Source: The Conversation (Au and NZ) – By Darcy Watchorn, Threatened Species Biologist, Wildlife Conservation & Science Department, Zoos Victoria, and Visiting Scholar, School of Life & Environmental Science, Deakin University
Darcy Watchorn
It’s a cold, drizzly night in a forest west of Melbourne. I’m sitting on a damp log, clutching a thermos of lukewarm tea and watching a koala snooze on a branch above me. Suddenly, it lifts its head. I sit up straight, pen poised to record what happens. But the koala simply yawns and resumes the blob position. I sigh and take another sip of tea.
Why am I doing this? To research the social behaviour of koalas and hopefully learn more about what they do at night, when they are most active.
After many nights, and many sips of tea, I witness something truly unexpected: male koalas engaging in affectionate behaviours with each other, such as play and grooming. I was shocked. Adult koalas are normally solitary, so observations such as this are exceedingly rare.
My new research paper presents these findings. It provides the most detailed account of these behaviours to date, and offers a unique glimpse into how social dynamics between koalas may change when they are forced to live in close quarters.
An adult female koala (right) and her very large joey (left) on a tree in Cape Otway, Victoria Darcy Watchorn
Why are these behaviours so surprising?
Most animals exhibit some type of social behaviour. These can include mating, vocalising to communicate, or defending their territory. But some highly social, group-living animals – such as wolves, primates and dolphins – will also display friendly and peaceful acts between individuals, such as grooming each other and playing.
These are known as “affiliative” behaviours, and they are key to social relationships between animals, and to maintaining complex social hierarchies.
Adult koalas, though, are generally solitary (except, obviously, when mating). They are usually widely spread over an area and rarely come face-to-face, instead interacting over long distances by vocalising and leaving their scent.
And when male koalas do physically interact, it is usually a violent affair. More than once, I’ve seen male koalas scratched and bloodied — missing chunks of fur and even a claw — after fighting with a rival male.
That’s why my observations of affection between young male koalas were so surprising.
What I saw after dark
Over three painstaking weeks, I studied a koala population in the woodlands of Cape Otway, southern Victoria. Each night, I went out between 9pm and 2am to track and observe the males. I used a red-light spotlight to avoid disturbing them. If I saw something interesting, I filmed it. You can watch the video below.
After two weeks, I observed three males engaging in unexpected “affiliative” behaviours. They were grooming each other, sniffing each other’s genitals and vocalising to each other in soft, high-pitched calls, similar to the sounds baby koalas make.
They also appeared to be playing. They would gently — but perhaps provocatively — bite one another on the arm and ear, a bit like cheeky puppies do.
These interactions weren’t brief, either. I watched the koalas for two hours before finally giving in to sleep. When I went back at lunchtime the next day, they were still at it.
What’s behind these affectionate behaviours?
This type of social interaction between wild koalas had only been observed once before, more than 30 years ago, in a high-density koala population on French Island off Victoria.
Like that earlier observation, the koalas I recorded were young adult males, roughly aged between three and five years. Hormonal activity can surge at this life stage, leading to an increase in social behaviours such as play and boldness.
But if the affectionate behaviours were solely the result of teenage hormones, you’d expect it to be observed more often in many koalas in this age group. But that’s not the case.
Instead, these behaviours are most likely a result of the large koala populations.
Typically, fewer than two koalas are found per hectare. At Cape Otway, there were 15 koalas per hectare. This number can reach up to 20 in parts of South Australia and Victoria.
This high density means the home ranges of koalas are more likely to overlap and their interactions will be more frequent. It also means competition for food, space and mates can be especially high.
So young males might use affectionate behaviours — such as grooming and playing — to reduce conflict and manage stress. It may help individuals become familiar with their neighbours, establish hierarchies and avoid aggressive encounters.
Genetics may also play a role. Like many high-density koala populations, this population had low genetic diversity, meaning there was a high degree of relatedness among individuals.
The causes of low genetic diversity in high-density koala populations are complex. The species was almost hunted to extinction. This meant a vastly reduced number of koalas could pass on their genes to the next generation. To make matters worse, habitat destruction can prevent koalas from dispersing over a wide area.
Koalas are listed as endangered in New South Wales, Queensland and the ACT. But high-density koala populations, such as the one I observed in Cape Otway, also present major conservation challenges.
Too many koalas feeding in an area puts pressure on preferred tree species. This can result in mass tree death, and habitat loss for koalas and other species. In some cases, koalas can starve.
Unfortunately, there are no quick and easy solutions to this issue. Moving koalas from crowded areas to places where they are endangered often isn’t possible, due to differences in climate and the unique gut bacteria koalas need for their local food trees.
Other interventions, such as fertility control, can be effective. But this takes many years of intensive effort and significant funding, making it vulnerable to budget cuts and shifting priorities.
Some experts say culling could be used to control koala numbers and conserve the surrounding habitat, as it is for kangaroos. However, this is likely to draw widespread public opposition.
These complex challenges offer an unexpected silver lining, however. As my experience shows, high-density koala populations provide unique opportunities to observe rare social behaviours in this iconic species. All you need is curiosity, a big cup of tea, and patience.
Darcy Watchorn works for Zoos Victoria, a not-for-profit zoo-based conservation organisation. He is a member of the Ecological Society of Australia, the Australian Mammal Society, and the Society for Conservation Biology.
A golden bandicoot (_Isoodon auratus_)Colleen Sims/Department of Biodiversity, Conservation and Attractions, CC BY-SA
Before species go extinct, their populations often shrink and become isolated. Healthy populations tend to have a large gene pool with many genetic variants circulating. But the path to extinction erodes genetic diversity, because a species’ gene pool shrinks as the population declines. Losing genetic diversity limits the ability of populations to adapt to threats such as disease and climate change.
So, what is the state of genetic diversity in animals, plants, fungi and algae worldwide? And how could focusing on this crucial level of biodiversity help build resilience in the face of global change? We explore these questions in our new study, published today in Nature.
Our team of 57 scientists from 20 countries trawled through more than 80,000 scientific articles across three decades to summarise evidence of genetic change in populations in 141 countries.
Alarmingly, we found genetic diversity is being lost globally across many species, especially birds and mammals. This loss was most severe in studies reporting changes in habitat, new diseases, natural disasters, and human activities such as hunting or logging.
But there’s hope. Our study suggests conservation strategies can help maintain or even increase genetic diversity.
Isolated populations of the endangered Scandinavian arctic fox (Vulpes lagopus) have become inbred. Jonatan Pie, Unsplash
What is genetic diversity and why does it matter?
At the core of every cell lies a copy of the instruction manual for living things. This is the genetic code, made up of DNA molecules. But its sequence varies enormously, separating a moth from a tree from a bacterium. Even within a species, we see distinct genetic differences between individuals. These genetic differences contribute to differences in their traits, which is why we get individuals who are taller or shorter, faster or slower, bolder or more cautious.
This genetic diversity stems from mutations. Often, these mutations are not helpful. But at times, they can enable populations to adapt to change.
For example, golden kelp (Ecklonia radiata) likes colder water. But in a population, some individuals will have mutations suited for warm water. When a devastating marine heatwave hit the West Australian coast in 2011, individuals with warm-water mutations were more likely to survive and reproduce. This genetic diversity enabled the kelp population to adapt to the warmer conditions.
This is why genetic diversity is so important – it gives species more resilience in a rapidly changing world. This priority has been recognised in Australia’s Strategy for Nature, and in goals and targets discussed at the United Nations biodiversity summit COP16.
How can we safeguard or restore genetic diversity for threatened species?
To answer this question, we used a technique called meta-analysis to look for patterns. From more than 80,000 published articles, we identified 882 studies which measured changes in genetic diversity over time. These studies came from right around the globe and across the entire “tree of life”.
They show there are many ways to conserve genetic diversity. Here are five promising strategies to help keep species resilient.
Scientists from 20 countries came together to read thousands of papers and collect data on genetic diversity during in-person and online workshops. Robyn Shaw
Action 1: Adding individuals
Adding individuals to an existing population is known as supplementation. Our research found supplementation was the only action linked to a significant increase in genetic diversity, especially in birds.
Supplementation can help reduce the harmful effects of inbreeding, which is common in small, isolated populations. For example, conservationists working to safeguard New Zealand’s South Island robins (Petroica australis) moved female birds between isolated islands. The offspring of parents from different islands had stronger immune systems, higher survival rates, and improved reproductive health compared to their inbred counterparts.
Supplementation is key for boosting genetic diversity, improving population health and building resilience.
Action 2: Population control
Doing the opposite – removing individuals – can actually improve outcomes for the population as a whole in some circumstances, by, for instance, reducing competition.
But genetic diversity results varied a lot in studies using population control. So how can this strategy be used effectively?
In one case, conservationists in the United States used population control of coaster brook trout (Salvelinus fontinalis) in a hatchery to prevent any single family from breeding too much. This meant multiple genetic lineages were maintained, increasing genetic diversity.
Action 3: Restoration
Ecosystem restoration can include planting trees, rehabilitating wetlands or restoring natural patterns of fire and water. We found genetic diversity was often maintained over time when ecological restoration was used.
Restoration efforts, alongside supplementation, are important to the survival of the greater prairie-chicken (Tympanuchus cupido), which had lost much habitat. Researchers report restoring and expanding suitable habitat is proving crucial to sustain genetic diversity and achieving long-term recovery.
Found in the US and Canada, greater prairie-chickens are known for their courtship dance. Danita Delimont/Shutterstock
Action 4: Control of other species
Feral, pest or overabundant species can outcompete, eat, or graze on species under threat. Controlling these species was linked to maintenance of genetic diversity in the studies we analysed overall.
For example, control of red fox numbers helped the Arctic fox(Vulpes lagopu) recover in Sweden. The technique reduced competition over resources such as food while new foxes from Norway were added to the wild population. Inbreeding was reduced, and survival improved.
Action 5: Conservation introductions and reintroductions
Establishing new populations at new sites is known as a conservation introduction, while a reintroduction means restoring populations where they previously existed.
We found mixed results for genetic diversity when these actions were reported. So, what factors contribute to success?
In Western Australia, a large number of golden bandicoots (Isoodon auratus) from a robust island population were reintroduced to three sites. After six generations, genetic diversity at these sites remained similar to the original source population. Success came from careful planning to ensure the new populations had a large gene pool to start from.
Overall, our study revealed many cases of genetic diversity loss. But we also found evidence that conservation action – especially supplementation – can improve the genetic health of a species.
Researchers, conservation managers and volunteers helped grow seedlings and establish new populations of the critically endangered feather-leaved banksia near Albany in Western Australia. David Coates
What can you do?
Supporting genetic diversity can be done at home.
If you have a garden, you can plant native species to support habitat connectivity.
Growing heirloom vegetables and rare fruit trees, or breeding heritage chooks can maintain genetic diversity in our food system.
Join community or botanic garden groups, or work with conservation groups to improve habitat or bolster numbers of threatened species.
While enjoying nature, avoid accidentally moving plants, seeds, or soil to new areas to reduce the spread of pests and diseases.
These small actions add up, helping to safeguard biodiversity at all levels – including genetic diversity.
Robyn Shaw was supported during the study by funding from the Australian Research Council. The project workshop was sponsored by the European Cooperation in Science and Technology Action ‘Genomic Biodiversity Knowledge for Resilient Ecosystems’. She is a member of the Coalition for Conservation Genetics and the IUCN Conservation Genetics Specialist Group.
Catherine Grueber’s research into the conservation genetics of threatened species receives funding from the Australian Research Council and the University of Sydney (Robinson Fellowship). She is a member of the Coalition for Conservation Genetics, and the IUCN Conservation Genetics Specialist Group.
Katherine Farquharson was supported during the study by funding from the Australian Research Council Centre of Excellence for Innovations in Peptide and Protein Science. She is affiliated with Koala Conservation Australia.
Source: The Conversation (Au and NZ) – By Karin Hammarberg, Adjunct Senior Research Fellow, Global and Women’s Health, School of Public Health & Preventive Medicine, Monash University
Every now and then we see media reports about celebrities in their mid 40s having surprise pregnancies. Or you might hear stories like these from friends or relatives, or see them on TV.
Menopause signals the end of a woman’s reproductive years and happens naturally between age 45 and 55 (the average is 51). After 12 months with no periods, a woman is considered postmenopausal.
While the chance of pregnancy is very low in the years leading up to menopause – the so called menopausal transition or perimenopause – the chance is not zero.
So, what do we know about the chance of conceiving naturally after age 45? And what are the risks?
Is there a spike in fertility before menopause?
The hormonal changes that accompany perimenopause cause changes to the menstrual cycle pattern, and some have suggested there can be a “surge” in fertility at perimenopause. But there’s no evidence this exists.
In the years leading up to menopause, a woman’s periods often become irregular, and she might have some of the common symptoms of menopause such as hot flushes and night sweats.
This might lead women to think they have hit menopause and can’t get pregnant anymore. But while pregnancy in a woman in her mid 40s is significantly less likely compared to a woman in her 20s or 30s, it’s still possible.
The stats for natural pregnancies after age 45
Although women in their mid- to late 40s sometimes have “miracle babies”, the chance of pregnancy is minimal in the five to ten years leading up to menopause.
The monthly chance of pregnancy in a woman aged 30 is about 20%. By age 40 it’s less than 5% and by age 45 the chance is negligible.
We don’t know exactly how many women become pregnant in their mid to late 40s, as many pregnancies at this age miscarry. The risk of miscarriage increases from 10% in women in their 20s to more than 50% in women aged 45 years or older. Also, for personal or medical reasons some pregnancies are terminated.
According to a review of demographic data on age when women had their final birth across several countries, the median age was 38.6 years. But the range of ages reported for last birth in the reviewed studies showed a small proportion of women give birth after age 45.
Having had many children before seems to increase the odds of giving birth after age 45. A study of 209 women in Israel who had conceived spontaneously and given birth after age 45 found 81% had already had six or more deliveries and almost half had had 11 or more previous deliveries.
There’s no reliable data on how common births after age 45 are in Australia. The most recent report on births in Australia show that about 5% of babies are born to women aged 40 years or older.
However, most of those were likely born to women aged between 40 and 45. Also, the data includes women who conceive with assisted reproductive technologies, including with the use of donor eggs. For women in their 40s, using eggs donated by a younger woman significantly increases their chance of having a baby with IVF.
What to be aware of if you experience a late unexpected pregnancy
A surprise pregnancy late in life often comes as a shock and deciding what to do can be difficult.
Depending on their personal circumstances, some women decide to terminate the pregnancy. Contrary to the stereotype that abortions are most common among very young women, women aged 40–44 are more likely to have an abortion than women aged 15–19.
This may in part be explained by the fact older women are up to ten times more likely to have a fetus with chromosomal abnormalities.
There are some extra risks involved in pregnancy when the mother is older. More than half of pregnancies in women aged 45 and older end in miscarriage and some are terminated if prenatal testing shows the fetus has the wrong number of chromosomes.
This is because at that age, most eggs have chromosomal abnormalities. For example, the risk of having a pregnancy affected by Down syndrome is one in 86 at age 40 compared to one in 1,250 at age 20.
Apart from the increased risk of chromosomal abnormalities, advanced maternal age also increases the risk of stillbirth, fetal growth restriction (when the unborn baby doesn’t grow properly), preterm birth, pre-eclampsia, gestational diabetes and caesarean section.
However, it’s important to remember that since the overall risk of all these things is small, even with an increase, the risk is still small and most babies born to older mothers are born healthy.
Multiple births are also more common in older women than in younger women. This is because older women are more likely to release more than one egg if and when they ovulate.
A study of all births in England and Wales found women aged 45 and over were the most likely to have a multiple birth.
The risks of babies being born prematurely and having health complications are higher in twin than singleton pregnancies, and the risks are highest in women of advanced maternal age.
What if you want to become pregnant in your 40s?
If you’re keen to avoid pregnancy during perimenopause, it’s recommended you use contraception.
But if you want to get pregnant in your 40s, there are some things you can do to boost your chance of conceiving and having a healthy baby.
If you get good news, talking to a doctor about what to expect and how to best manage a pregnancy in your 40s can help you be prepared and will allow you to get personalised advice based on your health and circumstances.
Karin Hammarberg does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.
Democracies worldwide are suffering from legitimacy problems. This is reflected in low levels of public trust in key political institutions, the polarisation of politics, and the erosion of public confidence in the capacity of governments to address societal concerns.
According to the 2024 Edelman Trust Barometer, only 50% of people worldwide trust their government, and the tally is even lower in many developed countries such as the United States and United Kingdom. A study by the Pew Research Center found only 20% of Americans trust their national government to do what is right “just about always” or “most of the time”.
Citizens almost everywhere view their elected officials and public institutions with suspicion. They believe decisions are made to serve special interests rather than the common good. This culture of discontentment is leading to reduced civic engagement, increased polarisation, the rise of identity politics, and a general sense of disillusionment with the political process. It has also sparked an upsurge in speculation as to whether democracy is dying, in recession or crisis.
The findings of the New Democratic Audit of Australia have just been published. They provide a timely and comprehensive evaluation of the current state of Australian democratic life.
The audit promises to bridge significant gaps in our understanding of Australia’s democracy.
A team of leading academics from universities in every state and territory deploys an audit approach to assess the democratic performance of federal, state and territory-level political institutions. It then examines how they have enabled or undermined Australian political life.
For instance, the monopoly of Australian governance by Coalition and Labor parties has only just begun to adjust to growing disillusionment with the two-party system.
To date, Australia has successfully avoided both rancorous populist politics (as in the US) and serious governance decline (as in the UK). However, the Voice to Parliament referendum and continued pandering to regressive immigration policies suggests populism could well be on the rise.
So what did the New Democratic Audit find?
Democracy under stress
1. Declining public trust in government. Trust in Australian political institutions is in decline. Only 30% of Australians report trust in government officials, according to the Australian Election Study.
The main concerns driving the decline in trust are lack of transparency in decision-making, perceptions of public sector inefficiency, political corruption, and the disconnection between politicians and citizens. Australians also express concerns about poor communication of policies. Furthermore, they believe governments have failed to deliver solutions to pressing issues such as the cost of living, wage stagnation and climate action.
A significant proportion of the population believes the country has become more divided. Major sources of division are the perception of the rich and powerful as a major dividing force (72%), followed by hostile foreign governments (69%), journalists (51%), and government leaders (49%).
2. Strong public satisfaction with democracy. Despite low trust in government, the 2024 World Values Survey shows that support for democratic values in Australia — such as free and fair elections, the rule of law, and representative democracy — remains strong. There is also a growing emphasis post-pandemic on the need for governments to address long-term challenges such as climate change and income inequality.
3. Australia is viewed internationally as a leading liberal democracy. Despite the challenges, Australia is assessed in most global rankings as one of the leading liberal democracies, with continuous economic growth, a strong federal system, and competitive elections. Its institutions have generally performed well, even in the face of global challenges such as the COVID pandemic. Australia is classed as one of only 24 “full democracies”.
4. The “protective power of democracy” is under pressure. The audit emphasises economist Amartya Sen’s concept of the “protective power of democracy as critical to achieving high quality democratic governance”. This relies on four components: electoral integrity, participatory opportunities, liberal values and good democratic governance.
5. Electoral integrity. Australia’s elections are free and fair, thanks to an independent election commission. However, concerns about government advertising and political donations undermine the fairness of elections, giving incumbent governments an advantage.
6. Public participation. Australia performs poorly in facilitating citizen participation beyond voting. Opportunities for civil society engagement, through localism, citizen juries or assemblies, are limited. Parliaments at various levels are not adequately representative in terms of gender and ethnicity, and regional policy concerns are often ignored.
7. Liberal values. Australia has made improvements in protecting civil rights, especially concerning LGBTQ+ issues and gender equality. But there remain significant gaps in protecting the rights of the most vulnerable groups, including Indigenous communities, differently abled people, and refugees. Australia lacks a comprehensive charter of human rights, and there are ongoing issues with the erosion of civil liberties.
8. Good democratic governance. This component refers to the instrumental importance of governments being responsible and accountable, responsive to the needs of the citizenry in service terms, and free from corruption. This is where the performance or supply of government matters most.
The audit finds Australia’s institutions are generally effective and adaptive, as seen in responses to the bushfires and the COVID pandemic. However, the federal government wields disproportionate power, which undermines traditional checks and balances. Public perception of corruption in politics and the public sector is also a growing public concern.
Reimagining Australian democracy
The audit concludes that Australia remains a full democracy, but faces critical challenges that require reflection and reinvention.
To renew its democracy, Australia must make its system of government more representative, accountable and responsive to the needs of citizens. There is a need for a stronger focus on integrity in politics, ensuring governments act transparently, empathetically and in ways that deliver tangible outcomes for the public. Public dissatisfaction with political corruption, inefficiency and a lack of responsiveness must be addressed to restore trust in political institutions.
While Australia continues to be a leading democracy, it faces pressing challenges that could undermine the sustainability of its democratic institutions if not addressed. The audit calls for a period of democratic reinvention, with an emphasis on improving governance to better serve citizens and maintain public trust in democracy.
