our proprietary global payments network, next-gen payments platform and vertical-specific software to deliver the most important and complex payments for our clients and their customers.

Flywire leverages its vertical-specific software and payments technology to deeply embed within the existing A/R workflows for its clients across the education, healthcare and travel vertical markets, as well as in key B2B industries. Flywire also integrates with leading ERP systems, such as NetSuite, so organizations can optimize the payment experience for their customers while eliminating operational challenges.

Flywire supports approximately 4,500 clients with diverse payment methods in more than 140 currencies across more than 240 countries and territories around the world. The company is headquartered in Boston, MA, USA with global offices. For more information, visit www.flywire.com. Follow Flywire on X , LinkedIn and Facebook.

Contacts
Investor Relations:
Masha Kahn
ir@Flywire.com

Media:
Sarah King
media@flywire.com

The MIL Network –
February 28, 2025
MIL-OSI: Epsilon Energy Ltd. Announces the Following Headlines
Source: GlobeNewswire (MIL-OSI)
- Board declares dividend of $0.0625 per common share
- Company announces the timing of its 2024 year end earnings release and conference call
HOUSTON, Feb. 27, 2025 (GLOBE NEWSWIRE) — Epsilon Energy Ltd. (“Epsilon” or the “Company”) (NASDAQ: EPSN) today announced that its Board of Directors has declared a dividend of $0.0625 per share of common stock (annualized $0.25/sh) to the stock holders of record at the close of business on March 13, 2025, payable on March 31, 2025. All dividends paid by the Company are “eligible dividends” as defined in subsection 89(1) of the Income Tax Act (Canada), unless indicated otherwise.

The Company also announced that it will issue its year end 2024 earnings release on Wednesday, March 19, 2025 after the market close and host a conference call to discuss its financial and operating results on Thursday, March 20, 2025 at 10:30 a.m. Central Time (11:30 a.m. Eastern Time).

Interested parties in the United States and Canada may participate toll-free by dialing (833) 816-1385. International parties may participate by dialing (412) 317-0478. Participants should ask to be joined to the “Epsilon Energy 2024 Year End Earnings Conference Call.”

A webcast can be viewed at: https://event.choruscall.com/mediaframe/webcast.html?webcastid=lEJXH1I5. A webcast replay will be available on the Company’s website (www.epsilonenergyltd.com) following the call.

About Epsilon

Epsilon Energy Ltd. is a North American onshore natural gas and oil production and gathering company with assets in Pennsylvania, Texas, New Mexico, Oklahoma, and Alberta, Canada.

Contact Information:

281-670-0002

Jason Stabell
Chief Executive Officer
Jason.Stabell@EpsilonEnergyLTD.com

Andrew Williamson
Chief Financial Officer
Andrew.Williamson@EpsilonEnergyLTD.com

The MIL Network –
February 28, 2025

MIL-OSI: ARRAY Technologies, Inc. Reports Financial Results for the Fourth Quarter and Full Year 2024

Source: GlobeNewswire (MIL-OSI)

Fourth Quarter 2024 Financial Highlights

Revenue of $275.2 million
Gross Margin of 28.5%
Adjusted gross margin⁽¹⁾ of 29.8%
Net loss to common shareholders of $(141.2) million
- Net loss to common shareholders inclusive of $74.0 million non-cash goodwill impairment charge and $91.9 million non-cash long-lived intangible asset write-down associated with the 2022 STI acquisition
Adjusted EBITDA⁽¹⁾ of $45.2 million
Net loss per basic and diluted share of $(0.93)
Adjusted net income per diluted share⁽¹⁾ of $0.16

Full Year 2024 Financial Highlights

Revenue of $915.8 million
Gross Margin of 32.5%
Adjusted gross margin ⁽¹⁾ of 34.1%
Net loss to common shareholders of $(296.1) million
- Net loss to common shareholders inclusive of $236.0 million non-cash goodwill impairment charge and $91.9 million non-cash long-lived intangible asset write-down associated with the 2022 STI acquisition
Adjusted EBITDA⁽¹⁾ of $173.6 million
Net loss per basic and diluted share of $(1.95)
Adjusted net income per diluted share⁽¹⁾ of $0.60
Free cash flow⁽¹⁾ of $135.4 million
Total executed contracts and awarded orders at December 31, 2024 were $2.0 billion

ALBUQUERQUE, N.M., Feb. 27, 2025 (GLOBE NEWSWIRE) — ARRAY Technologies (NASDAQ: ARRY) (“ARRAY” or the “Company”), a global leader in utility-scale solar tracking, today announced financial results for its fourth quarter and full year ended December 31, 2024.

“ARRAY delivered strong fourth quarter and full year 2024 results, we exceeded the mid-point of our fourth quarter revenue guidance and achieved record gross margin on the full year. Our ongoing focus on operational execution continues to translate into robust profitability and healthy cash flow. We finished 2024 with an orderbook of $2 billion, representing 10% year-on-year growth. We are pleased with our results, which delivered significant progress in both market share and commercial growth. Thank you to our employees for their continued focus and hard work. Additionally, we are on track to deliver 100% domestic content solar trackers by the first half of 2025. Our OmniTrack™ product continues to gain traction in the market, and now accounts for over 20% of our orderbook. We are excited about our investment in Swap Robotics, a disruptive technology driving automation in PV installations. We believe the integration of Swap Robotics technology into our product portfolio will drive project efficiencies and cost savings for our customers,” said Chief Executive Officer, Kevin G. Hostetler.

Mr. Hostetler continued, “While persistent headwinds, including permitting and interconnection delays, shortages of high-voltage circuit breakers and transformers, and labor constraints—continue to impact project timelines in the United States, we experienced the market stabilizing by year-end, in contrast to the delays experienced in the middle of the year. In Europe, we anticipate modest growth in 2025 as we are well positioned to capture additional market share. However, in Brazil, macro factors such as currency devaluation, volatile interest rates, and newly introduced tariffs on solar components have impacted growth. For 2025, at the midpoint of our guidance, ARRAY expects to deliver over 20% year-over-year revenue growth. We are optimistic about future demand growth for utility-scale solar energy both domestically and internationally and confident that our value proposition in the industry will continue to propel growth for years to come.”