The New Democratic Audit is free for download at: https://press.lse.ac.uk/site/books/e/10.31389/lsepress.ada/
Mark Evans has received funding and in-kind support to complete democratic audits in the United Kingdom (Joseph Rowntree Charitable Trust) and Australia (Museum of Australian Democracy at Old Parliament House, Canberra).
In October 2020, a van-sized robotic spacecraft briefly touched down on the surface of Bennu, a 525-metre-wide asteroid 320 million kilometres from Earth.
As part of NASA’s OSIRIS-REx mission, the spacecraft not only spent two years orbiting and imaging the asteroid, it also collected a precious sample of dust and small rocks from Bennu’s rubbly surface.
In September 2023, a capsule containing the pristine asteroid sample returned to Earth, landing in the Utah desert in the United States.
Since then, an international team of scientists – of which we are members – have been busy studying the roughly 120 grams of material collected from Bennu.
Our findings are revealed in two new papers published in Nature and Nature Astronomy today. They indicate that water may have once been present on Bennu’s parent body, and offer new insights into the chemistry of the early Solar System.
Pristine remnants of rocks from deep time
Asteroids are fragmentary remnants of pre-existing parent bodies from early in our Solar System’s history that have since been destroyed by collisions with other objects. They orbit the Sun and come in many different shapes, sizes and chemical compositions.
Asteroid Bennu was targeted for the OSIRIS-REx mission because remote sensing observations from Earth indicated it as a B-type asteroid. These asteroids are rich in carbon and hydrated clay minerals, possibly sharing similarities to the most primitive group of meteorites on Earth, known as carbonaceous chondrites.
Unlike meteorite samples, samples collected from asteroids have not been physically or chemically modified by Earth’s atmosphere and biosphere. This allows us to tackle key questions about the evolution of the early Solar System, planet formation, and the ingredients for life.
Another aim of the OSIRIS-REx mission is to link findings from samples in the laboratory to those from remote sensing techniques. This helps us corroborate astronomical observations of asteroids to improve our surveys of the Solar System.
Curation teams process the sample return capsule from NASA’s OSIRIS-REx mission in a cleanroom. Keegan Barber/NASA
Tiny crystals of salt minerals
To prevent contamination, the sealed capsule containing the sample was stored and handled in a huge glass box when it was returned to Earth. This tank had rubber gloves feeding into it from the side so scientists could handle the samples without directly touching them. It had also been purged with nitrogen to keep out moisture and oxygen from Earth’s atmosphere.
When we analysed the interior of Bennu’s dust particles, we were surprised to find tiny crystals of the salt minerals known as halite and sylvite.
This was a breakthrough discovery.
Halite is extremely rare in meteorites. It has only been found in three out of hundreds of thousands of known meteorites on Earth. We also know that halite is highly soluble. It can degrade quickly when exposed to air or water on Earth.
Other members of the OSIRIS-REx sample analysis team identified a variety of other salt minerals in the Bennu sample. These included sodium carbonates, phosphates, sulphates and fluorides.
These minerals can form by the evaporation of brines – similar to deposits that form in Earth’s salt lakes.
By comparing these results with the chemical makeup of salt lakes on Earth, a picture began to emerge of brines evaporating on the parent body of asteroid Bennu, leaving behind salts as evidence.
Tiny crystals of several minerals including sodium carbonate (pictured here) were found in samples of the asteroid Bennu. Timothy McCoy/Smithsonian
A variety of organic compounds
This discovery provides a new insight into water activity during the earliest times in our Solar System. But the presence of salt minerals is significant for another reason.
On Earth, these minerals are a catalyst for the formation of organic compounds such as nucleobases and nucleosides – the prebiotic building blocks of terrestrial biology.
And indeed, in a separate analysis of the Bennu sample, other colleagues on the OSIRIS-REx mission identified a wide variety of organic compounds present on the carbon- and nitrogen-rich asteroid.
These compounds include 14 of the 20 amino acids we also find in Earth’s biological processes. They also include several amino acids that are absent in known biology, ammonia, and all five nucleobases found in RNA and DNA.
Even though no life was detected on Bennu, the two new studies show that a briny, carbon-rich environment on Bennu’s parent body was suitable for assembling the building blocks of life.
In September 2023, a capsule containing the pristine sample from Bennu returned to Earth, landing in the Utah desert in the United States. Keegan Barber/NASA
Ongoing investigations
The findings from returned samples of asteroid Bennu may provide researchers insight into what happens on distant icy bodies in our Solar System.
Some of these bodies include Saturn’s moon Enceladus and the dwarf planet Ceres in the asteroid belt between Mars and Jupiter.
Both Enceladus and Ceres have subsurface brine oceans. Could they possibly harbour life?
We are continuing to investigate Bennu using the pristine samples collected back in 2020. We are currently researching the timing of the Bennu parent body breakup event and looking for evidence of impacts recorded by various minerals in the samples.
The authors of this article acknowledge the contribution of the following people to the research at Curtin University: Fred Jourdan, Steven Reddy, David Saxey, Celia Mayers, and Xiao Sun, as well as the entire OSIRIS-REx team.
William Rickard receives funding from the Australian Research Council, Australia Government
Nick Timms and Phil Bland do not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and have disclosed no relevant affiliations beyond their academic appointment.
HOUSTON, Jan. 29, 2025 (GLOBE NEWSWIRE) — Adams Resources & Energy, Inc. (NYSE AMERICAN: AE) (“Adams” or the “Company”) announced today that its stockholders have voted at a special meeting of the Company’s stockholders (the “Special Meeting”) to approve the pending acquisition of the Company by an affiliate of Tres Energy LLC. Under the terms of the merger agreement that was approved at the Special Meeting, Adams stockholders will receive $38.00 per share in cash for each share of Adams common stock they own immediately prior to the effective time of the merger.
Approximately 77% of the Company’s outstanding shares were voted at the Special Meeting, and the merger was approved by over 76% of the Company’s outstanding shares. The final voting results on the proposals voted on at the Special Meeting will be set forth in a Form 8-K that will be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”).
The merger is expected to close in early February 2025, subject to customary closing conditions.
Forward-Looking Statements and Information
This communication contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of historical fact, including statements about the timing of the proposed transaction, Adams’s ability to consummate the proposed transaction and the expected benefits of the proposed transaction, may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future of the Company based on current expectations and assumptions relating to the Company’s business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: (i) the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur, (ii) risks related to disruption of management time from ongoing business operations due to the proposed transaction, (iii) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of Adams, (iv) the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Adams to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers, (v) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company to pay a termination fee, (vi) unexpected costs, charges or expenses resulting from the Merger, (vii) potential litigation relating to the Merger that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto, (viii) worldwide economic or political changes that affect the markets that the Company’s businesses serve which could have an effect on demand for the Company’s products and services and impact the Company’s profitability, and (ix) disruptions in the global credit and financial markets, including diminished liquidity and credit availability, cyber-security vulnerabilities, crude oil pricing and supply issues, retention of key employees, increases in fuel prices, and outcomes of legal proceedings, claims and investigations. Accordingly, actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in Adams’s filings with the SEC, including the risks and uncertainties identified in Part I, Item 1A – Risk Factors of Adams’s Annual Report on Form 10-K for the year ended December 31, 2023 and in the Company’s other filings with the SEC.
These forward-looking statements speak only as of the date of this communication, and Adams does not assume any obligation to update or revise any forward-looking statement made in this communication or that may from time to time be made by or on behalf of the Company, whether in response to new information, future events, or otherwise, except as required by applicable law.
There can be no assurance that the proposed transaction will in fact be consummated. We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this communication. The Company undertakes no obligation or duty to update or revise any of these forward-looking statements after the date of this communication, whether in response to new information, future events, or otherwise, except as required by applicable law.
About Adams Resources & Energy, Inc.
Adams Resources & Energy, Inc. is engaged in crude oil marketing, transportation, terminalling and storage, tank truck transportation of liquid chemicals and dry bulk and recycling and repurposing of off-spec fuels, lubricants, crude oil and other chemicals through its subsidiaries, GulfMark Energy, Inc., Service Transport Company, Victoria Express Pipeline, L.L.C., GulfMark Terminals, LLC, Phoenix Oil, Inc., and Firebird Bulk Carriers, Inc. For more information, visit www.adamsresources.com.
About Tres Energy LLC
Tres Energy LLC is a privately held limited liability company that invests in and operates strategic energy assets across the United States. For more information, visit www.tres-energy.com.
Company Contact
Tracy E. Ohmart EVP, Chief Financial Officer tohmart@adamsresources.com (713) 881-3609
Corrie Hermann. – Dear President of the European Parliament, dear Roberta Metsola, dear Presidents, dear Members, Commissioners, excellencies, distinguished guests, this story about one Holocaust victim is dedicated to every one of the 6 million victims whom we deplore today.
My father, Hermann Pál, was born on 27 March 1902 in Budapest, in a well-to-do family. At the time, Budapest was still the second capital of the Habsburg Empire – the era which Stefan Zweig depicts in Die Welt von Gestern. The Jewish citizenry had become gradually an integral part of the community, and joined intensively in the professional, cultural and financial life.
Hermann Pál was intelligent and musical, and was admitted, at the age of 15, as a cello student at the famous Franz Liszt Academy, established in 1875 – the cradle of many generations of top musicians from Hungary. His best friend became the violinist Székely Zoltán, who would become a worldwide-known soloist and the first violinist of the New Hungarian String Quartet. Pál developed not only as a cellist but also as a composer. His teachers were Kodály and Bartók.
Even before the formal completion of his training, he reaped his first success in a private concert at the house of Arnold Schönberg with the ‘Sonata for Cello Solo’, which Kodály had composed a few years earlier. A performance of this sonata at a concert in Switzerland, which was organised by the International Society of Contemporary Music, was the first step in his international career.
But in the meantime, the First World War had raged in Europe. The Habsburg Empire was no more. Hungary’s wings had been clipped by the Trianon Treaty, and the new leader, Admiral Horthy, was the first one to introduce antisemitic laws. The young cellist went to Berlin and changed his name from the Hungarian Hermann Pál to Paul Hermann.
In Berlin, musical life was blooming. Paul took lessons at the Staatliche Academische Hochschule für Musik. To earn a living, he became a teacher at the progressive Volksmusikschule Berlin-Neukölln and he played in all kinds of ensembles: Baroque music, the great classics – Haydn, Mozart, Beethoven – and contemporary compositions by Hindemith, Ernst Toch and, of course, Kodály and Bartók.
The tie with Zoltán Székely was to endure all his life. Zoltán had settled in the Netherlands. Together they gave concerts which were favourably reviewed in the Netherlands, Germany and England. In London they stayed often at the house of a Dutch couple, Jacob de Graaff and Louise Bachiene. De Graaff was a wealthy businessman. He and his wife were lovers of art and music, and liked to entertain young artists. They admired the two musicians so much that in 1927 they bought a Stradivarius violin for Zoltán and, in 1928, a Gagliano cello for Paul. That cello has a leading part in this story.
Louise de Graaff corresponded frequently with relations in the Netherlands, and when Paul Hermann was scheduled to play in Amsterdam, she urged her young niece, Ada Weevers, to go to the concert and meet the artist. This meeting was such a success that they became engaged and married in 1931. They settled in an apartment in a new Berlin quarter, Charlottenburg. I was born in 1932 and there are pictures of my father holding me on the balcony.
But in 1933 came bad luck. On 30 January, Hitler became Reichskanzler in Germany and a threatening atmosphere for Jewish people becomes immediately acute. Jews are fired from public functions. Paul Hermann loses his job. The little family seeks refuge with Ada’s parents in the Netherlands. In the summer holiday, they stay near the seaside and, when swimming, Ada gets caught in a vortex in the waves and nearly drowns. She inhales water, it leads to pneumonia and she dies a few months later.
Paul Hermann joins Hungarian colleagues in Brussels. Together they perform as the Gertler Quartet. They tour Belgium, France, Switzerland, Italy, Hungary. He has left me with my maternal grandparents; a younger sister of my mother takes loving care of me. Every time my father visits is delightful. The whole family adores him.
After a few years in Brussels, Paul Hermann moves to Paris and continues his international career. On 4 August 1939, I turned seven. I remember him coming, always with his cello. Only recently, I found a letter my father wrote to a friend telling me about all the difficulties he had to get permission from the French authorities to cross the border to Holland. Foreign Jews are already under suspicion.
But I only know it’s my birthday, a party. As a present, my father gives me the new French book, ‘Histoire de Babar, le petit éléphant‘, and he teaches me my first French words: ‘Babar entre dans l’ascenseur, il monte dix fois en haut et descend dix fois en bas mais le garçon lui dit “ce n’est pas un joujou, monsieur l’éléphant”‘.
But again, the atmosphere is threatening. War breaks out at the end of August. Borders are closing. All foreign visitors return hastily. That winter, Western Europe is mobilised, but the fighting is in the east. We can still correspond. But in the spring, Hitler looks toward France. The French army is preparing the defence. Paul Hermann joins a régiment de marche de volontaires étrangers to assist the French army. In June, the Germans are in Paris. Northern France, Belgium and the Netherlands are occupied and under German rule. As a schoolchild, I remember the little boards everywhere: ‘Verboden voor Joden‘.
In France, the southern region is at first not occupied. People feel relatively safe there. Hermann and his cello stay first with the de Graaff couple, who have moved from London to the region south of Bordeaux, but then he moves to a room in Toulouse. He has some pupils and can give a few recitals. Censorship makes corresponding very difficult. We get only very few letters.
Sometimes he can visit Ada’s brother, Jan Weevers, who has an agricultural business in a village about 150 km from Toulouse. This brother-in-law supports him as much as he can. But in 1942, all France is occupied. The terror of the Gestapo reigns also in Toulouse. In Budapest, Berlin, Paris, Paul Hermann has been able to flee from antisemitism. Now this is not possible anymore. He takes false papers, names himself de Cotigny and hopes for the best.
But on 21 April 1944, he is arrested in a street raid, taken to the Toulouse prison and transported to Drancy, the assembling camp near Paris, from where the transports for the concentration camps departed.
In May 1944, he is put in a wagon with 60 other men as a part of transport number 73 from Drancy. While the train is waiting at the station, he manages to write a note to his brother-in-law and throws it out of the train. A kind passenger, who probably realises this could be a last message, posts it. Miraculously, it reaches Jan Weevers. It reads:
«On nous a dit que nous allions travailler à l’Organisation Todt. Nous sommes pleins d’espoir malgré tout. Quant à mes instruments, je te prie de sauver ce que tu peux.»
There is hardly any transportation, but Jan Weevers manages to go to Toulouse, where Paul’s rooms have been sealed by the Gestapo. Spoils of war. He forces a window and exchanges the precious Gagliano cello for a cheap student’s instrument. He takes it home. Paul’s cello is saved.
Transport 73 is not put to work for the organisation Todt. It is sent all through Europe to Kaunas in Lithuania. We don’t know what happened, but only a handful of the 900 prisoners who arrived in Kaunas will return after the war.
In the Netherlands, 1944-1945 is the hardest year of the war. There is no food, no heating. The infrastructure is heavily destructed. In May 1945, the Canadians entered the city where we lived. The Nazi regime capitulates, and it is immense joy.
Only weeks later, we hear what has happened in France. Investigations by Jan Weevers have been in vain. Will Paul Hermann return? In Tony Judt’s standard book Postwar, we read about the chaos in Middle Europe: many millions of displaced persons roam in deplorable conditions through what is left of Germany. Some returned home after months or years. Many don’t. Gradually we realise Paul will never come back.
Surrounded by a beloved extended family, I grow up, go to the university to study medicine, marry, have a family. As a doctor, I work mainly in public health. And at the end of my career, I am elected in the Netherlands Parliament for the Green Party. After retirement, I am reminded of a pile of handwritten music scores which have been laying around for more than 60 years. They are old compositions of my father. He played music with his colleagues in all kinds of combinations.
The Dutch foundation Forbidden Music Regained, which focuses on the work of composers who were persecuted by the Nazis, is interested. They are greatly impressed by the quality of the music, and organise concerts and recordings. My son Paul, named after his grandfather, develops into the coordinator of this legacy and makes it accessible to musicians all over the world.
When he’s visiting cousins in Los Angeles, they introduce him to the Recovered Voices project of the Los Angeles Colburn School of Music, which is also aimed at persecuted composers. Top cellist Clive Greensmith is enthusiastic about Hermann’s music, especially about a draft for a piece for cello and orchestra. Paul has a friend, an Italian composer, Fabio Conti, who makes the draft into a complete piece for cello and orchestra using themes from other Hermann compositions. Greensmith plays the premiere in 2018, in Lviv, Ukraine.
But another staff member in Los Angeles, Carla Shapreau, says: ‘Yes, this is the music. But where is that Gagliano cello?’ In 1953, Jan Weevers took the cello to the Netherlands. It has been sold to finance my studies, but we don’t know who bought it.
Carla enlists the help of Oxford-based biography writer Kate Kennedy, who is working on a book about the duality of cellists and their cellos. Kate also gets under the spell of the Hermann story, and she looks for the cello literally all over the world – asking cellists, luthiers, instrument dealers, music schools, browsing through auction catalogues. Who knows the whereabouts of a Gagliano cello made in 1730 with the text ‘Ego sum anima musicae’ – I am the soul of music – on the side? But Kate does not find it. The publication date of her book nears; she feels defeated.
The book Cello is published. Cellists everywhere read it. And then Kate gets a mail from a Chinese cello professor, Jian Wang, acting as jury member for the Concours Reine Elisabeth here in Brussels in 2022. He has noticed a cello. It is in the possession of the Robert Schumann Musik Hochschule in Düsseldorf, and only their best students are permitted to play it. At a presentation of Kate’s book Cello in the Wigmore Hall in London, where my father performed 100 years ago, Australian Sam Lucas plays, on Paul Hermann’s cello, one of his compositions.
Between 1920 and 1940, Paul Hermann played the same cello in all Western and Central Europe. Searching for this icon of European culture has connected people from all over the world: from Europe to Los Angeles to China to Australia. And its amazing story has captured interest everywhere.
For me, this is a reunion in spirit with the father whom I have missed for 85 years.
Hitler has burned books, destroyed paintings and buildings, murdered millions of people. But music is invincible.
Ego sum anima musicae. Freude, schöner Götterfunken. Alle Menschen werden Brüder.
The Highland Council has appointed Ruth Fry as Chief Officer – Human Resources and Communications and Paul Reid as Chief Officer – Facilities and Fleet Management.
The appointment of Ruth Fry completes the new senior management structure of the Council’s Corporate service cluster under the leadership of Allan Gunn, Assistant Chief Executive – Corporate.
Paul Reid joins the Council’s Place service cluster under the leadership of Malcolm MacLeod, Assistant Chief Executive – Place.
As previously intimated in Highland Council’s budget plan for 2024/25, a new senior management structure is being implemented following approval by the Council on 14 March 2024. It reconfigures the senior management team into two layers, rather than three and brings Highland Council into line with other benchmarked authorities.
Convener of the Council Cllr Bill Lobban said: “I would like to congratulate Ruth and Paul on their appointments and welcome them to The Highland Council. They bring with them a wealth of experience and leadership to the Council.”
Leader of the Council, Cllr Raymond Bremner added: “With these latest appointments I am pleased to see the Council’s senior management structure progressing with continued pace. The new structure is forecasted to initially deliver savings of £370,000 as part of the budget savings agreed by Council in February 2024, and it is anticipated that savings will eventually equate to around 20% of senior management team costs as part of a more streamlined management structure.”
Ruth Fry is currently NHS Highland’s Head of Communications and Engagement, with extensive public sector experience and is expected to start with Highland Council on 28 April 2025. Ruth has previously worked for Edinburgh, Clackmannanshire and Perth and Kinross councils in communications and performance roles. For the past four years she has lived and worked in the Highlands, leading staff and public communications and engagement for NHS Highland.
Paul Reid is currently employed by NHS Greater Glasgow and Clyde as Head of Transport and Travel and has been there since 2017. Prior to his current role he worked with Aberdeen City Council and private sector organisations including Stagecoach in Fleet Compliance and Management. Paul has an MSC in Logistics and Supply Chain Management and has extensive experience in ensuring efficient and safe operations. Paul is expected to start with Highland Council in early May and is looking forward to relocating to the Highlands with his family.
HOUSTON, Jan. 29, 2025 (GLOBE NEWSWIRE) — Superior Energy Services, Inc. (the “Company”) today announced that in connection with its previously announced plan to suspend the obligations of the Company to file periodic reports and other information pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s Board of Directors (the “Board”) determined the reverse stock split ratio to be 1-for-750 and the forward stock split ratio to be 750-for-1. These stock split ratios are within the ranges approved by written consent of the Company’s stockholders on December 16, 2024, pursuant to Section 228 of the Delaware General Corporation Law. The Board also determined to abandon all other stock split ratios within the ranges approved by written consent of the stockholders. As authorized by the Board, the Company will file with the State of Delaware certificates of amendment to the Company’s certificate of incorporation to effectuate the stock splits, which will become effective as of today. Following the effectiveness of the stock splits, the Company will file a Form 15 with the SEC certifying that it has fewer than 300 stockholders, which will suspend the Company’s obligations to file periodic reports and other information pursuant to the Exchange Act.
For more information regarding the going private transaction, please refer to the Schedule 13E-3 and accompanying Disclosure Statement filed with the SEC on January 6, 2025.
About Superior Energy Services Superior Energy Services serves the drilling, completion and production-related needs of oil and gas companies through a diversified portfolio of specialized oilfield services and equipment that are used throughout the economic life cycle of oil and gas wells. In addition to operations in North America, both on land and offshore, Superior Energy Services operates in approximately 47 countries internationally. For more information, visit: www.superiorenergy.com.
Forward-Looking Statements This press release contains, and future oral or written statements or press releases by the Company and its management may contain, certain forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Generally, the words “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks”, “will” and “estimates,” variations of such words and similar expressions identify forward-looking statements, although not all forward-looking statements contain these identifying words. All statements other than statements of historical fact regarding the Company’s financial position and results, financial performance, liquidity, strategic alternatives (including dispositions, acquisitions, and the timing thereof), market outlook, future capital needs, capital allocation plans, business strategies and other plans and objectives of our management for future operations and activities are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company’s management in light of its experience and prevailing circumstances on the date such statements are made. Such forward-looking statements, and the assumptions on which they are based, are inherently speculative and are subject to a number of risks and uncertainties, including but not limited to conditions in the oil and gas industry, U.S. and global market and economic conditions generally and macroeconomic conditions worldwide, (including inflation, interest rates, supply chain disruptions and capital and credit markets conditions) that could cause the Company’s actual results to differ materially from such statements. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of the Company, which could cause actual results to differ materially from such statements.
While the Company believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business.
These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties described in the Company’s Form 10-K for the year ended December 31, 2023 and Form 10-Q for the quarter ended September 30, 2024 and those set forth from time to time in the Company’s other periodic filings with the Securities and Exchange Commission, which are available at www.superiorenergy.com. Except as required by law, the Company expressly disclaims any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events or otherwise.
FOR FURTHER INFORMATION CONTACT: Joanna Clark, Corporate Secretary 1001 Louisiana St., Suite 2900 Houston, TX 77002 Investor Relations, ir@superiorenergy.com, (713) 654-2200
Members of the Charged Conspiracy Opened Bank Accounts for Over 1,000 Fake Businesses to Receive and Launder the Proceeds of Fraudulent Schemes, Causing Actual Losses of Over $60 Million and Intended Losses of Over $150 Million
Danielle R. Sassoon, the United States Attorney for the Southern District of New York, and Patrick J. Freaney, the Special Agent in Charge of the New York Field Office of the United States Secret Service (“USSS”), announced today that ERICK JASON VICTORIA-BRTIO was extradited from the Dominican Republic and will appear in a federal courtroom in Manhattan later today. VICTORIA-BRITO is charged in a two-count Indictment with conspiring to commit bank fraud and money laundering from December 2017 through November 2022. In connection with the scheme, VICTORIA-BRITO and other members of the charged conspiracy registered over 1,000 fake businesses, used those fake businesses to open bank accounts to receive money stolen through business e-mail compromise schemes, and then laundered that money. Members of the conspiracy caused over $60 million in actual losses and attempted to steal over $150 million.
U.S. Attorney Danielle R. Sassoon said: “As we allege, Erick Jason Victoria-Brito and his co-conspirators ran an international bank fraud and money laundering scheme designed to help carry out business email compromise scams. These scams cause significant harm to businesses, nonprofits, and even local governments. As the successful extradition of Erick Jason Victoria-Brito shows, this Office and our partners will not rest until every individual responsible is held accountable.”
USSS Special Agent in Charge Patrick J. Freaney said: “This alleged scheme rained down financial ruin upon unwitting businesses and individuals. While the suspects operated with impunity across the nation and beyond, the U.S. Secret Service and its partners remained steadfast in building a strong case — no matter where the evidence took them. I commend the investigators and prosecutors for their commitment to disrupting this type of insidious fraud on behalf of all those victimized by it.”
As alleged in the Indictment, Superseding Indictments, and court filings:[1]
From at least December 2017 through at least November 2022, a group of individuals perpetrated a massive, international bank-fraud and money-laundering scheme (the “Fraud and Money Laundering Scheme”) designed to obtain and launder the proceeds of business e-mail compromise schemes. In a business email compromise scheme, a scheme member fraudulently induces a company or individual to send money to a bank account controlled by that scheme member or the scheme member’s compatriots.
The Fraud and Money Laundering Scheme operated across borders and preyed on businesses large and small. Between 2020 and 2021 alone, participants in the scheme stole tens of millions of dollars, targeting victims that included a major American sports organization, a publicly traded healthcare company, and a prominent international nonprofit organization, along with multiple city governments, law firms, construction companies, and investment funds. Participants in the Fraud and Money Laundering Scheme registered over 1,000 fake businesses, then used those businesses to open bank accounts. Those bank accounts then received the proceeds of business email compromise schemes. Once the stolen funds reached those fraudulent bank accounts, participants in the Fraud and Money Laundering Scheme worked quickly to take advantage of the international banking system by either withdrawing the money or helping to launder it by wiring it to overseas banks, thereby preventing victims from recouping their losses. The co-conspirators accomplished that primarily by wiring stolen money to banks in China, outside the reach of American banks. During the course of the charged conduct, members of the conspiracy participated in inflicting over $60 million in actual losses and attempted to inflict losses of over $150 million.
* * *
VICTORIA-BRITO, 30, of Hollywood, Florida, is charged with one count of conspiracy to commit bank fraud, which carries a maximum sentence of 30 years in prison, and one count of conspiracy to commit money laundering, which carries a maximum sentence of 20 years in prison.
The maximum potential sentences in this case are prescribed by Congress and are provided here for informational purposes only, as any sentencing of the defendants will be determined by a judge.
Ms. Sassoon praised the outstanding investigative work of the New York City Police Department, USSS, U.S. Postal Inspection Service, and Homeland Security Investigations. Ms. Sassoon further thanked the U.S. Treasury Inspector General for Tax Administration, the Federal Bureau of Investigation, and Internal Revenue Service-Criminal Investigations for their assistance.
This case is being handled by the Office’s General Crimes Unit. Assistant U.S. Attorneys Thomas S. Burnett and Amanda C. Weingarten are in charge of the prosecution.
The charges contained in the Indictment and Superseding Indictments are merely accusations, and the defendants are presumed innocent unless and until proven guilty.
[1] As the introductory phrase signifies, the entirety of the text of the Indictment and Superseding Indictment, and the description of the Indictment and Superseding Indictment set forth herein, constitute only allegations, and every fact described herein should be treated as an allegation.
Western diets – high in processed foods and low in fibre – are associated with obesity, diabetes and heart disease. These diets don’t only harm our bodies, they also harm our gut microbiomes, the complex community of bacteria, fungi and viruses found in our intestinal tract that are important for our health.
Scientists, including my colleagues and me, are actively searching for ways to create healthy microbiomes to prevent chronic diseases. And my search has taken me to Papua New Guinea.
I have long been fascinated by this country, with its remote valleys almost untouched by the modern world until 1930, more than 800 languages, an ancient system of sustenance agriculture and entire communities living a non-industrialised lifestyle. This fascination kicked off a thrilling nine-year research project involving researchers from eight countries, which led to a paper published in the scientific journal Cell.
In previous research, my team studied the gut microbiomes of rural Papua New Guineans. We discovered microbiomes that are more diverse than their westernised counterparts, enriched in bacteria that thrive on dietary fibre, and with lower levels of inflammation-causing bacteria that are typically found in people who eat highly processed foods.
This information provided hints on how to perhaps redress the damage caused to our gut microbiomes.
The traditional diet in rural Papua New Guinea is rich in unprocessed plant-based foods that are full of fibre but low in sugar and calories, something I was able to see for myself on a field trip to Papua New Guinea. Determined to create something everyone could use to benefit their health, our team took what we saw in Papua New Guinea and other non-industrialised societies to create a new diet we call the NiMe (non-industrialised microbiome restore) diet.
What sets NiMe apart from other diets is that it is dominated by vegetables (such as leafy greens) and legumes (such as beans) and fruit. It only contains one small serving of animal protein per day (salmon, chicken or pork), and it avoids highly processed foods.
Dairy, beef and wheat were excluded from the human trial because they are not part of the traditional diet in rural Papua New Guinea. The other characteristic distinction of the diet is a substantial dietary fibre content. In our trial, we went for around 45g of fibre a day, which exceeds the recommendations in dietary guidelines.
One of my PhD students got creative in the kitchen designing recipes that would appeal to a person used to typical western dishes. These meals allowed us to develop a meal plan that could be tested in a strictly controlled study in healthy Canadian adults.
Remarkable results
We saw remarkable results including weight loss (although participants didn’t change their regular calorie intake), a drop in bad cholesterol by 17%, decreased blood sugar by 6%, and a 14% reduction in a marker for inflammation and heart disease called C-reactive protein. These benefits were directly linked to improvements in the participants’ gut microbiome, specifically, microbiome features damaged by industrialisation.
On a western diet low in dietary fibre, the gut microbiome degrades the mucus layer in the gut, which leads to inflammation. The NiMe diet prevented this process, which was linked to a reduction in inflammation.
The diet also increased beneficial bacterial metabolites (byproducts) in the gut, such as short-chain fatty acids, and in the blood, such as indole-3-propionic acid – a metabolite that has been shown to protect against type 2 diabetes and nerve damage.
Research also shows that low dietary fibre leads to gut microbes ramping up protein fermentation, which generates harmful byproducts that may contribute to colon cancer.
In fact, there is a worrying trend of increased colon cancer in younger people, which may be caused by recent trends towards high-protein diets or supplements. The NiMe diet increased carbohydrate fermentation at the expense of protein fermentation, and it reduced bacterial molecules in the participants’ blood that are linked to cancer.
The findings from our research show that a dietary intervention targeted towards restoring the gut microbiome can improve health and reduce disease risk. The NiMe diet offers a practical roadmap to achieve this, by providing recipes that were used in our study. It allows anyone interested in healthy eating to improve their diet to feed their human cells and their microbiome.
Jens Walter has received honoraria and/or paid consultancy from PrecisionBiotics/Novonesis A/S. NiMe is a trademark of Anissa M. Armet and Jens Walter.
The research described in this article was supported by the Weston Family Microbiome Initiative, PrecisionBiotics Group Ltd., the “Hundred Talents Program” Research Start-up Fund of Zhejiang University, Alberta Innovates Postgraduate Fellowship, Izaak Walton Killam Memorial Scholarship, the Alberta Innovates Graduate Student Scholarship, the Frederick Banting and Charles Best Canada Graduate Scholarship, the Walter H. Johns Graduate Fellowship, the University of Alberta Doctoral Recruitment Scholarship, the Campus Alberta Innovates Program, the Canada Research Chairs Program, the Science Foundation Ireland Centre grant to APC microbiome Ireland (APC/SFI/12/RC/2273_P2) and a Science Foundation Ireland Professorship (19/RP/6853).
I would like to thank the people of Papua New Guinea whose way of life has been an inspriation for the development of the NiMe diet, and the participants of the human trial. I am deeply indepted to all the collaborators and the scientific institutions that have contributed to the research (please see author list and affiliations on publication). I would like to thank Prof. Andrew Greenhill (Federation University, Australia) and Prof William Pomat (Papua New Guinea Institute of Medical Research) for hosting me in Papua New Guina in 2019. I would further like to thank Jessica Stanisich and Tina Darb from the APC Microbiome Ireland for their help with this article.
We are currently looking for a dynamic, sensitive and funded individual or organisation who could give a new and sympathetic lease of life to one of the city’s oldest buildings – the Merchant’s House.
The property, which dates back to the 16th Century, was once a museum but has been closed for almost a decade.
Now the Council is hoping to hear from companies, organisations or individuals who are keen to see this incredible Grade II* building come alive once more.
Councillor Chris Penberthy, Cabinet Member responsible for the city’s assets said: “This is not a decision we have taken lightly but we need to do something. We have invested millions in the Box and the Elizabethan House, but we currently have no use for this building and no prospect of funding to restore this house.
“We very much hope some thinkers and doers with the finances and the wherewithal to take on a project like this will come forward.
“The house has been closed for almost a decade and is slowly degrading over time. We hope this appeal will generate interest and open up new possibilities for this building.”
Ideas could include a heritage attraction, a tea shop with an historic slant, offices for a business – although the preference would be to enable some form of public access.
While it is not known exactly when the house was built, its first recorded owner was a privateer named William Parker, a friend of Sir Francis Drake. Like Drake he combined a career as a merchant with privateering and civic government. He also served as Mayor of Plymouth from 1601 to 1602.
He served under Drake in 1588 in the fight against the Spanish Armada and carried out raids against the Spanish in the Caribbean. In 1601 he captured a pair of treasure ships laden with 10,000 gold ducats and on his return to Plymouth, was elected Mayor and used the profits from his ventures to remodel an older house on this site into a fashionable timber-framed house.
Parker helped promote the Plymouth Company to colonise North America and took an active interest in the Virginia Colony. He died in 1618 on a voyage to the East Indies. His heirs lived here before it was passed to Abraham Rowe, another successful merchant and in 1651 the house was purchased by Justinian Beard, Mayor of Plymouth on two occasions.
It was occupied by the Beele family until 1707, then by the Martyn family until 1807. In 1807 the building was extended to the rear (towards Finewell Street) and the front used as a shop. In the 1960s it was a taxi office, then restored by the Council and turned into a museum of local heritage, focussing on life in Plymouth over time. Rooms included recreating the Blitz experience and a replica Victorian schoolroom.
The Council is keen to explore all options including a sale or a long commercially viable lease. Interested parties should provide the following when submitting an offer:
Purchase price/rental offer
Purchaser details
Conditions
Proposed use/development plans
Finance/evidence of funding
Track record in restoration of historic buildings
Timescales
Proposed uses sensitive to the property’s historical significance will be given higher consideration. Interested parties should email Laura Hathaway from the Council’s Land and Property Team at [email protected]
In 1764, Horace Walpole published the first gothic novel, The Castle of Otranto, set in a labyrinthine castle surrounded by woods. The novel features the supernatural, with a dark secret from the past at its core. Today, 260 years later, gothic is still with us in the form of “contemporary gothic”plays, fiction, films, music and computer games.
Central to the popularity of gothic is the way it affects its audiences. It is supposed to unsettle, to make the flesh creep and provoke feelings of claustrophobia. Soundtracks for gothic films are integral to creating such effects, building suspense and unease while amplifying the visceral impact of sudden jump scares.
Alejandro Amenábar’s soundtrack for The Others (2001), for example, weirds its listeners out. The hollow but reverberant timbre of brushed piano strings evokes the spaces of the house, conjuring up the old-fashioned alienness of the place. Action, set and music sympathetically resonate.
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The soundtrack for The Substance (2024) shrieks with the strings and sudden dissonances of The Nightmare and Dawn (taken from Bernard Herrmann’s score for Hitchcock’s 1958 masterpiece, Vertigo). Then, it deepens the sense of disquiet with the sinister incantations and medieval-sounding harmonies of Swedish composer Anna von Hausswolff‘s Ugly and Vengeful.
Both soundtracks impressively succeed in doing what we expect gothic music to do: provoke unease, create suspense and drive home the horror elements.
But has the music of the gothic always been called upon to unsettle and scare? Has it always sounded so, well, gothic? These are questions I explore in my new book The Music of the Gothic 1789–1820.
Over the last few years, I’ve been rummaging through archives in London, Oxford and Dublin searching for settings of songs from novels and music associated with gothic plays such as The Mysteries of the Castle (1795). I uncovered many treasures, some of which probably haven’t been performed for a couple of centuries.
Thanks to a grant from the British Academy and the Leverhulme Trust, I was able to bring some of this music to audiences once more with the help of a group of wonderful musicians, headed by Seb Gillot, who performed the tracks you can hear in this article. You can see them performing live below.
The gothic novels and plays of the 1790s were populated by sweet-singing heroines and heroes. Among the music I encountered was a song by the composer and singer Harriet Abrams (c. 1758-1821), in which a woman imprisoned in a madhouse sweetly pleads with her cold-hearted jailer.
I also found music for gothic plays by the Northumbrian William Shield (1748-1829) and the Irish tenor Michael Kelly (1762-1826), who wrote songs about jolly mariners , comic poachers_ and young peasant girls on their way back from market.
None of this material sounded remotely what we would now describe as gothic. Even the music accompanying the entrance of a blood-covered ghost in The Castle Spectre (1798) was warm and stately – and singularly unterrifying.
I realised that none of the music from the 1790s – a period when gothic was phenomenally popular – was intended to scare. On the contrary, it was called upon to provide relief from the scare. In late 18th-century gothic plays such as The Italian Monk (1797), music was associated with romance, comedy and sublime religious experience, but not horror or terror.
At what point then did the kind of gothic music we know today come into being? The evidence can be found in books such as Remick Folio of Moving Picture Music (1914) which contains music for silent film accompanists. With names like Mysterioso, or Forboding and Wind Storm, or Hurry, they were evidently designed for scenes of suspense and mystery.
Such music is indebted to the music of Victorian melodrama, but what I wanted to know was when melodrama acquired its distinctive gothic sounds.
Digging into the past of gothic
Very often in research you discover that things happen gradually. There is trial and experiment, a series of influences, a slow accumulation of examples, and then a tipping point. But when it comes to gothic music, that is not the case. There is a definite date when a specific kind of music erupted onto the entertainment scene. The date was 1802, and the occasion a new dramatic production – a “melo-drame” or musical drama called A Tale of Mystery with music by Thomas Busby.
Busby’s music was conceptualised very differently to the music of the 1790s. For a start it was intended to add to, not to provide relief from, the gothic elements of the play.
Most crucially, it was not part of the imagined world of the drama. The fictional characters did not sing it – they did not even “hear” it: Busby’s music was directed at the audience. Instrumental music calculated to disturb, it was chaotic and unnerving, with lots of fast, disjointed short phrases, disturbing chords and cliffhanger endings.
Instantly recognised as new and revolutionary, it caused a sensation. After audiences had a taste of the new gothic in A Tale of Mystery, music on the page and on the stage soon became something darker and more troubling.
The older kind of music didn’t disappear overnight, of course, but melodrama took hold and the music of gothic was transformed. Not just on stage but also on the page. Gothic music was no longer uplifting but sinister.
As seen in The Woman in Black (2012), there’s nothing like a music box in a deserted house to terrify audiences. And who doesn’t thrill to the sound of the diabolically thundering organ in Andrew Lloyd Webber’s Phantom of the Opera?
Emma McEvoy received a research grant from the British Academy and Leverhulme Trust for the project “The Music of Gothic Literature and Theatre 1790-1820”.
Hello, Hong Kong! Hello, friends from different parts of the world!
Welcome to the annual Hong Kong International Chinese New Year Night Parade, on this, the first fabulous day of the Chinese New Year – the Year of the Snake.
There is no better way, anywhere on earth, to welcome in the New Year than by following – and revelling in – Hong Kong’s magnificent Chinese New Year Night Parade.
This year’s celebration is led by 55 performing groups and floats from 14 countries and regions. Here in the world city of Hong Kong, to dance, sing and perform, skip, juggle, cheerlead and otherwise amaze and delight you, on this most auspicious of days.
And the Night Parade is just the start of our New Year’s festivities. Tomorrow night, a 23-minute fireworks display will light up our world-renowned Victoria Harbour. Our sky will be filled with auspicious symbols, as well as adorable pandas – showcasing Hong Kong’s giant panda family, now counting six and readying for their first full public appearance at the same time in mid-February.
And, alongside the horses at Chinese New Year Raceday, in Sha Tin on January 31, you will want to catch the lions – and lion dancers – on show, part of a fun-filled day at the track.
The Night Parade floats you see tonight, together with some of our performers, will find their way to Lam Tsuen, from tomorrow night, for the Hong Kong Well-wishing Festival. This year, the floats are on display there until February 13.
Only in Hong Kong, the world’s East-meets-West centre for cultural exchange – and day-and-night entertainment. All around town, you will be greeted by the magnificent spectacle of our festivities, and the warm hospitality of the people of Hong Kong, as we share the joy of the New Year with all of you.
I wish you all a happy, healthy and eventful Year of the Snake. Kung Hei Fat Choi! Thank you and enjoy the evening.
Chief Executive John Lee gave these remarks at the 2025 International Chinese New Year Night Parade on January 29.