First Quarter and Full Year 2025 Guidance

Given the uncertainty in the utility-scale solar energy market and headwinds we experienced during 2024 which pushed out project timelines, we are providing guidance for the first quarter of 2025. It is not our intention to provide quarterly guidance in the future. For the quarter ending March 31, 2025, the Company expects:

Revenue to be in the range of $260 million to $270 million
Adjusted EBITDA margin⁽²⁾ to be in the range of 11% to 13%

For the year ending December 31, 2025, the Company expects:

Revenue to be in the range of $1.05 billion to $1.15 billion
Adjusted EBITDA⁽²⁾ to be in the range of $180 million to $200 million
Adjusted net income per share⁽²⁾ to be in the range of $0.60 to $0.70

Supplemental Presentation and Conference Call Information

ARRAY has posted a supplemental presentation to its website, which will be discussed during the conference call hosted by management today (February 27, 2025) at 5:00 p.m. (ET). The conference call can be accessed live over the phone by dialing (877)-869-3847 (domestic) or (201)-689-8261 (international) and entering the passcode 13750627 or via webcast of the live conference call by logging onto the Investor Relations sections of the Company’s website at http://ir.arraytechinc.com. A telephonic replay will be available approximately three hours after the call by dialing (877)-660-6853 (domestic), or (201)-612-7415 (international) with the passcode 13750627. The replay will be available until 11:59 p.m. (ET) on March 13, 2025. The online replay will be available for 30 days on the same website immediately following the call.

About ARRAY Technologies, Inc.

ARRAY Technologies (NASDAQ: ARRY) is a leading global provider of solar tracking technology to utility-scale and distributed generation customers, who construct, develop, and operate solar PV sites. With solutions engineered to withstand the harshest weather conditions, ARRAY’s high-quality solar trackers, software platforms and field services combine to maximize energy production and deliver value to our customers for the entire lifecycle of a project. Founded and headquartered in the United States, ARRAY is rooted in manufacturing and driven by technology – relying on its domestic manufacturing, diversified global supply chain, and customer-centric approach to design, deliver, commission, train, and support solar energy deployment around the world. For more news and information on ARRAY, please visit arraytechinc.com.

Investor Relations Contact:
Keith Jennings
505-437-0010
investors@arraytechinc.com

Media Contact:
Nicole Stewart
505-589-8257

Forward-Looking Statements

This press release contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, technology or product developments, financing and investment plans, dividend policy, competitive position, industry and regulatory environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “anticipates,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would,” “designed to” or similar expressions and the negatives of those terms.

ARRAY’s actual results and the timing of events could materially differ from those anticipated in such forward-looking statements as a result of certain risks, uncertainties and other factors, including without limitation: changes in growth or rate of growth in demand for solar energy projects; competitive pressures within our industry; factors affecting viability and demand for solar energy, including but not limited to, the retail price of electricity, availability of in-demand components like high voltage breakers, various policies related to the permitting and interconnection costs of solar plants, and the availability of incentives for solar energy and solar energy production systems, which makes it difficult to predict our future prospects; competition from conventional and renewable energy sources; a loss of one or more of our significant customers, their inability to perform under their contracts, or their default in payment; a drop in the price of electricity derived from the utility grid or from alternative energy sources; fluctuations in our results of operations across fiscal periods, which could make our future performance difficult to predict and could cause our results of operations for a particular period to fall below expectations; any increase in interest rates, or a reduction in the availability of tax equity or project debt capital in the global financial markets, which could make it difficult for customers to finance the cost of a solar energy system; existing electric utility industry policies and regulations, and any subsequent changes or new related policies and regulations, may present technical, regulatory and economic barriers to the purchase and use of solar energy systems, which may significantly reduce demand for our products or harm our ability to compete; the interruption of the flow of materials from international vendors, which could disrupt our supply chain, including as a result of the imposition of new and/or additional duties, tariffs and other charges or restrictions on imports and exports; changes in the global trade environment, including the imposition of import tariffs or other import restrictions; geopolitical, macroeconomic and other market conditions unrelated to our operating performance including but not limited to a pandemic, the Ukraine-Russia war, attacks on shipping in the Red Sea, conflict in the Middle East, and inflation and interest rates; our ability to convert our orders in backlog into revenue; the reduction, elimination or expiration, or our failure to optimize the benefits of government incentives for, or regulations mandating the use of, renewable energy and solar energy, particularly in relation to our competitors; failure to, or incurrence of significant costs in order to, obtain, maintain, protect, defend or enforce, our intellectual property and other proprietary right; delays in construction projects and any failure to manage our inventory; significant changes in the cost of raw materials; disruptions to transportation and logistics, including increases in shipping costs; defects or performance problems in our products, which could result in loss of customers, reputational damage and decreased revenue; delays, disruptions or quality control problems in our product development operations; our ability to retain our key personnel or failure to attract additional qualified personnel; additional business, financial, regulatory and competitive risks due to our continued planned expansion into new markets; cybersecurity or other data incidents, including unauthorized disclosure of personal or sensitive data or theft of confidential information; a failure to maintain an effective system of integrated internal controls over financial reporting; our substantial indebtedness, risks related to actual or threatened public health epidemics, pandemics, outbreaks or crises; changes to laws and regulations, including changes to tax laws and regulations, that are applied adversely to us or our customers, including our ability to optimize those changes brought about by the passage of the Inflation Reduction Act or any repeal thereof; and the other risks and uncertainties described in more detail in the Company’s most recent Annual Report on Form 10-K and other documents on file with the SEC, each of which can be found on our website, www.arraytechinc.com.

Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Non-GAAP Financial Information

This press release includes certain financial measures that are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”), including Adjusted gross profit, Adjusted gross margin, Adjusted EBITDA, Adjusted net income, Adjusted net income per share, Adjusted general and administrative expense and Free cash flow.

We define Adjusted gross profit as gross profit plus (i) amortization of developed technology and (ii) other costs if applicable. We define Adjusted gross margin as Adjusted gross profit as a percentage of revenue. We define Adjusted EBITDA as net income (loss) plus (i) other expense, net, (ii) foreign currency (gain) loss, net, (iii) preferred dividends and accretion, (iv) interest expense, (v) income tax (benefit) expense, (vi) depreciation expense, (vii) amortization of intangibles, (viii) amortization of developed technology, (ix) equity-based compensation, (x) change in fair value of contingent consideration, (xi) impairment of long-lived assets, (xii) goodwill impairment, (xiii) certain legal expenses, and (xiv) other costs. We define Adjusted net income as net income (loss) to common shareholders plus (i) amortization of intangibles, (ii) amortization of developed technology, (iii) amortization of debt discount and issuance costs (iv) preferred accretion, (v) equity-based compensation, (vi) change in fair value of contingent consideration, (vii) impairment of long-lived assets, (viii) goodwill impairment, (ix) certain legal expenses, (x) other costs, and (xi) income tax (benefit) expense adjustments. We define Adjusted general and administrative expense as general and administrative expense less (i) equity based compensation, (ii) certain legal expenses, (iii) other costs and (iv) income tax expense adjustments. We define Free cash flow as Cash provided by (used in) operating activities less purchase of property, plant and equipment and cash payments for the acquisition of right-of-use assets.

A detailed reconciliation between GAAP results and results excluding special items (“non-GAAP”) is included within this presentation. We calculate net income (loss) per share as net income (loss) to common shareholders divided by the basic and diluted weighted average number of shares outstanding for the applicable period and we define Adjusted net income per share as Adjusted net income (as detailed above) divided by the basic and diluted weighted average number of shares outstanding for the applicable period.