A Senior Defense Official provided the following readout:
Secretary of Defense Pete Hegseth and Australia Deputy Prime Minister and Minister for Defence Richard Marles held an introductory call yesterday to discuss key initiatives across the breadth of the U.S.-Australia Alliance. The leaders exchanged views on the strategic environment in the Indo-Pacific region, U.S. force posture priorities with Australia, AUKUS, and defense industrial collaboration, including our cooperation in support of Australia’s Guided Weapons and Explosive Ordnance (GWEO) enterprise. The Secretary conveyed the enduring commitment of the United States to the bilateral alliance with Australia and pledged to remain in close coordination with Deputy Prime Minister Marles.
Velocity’s new enhancements of the Accelerate Platform transform the way companies identify and mitigate the threats that put people and businesses in danger.
CHICAGO, Jan. 29, 2025 (GLOBE NEWSWIRE) — VelocityEHS, the global leader in EHS & ESG software solutions, is thrilled to announce significant enhancements to its cutting-edge Accelerate Platform, bringing together four industry-leading solutions into one unified experience. Developed by the industry’s largest team of certified EHS professionals, the Platform combines decades of expertise and innovation to help companies proactively manage risk, protect lives, cut administrative tasks, drive collaboration and accountability, and deliver actionable insights for peak performance.
The Accelerate launch is a landmark moment for both VelocityEHS and the industry. More importantly, it’s a game-changer for EHS professionals dedicated to protecting frontline workers and ensuring their safe return home each day, and for senior leaders focused on business continuity and effective risk management across all operations.
“EHS software can be a matter of life and death. With Accelerate, Velocity provides capabilities that no other single provider can match,” says VelocityEHS CEO Matt Airhart. “Accelerate empowers our customers to streamline safety, chemical management, industrial ergonomics, and operational risk processes into one unified platform.”
The Platform was built to address the VelocityEHS customers’ need for seamless integration and greater efficiency. It lets organizations protect their workforce, reduce risks, and achieve operational performance like never before.
“These new enhancements elevate the user experience from great to exceptional. The ability to create reports and integrate data from multiple solutions is revolutionary, putting actionable insights at our customers’ fingertips so they can focus on protecting lives rather than administrative tasks,” concluded Airhart.
Key Enhancements of the Accelerate Platform
Unified Platform: Access a collection of best-in-class EHS solutions with one secure login, featuring a centralized platform for seamless management of hierarchies, locations, and roles.
Customizable Dashboards: Tailor dashboards to the individual or organization’s needs, delivering critical, real-time data when and where it is needed.
Advanced Reporting: Generate actionable insights through Business Intelligence (BI)-based, pre-built and custom reports that integrate data from all solutions on the platform.
User-Friendly Design: Intuitive features accelerate adoption, reduce learning time, and simplify complex tasks for teams at all levels.
Scalability: Seamlessly expands initiatives across multiple locations and regions, ensuring consistent performance and compliance globally while maintaining optimal efficiency.
These enhancements redefine what is possible in EHS management by delivering scalable and highly adaptable solutions and tools to meet the needs of organizations across all sizes and industries.
“At VelocityEHS, our commitment to innovation in EHS is unwavering,” says Jason Weiss, Chief Technology Officer, VelocityEHS. “Through extensive focus groups with our customers, combined with the rigorous research of our certified experts and machine learning scientists, we ensure the solutions within Accelerate deliver insights you can trust.”
First launched in 2022, the Accelerate Platform leverages advanced machine learning and AI to drive continuous improvement through prediction, intervention, and measurable outcomes. As one of the first complete EHS platforms on the market, it remains one of the industry’s most comprehensive.
For more information about the VelocityEHS Accelerate Platform and to learn how it can drive your EHS and operational excellence, visit www.EHS.com.
About VelocityEHS
Relied on by more than 10 million users worldwide to drive operational excellence and achieve outstanding outcomes, VelocityEHS is the global leader in true SaaS enterprise EHS & ESG technology. The VelocityEHS Accelerate® Platform is the definitive gold standard, delivering best-in-class software solutions for managing Safety, Ergonomics, Chemical Management, and Operational Risk. In addition, Velocity offers world-class applications for Contractor Safety & Permit to Work, Environmental Compliance, and ESG.
The VelocityEHS team includes unparalleled industry expertise, with more certified experts in health, safety, industrial hygiene, ergonomics, sustainability, the environment, AI, and machine learning than any other EHS software provider. Recognized by the EHS industry’s top independent analysts as a Leader in the Verdantix 2025 Green Quadrant Analysis, VelocityEHS is committed to industry thought leadership and to accelerating the pace of innovation through its software solutions and vision. Its privacy and security protocols, which include SOC2 Type II attestation, are among the most stringent in the industry.
VelocityEHS is headquartered in Chicago, Illinois, with locations in Ann Arbor, Michigan; Tampa, Florida; Oakville, Ontario; London, England; Perth, Western Australia; and Cork, Ireland. For more information, visit www.EHS.com.
Media Contact Jennifer Sinkwitts 734.277.9366 jsinkwitts@ehs.com
Rangers are reminding parents to keep their children close this long weekend, after a child was bitten by a tagged female dingo on K’gari.
The dingo reportedly charged two children, aged four and 12 years old, who were swimming in shallow water in Lake McKenzie (Boorangoora) on Thursday 23 January 2025.
Sadly, the dingo bit the four-year-old child on the left shoulder, resulting in superficial lacerations.
The child’s mother picked them up and the father yelled and chased the dingo. It reportedly continued to loiter near the family.
Senior Ranger Dr Linda Behrendorff reminds people that dingoes are opportunistic animals and will strike if given the chance.
“Dingoes are apex predators, and they will have a go and hunt if they feel someone has strayed from the pack,” Dr Behrendorff said.
“This unfortunate incident highlights the importance of carrying a dingo stick which works as a deterrent.
“Always keep your children within arm’s reach, and consider staying in the fenced camping areas of K’gari.
“We urge people to Be dingo-safe! and remain vigilant when visiting K’gari.”
Queensland Parks and Wildlife Service (QPWS) rangers have increased patrols and signage in the area and are attempting to identify the dingo involved.
Visitors to K’gari are strongly urged to heed Be dingo-safe! messaging following two bite incidents reported this long weekend.
On Sunday 26 January 2025, a dingo bit a two-year-old on the leg at Lake McKenzie (Boorangaroo) resulting in a superficial injury.
The dingo encountered the child in the carpark. Rangers were onsite to provide basic first-aid care and advice.
Yesterday the department was also notified of an incident that occurred on Saturday 18 January 2025, also at Lake McKenzie.
A woman was bitten on the leg by a dingo after trying to stop the animal from taking her bag, resulting in a superficial injury.
Senior Ranger Dr Linda Behrendorff is reminding people of the importance of carrying a dingo stick and keeping children close.
“Some dingoes will target children because they are seen as the weaker links of the pack. This is why it is so important to keep children within arm’s reach,” Dr Behrendorff said.
“We have increased our ranger patrols during this busy long weekend period, but urge people to remain vigilant, particularly parents with young children.
“Visitors must not be complacent. People need to understand their risk when travelling to K’gari. Our message is simple: Be dingo-safe!”
Queensland Parks and Wildlife Service (QPWS) is investigating these incidents to determine next steps.
Wildlife officers investigating multiple sighting reports of a crocodile south of Bundaberg last week did not observe the animal and believe it may have headed north.
The comprehensive investigation involved day and nighttime beach and river patrols, vessel-based spotlighting surveys and a helicopter survey along the coastline and local rivers.
Approximately 450 kilometres of coastline, creeks and rivers were searched during the investigation, which was sparked by social media posts, including a video appearing to show a crocodile entering the ocean at Coonarr Beach.
Senior Wildlife Officer Tony Frisby said the investigation was conducted by experienced wildlife officers throughout the long weekend.
“It has now been five days since the Department of the Environment, Tourism, Science and Innovation received the last sighting report for the crocodile on 23 January 2025,” Mr Frisby said.
“We thank those members of the public for submitting crocodile sighting reports and providing video footage of the animal.
“The Wide Bay is considered atypical crocodile habitat, and it is possible that the animal was flushed out of a river system in its normal range by high rainfall or due to a conflict with another crocodile.
“Crocodiles can swim up to forty kilometres a day, and the animal may be heading north, back into its normal habitat.
“We are monitoring for further reports, and I’d like to encourage everyone in the Wide Bay community to report whenever they believe they have seen a crocodile to the department.”
Under the Queensland Crocodile Management Plan, the Wide Bay region is zoned as a typical habitat for crocodiles, in which any crocodile found is targeted for removal.
SCOTTSDALE, Arizona, Jan. 29, 2025 (GLOBE NEWSWIRE) — Signing Day Sports, Inc. (“Signing Day Sports” or the “Company”) (NYSE American: SGN), the developer of the Signing Day Sports app and platform to aid high school athletes in the recruitment process, today announced the signing of a Stock Purchase Agreement (SPA) to acquire 99.13% of the issued and outstanding capital stock of Dear Cashmere Group Holding Company (OTC: DRCR), doing business as Swifty Global.
Swifty Global is a global online sports and casino technologies company with a track record of revenue growth and profitability.
Swifty Global’s strengths and growth strategies are expected to contribute significantly to the Company’s growth potential, including:
Strong Financial Performance: Swifty Global achieved revenues of over $128 million and a net profit of approximately $2.44 million for the fiscal year ended December 31, 2023, despite significant investments of nearly $3.1 million in software development and licensing.
Global Expansion Targeting High Growth Markets: Swifty Global continues to expand its international gambling operations with significant growth opportunities on the horizon. This strategy aligns with the shared vision of both companies to target high-growth markets as a core component of our long-term strategy.
Rapid Development of New Revenue Generating Technologies: Swifty Global plans to offer data feed services for the online sports gambling industry in the near future. These services are currently expensive and limited in choice, as many sports, such as boxing, have until recently had limited or no live data feed available to allow real-time betting. The Signing Day Sports team has significant experience working with critical sports datapoints and creating sports measurement technologies, which could assist Swifty Global in developing this revenue stream.
Daniel Nelson, CEO of Signing Day Sports, commented, “We are thrilled to announce the signing of the SPA with Swifty Global, which reflects the shared vision and collaboration between our organizations. I extend my sincere appreciation to James Gibbons and Nick Link for their exceptional efforts throughout this process. We see the SPA as a significant step toward accelerated expansion, enabling us to leverage Swifty Global’s cutting-edge SaaS technology to enhance operational efficiency, reduce costs by over 50%, and accelerate product development. Together, we expect to increase user growth, retention, and new revenue opportunities while expanding into emerging markets across Europe, Africa, and the Middle East. Together, we are confident in our ability to build a stronger company, committed to innovation, positioned for global expansion, and powered by cutting-edge technology—delivering exceptional value to our shareholders and clients.”
“Following the closing of the SPA, Swifty Global will operate as a subsidiary of Signing Day Sports, with its financial results fully integrated into our operations. Signing Day Sports’ pre-closing business will likewise operate within a subsidiary of Signing Day Sports.”
James Gibbons, CEO of Swifty Global commented, “The Swifty Global team has worked extremely hard, demonstrating exceptional diligence and discipline in building an outstanding business with a solid foundation. We are excited about the future and look forward to working together to achieve great things.”
Terms of the Transaction
At the closing of the acquisition under the SPA, Signing Day Sports will acquire from James Gibbons and Nicolas Link (the “Sellers”) the common stock and preferred stock of Swifty Global held by them constituting 99.13% of the issued and outstanding capital stock of Swifty Global. Additional sellers holding Swifty Global common stock or preferred stock may enter into substantially identical agreements with Signing Day Sports and also sell their Swifty Global capital stock to Signing Day Sports, which would increase the aggregate percentage of Swifty Global acquired by Signing Day Sports.
At the closing, the Sellers will receive a number of shares of Signing Day Sports common stock that is equal to 19.99% of the issued and outstanding common stock of Signing Day Sports as of the date of the SPA. The balance of the shares that Signing Day Sports must issue to the sellers will be in the form of convertible preferred stock that will have no voting or dividend rights until shareholder approval of conversion and the clearance of an initial listing application with The Nasdaq Stock Market LLC (“Nasdaq”). Signing Day Sports legacy shareholders are expected to retain approximately 8.24% of the post-transaction company’s shares, with the remaining approximately 91.76% being issued to the sellers and the other stockholders of DRCR, based on the number of shares of Signing Day Sports common stock outstanding as of the date of the SPA, subject to adjustment as described below.
At the closing, James Gibbons will become the Chief Executive Officer of Signing Day Sports and remain the Chief Executive Officer of Swifty Global. Signing Day Sports management will remain the management of the Signing Day Sports subsidiary that will be established in connection with the acquisition. One Signing Day Sports executive director will resign, and Mr. Gibbons will be elected to the Signing Day Sports board.
After the closing, Signing Day Sports will consolidate Swifty Global’s financial statements and operate Swifty Global as a subsidiary. Signing Day Sports’ existing assets will be contributed into a newly formed subsidiary.
After the closing, Signing Day Sports will hold a shareholder meeting to, among other things, approve the conversion of the preferred stock issued to the Sellers into common stock, and elect a new board of directors of Signing Day Sports. If the stockholders approve the proposals, the Sellers’ Signing Day Sports preferred stock will convert into 19,782,720 shares of Signing Day Sports common stock. In addition, the board will continue to consist of five members, consisting of one board member nominated by Signing Day Sports, two independent directors and one executive director nominated by Swifty Global’s pre-closing board, and one independent director jointly nominated by both Signing Day Sports and Swifty Global jointly.
Signing Day Sports and Swifty Global will also seek all necessary stockholder, regulatory, and stock exchange consents or approvals, in order for Signing Day Sports to acquire the remaining outstanding equity ownership of Swifty Global not acquired from the Sellers under the SPA or additional stock purchase agreements through a merger of Swifty Global into Signing Day Sports or a wholly-owned subsidiary of Signing Day Sports (the “Merger”). Signing Day Sports will file a registration statement on Form S-4 relating to, among other things, the registration of the offer and sale of the shares of Signing Day Sports common stock to be issued to the stockholders of Swifty Global in the Merger.
Both Signing Day Sports and Swifty Global will collectively seek to raise at least $2.0 million in financing as soon as possible, with the proceeds split equally. These funds will be used for the operations of each of Signing Day Sports and Swifty Global, and the payment of outstanding liabilities of Signing Day Sports, such that there will be no material liabilities of Signing Day Sports remaining at the time of the conversion of the preferred stock. If, at the effective time of the Merger, Signing Day Sports has any indebtedness for borrowed money or liabilities in excess of $150,000 relating to the period prior to the closing, then Signing Day Sports will issue to the legacy stockholders of Swifty Global, including the Sellers, as soon as practicable following the closing of the Merger, a number of shares of Signing Day Sports common stock equal to the aggregate Signing Day Sports liabilities divided by the Applicable Price Per Share (as defined in the SPA).
Both Signing Day Sports and Swifty Global will complete due diligence before the closing under the SPA. The closing is subject to the satisfaction or waiver of closing conditions, including, without limitation, conditional approval from Nasdaq of an initial listing application that has been filed with such exchange, and no assurance can be given that the closing will occur, or that post-closing requirements for the acquisition will be met. From and after the closing, Signing Day Sports is expected to commence trading on the Nasdaq.
The sellers and the officers and directors of Signing Day Sports will be subject to a three-month lock-up period following the closing.
The SPA contains provisions for termination, representations, warranties, covenants, and mutual indemnification provisions.
Advisors to the transaction include Maxim Group LLC, which is serving as exclusive financial advisor to Swifty Global. Lucosky Brookman LLP is serving as counsel to Swifty Global. Bevilacqua PLLC is serving as counsel to Signing Day Sports.
A copy of the SPA will be filed as an exhibit to a current report on Form 8-K to be filed by Signing Day Sports with the U.S. Securities and Exchange Commission (“SEC”) on or about the date of this press release. All parties desiring details regarding the terms and conditions of the proposed acquisition are urged to review that Form 8-K and the exhibits attached thereto, which will be available at the SEC’s website at www.sec.gov.
Signing Day Sports
Signing Day Sports’ mission is to help student-athletes achieve their goal of playing college sports. Signing Day Sports’ app allows student-athletes to build their Signing Day Sports’ recruitment profile, which includes information college coaches need to evaluate and verify them through video technology. The Signing Day Sports app includes a platform to upload a comprehensive data set including video-verified measurables (such as height, weight, 40-yard dash, wingspan, and hand size), academic information (such as official transcripts and SAT/ACT scores), and technical skill videos (such as drills and mechanics that exemplify player mechanics, coordination, and development). For more information about Signing Day Sports, go to https://bit.ly/SigningDaySports.
Swifty Global
Swifty Global is a technology company operating out of London, New York and Dubai developing ground-breaking technology solutions in the gambling and betting sector. Swifty Global aims to drive shareholder value through accelerated innovation and enhanced usability of the products it develops. With licenses spanning several jurisdictions, Swifty Global has successfully brought to market a suite of offerings. This includes the company’s proprietary swipe betting sports prediction application, as well as its traditional sportsbook and casino gaming platform. For more information about Swifty Global, go to https://www.otcmarkets.com/stock/DRCR/profile.
Forward-Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, including without limitation, the Company’s ability to complete the acquisition of Swifty Global and integrate its business, the ability of the Company, the Sellers, and Swifty Global to obtain all necessary consents and approvals in connection with the acquisition, including Nasdaq clearance of an initial listing application in connection with the acquisition, obtain stockholder approval of the matters to be voted on at a stockholders’ meeting to approve matters required to be approved in connection with the SPA, the Company’s ability to obtain sufficient funding to maintain operations and develop additional services and offerings, market acceptance of the Company’s current products and services and planned offerings, competition from existing online and retail offerings or new offerings that may emerge, impacts from strategic changes to the Company’s business on its net sales, revenues, income from continuing operations, or other results of operations, the Company’s ability to attract new users and customers, increase the rate of subscription renewals, and slow the rate of user attrition, the Company’s ability to retain or obtain intellectual property rights, the Company’s ability to adequately support future growth, the Company’s ability to comply with user data privacy laws and other current or anticipated legal requirements, and the Company’s ability to attract and retain key personnel to manage its business effectively. These risks, uncertainties and other factors are described more fully in the section titled “Risk Factors” in the Company’s periodic reports which are filed with the SEC. These risks, uncertainties and other factors are, in some cases, beyond our control and could materially affect results. If one or more of these risks, uncertainties or other factors become applicable, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
Assistant professor Frank Cackowski, left, and researcher Steven Zielske at Wayne State University in Detroit became suspicious of a paper on cancer research that was eventually retracted.Amy Sacka, CC BY-ND
Over the past decade, furtive commercial entities around the world have industrialized the production, sale and dissemination of bogus scholarly research, undermining the literature that everyone from doctors to engineers rely on to make decisions about human lives.
It is exceedingly difficult to get a handle on exactly how big the problem is. Around 55,000 scholarly papers have been retracted to date, for a variety of reasons, but scientists and companies who screen the scientific literature for telltale signs of fraud estimate that there are many more fake papers circulating – possibly as many as several hundred thousand. This fake research can confound legitimate researchers who must wade through dense equations, evidence, images and methodologies only to find that they were made up.
Even when the bogus papers are spotted – usually by amateur sleuths on their own time – academic journals are often slow to retract the papers, allowing the articles to taint what many consider sacrosanct: the vast global library of scholarly work that introduces new ideas, reviews other research and discusses findings.
These fake papers are slowing down research that has helped millions of people with lifesaving medicine and therapies from cancer to COVID-19. Analysts’ data shows that fields related to cancer and medicine are particularly hard hit, while areas like philosophy and art are less affected. Some scientists have abandoned their life’s work because they cannot keep pace given the number of fake papers they must bat down.
The problem reflects a worldwide commodification of science. Universities, and their research funders, have long used regular publication in academic journals as requirements for promotions and job security, spawning the mantra “publish or perish.”
But now, fraudsters have infiltrated the academic publishing industry to prioritize profits over scholarship. Equipped with technological prowess, agility and vast networks of corrupt researchers, they are churning out papers on everything from obscure genes to artificial intelligence in medicine.
These papers are absorbed into the worldwide library of research faster than they can be weeded out. About 119,000 scholarly journal articles and conference papers are published globally every week, or more than 6 million a year. Publishers estimate that, at most journals, about 2% of the papers submitted – but not necessarily published – are likely fake, although this number can be much higher at some publications.
While no country is immune to this practice, it is particularly pronounced in emerging economies where resources to do bona fide science are limited – and where governments, eager to compete on a global scale, push particularly strong “publish or perish” incentives.
As a result, there is a bustling online underground economy for all things scholarly publishing. Authorship, citations, even academic journal editors, are up for sale. This fraud is so prevalent that it has its own name: paper mills, a phrase that harks back to “term-paper mills”, where students cheat by getting someone else to write a class paper for them.
The impact on publishers is profound. In high-profile cases, fake articles can hurt a journal’s bottom line. Important scientific indexes – databases of academic publications that many researchers rely on to do their work – may delist journals that publish too many compromised papers. There is growing criticism that legitimate publishers could do more to track and blacklist journals and authors who regularly publish fake papers that are sometimes little more than artificial intelligence-generated phrases strung together.
To better understand the scope, ramifications and potential solutions of this metastasizing assault on science, we – a contributing editor at Retraction Watch, a website that reports on retractions of scientific papers and related topics, and two computer scientists at France’s Université Toulouse III–Paul Sabatier and Université Grenoble Alpes who specialize in detecting bogus publications – spent six months investigating paper mills.
This included, by some of us at different times, trawling websites and social media posts, interviewing publishers, editors, research-integrity experts, scientists, doctors, sociologists and scientific sleuths engaged in the Sisyphean task of cleaning up the literature. It also involved, by some of us, screening scientific articles looking for signs of fakery.
What emerged is a deep-rooted crisis that has many researchers and policymakers calling for a new way for universities and many governments to evaluate and reward academics and health professionals across the globe.
Just as highly biased websites dressed up to look like objective reporting are gnawing away at evidence-based journalism and threatening elections, fake science is grinding down the knowledge base on which modern society rests.
As part of our work detecting these bogus publications, co-author Guillaume Cabanac developed the Problematic Paper Screener, which filters 130 million new and old scholarly papers every week looking for nine types of clues that a paper might be fake or contain errors. A key clue is a tortured phrase – an awkward wording generated by software that replaces common scientific terms with synonyms to avoid direct plagiarism from a legitimate paper.
Frank Cackowski at Detroit’s Wayne State University was confused.
The oncologist was studying a sequence of chemical reactions in cells to see if they could be a target for drugs against prostate cancer. A paper from 2018 from 2018 in the American Journal of Cancer Research piqued his interest when he read that a little-known molecule called SNHG1 might interact with the chemical reactions he was exploring. He and fellow Wayne State researcher Steven Zielske began a series of experiments to learn more about the link. Surprisingly, they found there wasn’t a link.
Meanwhile, Zielske had grown suspicious of the paper. Two graphs showing results for different cell lines were identical, he noticed, which “would be like pouring water into two glasses with your eyes closed and the levels coming out exactly the same.” Another graph and a table in the article also inexplicably contained identical data.
Zielske described his misgivings in an anonymous post in 2020 at PubPeer, an online forum where many scientists report potential research misconduct, and also contacted the journal’s editor. Shortly thereafter, the journal pulled the paper, citing “falsified materials and/or data.”
“Science is hard enough as it is if people are actually being genuine and trying to do real work,” says Cackowski, who also works at the Karmanos Cancer Institute in Michigan. “And it’s just really frustrating to waste your time based on somebody’s fraudulent publications.”
Wayne State scientists Frank Cackowski and Steven Zielske carried out experiments based on a paper they later found to contain false data. Amy Sacka, CC BY-ND
He worries that the bogus publications are slowing down “legitimate research that down the road is going to impact patient care and drug development.”
The two researchers eventually found that SNHG1 did appear to play a part in prostate cancer, though not in the way the suspect paper suggested. But it was a tough topic to study. Zielske combed through all the studies on SNHG1 and cancer – some 150 papers, nearly all from Chinese hospitals – and concluded that “a majority” of them looked fake. Some reported using experimental reagents known as primers that were “just gibberish,” for instance, or targeted a different gene than what the study said, according to Zielske. He contacted several of the journals, he said, but received little response. “I just stopped following up.”
The many questionable articles also made it harder to get funding, Zielske said. The first time he submitted a grant application to study SNHG1, it was rejected, with one reviewer saying “the field was crowded,” Zielske recalled. The following year, he explained in his application how most of the literature likely came from paper mills. He got the grant.
Today, Zielske said, he approaches new research differently than he used to: “You can’t just read an abstract and have any faith in it. I kind of assume everything’s wrong.”
Legitimate academic journals evaluate papers before they are published by having other researchers in the field carefully read them over. This peer review process is designed to stop flawed research from being disseminated, but is far from perfect.
Reviewers volunteer their time, typically assume research is real and so don’t look for signs of fraud. And some publishers may try to pick reviewers they deem more likely to accept papers, because rejecting a manuscript can mean losing out on thousands of dollars in publication fees.
“Even good, honest reviewers have become apathetic” because of “the volume of poor research coming through the system,” said Adam Day, who directs Clear Skies, a company in London that develops data-based methods to help spot falsified papers and academic journals. “Any editor can recount seeing reports where it’s obvious the reviewer hasn’t read the paper.”
With AI, they don’t have to: New research shows that many reviews are now written by ChatGPT and similar tools.
María de los Ángeles Oviedo-García, a professor of marketing at the University of Seville in Spain, spends her spare time hunting for suspect peer reviews from all areas of science, hundreds of which she has flagged on PubPeer. Some of these reviews are the length of a tweet, others ask authors to cite the reviewer’s work even if it has nothing to do with the science at hand, and many closely resemble other peer reviews for very different studies – evidence, in her eyes, of what she calls “review mills.”
PubPeer comment from María de los Ángeles Oviedo-García pointing out that a peer review report is very similar to two other reports. She also points out that authors and citations for all three are either anonymous or the same person – both hallmarks of fake papers. Screen capture by The Conversation, CC BY-ND
“One of the demanding fights for me is to keep faith in science,” says Oviedo-García, who tells her students to look up papers on PubPeer before relying on them too heavily. Her research has been slowed down, she adds, because she now feels compelled to look for peer review reports for studies she uses in her work. Often there aren’t any, because “very few journals publish those review reports,” Oviedo-García says.
An ‘absolutely huge’ problem
It is unclear when paper mills began to operate at scale. The earliest article retracted due to suspected involvement of such agencies was published in 2004, according to the Retraction Watch Database, which contains details about tens of thousands of retractions. (The database is operated by The Center for Scientific Integrity, the parent nonprofit of Retraction Watch.) Nor is it clear exactly how many low-quality, plagiarized or made-up articles paper mills have spawned.
But the number is likely to be significant and growing, experts say. One Russia-linked paper mill in Latvia, for instance, claims on its website to have published “more than 12,650 articles” since 2012.
An analysis of 53,000 papers submitted to six publishers – but not necessarily published – found the proportion of suspect papers ranged from 2% to 46% across journals. And the American publisher Wiley, which has retracted more than 11,300 compromised articles and closed 19 heavily affected journals in its erstwhile Hindawi division, recently said its new paper-mill detection tool flags up to 1 in 7 submissions.
Day, of Clear Skies, estimates that as many as 2% of the several million scientific works published in 2022 were milled. Some fields are more problematic than others. The number is closer to 3% in biology and medicine, and in some subfields, like cancer, it may be much larger, according to Day. Despite increased awareness today, “I do not see any significant change in the trend,” he said. With improved methods of detection, “any estimate I put out now will be higher.”
The paper-mill problem is “absolutely huge,” said Sabina Alam, director of Publishing Ethics and Integrity at Taylor & Francis, a major academic publisher. In 2019, none of the 175 ethics cases that editors escalated to her team was about paper mills, Alam said. Ethics cases include submissions and already published papers. In 2023, “we had almost 4,000 cases,” she said. “And half of those were paper mills.”
Jennifer Byrne, an Australian scientist who now heads up a research group to improve the reliability of medical research, submitted testimony for a hearing of the U.S. House of Representatives’ Committee on Science, Space, and Technology in July 2022. She noted that 700, or nearly 6%, of 12,000 cancer research papers screened had errors that could signal paper mill involvement. Byrne shuttered her cancer research lab in 2017 because the genes she had spent two decades researching and writing about became the target of an enormous number of fake papers. A rogue scientist fudging data is one thing, she said, but a paper mill could churn out dozens of fake studies in the time it took her team to publish a single legitimate one.
“The threat of paper mills to scientific publishing and integrity has no parallel over my 30-year scientific career …. In the field of human gene science alone, the number of potentially fraudulent articles could exceed 100,000 original papers,” she wrote to lawmakers, adding, “This estimate may seem shocking but is likely to be conservative.”
In one area of genetics research – the study of noncoding RNA in different types of cancer – “We’re talking about more than 50% of papers published are from mills,” Byrne said. “It’s like swimming in garbage.”
When retractions do happen, it is often thanks to the efforts of a small international community of amateur sleuths like Oviedo-García and those who post on PubPeer.
Jillian Goldfarb, an associate professor of chemical and biomolecular engineering at Cornell University and a former editor of the Elsevier journal Fuel, laments the publisher’s handling of the threat from paper mills.
“I was assessing upwards of 50 papers every day,” she said in an email interview. While she had technology to detect plagiarism, duplicate submissions and suspicious author changes, it was not enough. “It’s unreasonable to think that an editor – for whom this is not usually their full-time job – can catch these things reading 50 papers at a time. The time crunch, plus pressure from publishers to increase submission rates and citations and decrease review time, puts editors in an impossible situation.”
In October 2023, Goldfarb resigned from her position as editor of Fuel. In a LinkedIn post about her decision, she cited the company’s failure to move on dozens of potential paper-mill articles she had flagged; its hiring of a principal editor who reportedly “engaged in paper and citation milling”; and its proposal of candidates for editorial positions “with longer PubPeer profiles and more retractions than most people have articles on their CVs, and whose names appear as authors on papers-for-sale websites.”
“This tells me, our community, and the public, that they value article quantity and profit over science,” Goldfarb wrote.
In response to questions about Goldfarb’s resignation, an Elsevier spokesperson told The Conversation that it “takes all claims about research misconduct in our journals very seriously” and is investigating Goldfarb’s claims. The spokesperson added that Fuel’s editorial team has “been working to make other changes to the journal to benefit authors and readers.”
That’s not how it works, buddy
Business proposals had been piling up for years in the inbox of João de Deus Barreto Segundo, managing editor of six journals published by the Bahia School of Medicine and Public Health in Salvador, Brazil. Several came from suspect publishers on the prowl for new journals to add to their portfolios. Others came from academics suggesting fishy deals or offering bribes to publish their paper.
In one email from February 2024, an assistant professor of economics in Poland explained that he ran a company that worked with European universities. “Would you be interested in collaboration on the publication of scientific articles by scientists who collaborate with me?” Artur Borcuch inquired. “We will then discuss possible details and financial conditions.”
A university administrator in Iraq was more candid: “As an incentive, I am prepared to offer a grant of $500 for each accepted paper submitted to your esteemed journal,” wrote Ahmed Alkhayyat, head of the Islamic University Centre for Scientific Research, in Najaf, and manager of the school’s “world ranking.”
“That’s not how it works, buddy,” Barreto Segundo shot back.
In email to The Conversation, Borcuch denied any improper intent. “My role is to mediate in the technical and procedural aspects of publishing an article,” Borcuch said, adding that, when working with multiple scientists, he would “request a discount from the editorial office on their behalf.” Informed that the Brazilian publisher had no publication fees, Borcuch said a “mistake” had occurred because an “employee” sent the email for him “to different journals.”
Academic journals have different payment models. Many are subscription-based and don’t charge authors for publishing, but have hefty fees for reading articles. Libraries and universities also pay large sums for access.
A fast-growing open-access model – where anyone can read the paper – includes expensive publication fees levied on authors to make up for the loss of revenue in selling the articles. These payments are not meant to influence whether or not a manuscript is accepted.
The Bahia School of Medicine and Public Health, among others, doesn’t charge authors or readers, but Barreto Segundo’s employer is a small player in the scholarly publishing business, which brings in close to $30 billion a year on profit margins as high as 40%. Academic publishers make money largely from subscription fees from institutions like libraries and universities, individual payments to access paywalled articles, and open-access fees paid by authors to ensure their articles are free for anyone to read.
The industry is lucrative enough that it has attracted unscrupulous actors eager to find a way to siphon off some of that revenue.
Ahmed Torad, a lecturer at Kafr El Sheikh University in Egypt and editor-in-chief of the Egyptian Journal of Physiotherapy, asked for a 30% kickback for every article he passed along to the Brazilian publisher. “This commission will be calculated based on the publication fees generated by the manuscripts I submit,” Torad wrote, noting that he specialized “in connecting researchers and authors with suitable journals for publication.”
Apparently, he failed to notice that Bahia School of Medicine and Public Health doesn’t charge author fees.
Like Borcuch, Alkhayyat denied any improper intent. He said there had been a “misunderstanding” on the editor’s part, explaining that the payment he offered was meant to cover presumed article-processing charges. “Some journals ask for money. So this is normal,” Alkhayyat said.
Torad explained that he had sent his offer to source papers in exchange for a commission to some 280 journals, but had not forced anyone to accept the manuscripts. Some had balked at his proposition, he said, despite regularly charging authors thousands of dollars to publish. He suggested that the scientific community wasn’t comfortable admitting that scholarly publishing has become a business like any other, even if it’s “obvious to many scientists.”
The unwelcome advances all targeted one of the journals Barreto Segundo managed, The Journal of Physiotherapy Research, soon after it was indexed in Scopus, a database of abstracts and citations owned by the publisher Elsevier.
Along with Clarivate’s Web of Science, Scopus has become an important quality stamp for scholarly publications globally. Articles in indexed journals are money in the bank for their authors: They help secure jobs, promotions, funding and, in some countries, even trigger cash rewards. For academics or physicians in poorer countries, they can be a ticket to the global north.
Consider Egypt, a country plaguedbydubiousclinical trials. Universities there commonly pay employees large sums for international publications, with the amount depending on the journal’s impact factor. A similar incentive structure is hardwired into national regulations: To earn the rank of full professor, for example, candidates must have at least five publications in two years, according to Egypt’s Supreme Council of Universities. Studies in journals indexed in Scopus or Web of Science not only receive extra points, but they also are exempt from further scrutiny when applicants are evaluated. The higher a publication’s impact factor, the more points the studies get.
With such a focus on metrics, it has become common for Egyptian researchers to cut corners, according to a physician in Cairo who requested anonymity for fear of retaliation. Authorship is frequently gifted to colleagues who then return the favor later, or studies may be created out of whole cloth. Sometimes an existing legitimate paper is chosen from the literature, and key details such as the type of disease or surgery are then changed and the numbers slightly modified, the source explained.
It affects clinical guidelines and medical care, “so it’s a shame,” the physician said.
Ivermectin, a drug used to treat parasites in animals and humans, is a case in point. When some studies showed that it was effective against COVID-19, ivermectin was hailed as a “miracle drug” early in the pandemic. Prescriptions surged, and along with them calls to U.S. poison centers; one man spent nine days in the hospital after downing an injectable formulation of the drug that was meant for cattle, according to the Centers for Disease Control and Prevention. As it turned out, nearly all of the research that showed a positive effect on COVID-19 had indications of fakery, the BBC and others reported – including a now-withdrawn Egyptian study. With no apparent benefit, patients were left with just side effects.
“There’s a huge academic incentive and profit motive,” says Lisa Bero, a professor of medicine and public health at the University of Colorado Anschutz Medical Campus and the senior research-integrity editor at the Cochrane Collaboration, an international nonprofit organization that produces evidence reviews about medical treatments. “I see it at every institution I’ve worked at.”
But in the global south, the publish-or-perish edict runs up against underdeveloped research infrastructures and education systems, leaving scientists in a bind. For a Ph.D., the Cairo physician who requested anonymity conducted an entire clinical trial single-handedly – from purchasing study medication to randomizing patients, collecting and analyzing data and paying article-processing fees. In wealthier nations, entire teams work on such studies, with the tab easily running into the hundreds of thousands of dollars.
“Research is quite challenging here,” the physician said. That’s why scientists “try to manipulate and find easier ways so they get the job done.”
Institutions, too, have gamed the system with an eye to international rankings. In 2011, the journal Science described how prolific researchers in the United States and Europe were offered hefty payments for listing Saudi universities as secondary affiliations on papers. And in 2023, the magazine, in collaboration with Retraction Watch, uncovered a massive self-citation ploy by a top-ranked dental school in India that forced undergraduate students to publish papers referencing faculty work.
The root – and solutions
Such unsavory schemes can be traced back to the introduction of performance-based metrics in academia, a development driven by the New Public Management movement that swept across the Western world in the 1980s, according to Canadian sociologist of science Yves Gingras of the Université du Québec à Montréal. When universities and public institutions adopted corporate management, scientific papers became “accounting units” used to evaluate and reward scientific productivity rather than “knowledge units” advancing our insight into the world around us, Gingras wrote.
This transformation led many researchers to compete on numbers instead of content, which made publication metrics poor measures of academic prowess. As Gingras has shown, the controversial French microbiologist Didier Raoult, who now has more than a dozen retractions to his name, has an h-index – a measure combining publication and citation numbers – that is twice as high as that of Albert Einstein – “proof that the index is absurd,” Gingras said.
Worse, a sort of scientific inflation, or “scientometric bubble,” has ensued, with each new publication representing an increasingly small increment in knowledge. “We publish more and more superficial papers, we publish papers that have to be corrected, and we push people to do fraud,” said Gingras.
In 2024, Landon Halloran, a geoscientist at the University of Neuchâtel, in Switzerland, received an unusual job application for an opening in his lab. A researcher with a Ph.D. from China had sent him his CV. At 31, the applicant had amassed 160 publications in Scopus-indexed journals, 62 of them in 2022 alone, the same year he obtained his doctorate. Although the applicant was not the only one “with a suspiciously high output,” according to Halloran, he stuck out. “My colleagues and I have never come across anything quite like it in the geosciences,” he said.
According to industry insiders and publishers, there is more awareness now of threats from paper mills and other bad actors. Some journals routinely check for image fraud. A bad AI-generated image showing up in a paper can either be a sign of a scientist taking an ill-advised shortcut, or a paper mill.
The Cochrane Collaboration has a policy excluding suspect studies from its analyses of medical evidence. The organization also has been developing a tool to help its reviewers spot problematic medical trials, just as publishers have begun to screen submissions and share data and technologies among themselves to combat fraud.
This image, generated by AI, is a visual gobbledygook of concepts around transporting and delivering drugs in the body. For instance, the upper left figure is a nonsensical mix of a syringe, an inhaler and pills. And the pH-sensitive carrier molecule on the lower left is huge, rivaling the size of the lungs. After scientist sleuths pointed out that the published image made no sense, the journal issued a correction. Screen capture by The Conversation, CC BY-ND This graphic is the corrected image that replaced the AI image above. In this case, according to the correction, the journal determined that the paper was legitimate but the scientists had used AI to generate the image describing it. Screen capture by The Conversation, CC BY-ND
“People are realizing like, wow, this is happening in my field, it’s happening in your field,” said the Cochrane Collaboration’s Bero”. “So we really need to get coordinated and, you know, develop a method and a plan overall for stamping these things out.”
What jolted Taylor & Francis into paying attention, according to Alam, the director of Publishing Ethics and Integrity, was a 2020 investigation of a Chinese paper mill by sleuth Elisabeth Bik and three of her peers who go by the pseudonyms Smut Clyde, Morty and Tiger BB8. With 76 compromised papers, the U.K.-based company’s Artificial Cells, Nanomedicine, and Biotechnology was the most affected journal identified in the probe.
“It opened up a minefield,” says Alam, who also co-chairs United2Act, a project launched in 2023 that brings together publishers, researchers and sleuths in the fight against paper mills. “It was the first time we realized that stock images essentially were being used to represent experiments.”
Taylor & Francis decided to audit the hundreds of articles in its portfolio that contained similar types of images. It doubled Alam’s team, which now has 14.5 positions dedicated to doing investigations, and also began monitoring submission rates. Paper mills, it seemed, weren’t picky customers.
“What they’re trying to do is find a gate, and if they get in, then they just start kind of slamming in the submissions,” Alam said. Seventy-six fake papers suddenly seemed like a drop in the ocean. At one Taylor & Francis journal, for instance, Alam’s team identified nearly 1,000 manuscripts that bore all the marks of coming from a mill, she said.
And in 2023, it rejected about 300 dodgy proposals for special issues. “We’ve blocked a hell of a lot from coming through,” Alam said.
Fraud checkers
A small industry of technology startups has sprung up to help publishers, researchers and institutions spot potential fraud. The website Argos, launched in September 2024 by Scitility, an alert service based in Sparks, Nevada, allows authors to check if new collaborators are trailed by retractions or misconduct concerns. It has flagged tens of thousands of “high-risk” papers, according to the journal Nature.
Fraud-checker tools sift through papers to point to those that should be manually checked and possibly rejected. solidcolours/iStock via Getty Images
The fraudsters have not been idle, either. In 2022, when Clear Skies released the Papermill Alarm, the first academic to inquire about the new tool was a paper miller, according to Day. The person wanted access so he could check his papers before firing them off to publishers, Day said. “Paper mills have proven to be adaptive and also quite quick off the mark.”
Given the ongoing arms race, Alam acknowledges that the fight against paper mills won’t be won as long as the booming demand for their products remains.