We believe that these non-GAAP financial measures are provided to enhance the reader’s understanding of our past financial performance and our prospects for the future. Our management team uses these non-GAAP financial measures in assessing the Company’s performance, as well as in planning and forecasting future periods. The non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly titled non-GAAP measures used by other companies.

Among other limitations, Adjusted gross profit, Adjusted gross margin, Adjusted EBITDA and Adjusted net income do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; do not reflect income tax expense or benefit; and other companies in our industry may calculate Adjusted gross profit, Adjusted gross margin, Adjusted EBITDA and Adjusted net income differently than we do, which limits their usefulness as comparative measures. Because of these limitations, Adjusted gross profit, Adjusted gross margin, Adjusted EBITDA and Adjusted net income should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP.

We compensate for these limitations by relying primarily on our GAAP results and using Adjusted gross profit, Adjusted gross margin, Adjusted EBITDA and Adjusted net income on a supplemental basis.

You should review the reconciliation of gross profit to Adjusted gross profit and net income (loss) to Adjusted EBITDA and Adjusted net income below and not rely on any single financial measure to evaluate our business.

⁽¹⁾ A reconciliation of the most comparable GAAP measure to its Non-GAAP measure is included below.
⁽²⁾ A reconciliation of projected Adjusted gross profit, Adjusted gross margin, Adjusted EBITDA and Adjusted net income per share, which are forward-looking measures that are not prepared in accordance with GAAP, to the most directly comparable GAAP financial measures, is not provided because we are unable to provide such reconciliation without unreasonable effort. The inability to provide a quantitative reconciliation is due to the uncertainty and inherent difficulty predicting the occurrence, the financial impact and the periods in which the components of the applicable GAAP measures and non-GAAP adjustments may be recognized. The GAAP measures may include the impact of such items as non-cash share-based compensation, revaluation of the fair-value of our contingent consideration, and the tax effect of such items, in addition to other items we have historically excluded from Adjusted EBITDA and Adjusted net income per share. We expect to continue to exclude these items in future disclosures of these non-GAAP measures and may also exclude other similar items that may arise in the future (collectively, “non-GAAP adjustments”). The decisions and events that typically lead to the recognition of non-GAAP adjustments are inherently unpredictable as to if or when they may occur. As such, for our 2025 outlook, we have not included estimates for these items and are unable to address the probable significance of the unavailable information, which could be material to future results.

Array Technologies, Inc. and Subsidiaries Consolidated Balance Sheets (unaudited) (in thousands, except per share and share amounts)

	December 31,
		2024			2023
ASSETS
Current assets
Cash and cash equivalents	$	362,992		$	249,080
Restricted cash		1,149			—
Accounts receivable, net		275,838			332,152
Inventories		200,818			161,964
Prepaid expenses and other		157,927			89,085
Total current assets		998,724			832,281

Property, plant and equipment, net		26,222			27,893
Goodwill		160,189			435,591
Other intangible assets, net		181,409			354,389
Deferred income tax assets		17,754			15,870
Other assets		41,701			40,717
Total assets	$	1,425,999		$	1,706,741

LIABILITIES, REDEEMABLE PERPETUAL PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	172,368		$	119,498
Accrued expenses and other		91,183			70,211
Accrued warranty reserve		2,063			2,790
Income tax payable		5,227			5,754
Deferred revenue		119,775			66,488
Current portion of contingent consideration		1,193			1,427
Current portion of debt		30,714			21,472
Other current liabilities		15,291			48,051
Total current liabilities		437,814			335,691

Deferred income tax liabilities		21,398			66,858
Contingent consideration, net of current portion		7,868			8,936
Other long-term liabilities		18,684			20,428
Long-term warranty		4,830			3,372
Long-term debt, net of current portion		646,570			660,948
Total liabilities		1,137,164			1,096,233

Commitments and contingencies (Note 16)

Series A Redeemable Perpetual Preferred Stock: $0.001 par value; 500,000 shares authorized; 460,920 and 432,759 issued, respectively; liquidation preference of $493.1 million at both dates		406,931			351,260

Stockholders’ equity
Preferred stock $0.001 par value – 4,500,000 shares authorized; none issued at respective dates		—			—
Common stock $0.001 par value – 1,000,000,000 shares authorized; 151,951,652 and 151,242,120 shares issued at respective dates		151			151
Additional paid-in capital		297,780			344,517
Accumulated deficit		(370,624	)		(130,230	)
Accumulated other comprehensive income (loss)		(45,403	)		44,810
Total stockholders’ equity		(118,096	)		259,248
Total liabilities, redeemable perpetual preferred stock and stockholders’ equity	$	1,425,999		$	1,706,741

Array Technologies, Inc. and Subsidiaries Consolidated Statements of Operations (unaudited) (in thousands, except per share amounts)

	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024				2023
Revenue	$	275,232		$	341,615		$	915,807			$	1,576,551
Cost of revenue:
Cost of product and service revenue		193,273			253,746			603,572				1,146,442
Amortization of developed technology		3,640			3,640			14,558				14,558
Total cost of revenue		196,913			257,386			618,130				1,161,000
Gross profit		78,319			84,229			297,677				415,551

Operating expenses:
General and administrative		45,663			43,710			160,567				159,535
Change in fair value of contingent consideration		396			732			125				2,964
Depreciation and amortization		8,702			9,567			36,086				38,928
Long-lived assets impairment		91,904			—			91,904		—		—
Goodwill impairment		74,000			—			236,000				—
Total operating expenses		220,665			54,009			524,682				201,427

(Loss) income from operations		(142,346	)		30,220			(227,005	)			214,124

Other income (expense), net		654			(888	)		(1,008	)			(1,015	)
Interest income		4,092			2,206			16,777				8,330
Foreign currency (loss) gain, net		(3,442	)		(326	)		(4,515	)			(53	)
Interest expense		(9,007	)		(8,857	)		(34,825	)			(44,229	)
Total other (expense) income		(7,703	)		(7,865	)		(23,571	)			(36,967	)

(Loss) income before income tax expense (benefit)		(150,049	)		22,355			(250,576	)			177,157
Income tax (benefit) expense		(23,146	)		3,013			(10,182	)			39,917
Net (loss) income		(126,903	)		19,342			(240,394	)			137,240
Preferred dividends and accretion		14,338			13,332			55,670				51,691
Net (loss) income to common shareholders	$	(141,241	)	$	6,010		$	(296,064	)		$	85,549

(Loss) income per common share
Basic	$	(0.93	)	$	0.04		$	(1.95	)		$	0.57
Diluted	$	(0.93	)	$	0.04		$	(1.95	)		$	0.56