According to a Nature analysis, the retraction rate tripled from 2012 to 2022 to close to .02%, or around 1 in 5,000 papers. It then nearly doubled in 2023, in large part because of Wiley’s Hindawi debacle. Today’s commercial publishing is part of the problem, Byrne said. For one, cleaning up the literature is a vast and expensive undertaking with no direct financial upside. “Journals and publishers will never, at the moment, be able to correct the literature at the scale and in the timeliness that’s required to solve the paper-mill problem,” Byrne said. “Either we have to monetize corrections such that publishers are paid for their work, or forget the publishers and do it ourselves.”
But that still wouldn’t fix the fundamental bias built into for-profit publishing: Journals don’t get paid for rejecting papers. “We pay them for accepting papers,” said Bodo Stern, a former editor of the journal Cell and chief of Strategic Initiatives at Howard Hughes Medical Institute, a nonprofit research organization and major funder in Chevy Chase, Maryland. “I mean, what do you think journals are going to do? They’re going to accept papers.”
With more than 50,000 journals on the market, even if some are trying hard to get it right, bad papers that are shopped around long enough eventually find a home, Stern added. “That system cannot function as a quality-control mechanism,” he said. “We have so many journals that everything can get published.”
In Stern’s view, the way to go is to stop paying journals for accepting papers and begin looking at them as public utilities that serve a greater good. “We should pay for transparent and rigorous quality-control mechanisms,” he said.
Peer review, meanwhile, “should be recognized as a true scholarly product, just like the original article, because the authors of the article and the peer reviewers are using the same skills,” Stern said. By the same token, journals should make all peer-review reports publicly available, even for manuscripts they turn down. “When they do quality control, they can’t just reject the paper and then let it be published somewhere else,” Stern said. “That’s not a good service.”
Better measures
Stern isn’t the first scientist to bemoan the excessive focus on bibliometrics. “We need less research, better research, and research done for the right reasons,” wrote the late statistician Douglas G. Altman in a much-cited editorial from 1994. “Abandoning using the number of publications as a measure of ability would be a start.”
Despite the declaration, metrics remain in wide use today, and scientists say there is a new sense of urgency.
“We’re getting to the point where people really do feel they have to do something” because of the vast number of fake papers, said Richard Sever, assistant director of Cold Spring Harbor Laboratory Press, in New York, and co-founder of the preprint servers bioRxiv and medRxiv.
Stern and his colleagues have tried to make improvements at their institution. Researchers who wish to renew their seven-year contract have long been required to write a short paragraph describing the importance of their major results. Since the end of 2023, they also have been asked to remove journal names from their applications.
That way, “you can never do what all reviewers do – I’ve done it – look at the bibliography and in just one second decide, ‘Oh, this person has been productive because they have published many papers and they’re published in the right journals,’” says Stern. “What matters is, did it really make a difference?”
Shifting the focus away from convenient performance metrics seems possible not just for wealthy private institutions like Howard Hughes Medical Institute, but also for large government funders. In Australia, for example, the National Health and Medical Research Council in 2022 launched the “top 10 in 10” policy, aiming, in part, to “value research quality rather than quantity of publications.”
Rather than providing their entire bibliography, the agency, which assesses thousands of grant applications every year, asked researchers to list no more than 10 publications from the past decade and explain the contribution each had made to science. According to an evaluation report from April, 2024 close to three-quarters of grant reviewers said the new policy allowed them to concentrate more on research quality than quantity. And more than half said it reduced the time they spent on each application.
Gingras, the Canadian sociologist, advocates giving scientists the time they need to produce work that matters, rather than a gushing stream of publications. He is a signatory to the Slow Science Manifesto: “Once you get slow science, I can predict that the number of corrigenda, the number of retractions, will go down,” he says.
At one point, Gingras was involved in evaluating a research organization whose mission was to improve workplace security. An employee presented his work. “He had a sentence I will never forget,” Gingras recalls. The employee began by saying, “‘You know, I’m proud of one thing: My h-index is zero.’ And it was brilliant.” The scientist had developed a technology that prevented fatal falls among construction workers. “He said, ‘That’s useful, and that’s my job.’ I said, ‘Bravo!’”
Labbé receives funding from the European Research Council.
He has also received funding from the French National Research Agency (ANR), and the U.S. Office of Research Integrity.
Labbé has been in touch with most of the major publishers and their integrity officers, offering pro-bono consulting regarding detection tools to various actors in the field including STM-Hub and Morressier.
Cabanac receives funding from the European Research Council (ERC) and the Institut Universitaire de France (IUF). He is the administrator of the Problematic Paper Screener, a public platform that uses metadata from Digital Science and PubPeer via no-cost agreements. Cabanac has been in touch with most of the major publishers and their integrity officers, offering pro bono consulting regarding detection tools to various actors in the field including ClearSkies, Morressier, River Valley, Signals, and STM.
Frederik Joelving does not work for, consult, own shares in or receive funding from any company or organization that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.
　　Let me now say a few words in English to welcome our friends from different parts of the world. Hello, Hong Kong! Hello, friends from different parts of the world! 　　 　　Welcome to the annual Hong Kong International Chinese New Year Night Parade, on this, the first fabulous day of the Chinese New Year – the Year of the Snake. 　　 　　There’s no better way, anywhere on earth, to welcome in the New Year than by following – and revelling in – Hong Kong’s magnificent Chinese New Year Night Parade. 　　 　　This year’s celebration is led by 55 performing groups and floats from 14 countries and regions. Here in the world city of Hong Kong, to dance, sing and perform, skip, juggle, cheerlead and otherwise amaze and delight you, on this most auspicious of days. 　　 　　And the Night Parade is just the start of our New Year’s festivities. Tomorrow night, a 23-minute fireworks display will light up our world-renowned Victoria Harbour. Our sky will be filled with auspicious symbols, as well as adorable pandas – showcasing Hong Kong’s giant panda family, now counting six and readying for their first full public appearance at the same time in mid-February. 　　 　　And, alongside the horses at Chinese New Year Raceday, in Sha Tin on January 31, you’ll want to catch the lions – and lion dancers – on show, part of a fun-filled day at the track. 　　 　　The Night Parade floats you see tonight, together with some of our performers, will find their way to Lam Tsuen, from tomorrow night, for the Hong Kong Well-wishing Festival. This year, the floats are on display there until February 13. 　　 　　Only in Hong Kong, the world’s East-meets-West centre for cultural exchange – and day-and-night entertainment. All around town, you’ll be greeted by the magnificent spectacle of our festivities, and the warm hospitality of the people of Hong Kong, as we share the joy of the New Year with all of you. 　　 　　I wish you all a happy, healthy and eventful Year of the Snake. Kung Hei Fat Choi! Thank you and enjoy the evening. 　　 (Cantonese/Putonghua)
San Diego, Calif., Jan. 29, 2025 (GLOBE NEWSWIRE) — California BanCorp (“us,” “we,” “our,” or the “Company”) (NASDAQ: BCAL), the holding company for California Bank of Commerce, N.A. (the “Bank”) announces its consolidated financial results for the fourth quarter and full year of 2024.
The Company reported net income of $16.8 million, or $0.51 per diluted share, for the fourth quarter of 2024, compared to a net loss of $16.5 million, or $0.59 per diluted share for the third quarter of 2024, and net income of $4.4 million, or $0.24 per diluted share for the fourth quarter of 2023. The Company reported net income of $5.4 million, or $0.22 per diluted share, for the full year of 2024, compared to net income of $25.9 million, or $1.39 per diluted share for the full year of 2023.
“I’m pleased to report our strong fourth quarter earnings of $16.8 million, the result of a full quarter of combined operations after our July 31, 2024, merger close,” said David Rainer, Executive Chairman of the Company and Bank. “We continue to derisk our consolidated balance sheet and are making significant headway in reducing our exposure in the Sponsor Finance portfolio. Additionally, we are rapidly reducing our reliance on brokered deposits, which despite the reduction of the high-yielding Sponsor Finance product, has allowed us to maintain a consistent, strong net interest margin. We are focused on building tangible book value, which increased to $11.71 in the fourth quarter, up $0.43 from the prior quarter, and up $0.79 in the five months since the merger close. While we are pleased to report these strong financial results, we, along with all our fellow Southern California residents, have been through a very difficult period due to the recent wildfires and we are working with all our constituents to assist them in any way we can.”
“On behalf of the Company and the Bank, I want to express our condolences to all our neighbors, clients and employees that have been affected by the recent Southern California wildfires,” said Steven Shelton, CEO of the Company and the Bank. “You are in our thoughts and prayers and will remain so as we work to rebuild and recover going forward. Except for the one-day closure of one branch as a precautionary measure for the safety of our employees, I’m pleased to report there were no other disruptions to our operations and all other offices remained open. We are fortunate to report that the fires are expected to have a minimal impact on our loan portfolio, and we continue to focus on providing outstanding service to our combined client base throughout California, and on building shareholder value.”
Fourth Quarter 2024 Highlights
Net income of $16.8 million or $0.51 diluted earnings per share for the fourth quarter; adjusted net income (non-GAAP1) was $17.2 million or $0.53 per share for the fourth quarter.
Net interest margin of 4.61%, compared with 4.43% in the prior quarter; average total loan yield of 6.84% compared with 6.79% in the prior quarter.
Reversal of provision for credit losses of $3.8 million for the fourth quarter, compared with a provision for credit losses of $23.0 million for the prior quarter, of which $21.3 million was due to the day one provision for credit losses on non-purchased credit deteriorated (“non-PCD”) loans and unfunded loan commitments related to the merger with California BanCorp (the “Merger”).
Return on average assets of 1.60%, compared with (1.82)% in the prior quarter.
Return on average common equity of 13.21%, compared with (15.28)% in the prior quarter.
Efficiency ratio (non-GAAP1) of 57.4% compared with 98.9% in the prior quarter; excluding Merger related expenses the efficiency ratio was 55.9%, compared with 60.5% in the prior quarter.
Tangible book value per common share (“TBV”) (non-GAAP1) of $11.71 at December 31, 2024, up $0.43 from $11.28 at September 30, 2024.
Total assets of $4.03 billion at December 31, 2024, compared with $4.36 billion at September 30, 2024.
Total loans, including loans held for sale of $3.16 billion at December 31, 2024, compared with $3.23 billion at September 30, 2024.
Nonperforming assets to total assetsratio of 0.76% at December 31, 2024, compared with 0.68% at September 30, 2024.
Allowance for credit losses (“ACL”) was 1.71% of total loans held for investment at December 31, 2024; allowance for loan losses (“ALL”) was 1.61% of total loans held for investment at December 31, 2024.
Total deposits of $3.40 billion at December 31, 2024, decreased $342.2 million or 9.1% compared with $3.74 billion at September 30, 2024.
Noninterest-bearing demand deposits of $1.26 billion at December 31, 2024, a decrease of $111.3 million or 8.1% from September 30, 2024; noninterest bearing deposits represented 37.0% of total deposits, compared with $1.37 billion, or 36.6% of total deposits at September 30, 2024.
Total brokered deposits of $121.1 million, a decrease of $101.5 million from September 30, 2024.
Cost of deposits was 1.87%, compared with 2.09% in the prior quarter.
Cost of funds was 1.99%, compared with 2.19% in the prior quarter.
The Company’s preliminary capital exceeds minimums required to be “well-capitalized,” the highest regulatory capital category.
Full Year 2024 Highlights
Merger closed on July 31, 2024, whereby predecessor California BanCorp (“CALB”) merged with and into the Company and California Bank of Commerce merged with and into the Bank. CALB had total loans of $1.43 billion, total assets of $1.91 billion, and total deposits of $1.64 billion. The Merger created a bank holding company with approximately $4.25 billion in assets and 14 branches across California, with approximately 300 employees serving our communities. Total aggregate consideration paid for the Merger was approximately $216.6 million and resulted in approximately $74.7 million of preliminary goodwill, subject to adjustment in accordance with ASC 805.
Net income of $5.4 million, down $20.5 million, or 79.0% from the prior year largely due to the after-tax one-time day one provision for credit losses related to non-PCD loans and unfunded loan commitments of $15.0 million and merger related expenses of $12.0 million; adjusted net income (non-GAAP1) was $32.4 million or $1.32 per share for the year.
Diluted earnings per share of $0.22, down $1.17, or 84.2% from the prior year.
Total loan interest income increased to $160.0 million, up $46.0 million or 40.4% from the prior year largely due to the Merger.
Net interest margin of 4.28% for 2024, compared with 4.33% in the prior year; average loan yield was 6.55%, up from 5.94% in the prior year.
Efficiency ratio (non-GAAP1) of 76.6%, compared to 61.3% in the prior year; excluding merger related expenses the efficiency ratio was 63.8%, compared with 61.3% in the prior year.
Provision for credit losses of $21.7 million, of which $21.3 million was due to the day one provision for credit losses on non-PCD loans and unfunded loan commitments in connection with the Merger, compared to $915 thousand for the year ended December 31, 2023.
Total assets of $4.03 billion, up $1.7 billion or 70.8% from December 31, 2023, largely due to the Merger.
Total loans, including loans held for sale, increased to $3.16 billion, up $1.2 billion from December 31, 2023, largely due to the Merger, with the fair value of the acquired loans totaling $1.36 billion.
Total deposits of $3.40 billion, up $1.46 billion from December 31, 2023, largely due to the $1.64 billion of deposits acquired in the Merger.
Noninterest-bearing demand deposits were $1.26 billion, representing 37.0% of total deposits, compared to $675.1 million, or 34.7% of total deposits at December 31, 2023.
Cost of deposits was 2.01%, up from 1.37% in the prior year.
Tangible book value per common share (“TBV”) (non-GAAP1) of $11.71 at December 31, 2024, down $1.85 from December 31, 2023.
Fourth Quarter Operating Results
Net Income
Net income for the fourth quarter of 2024 was $16.8 million, or $0.51 per diluted share, compared with a net loss of $16.5 million, or a loss of $0.59 per diluted share in the third quarter of 2024. Our third quarter results were negatively impacted by a day one $15.0 million after-tax current expected credit losses (“CECL”)-related provision for credit losses on non-PCD loans and unfunded loan commitments related to the merger, or $0.54 loss per diluted share, and $10.6 million of after-tax merger expenses, or $0.38 loss per diluted share. Pre-tax, pre-provision income (non-GAAP1) for the fourth quarter was $19.4 million, an increase of $19.0 million from the prior quarter. Excluding the merger and related expenses, the adjusted pre-tax, pre-provision income (non-GAAP1) for the fourth quarter was $20.1 million, an increase of $5.0 million from the prior quarter. The net income and diluted earnings per share increases for all of the periods presented were largely driven by the Merger and the operating results since the closing date of the Merger.
Net Interest Income and Net Interest Margin
Net interest income for the fourth quarter of 2024 was $44.5 million, compared with $36.9 million in the prior quarter. The increase in net interest income was primarily due to an $8.4 million increase in total interest and dividend income, partially offset by an $832 thousand increase in total interest expense in the fourth quarter of 2024, as compared to the prior quarter. During the fourth quarter of 2024, loan interest income increased $7.3 million, of which $6.1 million was related to accretion income from the net purchase accounting discounts on acquired loans, total debt securities income increased $10 thousand, and interest and dividend income from other financial institutions increased $1.2 million. The increase in interest income was mainly due to reporting a full quarter of combined operations for the fourth quarter of 2024 and primarily driven by the mix of interest-earning assets added by the Merger and the impact of the accretion and amortization of fair value interest rate marks. Average total interest-earning assets increased $526.5 million in the fourth quarter of 2024, the result of a $401.3 million increase in average total loans, a $260.4 million increase in average deposits in other financial institutions and a $5.8 million increase in average restricted stock investments and other bank stock, partially offset by a $1.3 million decrease in average total debt securities and a $139.8 million decrease in average Fed funds sold/resale agreements. The increase in interest expense for the fourth quarter of 2024 was primarily due to a $466 thousand increase in interest expense on interest-bearing deposits, the result of a $217.9 million increase in average interest-bearing deposits, coupled with a $17.2 million increase in average subordinated debt, partially offset by a 22 basis point decrease in average interest-bearing deposit costs, and a $9 thousand decrease in interest expense on Federal Home Loan Bank (“FHLB”) borrowings, the result of a $611 thousand decrease in average FHLB borrowings in the fourth quarter of 2024.
Net interest margin for the fourth quarter of 2024 was 4.61%, compared with 4.43% in the prior quarter. The increase was primarily related to a 20 basis point decrease in the cost of funds, partially offset by a one basis point decrease in the total interest-earning assets yield. The yield on total average interest-earning assets in the fourth quarter of 2024 was 6.48%, compared with 6.49% in the prior quarter. The yield on average total loans in the fourth quarter of 2024 was 6.84%, an increase of five basis points from 6.79% in the prior quarter. Accretion income from the net purchase accounting discounts on acquired loans was $6.1 million, increasing the yield on average total loans by 76 basis points; the net amortization expense from the purchase accounting discounts on acquired subordinated debt and acquired time deposits premium increased the interest expense by $467 thousand, the combination of which increased the net interest margin by 58 basis points in the fourth quarter of 2024.
Cost of funds for the fourth quarter of 2024 was 1.99%, a decrease of 20 basis points from 2.19% in the prior quarter. The decrease was primarily driven by a 22 basis point decrease in the cost of average interest-bearing deposits, and an increase in average noninterest-bearing deposits, partially offset by an increase of 26 basis points in the cost of total borrowings, which was driven primarily by the amortization expense of $559 thousand from the purchase accounting discounts on acquired subordinated debt which increased the cost on total borrowing by 320 basis points. Average noninterest-bearing demand deposits increased $251.7 million to $1.28 billion and represented 36.3% of total average deposits for the fourth quarter of 2024, compared with $1.03 billion and 33.6%, respectively, in the prior quarter; average interest-bearing deposits increased $217.9 million to $2.26 billion during the fourth quarter of 2024. The total cost of deposits in the fourth quarter of 2024 was 1.87%, a decrease of 22 basis points from 2.09% in the prior quarter. The cost of total interest-bearing deposits decreased primarily due to the Company’s deposit repricing strategy and the ongoing pay off of high cost brokered deposits and California State certificates of deposit in the fourth quarter of 2024.
Average total borrowings increased $16.6 million to $69.4 million in the fourth quarter of 2024, primarily due to an increase of $17.2 million in average subordinated debt acquired in the Merger, partially offset by a decrease of $611 thousand in average FHLB borrowings during the fourth quarter of 2024. The average cost of total borrowings was 7.97% for the fourth quarter of 2024, up from 7.71% in the prior quarter.
(Reversal of) Provision for Credit Losses
The Company recorded a reversal of provision for credit losses of $3.8 million in the fourth quarter of 2024, compared to a provision for credit losses of $23.0 million in the prior quarter. The decrease was largely related to the third quarter provision for credit losses including the effects of the Merger, and the resulting one-time initial provision for credit losses on acquired non-PCD loans of $18.5 million and unfunded loan commitments of $2.7 million. Total net charge-offs were $154.0 thousand in the fourth quarter of 2024, which included $103 thousand from an acquired consumer solar loan portfolio and $51 thousand from a commercial real-estate loan. The provision for credit losses in the fourth quarter of 2024 included a $1.0 million reversal of provision for unfunded loan commitments related to the decrease in unfunded loan commitments during the fourth quarter of 2024, coupled with lower loss rates, offset by higher average funding rates used to estimate the allowance for credit losses on unfunded commitments. Total unfunded loan commitments decreased $108.6 million to $925.3 million at December 31, 2024, compared to $1.03 billion in unfunded loan commitments at September 30, 2024.
The reversal of provision for credit losses for loans held for investment in the fourth quarter of 2024 was $2.9 million, a decrease of $22.6 million for the fourth quarter of 2024 from a provision for credit losses of $19.7 million in the prior quarter. The decrease was driven primarily by the third quarter amount including the one-time initial provision for credit losses on acquired non-PCD loans and decreases in legacy special mention loans and loans held for investment. Additionally, qualitative factors, coupled with changes in the portfolio mix and in the reasonable and supportable forecast, primarily related to the economic outlook for California, which were partially offset by an increase in legacy substandard accruing loans, were factors related to the decrease in the provision for credit losses. The Company’s management continues to monitor macroeconomic variables related to increasing interest rates, inflation and the concerns of an economic downturn, and believes it has appropriately provisioned for the current environment.
Noninterest Income
The Company recorded noninterest income of $1.0 million in the fourth quarter of 2024, a decrease of $170 thousand compared to $1.2 million in the third quarter of 2024. The Company reported a loss on sale of loans of $1.1 million, related to the sale of certain Sponsor Finance loans, in the fourth quarter of 2024, compared to a gain on sale of loans of $8 thousand in the prior quarter. There was no gain on SBA 7A loan sales in the third and fourth quarters of 2024. Bank owned life insurance income of $823 thousand in the fourth quarter of 2024 increased $425 thousand from the prior quarter. Service charges and fees on deposit accounts of $911 thousand in the fourth quarter of 2024 decreased $225 thousand from the prior quarter, related to the one-time waiver of analysis charges for certain deposit accounts in light of the core system conversion. Other charges and fees income increased to $208 thousand in the fourth quarter of 2024, compared to a loss of $450 thousand in the prior quarter, primarily related to a $614 thousand valuation allowance on other real estate owned (“OREO”) due to a decline in the fair value of the underlying property in the third quarter of 2024. No comparable valuation allowance on OREO was recorded in the fourth quarter of 2024.