Weighted average common shares outstanding
Basic		151,944			151,175			151,754				150,942
Diluted		151,944			152,110			151,754				152,022

Array Technologies, Inc. and Subsidiaries Consolidated Statements of Cash Flows (unaudited) (in thousands)

	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
Operating activities:
Net income (loss)	$	(126,903	)	$	19,342		$	(240,394	)	$	137,240
Adjustments to net income (loss):
Goodwill impairment		74,000			—			236,000			—
Impairment of long-lived assets		91,904			—			91,904			—
Provision for bad debts		(1,357	)		2,644			2,058			2,527
Deferred tax benefit		(30,371	)		(6,534	)		(37,650	)		(8,862	)
Depreciation and amortization		9,206			9,950			38,221			40,268
Amortization of developed technology		3,640			3,640			14,558			14,558
Amortization of debt discount and issuance costs		1,435			1,447			6,087			10,570
Gain on debt refinancing		—			(457	)		—			(457	)
Equity-based compensation		3,498			2,845			10,349			14,540
Change in fair value of contingent consideration		396			732			125			2,964
Warranty provision		3,127			1,075			3,163			4,666
Write-down of inventories		442			1,844			2,923			6,431
Changes in operating assets and liabilities, net of business acquisition:
Accounts receivable		(442	)		99,164			41,423			92,800
Inventories		(14,823	)		54,189			(44,787	)		66,743
Income tax receivables		33			(3,156	)		(4,112	)		9
Prepaid expenses and other		(24,505	)		(8,700	)		(69,708	)		(10,840	)
Accounts payable		24,475			(52,097	)		58,180			(37,654	)
Accrued expenses and other		34,492			(10,019	)		(436	)		5,325
Income tax payable		3,790			2,666			(863	)		1,936
Lease liabilities		(2,894	)		9,227			(8,624	)		1,177
Deferred revenue		8,443			(33,821	)		55,563			(111,986	)
Net cash provided by operating activities		57,586			93,981			153,980			231,955
Investing activities
Purchase of property, plant and equipment		(1,701	)		(5,374	)		(7,305	)		(16,989	)
Retirement/disposal of property, plant and equipment		(4	)		168			34			168
Cash payments for the acquisition of right-of-use assets		(11,276	)		—			(11,276	)		—
SAFE Investment		(3,000	)		—			(3,000	)		—
Sale of equity investment		—			—			11,975			—
Net cash used in investing activities		(15,981	)		(5,206	)		(9,572	)		(16,821	)
Financing activities
Series A equity issuance costs		—			—			—			(1,509	)
Tax withholding related to vesting of equity-based compensation		(18	)		—			(1,752	)		—
Proceeds from issuance of other debt		74,035			2,795			93,059			63,311
Principal payments on term loan facility		(1,075	)		(1,075	)		(4,300	)		(74,300	)
Principal payments on other debt		(72,545	)		(19,039	)		(97,424	)		(88,063	)
Contingent consideration payments		—			—			(1,427	)		(1,200	)
Net cash used in financing activities		397			(17,319	)		(11,844	)		(101,761	)
Effect of exchange rate changes on cash and cash equivalent balances		(10,233	)		3,614			(17,503	)		1,806
Net change in cash and cash equivalents		31,769			75,070			115,061			115,179
Cash and cash equivalents and restricted cash, beginning of period		332,372			174,010			249,080			133,901
Cash and cash equivalents and restricted cash, end of period	$	364,141		$	249,080		$	364,141		$	249,080

Supplemental cash flow information
Cash paid for interest	$	8,989		$	8,995		$	38,655		$	43,949
Cash paid for income taxes (net of refunds)	$	2,746		$	9,145		$	27,966		$	45,942

Non-cash investing and financing
Dividends accrued on Series A	$	(13,668	)	$	6,803		$	7,246		$	26,370

Array Technologies, Inc.
Adjusted Gross Profit, Adjusted EBITDA, Adjusted Net Income, General and Administrative Expense, and Free Cash Flow Reconciliation (unaudited)
(in thousands, except per share amounts)

The following table reconciles Gross profit to Adjusted gross profit:

	Three Months Ended December 31,					Year Ended December 31,
		2024		2023			2024		2023
Revenue		275,232		341,615			915,807		1,576,551
Cost of revenue		196,913		257,386			618,130		1,161,000
Gross profit		78,319		84,229			297,677		415,551
Gross margin		28.5	%	24.7	%		32.5	%	26.4	%

Amortization of developed technology		3,640		3,640			14,558		14,558
Adjusted gross profit		81,959		87,869			312,235		430,109
Adjusted gross margin		29.8	%	25.7	%		34.1	%	27.3	%

The following table reconciles Net income to Adjusted EBITDA:

	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
Net (loss) income	$	(126,903	)	$	19,342		$	(240,394	)	$	137,240
Preferred dividends and accretion		14,338			13,332			55,670			51,691
Net (loss) income to common shareholders	$	(141,241	)	$	6,010		$	(296,064	)	$	85,549
Other expense, net		(4,746	)		(1,318	)		(15,769	)		(7,315	)
Foreign currency loss (gain), net		3,442			326			4,515			53
Preferred dividends and accretion		14,338			13,332			55,670			51,691
Interest expense		9,007			8,857			34,825			44,229
Income tax (benefit) expense		(23,146	)		3,013			(10,182	)		39,917
Depreciation expense		1,140			772			4,410			2,669
Amortization of intangibles		8,142			9,186			33,811			37,607
Amortization of developed technology		3,640			3,640			14,558			14,558
Equity-based compensation		3,498			2,648			10,349			14,578
Change in fair value of contingent consideration		396			732			125			2,964
Long-lived assets impairment		91,904			—			91,904			—
Goodwill impairment		74,000			—			236,000			—
Certain legal expenses^(a)		2,240			244			6,773			898
Other costs^(b)		2,586			736			2,628			736
Adjusted EBITDA	$	45,200		$	48,178		$	173,553		$	288,134

^(a) Represents certain legal fees and other related costs associated with (i) Actions filed against the company and certain officers and directors alleging violations of the Securities Exchange Acts of 1934 and 1933, which litigation was dismissed with prejudice by the Court on May 19, 2023 and subsequently appealed. The appeal has been fully briefed, argued, and the Company is awaiting a decision, and (ii) legal and success fees related to a regional tax dispute for a period prior to the acquisition of STI, and (iii) other litigation and legal matters. We consider these costs not representative of legal costs that we will incur from time to time in the ordinary course of our business.

^(b) For the three months ended December 31, 2024, other costs represent costs related to the settlement of a regional tax dispute for a period prior to the acquisition of STI. For the twelve months ended December 31, 2024, other costs also include costs related to Capped-Call accounting treatment evaluation and the settlement of a regional tax dispute. For the three months ended December 31, 2023, other costs represent costs related to Capped-Call accounting treatment evaluation.