Noninterest Expense
Total noninterest expense for the fourth quarter of 2024 was $26.1 million, a decrease of $11.6 million from total noninterest expense of $37.7 million in the prior quarter, which was largely due to the decrease in merger related expenses.
Salaries and employee benefits increased $689 thousand during the quarter to $16.1 million. The increase in salaries and employee benefits was primarily related to the growth in headcount due to the Merger, partially offset by the third quarter amount including the one-time costs associated with non-continuing directors, executives and employees of $1.4 million. Merger and related expenses in connection with the Merger decreased $14.0 million during the quarter to $643 thousand. Data processing and communications of $2.0 million in the fourth quarter of 2024 increased by $424 thousand, due primarily to increases in transaction volume from both organic growth and the Merger. Intangible assets amortization of $1.1 million in the fourth quarter of 2024 increased by $373 thousand, due primarily to a full quarter of amortization of the core deposit intangible asset acquired in the Merger, compared with only two months of amortization of the asset in the prior quarter. Other expenses of $2.1 million in the fourth quarter of 2024 increased by $443 thousand, due primarily to higher loan related expenses, customer service related expenses, travel expenses and insurance expenses.
Efficiency ratio (non-GAAP1) for the fourth quarter of 2024 was 57.4%, compared to 98.9% in the prior quarter. Excluding the merger and related expenses of $643 thousand and $14.6 million, the efficiency ratio (non-GAAP1) for the fourth and third quarters of 2024 would have been 55.9% and 60.5%, respectively.
Income Tax
In the fourth quarter of 2024, the Company’s income tax expense was $6.5 million, compared with a $6.1 million income tax benefit in the third quarter of 2024. The effective rate was 27.9% for the fourth quarter of 2024 and 26.9% for the third quarter of 2024. The increase in the effective tax rate for the fourth quarter of 2024 was primarily attributable to the impact of the non-tax deductible portion of the merger expenses and the vesting and exercise of equity awards combined with changes in the Company’s stock price over time, partially offset by the impact of the tax on the excess executive compensation.
Balance Sheet
Assets
Total assets at December 31, 2024 were $4.03 billion, a decrease of $331.1 million or 7.6% from September 30, 2024. The decrease in total assets from the prior quarter was primarily related to a decrease in cash and cash equivalents of $226.3 million and a decrease in loans, including loans held for sale, of $77.1 million as compared to the prior quarter. These decreases primarily relate to the decreases in wholesale funding sources and the Sponsor Finance portfolio from loan sales and payoffs.
Loans
Total loans held for investment were $3.14 billion at December 31, 2024, a decrease of $60.5 million, compared to September 30, 2024, primarily the result of Sponsor Finance loans sales and loan payoffs in the amount of $90.8 million. During the fourth quarter of 2024, there were new originations of $128.5 million and net advances of $25.6 million, offset by loan sales and payoffs of $214.5 million, and the partial charge-off of loans in the amount of $154 thousand. Total loans secured by real estate decreased by $5.1 million, construction and land development loans decreased by $20.6 million, commercial real estate and other loans increased by $11.8 million, 1-4 family residential loans increased by $11.9 million and multifamily loans decreased by $8.1 million. Commercial and industrial loans decreased by $54.5 million, and consumer loans decreased by $1.0 million. The Company had $17.2 million in loans held for sale at December 31, 2024, compared to $33.7 million at September 30, 2024.
Deposits
Total deposits at December 31, 2024 were $3.40 billion, a decrease of $342.2 million from September 30, 2024. The decrease primarily consisted of $111.3 million noninterest-bearing demand deposits, $73.9 million interest-bearing non-maturity deposits, and $157.0 million time deposits. Noninterest-bearing demand deposits at December 31, 2024, were $1.26 billion, or 37.0% of total deposits, compared with $1.37 billion, or 36.6% of total deposits at September 30, 2024. At December 31, 2024, total interest-bearing deposits were $2.14 billion, compared to $2.37 billion at September 30, 2024. At December 31, 2024, total brokered time deposits were $121.1 million, compared to $222.6 million at September 30, 2024. The Company offers the Insured Cash Sweep (ICS) product, Certificate of Deposit Account Registry Service (CDARS), and Reich & Tang Deposit Solutions (R&T) network, all of which provide reciprocal deposit placement services to fully qualified large customer deposits for FDIC insurance among other participating banks. At December 31, 2024, total reciprocal deposits were $754.4 million, or 22.2% of total deposits at December 31, 2024, compared to $839.7 million , or 22.4% of total deposits at September 30, 2024.
Federal Home Loan Bank (“FHLB”) and Liquidity
At December 31, 2024 and September 30, 2024, the Company had no overnight FHLB borrowings. There were no outstanding Federal Reserve Discount Window borrowings at December 31, 2024 or September 30, 2024.
At December 31, 2024, the Company had available borrowing capacity from an FHLB secured line of credit of approximately $753.9 million and available borrowing capacity from the Federal Reserve Discount Window of approximately $318.5 million. The Company also had available borrowing capacity from four unsecured credit lines from correspondent banks of approximately $90.5 million at December 31, 2024, with no outstanding borrowings. Total available borrowing capacity was $1.16 billion at December 31, 2024. Additionally, the Company had unpledged liquid securities at fair value of approximately $129.4 million and cash and cash equivalents of $388.2 million at December 31, 2024.
AssetQuality
Total non-performing assets increased slightly to $30.6 million, or 0.76% of total assets at December 31, 2024, compared with $29.8 million, or 0.68% of total assets at September 30, 2024.
There were no loans downgraded to nonaccrual during the fourth quarter of 2024. Non-performing assets in the fourth quarter of 2024 included OREO, net of valuation allowance, of $4.1 million related to a multifamily building, the same balance as the prior quarter.
Total non-performing loans increased slightly to $26.5 million, or 0.85% of total loans held for investment at December 31, 2024, compared with $25.7 million, or 0.80% of total loans held for investment at September 30, 2024.
Special mention loans decreased by $24.1 million during the fourth quarter of 2024 to $69.3 million, including $25.5 million of non-PCD loans and $10.1 million of purchase credit deteriorated (“PCD”) loans, at December 31, 2024. The decrease in the special mention loans was due mostly to a $9.0 million payoff, $24.5 million in downgrades to substandard accruing loans and $8.4 million in upgrades to Pass loans, partially offset by $18.1 million in downgrades from Pass loans. Substandard loans increased by $13.6 million during the fourth quarter of 2024 to $117.9 million, including $11.0 million of non-PCD loans, $55.9 million PCD loans and $14.1 million nonaccrual PCD loans, at December 31, 2024. The increase in the substandard loans was due primarily to $29.8 million in downgrades and $2.9 million in net advances, partially offset by a $17.3 million in payoffs, $1.7 million in upgrades to Pass and $103 thousand in charge-offs.
The Company had $150 thousand in consumer solar loans that were over 90 days past due and still accruing interest at December 31, 2024, compared to $37 thousand in such delinquencies at September 30, 2024.
There were $12.2 million in loan delinquencies (30-89 days past due, excluding nonaccrual loans) at December 31, 2024, compared to $19.1 million in such loan delinquencies at September 30, 2024.
The allowance for credit losses, which is comprised of the allowance for loan losses (“ALL”) and reserve for unfunded loan commitments, totaled $53.6 million at December 31, 2024, compared to $57.6 million at September 30, 2024. The $4.0 million decrease in the allowance for credit losses included a $2.9 million and $968 thousand reversal of provision for credit losses for the loan portfolio and reserve for unfunded loan commitments, respectively, partially offset by total net charge-offs of $145 thousand for the quarter ended December 31, 2024.
The ALL was $50.5 million, or 1.61% of total loans held for investment at December 31, 2024, compared with $53.6 million, or 1.67% at September 30, 2024.
Capital
Tangible book value (non-GAAP1) per common share at December 31, 2024, was $11.71, compared with $11.28 at September 30, 2024. In the fourth quarter of 2024, tangible book value was primarily impacted by net income of $16.8 million for the fourth quarter, stock-based compensation expense, and an increase in net of tax unrealized losses on available-for-sale debt securities. Other comprehensive losses related to unrealized losses, net of taxes, on available-for-sale debt securities increased by $3.8 million to $6.6 million at December 31, 2024, from $2.9 million at September 30, 2024. The increase in the unrealized losses, net of taxes, on available-for-sale debt securities was attributable to non-credit related factors , including an increase in bond prices at the long end of the yield curve, even as the Federal Reserve decreased the Fed funds rate by 25 basis points in December 2024. Tangible common equity (non-GAAP1) as a percentage of total tangible assets (non-GAAP1) at December 31, 2024, increased to 9.69% from 8.58% in the prior quarter, and unrealized losses, net of taxes, on available-for-sale debt securities as a percentage of tangible common equity (non-GAAP1) at December 31, 2024 increased to 1.8% from 0.8% in the prior quarter.
The Company’s preliminary capital exceeds minimums required to be “well-capitalized” at December 31, 2024.
ABOUT CALIFORNIA BANCORP
California BanCorp (NASDAQ: BCAL) is a registered bank holding company headquartered in San Diego, California. California Bank of Commerce, N.A., a national banking association chartered under the laws of the United States (the “Bank”) and regulated by the Office of Comptroller of the Currency, is a wholly owned subsidiary of California BanCorp. Established in 2001 and headquartered in San Diego, California, the Bank offers a range of financial products and services to individuals, professionals, and small to medium-sized businesses through its 14 branch offices and four loan production offices serving Northern and Southern California. The Bank’s solutions-driven, relationship-based approach to banking provides accessibility to decision makers and enhances value through strong partnerships with its clients. Additional information is available at www.bankcbc.com.
In addition to historical information, this release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and other matters that are not historical facts. Examples of forward-looking statements include, among others, statements regarding expectations, plans or objectives for future operations, products or services, loan recoveries, projections, expectations regarding the adequacy of reserves for credit losses and statements about the benefits of the Merger, as well as forecasts relating to financial and operating results or other measures of economic performance. Forward-looking statements reflect management’s current view about future events and involve risks and uncertainties that may cause actual results to differ from those expressed in the forward-looking statement or historical results. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and often include the words or phrases such as “aim,” “can,” “may,” “could,” “predict,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “hope,” “intend,” “plan,” “potential,” “project,” “will likely result,” “continue,” “seek,” “shall,” “possible,” “projection,” “optimistic,” and “outlook,” and variations of these words and similar expressions.
Factors that could cause or contribute to results differing from those in or implied in the forward-looking statements include but are not limited to risk related to the Merger, including the risks that costs may be greater than anticipated, cost savings may be less than anticipated, and difficulties in retaining senior management, employees or customers, the impact of bank failures or other adverse developments at other banks on general investor sentiment regarding the stability and liquidity of banks, changes in real estate markets and valuations; the impact on financial markets from geopolitical conflicts; inflation, interest rate, market and monetary fluctuations and general economic conditions, either nationally or locally in the areas in which the Company conducts business; increases in competitive pressures among financial institutions and businesses offering similar products and services; general credit risks related to lending, including changes in the value of real estate or other collateral, the financial condition of borrowers, the effectiveness of our underwriting practices and the risk of fraud; higher than anticipated defaults in the Company’s loan portfolio; changes in management’s estimate of the adequacy of the allowance for credit losses or the factors the Company uses to determine the allowance for credit losses; changes in demand for loans and other products and services offered by the Company; the costs and outcomes of litigation; legislative or regulatory changes or changes in accounting principles, policies or guidelines and other risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) and other documents the Company may file with the SEC from time to time.
Additional information regarding these and other risks and uncertainties to which our business and future financial performance are subject is contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and other documents the Company files with the SEC from time to time.
Any forward-looking statement made in this release is based only on information currently available to management and speaks only as of the date on which it is made. The Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements or to conform such forward-looking statements to actual results or to changes in its opinions or expectations, except as required by law.
California BanCorp and Subsidiary Financial Highlights (Unaudited)
At or for the Three Months Ended
At or for the Year Ended
December 31, 2024
September 30, 2024
December 31, 2023
December 31, 2024
December 31, 2023
($ in thousands except share and per share data)
EARNINGS
Net interest income
$
44,541
$
36,942
$
22,559
$
122,984
$
94,138
(Reversal of) provision for credit losses
$
(3,835
)
$
22,963
$
824
$
21,690
$
915
Noninterest income (expense)
$
1,004
$
1,174
$
(102
)
$
4,760
$
3,379
Noninterest expense
$
26,125
$
37,680
$
15,339
$
97,791
$
59,746
Income tax expense (benefit)
$
6,483
$
(6,063
)
$
1,882
$
2,830
$
10,946
Net income (loss)
$
16,772
$
(16,464
)
$
4,412
$
5,433
$
25,910
Pre-tax pre-provision income (1)
$
19,420
$
436
$
7,118
$
29,953
$
37,771
Adjusted pre-tax pre-provision income (1)
$
20,063
$
15,041
$
7,118
$
46,241
$
37,771
Diluted earnings (loss) per share
$
0.51
$
(0.59
)
$
0.24
$
0.22
$
1.39
Shares outstanding at period end
32,265,935
32,142,427
18,369,115
32,265,935
18,369,115
PERFORMANCE RATIOS
Return on average assets
1.60
%
(1.82
)%
0.75
%
0.18
%
1.12
%
Adjusted return on average assets (1)
1.64
%
1.01
%
0.75
%
1.05
%
1.12
%
Return on average common equity
13.21
%
(15.28
)%
6.21
%
1.43
%
9.48
%
Adjusted return on average common equity (1)
13.57
%
8.44
%
6.21
%
8.53
%
9.48
%
Yield on total loans
6.84
%
6.79
%
6.08
%
6.55
%
5.94
%
Yield on interest earning assets
6.48
%
6.49
%
5.85
%
6.26
%
5.69
%
Cost of deposits
1.87
%
2.09
%
1.81
%
2.01
%
1.37
%
Cost of funds
1.99
%
2.19
%
1.95
%
2.12
%
1.46
%
Net interest margin
4.61
%
4.43
%
4.05
%
4.28
%
4.33
%
Efficiency ratio (1)
57.36
%
98.86
%
68.30
%
76.55
%
61.27
%
Adjusted efficiency ratio (1)
55.95
%
60.54
%
68.30
%
63.80
%
61.27
%
As of
December 31, 2024
September 30, 2024
December 31, 2023
($ in thousands except share and per share data)
CAPITAL
Tangible equity to tangible assets (1)
9.69
%
8.58
%
10.73
%
Book value (BV) per common share
$
15.86
$
15.50
$
15.69
Tangible BV per common share (1)
$
11.71
$
11.28
$
13.56
ASSET QUALITY
Allowance for loan losses (ALL)
$
50,540
$
53,552
$
22,569
Reserve for unfunded loan commitments
$
3,103
$
4,071
$
933
Allowance for credit losses (ACL)
$
53,643
$
57,623
$
23,502
Allowance for loan losses to nonperforming loans
1.90
x
2.08
x
1.74
x
ALL to total loans held for investment
1.61
%
1.67
%
1.15
%
ACL to total loans held for investment
1.71
%
1.80
%
1.20
%
30-89 days past due, excluding nonaccrual loans
$
12,232
$
19,110
$
19
Over 90 days past due, excluding nonaccrual loans
$
150
$
37
$
—
Special mention loans
$
69,339
$
93,448
$
2,996
Special mention loans to total loans held for investment
2.21
%
2.92
%
0.15
%
Substandard loans
$
117,926
$
104,298
$
19,502
Substandard loans to total loans held for investment
3.76
%
3.26
%
1.00
%
Nonperforming loans
$
26,536
$
25,698
$
13,004
Nonperforming loans to total loans held for investment
0.85
%
0.80
%
0.66
%
Other real estate owned, net
$
4,083
$
4,083
$
—
Nonperforming assets
$
30,619
$
29,781
$
13,004
Nonperforming assets to total assets
0.76
%
0.68
%
0.55
%
END OF PERIOD BALANCES
Total loans, including loans held for sale
$
3,156,345
$
3,233,418
$
1,964,791
Total assets
$
4,031,654
$
4,362,767
$
2,360,252
Deposits
$
3,398,760
$
3,740,915
$
1,943,556
Loans to deposits
92.9
%
86.4
%
101.1
%
Shareholders’ equity
$
511,836
$
498,064
$
288,152
(1
)
Non-GAAP measure. See – GAAP to Non-GAAP reconciliation.
California BanCorp and Subsidiary Financial Highlights (Unaudited)
At or for the Three Months Ended
At or for the Year Ended
ALLOWANCE for CREDIT LOSSES
December 31, 2024
September 30, 2024
December 31, 2023
December 31, 2024
December 31, 2023
($ in thousands)
Allowance for loan losses
Balance at beginning of period
$
53,552
$
23,788
$
22,705
$
22,569
$
17,099
Adoption of ASU 2016-13 (1)
—
—
—
—
5,027
Initial Allowance for PCD loans
—
11,216
—
11,216
—
(Reversal of) provision for credit losses (2)
(2,867
)
19,711
1,131
19,520
1,731
Charge-offs
(154
)
(1,163
)
(1,267
)
(2,774
)
(1,303
)
Recoveries
9
—
—
9
15
Net charge-offs
(145
)
(1,163
)
(1,267
)
(2,765
)
(1,288
)
Balance, end of period
$
50,540
$
53,552
$
22,569
$
50,540
$
22,569
Reserve for unfunded loan commitments(3)
Balance, beginning of period
$
4,071
$
819
$
1,240
$
933
$
1,310
Adoption of ASU 2016-13 (1)
—
—
—
—
439
(Reversal of) provision for credit losses (4)
(968
)
3,252
(307
)
2,170
(816
)
Balance, end of period
3,103
4,071
933
3,103
933
Allowance for credit losses
$
53,643
$
57,623
$
23,502
$
53,643
$
23,502
ALL to total loans held for investment
1.61
%
1.67
%
1.15
%
1.61
%
1.15
%
ACL to total loans held for investment
1.71
%
1.80
%
1.20
%
1.71
%
1.20
%
Net charge-offs to average total loans
(0.02
)%
(0.17
)%
(0.26
)%
(0.11
)%
(0.07
)%
(1
)
Represents the impact of adopting ASU 2016-13, Financial Instruments – Credit Losses on January 1, 2023. As a result of adopting ASU 2016-13, our methodology to compute our allowance for credit losses is based on a current expected credit loss methodology, rather than the previously applied incurred loss methodology.
(2
)
Includes $18.5 million for the three months ended September 30, 2024 and year ended December 31, 2024 related to the initial provision for credit losses for non-PCD loans acquired in the Merger.
(3
)
Included in “Accrued interest and other liabilities” on the consolidated balance sheet.
(4
)
Includes $2.7 million for the three months ended September 30, 2024 and year ended December 31, 2024 related to the initial provision for credit losses on unfunded commitments acquired in the Merger.