The following table reconciles Net income to Adjusted net income:

	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
Net (loss) income	$	(126,903	)	$	19,342		$	(240,394	)	$	137,240
Preferred dividends and accretion		14,338			13,332			55,670			51,691
Net (loss) income to common shareholders	$	(141,241	)	$	6,010		$	(296,064	)	$	85,549
Amortization of intangibles		8,142			9,187			33,811			37,607
Amortization of developed technology		3,640			3,640			14,558			14,558
Amortization of debt discount and issuance costs		1,547			1,447			6,199			10,570
Preferred accretion		7,093			6,528			27,510			25,320
Equity based compensation		3,498			2,648			10,349			14,578
Change in fair value of contingent consideration		396			732			125			2,964
Impairment of long-lived assets		91,904			—			91,904			—
Goodwill impairment		74,000			—			236,000			—
Certain legal expenses^(a)		2,240			244			6,773			898
Other costs^(b)		2,586			736			2,628			736
Income tax expense adjustments^(c)		(28,688	)		(4,757	)		(42,596	)		(20,863	)
Adjusted net income	$	25,117		$	26,415		$	91,197		$	171,917

(Loss) income per common share
Basic	$	(0.93	)	$	0.04		$	(1.95	)	$	0.57
Diluted	$	(0.93	)	$	0.04		$	(1.95	)	$	0.56
Weighted average number of common shares outstanding
Basic		151,944			151,175			151,754			150,942
Diluted		151,944			152,110			151,754			152,022

Adjusted net income per common share
Basic	$	0.17		$	0.17		$	0.60		$	1.14
Diluted	$	0.16		$	0.17		$	0.60		$	1.13
Weighted average number of common shares outstanding
Basic		151,944			151,175			151,754			150,942
Diluted		152,255			152,110			152,285			152,022

^(a) Represents certain legal fees and other related costs associated with (i) Actions filed against the company and certain officers and directors alleging violations of the Securities Exchange Acts of 1934 and 1933, which litigation was dismissed with prejudice by the Court on May 19, 2023 and subsequently appealed. The appeal has been fully briefed, argued, and the Company is awaiting a decision, and (ii) legal and success fees related to a regional tax dispute for a period prior to the acquisition of STI and (iii) other litigation and legal matters. We consider these costs not representative of legal costs that we will incur from time to time in the ordinary course of our business.

^(b) For the three months ended December 31, 2024, other costs represent costs related to the settlement of a regional tax dispute for a period prior to the acquisition of STI. For the twelve months ended December 31, 2024, other costs also include costs related to Capped-Call accounting treatment evaluation and the settlement of a tax dispute. For the three months ended December 31, 2023, other costs represent costs related to Capped-Call accounting treatment evaluation.

^(c) Represents the estimated tax impact of all Adjusted Net Income add-backs, excluding those which represent permanent differences between book versus tax.

The following table reconciles General and administrative expense to Adjusted general and administrative expense:


	Three Months Ended December 31,					Year Ended December 31,
		2024		2023			2024		2023
General and administrative expense		45,663		43,710			160,567		159,535
Equity based compensation		3,498		2,648			10,349		14,578
Certain legal expenses^(a)		2,240		244			6,773		898
Other costs^(b)		2,586		736			2,628		736
Income tax expense adjustments^(c)		(28,688	)	(4,757	)		(42,596	)	(20,863	)
Adjusted general and administrative expense		25,299		42,581			137,721		154,884

^(a) Represents certain legal fees and other related costs associated with (i) Actions filed against the company and certain officers and directors alleging violations of the Securities Exchange Acts of 1934 and 1933, which litigation was dismissed with prejudice by the Court on May 19, 2023 and subsequently appealed. The appeal has been fully briefed, argued, and the Company is awaiting a decision, and (ii) legal and success fees related to a regional tax dispute for a period prior to the acquisition of STI and (iii) other litigation and legal matters. We consider these costs not representative of legal costs that we will incur from time to time in the ordinary course of our business.

^(b) For the three months ended December 31, 2024, other costs represent costs related to the settlement of a regional tax dispute for a period prior to the acquisition of STI. For the twelve months ended December 31, 2024, other costs also include costs related to Capped-Call accounting treatment evaluation and the settlement of a tax dispute. For the Three months ended December 31, 2023, other costs represent costs related to Capped-Call accounting treatment evaluation.

^(c) Represents the estimated tax impact of all Adjusted Net Income add-backs, excluding those which represent permanent differences between book versus tax.

The following table reconciles new cash provided by operating activities to Free cash flow:

	Three Months Ended December 31,					Year Ended December 31,
		2024		2023			2024		2023
Net cash provided by operating activities		57,586		93,981			153,980		231,955
Purchase of property, plant and equipment		(1,701	)	(5,374	)		(7,305	)	(16,989	)
Cash payments for the acquisition of right-of-use assets		(11,276	)	—			(11,276	)	—
Free cash flow		44,609		88,607			135,399		214,966

The MIL Network –

February 28, 2025

MIL-OSI USA: Ernst, Miller-Meeks Expose Billion-Dollar Boondoggles

US Senate News:

Source: United States Senator Joni Ernst (R-IA)
WASHINGTON – U.S. Senate DOGE Caucus Chair Joni Ernst (R-Iowa) is exposing more waste with her Billion Dollar Boondoggle Act that will require the disclosure of any government project that is $1 billion over budget or five years behind schedule.
“From moondoggles to off-the-rails projects, Washington can’t seem to ever make the trains run on time or on budget,” said Ernst. “Bureaucrats always find a way to pay a whole lot more for planes, trains, and automobiles—and just about everything else. I am slamming the brakes on boondoggles and bringing them to a squealing halt.”
Congresswoman Mariannette Miller-Meeks (R-Iowa) is introducing companion legislation in the House of Representatives.
“Republicans were elected on a platform to tackle waste, fraud, and abuse,” said Miller-Meeks. “As Members of Congress, we are entrusted to be stewards of taxpayer dollars and government projects that are excessively costly and delayed must be held to account. Our bill will increase transparency – along with ongoing efforts by President Trump – to ensure we aren’t wasting billions of hard-earned taxpayer dollars.
Some of the biggest government boondoggles include:
Click here to view the bill text.
Background:
Billion-dollar boondoggles and the numerous costly California crazy trains were featured in Senator Ernst’s $2 trillion roadmap that was hand delivered to Elon Musk and President-elect Trump.
Ernst’s playbook has already racked up wins for taxpayers including forcing the sale of empty buildings, getting federal employees to return to work, consolidating costly software licenses, and much more.

MIL OSI USA News –

February 28, 2025
MIL-OSI Global: Trump mineral deal with Ukraine offers hope but little in the way of security

Source: The Conversation – UK – By Jonathan Este, Senior International Affairs Editor, Associate Editor

If you want to get an idea of how Donald Trump’s mind works (and this can change from day to day, as we know), it’s worth taking a look at his TruthSocial website. As I write, beneath a video pinned to the top of his feed featuring an AI-generated vision of “Trump Gaza” (complete with casinos, shopping malls and a giant golden statue of the man himself), can be found a clue to the frenetic presidential activity of the past month.

In a post threatening legal action against any writer or publisher whose “Fake books” offends, Trump refers to himself as “a President who is being given credit for having the Best Opening Month of any President in history”. Apparently George Washington is second on that list – and, given that Potus #1 took 33 days to sign the first bill passed under the new US constitution, you could say Potus #47 has left him trailing in his wake.

Of course #47 appears to face fewer constitutional constraints than his illustrious predecessor.

Sadly, though, Trump will be unable to include in this list the deal he has reportedly just struck with Volodymyr Zelensky which swaps a share in Ukraine’s mineral wealth for an as yet unspecified security guarantee.

Precise details of this deal aren’t confirmed. But we’re told that the original US$500 billion (£394 billion) demand has been dropped in return for a share in an investment fund into which Ukraine will contribute 50% of the revenue from its mineral resources. “What better could you have for Ukraine than to be in an economic partnership with the United States?” commented US national security adviser, Mike Waltz.

Sign up to receive our weekly World Affairs Briefing newsletter from The Conversation UK. Every Thursday we’ll bring you expert analysis of the big stories in international relations.

But for the sake of social media, a deal’s a deal and can be trumpeted as such. Zelensky is heading to Washington to sign the agreement and we shall find out in due course whether or not this will assure Ukraine’s future security. There is still the actual peace deal with Russia to work out, after all.

Another landmark foreign policy deal brokered by the Trump White House was with the Taliban in 2020 and concerned the future of Afghanistan. And, as Philip A. Berry writes, Zelensky can take little comfort in that.

Berry, a research fellow at King’s College London, who has extensive experience of working with anti-narcotics agencies in Afghanistan, points to similarities in the way Trump managed negotiations with the Taliban and his deal-making with Ukraine and discussions so far with Russia. The Afghan government was largely cut out of the negotiations, as Trump has threatened to do to Ukraine with regards a peace deal. And like the current situation, Trump’s regular public utterances seriously undermined the talks. Berry concludes:

Trump’s Taliban deal excluded the US’s ally, conceded too much to an adversary, and was partly motivated by the perception of wasting American dollars in a far-off land. Unfortunately, these hallmarks are all too evident in the president’s stance on Ukraine. Zelensky can only hope that things work out better this time around.

Read more:
How Trump the ‘master deal-maker’ failed when it came to negotiating with the Taliban in Afghanistan

Trust will be absolutely vital if the US and Ukraine are to conclude this agreement and, more critically, if they are to reach terms with Russia that will guarantee the “just peace deal” that Zelensky craves, writes David J. Wilcox of the University of Birmingham. Wilcox points to the relationship of trust built by Mikhail Gorbachev and Ronald Reagan in the 1980s which paved a way for a series of nuclear weapons reduction treaties between the Soviet Union and the US.

It has just been announced that preparations are being made for “expert-level” talks between the US and Russia, but, as Wilcox points out, “any negotiations to end the war will rest ultimately on those two states and their leaders”. And at present, nothing has been publicly said about whether Putin and Zelensky have even agreed to meet.

Read more:
Ukraine war: why negotiations depend on trust

Meanwhile, what do we know about Ukraine’s mineral wealth and what sort of return Trump can expect for the US? Dafydd Townley, an expert in international security at the University of Portsmouth, stresses that Trump’s recent decision to impose punitive tariffs against Beijing has closed off China as a source of key minerals on which the US has been reliant up until now.

It’s a clue, writes Townley, as to why the US president seemed very keen on bringing his deal-making facilities to bear on Greenland, which also has large deposits of desirable minerals.

Interestingly, as Townley points out, Russia has taken control of about 20% of Ukraine’s mineral deposits under the territory it now controls (which America would be open to exploiting according to an offer made by Vladimir Putin’s aides at the recent talks in Saudi Arabia).

It’s also worth noting that Ukraine’s extraction sector has suffered over the past decade from chronic under-investment, thanks to the ongoing hostilities between Russia and Ukraine. As a result it could be some years before the US gets what it needs from the deal it has reportedly struck with Kyiv.

Read more:
Why Trump really wants Ukraine’s minerals — China has put theirs off limits

Three long years

Amid all the shuttle diplomacy and wheeler-dealing taking place around them, at the start of the week the embattled Ukrainian population marked the third anniversary of Russia’s full-scale invasion. They were joined by more than a dozen foreign leaders who gathered in Kyiv to express their continuing support.

As the conflict moves into its fourth year, Stefan Wolff, an international security expert at the University of Birmingham, takes a look at the broader geopolitical implications of the conflict in the era of Trump.

He sees worrying parallels with the Munich conference of 1938 which sealed Czechoslovakia’s fate. Not, as you might expect, in terms of Trump’s apparent appeasement of Putin – but because, like Munich, talks on the fate of a sovereign nation are being held without that nation being present. Wolff writes:

There is every indication that Putin is unlikely to stop in or with Ukraine. And it is worth remembering that the second world war started 11 months after Neville Chamberlain thought he had secured “peace in our time”.

This, of course, is the prospect that has both terrified and stiffened the resolve of Ukraine’s western allies. But Wolff also points to limitations in this analogy, in that he doesn’t believe that Trump is acting out of fear that he is in a weaker position than Putin, as did Neville Chamberlain and the French prime minister Édouard Daladier.

It’s rather that Trump sees himself as part of a triumvirate of world leaders, along with Putin and China’s president, Xi Jinping, who have the opportunity to carve out spheres of influence and establish a new world order based on the exercise of raw power.

Read more:
Ukraine war: Trump is not trying to appease Putin – he has a vision of a new US-China-Russia order

Richard Youngs, meanwhile, sees the dawning of what he calls a “no world order”. Youngs, an international relations expert at the University of Warwick, sees an era of flux, where the stability of the past 80 years is disintegrating without anything stable or concrete to replace it.

Several European leaders, including Keir Starmer who is today visiting Trump in Washington, are due to meet this Sunday ahead of a bigger defence summit in Brussels next week, to continue discussions about how to respond to the changing Ukraine situation. Reports suggest a European defence bank or fund that would include the UK may be on the cards.

Youngs certainly believes that European powers will need to consider practical measures in order to bind themselves into more cohesive relationship and ensure their continuing autonomy. One of those will be in boosting their defence capabilities – something that is now gathering pace in the face of US pressure.

But more radical thinking will be needed, writes Youngs, who has coined the term “geoliberalism” as a way of visualising the sort of thinking about the values and certainties that can bind Europe together in the face of global turbulence.

Read more:
No world order: Europe needs more radical thinking for the Trump era

Alex Titov, meanwhile, believes that for all the talk of “deals” to end the violence, both sides have their reasons for wanting to continue, given that their stated positions remain diametrically opposed and irreconcilable.

Russia’s battlefield progress, while steady, is slow and there’s no real prospect of it forcing a capitulation from Kyiv in the next 12 months. But – particularly with the radically different US position under Donald Trump, neither is there any chance of Russia being forced off the territory it has captured. Ominously, Titov concludes, this could mean that “the bloodiest battles of the war are yet to come”.

Read more:
Ukraine war three years on: the bloodiest battles may be still to come

A new way of governing

After a whirlwind first month, Trump held his first cabinet meeting this week, with a special appearance from his right-hand man Elon Musk, who reportedly got to speak more than anyone else. Musk, of course, has been responsible for much of the maelstrom of activity that has caused so much disquiet and is providing a lot of work for lawyers who are pushing back against many of the new adminstration’s measures on the grounds they are unconstitutional.

Musk, Trump and his vice-president J.D. Vance have, in turn, pushed back against judges who have issued injunctions to either halt or delay some of their measures. Musk, in a fit of pique this week when three judges halted three of the administration’s policies, complained bitterly “What is the point of having democratic elections if unelected activist ‘judges’ can override the clear will of the people? Well, that’s no democracy at all!”

Stephen Lovell, professor of modern history at King’s College London, has been looking at the way that Trump and his team are attempting to bend the US constitution to their will, comparing their approach to that of Vladimir Putin. Putin, as we know, never saw a constitutional loophole he didn’t want to wriggle through or otherwise obliterate.

Read more:
Trump, Putin and the authoritarian take on constitutionalism

World Affairs Briefing from The Conversation UK is available as a weekly email newsletter. Click here to get updates directly in your inbox.

– ref. Trump mineral deal with Ukraine offers hope but little in the way of security – https://theconversation.com/trump-mineral-deal-with-ukraine-offers-hope-but-little-in-the-way-of-security-250962

MIL OSI – Global Reports –

February 28, 2025
MIL-OSI USA: VIDEO: Capito Votes to Overturn Biden–Era Natural Gas Tax

US Senate News:

Source: United States Senator for West Virginia Shelley Moore Capito
To watch Chairman Capito’s floor remarks, click here.
WASHINGTON, D.C. – Today, U.S. Senator Shelley Moore Capito (R-W.Va.), Chairman of the Senate Environment and Public Works (EPW) Committee, voted to overturn the Biden Environmental Protection Agency’s (EPA) Waste Emissions Charge (WEC) regulation as part of the Methane Emissions Reduction Program (MERP) under the Democrats’ Inflation Reduction Act. This rule enabled the collection of the Democrats’ natural gas tax, which would hurt American energy generation, damage our economy, and be detrimental to energy jobs across our country. The Senate approved the Congressional Review Act (CRA) joint resolution of disapproval, which was introduced by U.S. Senator John Hoeven (R-N.D.) and co-sponsored by Chairman Capito, by a vote of 52-47.
Prior to the final vote on the CRA, Chairman Capito delivered remarks on the Senate floor outlining the consequences of the natural gas tax and the importance of natural gas to American energy dominance, and urged her colleagues to support the measure.
Below are the floor remarks of Chairman Shelley Moore Capito (R-W.Va.) as delivered.
“I rise today in support of my friend from North Dakota, Senator Hoeven’s, Congressional Review Act resolution to block the implementation of the Biden administration’s Waste Emissions Charge, otherwise known as the natural gas tax.
“Since the day this regulation was finalized last November, I pledged that I would work with President Trump and my colleagues in the Congress to repeal this misguided, anti-energy tax. Today in the Senate, that is exactly what we’re working to do.
“We must recognize that we are in a critical moment for American energy. The North American Energy Reliability Corporation has found that over the next 10 years, due to a rise in energy consumption and the early retirement of our existing fossil fuel generation, our country could face major electric generation and reliability concerns.
“We must take action now to ensure that our future demand is met, that the lights remain on, our homes remain warm, and our economy keeps moving for Americans all across this country. We can do this by continuing to invest in natural gas.
“Over 60% of American homes, every day, heat their homes, their water, or their food with natural gas. Natural gas is responsible for over 40% of electricity generation, and fuels more than half of our industrial sector’s process heat. While the natural gas tax fails to recognize this reality, let’s look at what is true.
“Fracking and shale gas have both revolutionized and transformed American energy, leading to lower prices, job growth, and increased American energy security. According to the Energy Information Administration, the rapid expansion of natural gas-fired power plants, in this country, has decreased the power sector’s carbon dioxide emissions by 35% over the last 25 years.
“Natural gas has the potential to further reduce American greenhouse gas emissions if we continue to increase production.
“Natural gas is affordable, reliable, and a clean source of energy, vital to our country and our economy. We should be expanding natural gas production, not restricting it. Instead, the natural gas tax will constrain American natural gas production, leading to increased energy prices and providing a boost to the production of natural gas in Russia.
“Simply put, repealing the natural gas tax is a win for our economy, a win for our natural security, and a win for our environment.
“As part of establishing this tax, the Democrats’ so-called ‘Inflation Reduction Act’ ordered the EPA to revise its subpart W requirements in order to facilitate the reporting and calculation of the tax.
“The EPA subpart W revisions blatantly disregard and overstep even the partisan mandates of the IRA, and would excessively increase the tax burden on American energy under this natural gas tax. The revised emission factors with its subpart W reporting requirements make broad assumptions about oil and gas operations and technology that will lead to inaccurate reporting for many owners and operators.
“The rule would not only radically expand the scope of emissions required to be reported by each facility under the greenhouse gas reporting program, but it also excessively expands the number of facilities that are covered by subpart W, and consequently, responsible to pay the natural gas tax.
“Due to this uninformed and artificial overestimate of U.S. methane emissions, some smaller operators, who were once below the waste emissions threshold, are now at risk of seeing their reported methane emissions inflated, and owe large sums under the natural gas tax. If not repealed, this rule will arbitrarily increase the cost and burden of reporting under subpart W, motivated by the Democrats’ interest in growing the revenues generated by their natural gas tax.
“This will make it even more difficult and expensive to produce, transport, and consume American natural gas, and in turn, will hurt both American families who rely on the energy, and the environment of the communities that we live.
“It’s important that we note that our efforts today works in tandem with this Chamber’s recently passed budget resolution. As Chairman of the Environment and Public Works Committee, I have long intended to stop the natural gas tax, and we will continue to pursue this through the reconciliation process.
“Today’s vote on the CRA provides all senators the opportunity to put our vote on record after witnessing the Biden EPA’s bait and switch on the implementation of this misguided policy.
“I encourage my colleagues to support the CRA that is central to our mission of American energy dominance, and rejects this tax that will bolster our adversaries, increase energy costs on American families, and put our energy future at risk.”

MIL OSI USA News –

February 28, 2025
MIL-OSI USA: Murphy, Senate Foreign Relations Committee Democrats Statement On Trump Administration’s Reckless Termination Of U.S. Foreign Assistance Programs

US Senate News:

Source: United States Senator for Connecticut – Chris Murphy

February 27, 2025

WASHINGTON—U.S. Senator Chris Murphy (D-Conn.), a member of the U.S. Senate Foreign Relations Committee, on Thursday joined U.S. Senate Foreign Relations Committee Ranking Member Jeanne Shaheen (D-N.H.), and U.S. Senators Chris Coons (D-Del.), Tim Kaine (D-Va.), Jeff Merkley (D-Ore.), Cory Booker (D-N.J.), Brian Schatz (D-Hawaii), Chris Van Hollen (D-Md.), Tammy Duckworth (D-Ill.) and Jacky Rosen (D-Nev.) in issuing the following statement on the Trump Administration’s reckless termination of nearly all U.S. foreign assistance programs:
“It is clear that the Trump Administration’s foreign assistance ‘review’ was not a serious effort or attempt at reform but rather a pretext to dismantle decades of U.S. investment that makes America safer, stronger and more prosperous. There is no indication Secretary Rubio conducted a program-by-program review of the more than 9,000 awards or considered the dire national security implications of these rash actions. Ending programs first and asking questions later only jeopardizes millions of lives and creates a power vacuum for our adversaries like China and Russia to fill.
“While it’s easy to assume that these cuts will only affect people thousands of miles away, the fact is, the impact will be felt by American farmers who will no longer get top dollar for their crops to feed the hungry, churches who will no longer have the support of the U.S. government in their missions, American families who fall sick when diseases like Zika, Ebola and Malaria once again reach our shores and U.S. biotech companies who will no longer sell their drugs to treat the vulnerable overseas. Secretary Rubio should immediately come before our Committee. We expect him to not only consult with Congress but follow the law.”

MIL OSI USA News –

February 28, 2025
MIL-OSI Security: Dominican National Charged with Illegal Reentry

Source: Office of United States Attorneys

BOSTON – A Dominican man has been indicted by a federal grand jury in Boston for unlawfully reentering the United States after deportation.

Danny Miguel Tejada Hernandez, 29, was indicted on one count of unlawful reentry of a deported alien. He is currently in custody and will be arraigned in federal court in Boston at a later date.

According to the charging document, Tejada Hernandez was previously deported in August 2021. It is alleged that sometime after removal, Tejada Hernandez unlawfully reentered the United States.

The charge of unlawful reentry of a deported alien provides for a sentence of up to 20 years in prison, three years of supervised release and a fine of up to $250,000. The defendant is subject to deportation upon completion of any sentence imposed. Sentences are imposed by a federal district court judge based upon the U.S. Sentencing Guidelines and statutes which govern the determination of a sentence in a criminal case.

United States Attorney Leah B. Foley and Patricia H. Hyde, Field Office Director of U.S. Immigration and Customs Enforcement’s Enforcement and Removal Operations in Boston made the announcement. Assistant U.S. Attorney Jessica Soto of the Major Crimes Unit is prosecuting the case.

The details contained in the charging documents are allegations. The defendant is presumed innocent unless and until proven guilty beyond a reasonable doubt in a court of law.

MIL Security OSI –

February 28, 2025
MIL-OSI USA: Senate passes Kennedy-backed resolution to repeal Biden-era methane fee for U.S. energy producers

US Senate News:

Source: United States Senator John Kennedy (Louisiana)

WASHINGTON – The Senate today passed a joint resolution of disapproval under Congressional Review Act procedures that Sen. John Kennedy (R-La.) helped introduce. Sen. John Hoeven (R-N.D.) led the resolution, which would overturn the Biden administration’s proposed Environmental Protection Agency (EPA) rule to implement a fee on methane emissions.

Rep. August Pfluger (R-Texas) introduced the resolution in the House of Representatives. The resolution now moves to the president’s desk.

“For four years, the Biden administration waged war on oil and gas drilling—and hardworking Americans paid the price because of that. Today, the Senate voted to roll back another misguided policy and unleash U.S. energy production,” said Kennedy.

The EPA’s methane fee rule would effectively create a new tax on key parts of the American oil and gas industry, including both onshore and offshore natural gas production and liquefied natural gas import, export and storage.

On Jan. 17, 2025, the rule went into effect. Earlier this month, Kennedy helped introduce the resolution in the Senate.

Text of the resolution is available here.

MIL OSI USA News –

February 28, 2025
MIL-OSI USA: Sen. Moran to Chair the Senate Commerce Subcommittee on Aviation, Space, and Innovation
US Senate News:
Source: United States Senator for Kansas – Jerry Moran

WASHINGTON – The U.S. Senate Committee on Commerce, Science, and Transportation recently announced U.S. Senator Jerry Moran (R-Kan.) will serve as the Chair of the Subcommittee on Aviation, Space, and Innovation.

“The subcommittee will work on legislation to advance policies that put safety first while bolstering innovation and efficiency,” said Sen. Moran. “Recent tragedies demonstrate that our nation’s aviation system is facing a critical inflection point, and as Chairman, I will work to make certain air travel remains the safest method of transportation. I also look forward to supporting our nation’s rapidly evolving commercial space sector by advancing policies which promote the industry’s growth and capabilities. Kansas is home to the Air Capital of the World, and my work on this subcommittee will be informed by the global aviation and aerospace companies that call our state home and the small businesses that fill critical links in our supply chains.”

The Senate Commerce Subcommittee on Aviation, Space, and Innovation has jurisdiction over the Federal Aviation Administration (FAA), National Aeronautics and Space Administration (NASA), and the civil aviation and space policy functions of the Department of Transportation, Department of Commerce and National Space Council within the Executive Office of the President.

Chairman Moran’s Priorities for the 119th Congress:
- Aviation Safety: Investigating recent aviation accidents and subsequent safety reports to make certain our nation’s aviation safety regulators are equipped and able to effectively manage our air travel equipment and systems.
- Oversight: Ensuring the proper implementation the FAA Reauthorization Act of 2024, which Sen. Moran helped draft and unanimously pass in both chambers of Congress, to address the current and future demands of the aviation industry.
- Space Exploration: Supporting critical NASA programs, including the Artemis campaign, and prioritizing STEM education to equip the next generation to further our nation’s space goals.
- Commercial Space Growth: Enabling growth in the commercial space sector, which is already supporting critical national security missions and bolstering the U.S. in our space race against China and other adversaries.
MIL OSI USA News –
February 28, 2025

Category: Americas

Three long years

A new way of governing