California BanCorp and Subsidiary Balance Sheets (Unaudited)
December 31, 2024
September 30, 2024
December 31, 2023
($ in thousands)
ASSETS
Cash and due from banks
$
60,471
$
115,165
$
33,008
Federal funds sold & interest-bearing balances
327,691
499,258
53,785
Total cash and cash equivalents
388,162
614,423
86,793
Debt securities available-for-sale, at fair value (amortized cost of $151,429, $163,384 and $136,366 at December 31, 2024, September 30, 2024 and December 31, 2023)
142,001
159,330
130,035
Debt securities held-to-maturity, at cost (fair value of $47,823, $49,487 and $50,432 at December 31, 2024, September 30, 2024 and December 31, 2023)
53,280
53,364
53,616
Loans held for sale
17,180
33,704
7,349
Loans held for investment:
Construction & land development
227,325
247,934
243,521
1-4 family residential
164,401
152,540
143,903
Multifamily
243,993
252,134
221,247
Other commercial real estate
1,767,727
1,755,908
1,024,243
Commercial & industrial
710,970
765,472
320,142
Other consumer
24,749
25,726
4,386
Total loans held for investment
3,139,165
3,199,714
1,957,442
Allowance for credit losses – loans
(50,540
)
(53,552
)
(22,569
)
Total loans held for investment, net
3,088,625
3,146,162
1,934,873
Restricted stock at cost
30,829
27,394
16,055
Premises and equipment
13,595
13,996
13,270
Right of use asset
14,350
15,310
9,291
Other real estate owned, net
4,083
4,083
—
Goodwill
111,787
112,515
37,803
Intangible assets
22,271
23,031
1,195
Bank owned life insurance
66,636
66,180
38,918
Deferred taxes, net
43,127
45,644
11,137
Accrued interest and other assets
35,728
47,631
19,917
Total assets
$
4,031,654
$
4,362,767
$
2,360,252
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand
$
1,257,007
$
1,368,303
$
675,098
Interest-bearing NOW accounts
673,589
781,125
381,943
Money market and savings accounts
1,182,927
1,149,268
636,685
Time deposits
285,237
442,219
249,830
Total deposits
3,398,760
3,740,915
1,943,556
Borrowings
69,725
69,142
102,865
Operating lease liability
18,310
19,211
12,117
Accrued interest and other liabilities
33,023
35,435
13,562
Total liabilities
3,519,818
3,864,703
2,072,100
Shareholders’ Equity:
Common stock – 50,000,000 shares authorized, no par value; issued and outstanding 32,265,935, 32,142,427 and 18,369,115 at December 31, 2024, September 30, 2024 and December 31, 2023)
442,469
441,684
222,036
Retained earnings
76,008
59,236
70,575
Accumulated other comprehensive loss – net of taxes
(6,641
)
(2,856
)
(4,459
)
Total shareholders’ equity
511,836
498,064
288,152
Total liabilities and shareholders’ equity
$
4,031,654
$
4,362,767
$
2,360,252
California BanCorp and Subsidiary Income Statements – Quarterly and Year-to-Date (Unaudited)
Three Months Ended
Year Ended
December 31, 2024
September 30, 2024
December 31, 2023
December 31, 2024
December 31, 2023
($ in thousands except share and per share data)
INTEREST AND DIVIDEND INCOME
Interest and fees on loans
$
54,791
$
47,528
$
29,968
$
159,960
$
113,951
Interest on debt securities
1,698
1,687
991
5,827
3,497
Interest on tax-exempted debt securities
305
306
353
1,223
1,655
Interest and dividends from other institutions
5,764
4,606
1,257
12,788
4,419
Total interest and dividend income
62,558
54,127
32,569
179,798
123,522
INTEREST EXPENSE
Interest on NOW, savings, and money market accounts
12,447
11,073
6,606
37,329
20,161
Interest on time deposits
4,179
5,087
2,331
15,432
6,704
Interest on borrowings
1,391
1,025
1,073
4,053
2,519
Total interest expense
18,017
17,185
10,010
56,814
29,384
Net interest income
44,541
36,942
22,559
122,984
94,138
(Reversal of) provisions for credit losses (1)
(3,835
)
22,963
824
21,690
915
Net interest income after (reversal of) provision for credit losses
48,376
13,979
21,735
101,294
93,223
NONINTEREST INCOME
Service charges and fees on deposit accounts
911
1,136
507
3,140
1,946
(Loss) gain on sale of loans
(1,095
)
8
—
(672
)
831
Bank owned life insurance income
823
398
253
1,748
946
Servicing and related income on loans
157
82
17
307
240
Loss on sale of debt securities
—
—
(1,008
)
—
(974
)
Loss on sale of building and related fixed assets
—
—
—
(19
)
—
Other charges and fees
208
(450
)
129
256
390
Total noninterest income (expense)
1,004
1,174
(102
)
4,760
3,379
NONINTEREST EXPENSE
Salaries and employee benefits
16,074
15,385
9,598
49,845
39,249
Occupancy and equipment expenses
2,314
2,031
1,678
7,242
6,231
Data processing
1,960
1,536
1,158
5,832
4,534
Legal, audit and professional
817
669
1,161
2,559
3,211
Regulatory assessments
436
544
320
1,714
1,508
Director and shareholder expenses
458
520
207
1,410
849
Merger and related expenses
643
14,605
—
16,288
—
Intangible assets amortization
1,060
687
80
1,877
389
Other real estate owned expense
220
3
—
5,246
—
Other expense
2,143
1,700
1,137
5,778
3,775
Total noninterest expense
26,125
37,680
15,339
97,791
59,746
Income (loss) before income taxes
23,255
(22,527
)
6,294
8,263
36,856
Income tax expense (benefit)
6,483
(6,063
)
1,882
2,830
10,946
Net income (loss)
$
16,772
$
(16,464
)
$
4,412
$
5,433
$
25,910
Net income (loss) per share – basic
$
0.52
$
(0.59
)
$
0.24
$
0.22
$
1.42
Net income (loss) per share – diluted
$
0.51
$
(0.59
)
$
0.24
$
0.22
$
1.39
Weighted average common shares-diluted
32,698,714
27,705,844
18,727,519
24,623,397
18,656,742
Pre-tax, pre-provision income (2)
$
19,420
$
436
$
7,118
$
29,953
$
37,771
(1
)
Included (reversal of) provision for unfunded loan commitments of $(1.0) million, $3.3 million and $(307) thousand for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023, respectively, and $2.2 million and $(816) thousand for the years ended December 31, 2024 and 2023, respectively
(2
)
Non-GAAP measure. See – GAAP to Non-GAAP reconciliation.
California BanCorp and Subsidiary Average Balance Sheets and Yield Analysis (Unaudited)
Three Months Ended
December 31, 2024
September 30, 2024
December 31, 2023
Average Balance
Income/ Expense
Yield/ Cost
Average Balance
Income/ Expense
Yield/ Cost
Average Balance
Income/ Expense
Yield/ Cost
($ in thousands)
Assets
Interest-earning assets:
Total loans
$
3,184,918
$
54,791
6.84
%
$
2,783,581
$
47,528
6.79
%
$
1,954,396
$
29,968
6.08
%
Taxable debt securities
147,895
1,698
4.57
%
149,080
1,687
4.50
%
113,375
991
3.47
%
Tax-exempt debt securities (1)
53,607
305
2.87
%
53,682
306
2.87
%
58,644
353
3.02
%
Deposits in other financial institutions
422,032
5,123
4.83
%
161,616
2,215
5.45
%
56,313
759
5.35
%
Fed funds sold/resale agreements
3,353
38
4.51
%
143,140
1,886
5.24
%
9,008
125
5.51
%
Restricted stock investments and other bank stock
30,341
603
7.91
%
24,587
505
8.17
%
16,394
373
9.03
%
Total interest-earning assets
3,842,146
62,558
6.48
%
3,315,686
54,127
6.49
%
2,208,130
32,569
5.85
%
Total noninterest-earning assets
326,601
277,471
137,193
Total assets
$
4,168,747
$
3,593,157
$
2,345,323
Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Interest-bearing NOW accounts
$
704,017
$
3,784
2.14
%
$
617,373
$
2,681
1.73
%
$
362,579
$
1,860
2.04
%
Money market and savings accounts
1,192,692
8,663
2.89
%
999,322
8,392
3.34
%
669,391
4,746
2.81
%
Time deposits
359,111
4,179
4.63
%
421,241
5,087
4.80
%
208,700
2,331
4.43
%
Total interest-bearing deposits
2,255,820
16,626
2.93
%
2,037,936
16,160
3.15
%
1,240,670
8,937
2.86
%
Borrowings:
FHLB advances
—
—
—
%
611
9
5.86
%
56,380
802
5.64
%
Subordinated debt
69,420
1,391
7.97
%
52,246
1,016
7.74
%
17,854
271
6.02
%
Total borrowings
69,420
1,391
7.97
%
52,857
1,025
7.71
%
74,234
1,073
5.73
%
Total interest-bearing liabilities
2,325,240
18,017
3.08
%
2,090,793
17,185
3.27
%
1,314,904
10,010
3.02
%
Noninterest-bearing liabilities:
Noninterest-bearing deposits (2)
1,283,591
1,031,844
721,169
Other liabilities
55,007
41,962
27,178
Shareholders’ equity
504,909
428,558
282,072
Total Liabilities and Shareholders’ Equity
$
4,168,747
$
3,593,157
$
2,345,323
Net interest spread
3.40
%
3.22
%
2.83
%
Net interest income and margin
$
44,541
4.61
%
$
36,942
4.43
%
$
22,559
4.05
%
Cost of deposits
$
3,539,411
$
16,626
1.87
%
$
3,069,780
$
16,160
2.09
%
$
1,961,839
$
8,937
1.81
%
Cost of funds
$
3,608,831
$
18,017
1.99
%
$
3,122,637
$
17,185
2.19
%
$
2,036,073
$
10,010
1.95
%
(1
)
Tax-exempt debt securities yields are presented on a tax equivalent basis using a 21% tax rate.
(2
)
Average noninterest-bearing deposits represent 36.27%, 33.61% and 36.76% of average total deposits for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023, respectively.
California BanCorp and Subsidiary Average Balance Sheets and Yield Analysis (Unaudited)
Year Ended
December 31, 2024
December 31, 2023
Average Balance
Income/ Expense
Yield/ Cost
Average Balance
Income/ Expense
Yield/ Cost
($ in thousands)
Assets
Interest-earning assets:
Total loans
$
2,443,127
$
159,960
6.55
%
$
1,918,443
$
113,951
5.94
%
Taxable debt securities
136,984
5,827
4.25
%
107,021
3,497
3.27
%
Tax-exempt debt securities (1)
53,721
1,223
2.88
%
65,674
1,655
3.19
%
Deposits in other financial institutions
171,939
8,692
5.06
%
46,826
2,434
5.20
%
Fed funds sold/resale agreements
43,990
2,319
5.27
%
18,114
923
5.10
%
Restricted stock investments and other bank stock
22,137
1,777
8.03
%
15,930
1,062
6.67
%
Total interest-earning assets
2,871,898
179,798
6.26
%
2,172,008
123,522
5.69
%
Total noninterest-earning assets
224,018
134,225
Total assets
$
3,095,916
$
2,306,233
Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Interest-bearing NOW accounts
$
511,425
$
10,644
2.08
%
$
308,537
$
5,161
1.67
%
Money market and savings accounts
911,684
26,685
2.93
%
673,176
15,000
2.23
%
Time deposits
324,249
15,432
4.76
%
180,219
6,704
3.72
%
Total interest-bearing deposits
1,747,358
52,761
3.02
%
1,161,932
26,865
2.31
%
Borrowings:
FHLB advances
19,543
1,103
5.64
%
26,390
1,434
5.43
%
Subordinated debt
39,479
2,950
7.47
%
17,818
1,085
6.09
%
Total borrowings
59,022
4,053
6.87
%
44,208
2,519
5.70
%
Total interest-bearing liabilities
1,806,380
56,814
3.15
%
1,206,140
29,384
2.44
%
Noninterest-bearing liabilities:
Noninterest-bearing deposits (2)
873,043
801,882
Other liabilities
36,677
24,865
Shareholders’ equity
379,816
273,346
Total Liabilities and Shareholders’ Equity
$
3,095,916
$
2,306,233
Net interest spread
3.11
%
3.25
%
Net interest income and margin
$
122,984
4.28
%
$
94,138
4.33
%
Cost of deposits
$
2,620,401
$
52,761
2.01
%
$
1,963,814
$
26,865
1.37
%
Cost of funds
$
2,679,423
$
56,814
2.12
%
$
2,008,022
$
29,384
1.46
%
(1
)
Tax-exempt debt securities yields are presented on a tax equivalent basis using a 21% tax rate.
(2
)
Average noninterest-bearing deposits represent 33.32%, and 40.83% of average total deposits for the year ended December 31, 2024 and December 31, 2023, respectively.
California BanCorp and Subsidiary GAAP to Non-GAAP Reconciliation (Unaudited)
The following tables present a reconciliation of non-GAAP financial measures to GAAP measures for: (1) adjusted net income (loss), (2) efficiency ratio, (3) adjusted efficiency ratio, (4) pre-tax pre-provision income, (5) adjusted pre-tax pre-provision income, (6) average tangible common equity, (7) adjusted return on average assets, (8) adjusted return on average equity, (9) return on average tangible common equity, (10) adjusted return on average tangible common equity, (11) tangible common equity, (12) tangible assets, (13) tangible common equity to tangible asset ratio, and (14) tangible book value per share. We believe the presentation of certain non-GAAP financial measures provides useful information to assess our consolidated financial condition and consolidated results of operations and to assist investors in evaluating our financial results relative to our peers. These non-GAAP financial measures complement our GAAP reporting and are presented below to provide investors and others with information that we use to manage the business each period. Because not all companies use identical calculations, the presentation of these non-GAAP financial measures may not be comparable to other similarly titled measures used by other companies. These non-GAAP measures should be taken together with the corresponding GAAP measures and should not be considered a substitute of the GAAP measures.
Three Months Ended
Year Ended
December 31, 2024
September 30, 2024
December 31, 2023
December 31, 2024
December 31, 2023
($ in thousands)
Adjusted net income
Net income (loss)
$
16,772
$
(16,464
)
$
4,412
$
5,433
$
25,910
Add: After-tax Day1 provision for non PCD loans and unfunded loan commitments (1)
—
14,978
—
14,978
—
Add: After-tax merger and related expenses (1)
453
10,576
—
11,988
—
Adjusted net income (non-GAAP)
$
17,225
$
9,090
$
4,412
$
32,399
$
25,910
Efficiency Ratio
Noninterest expense
$
26,125
$
37,680
$
15,339
$
97,791
$
59,746
Deduct: Merger and related expenses
643
14,605
—
16,288
—
Adjusted noninterest expense
25,482
23,075
15,339
81,503
59,746
Net interest income
44,541
36,942
22,559
122,984
94,138
Noninterest income (expense)
1,004
1,174
(102
)
4,760
3,379
Total net interest income and noninterest income
$
45,545
$
38,116
$
22,457
$
127,744
$
97,517
Efficiency ratio (non-GAAP)
57.4
%
98.9
%
68.3
%
76.6
%
61.3
%
Adjusted efficiency ratio (non-GAAP)
55.9
%
60.5
%
68.3
%
63.8
%
61.3
%
Pre-tax pre-provision income
Net interest income
$
44,541
$
36,942
$
22,559
$
122,984
$
94,138
Noninterest income (expense)
1,004
1,174
(102
)
4,760
3,379
Total net interest income and noninterest income
45,545
38,116
22,457
127,744
97,517
Less: Noninterest expense
26,125
37,680
15,339
97,791
59,746
Pre-tax pre-provision income (non-GAAP)
19,420
436
7,118
29,953
37,771
Add: Merger and related expenses
643
14,605
—
16,288
—
Adjusted pre-tax pre-provision income (non-GAAP)
$
20,063
$
15,041
$
7,118
$
46,241
$
37,771
(1
)
After-tax Day 1 provision for non-PCD loans and unfunded commitments and merger and related expenses are presented using a 29.56% tax rate.
Three Months Ended
Year Ended
December 31, 2024
September 30, 2024
December 31, 2023
December 31, 2024
December 31, 2023
($ in thousands)
Return on Average Assets, Equity, and Tangible Equity
Net income (loss)
$
16,772
$
(16,464
)
$
4,412
$
5,433
$
25,910
Adjusted net income (non-GAAP)
$
17,225
$
9,090
$
4,412
$
32,399
$
25,910
Average assets
$
4,168,747
$
3,593,157
$
2,345,323
$
3,095,916
$
2,306,233
Average shareholders’ equity
504,909
428,558
282,072
379,816
273,346
Less: Average intangible assets
135,073
104,409
39,035
79,366
39,195
Average tangible common equity (non-GAAP)
$
369,836
$
324,149
$
243,037
$
300,450
$
234,151
Return on average assets
1.60
%
(1.82
%)
0.75
%
0.18
%
1.12
%
Adjusted return on average assets (non-GAAP)
1.64
%
1.01
%
0.75
%
1.05
%
1.12
%
Return on average equity
13.21
%
(15.28
%)
6.21
%
1.43
%
9.48
%
Adjusted return on average equity (non-GAAP)
13.57
%
8.44
%
6.21
%
8.53
%
9.48
%
Return on average tangible common equity (non-GAAP)
18.04
%
(20.21
%)
7.20
%
1.81
%
11.07
%
Adjusted return on average tangible common equity (non-GAAP)
18.53
%
11.16
%
7.20
%
10.78
%
11.07
%
December 31, 2024
December 31, 2023
($ in thousands except share and per share data)
Tangible Common Equity Ratio/Tangible Book Value Per Share
Shareholders’ equity
$
511,836
$
288,152
Less: Intangible assets
134,058
38,998
Tangible common equity (non-GAAP)
$
377,778
$
249,154
Total assets
$
4,031,654
$
2,360,252
Less: Intangible assets
134,058
38,998
Tangible assets (non-GAAP)
$
3,897,596
$
2,321,254
Equity to asset ratio
12.70
%
12.21
%
Tangible common equity to tangible asset ratio (non-GAAP)
9.69
%
10.73
%
Book value per share
$
15.86
$
15.69
Tangible book value per share (non-GAAP)
$
11.71
$
13.56
Shares outstanding
32,265,935
18,369,115
INVESTOR RELATIONS CONTACT Kevin Mc Cabe California Bank of Commerce, N.A. kmccabe@bankcbc.com 818.637.7065
1 Reconciliations of non–U.S. generally accepted accounting principles (“GAAP”) measures are set forth at the end of this press release.
CHICAGO, Jan. 29, 2025 (GLOBE NEWSWIRE) — GCM Grosvenor (Nasdaq: GCMG), a global alternative asset management solutions provider, will present at the Bank of America Securities Financial Services Conference on Wednesday, February 12, 2025, at 2:40 p.m. ET.
A link to the live audio webcast of the presentation is available on GCM Grosvenor’s public shareholders website and the event website. For those unable to listen to the live audio webcast, a replay will be available within 24 hours after the conclusion of the live event.
About GCM Grosvenor GCM Grosvenor (Nasdaq: GCMG) is a global alternative asset management solutions provider with approximately $80 billion in assets under management across private equity, infrastructure, real estate, credit, and absolute return investment strategies. The firm has specialized in alternatives for more than 50 years and is dedicated to delivering value for clients by leveraging its cross-asset class and flexible investment platform. GCM Grosvenor’s experienced team of approximately 550 professionals serves a global client base of institutional and individual investors. The firm is headquartered in Chicago, with offices in New York, Toronto, London, Frankfurt, Tokyo, Hong Kong, Seoul and Sydney. For more information, visit: gcmgrosvenor.com.
Source: GCM Grosvenor
Public Shareholders Contact Stacie Selinger sselinger@gcmlp.com 312-506-6583
Under the UK’s Pharmacy First initiative, people are encouraged to see their pharmacist before consulting their GP – especially for minor ailments. It’s a tough four-year course to become a pharmacist in the UK, so you’re in good hands if you seek their advice.
However, on stepping in to any community pharmacy, you might be surprised by the welter of products on sale – from decongestant drugs to homeopathic remedies – that have little or no evidence to support their effectiveness.
For example, oral phenylephrine has been shown to be ineffective as a nasal decongestant. Following a review of the evidence, late last year, the US Food and Drug Administration advised that oral versions of the drug (pills, soluble powders and syrups) should no longer be sold as a treatment for a blocked nose.
Phenylephrine is the main decongestant ingredient in many over-the-counter cold remedies.
Meanwhile, the UK’s Medicines and Healthcare Products Regulatory Agency’s chief safety officer, Alison Cave, said there are “no safety concerns” over phenylephrine products and “people can continue to use as directed”. Although safety is not what’s in question. Effectiveness is.
The flu drug oseltamivir also has little evidence of effectiveness – at least in otherwise healthy people. The UK government, however, still recommends its use in seasonal flu outbreaks.
A recent meta-analysis of 33 clinical trials, with a combined 19,000 patients, showed that oseltamivir, and similar antivirals, might be useful if given to patients who are at a high risk of severe disease. However, they only worked if given within 48 hours of exposure to the flu virus. These drugs had little or no effect on most people who are at low risk or who look for treatments after the 48-hour window.
In 2017, the World Health Organization (WHO) downgraded the status of oseltamivir from “essential” to “complementary”.
The WHO strongly advises against giving oseltamivir to people with “suspected or confirmed non-severe seasonal influenza virus infection”. The drug doesn’t seem to help people at low risk of severe flu and can have unpleasant side-effects.
What about supplements and other non-medicines?
Of course, pharmacies don’t just sell drugs. They also sell supplements, such as vitamins and minerals, herbal medicines and homeopathic remedies.
Although more than half the UK population takes a multivitamin or dietary supplement, scientists still debate their benefits. A recent large study found that taking a daily multivitamin doesn’t appear to be associated with a mortality benefit.
On the other hand, taking a vitamin D supplement is recommended for those with a deficiency – especially during the dark winter months. Studies have shown that it may reduce the risk of heart attacks and strokes in older people. And people with periods can benefit from vitamin C as it helps with iron absorption.
Medicines in the UK must demonstrate safety, quality and efficacy – but these criteria don’t apply to supplements, herbal medicines and homeopathic products. These products only have to demonstrate safety and quality.
The Royal Pharmaceutical Society states that there is “no evidence from randomised controlled trials for the efficacy of homoeopathy over placebo, and no scientific basis for homoeopathy”. However, it was only as recently as 2017 that the NHS agreed to cease providing homeopathic treatments.
If the evidence says that they don’t work, why do people take these products?
Placebo effects may be part of the reason. The person may believe that the treatment will work and this may lead to them thinking that they feel better. Most of these products are sold for self-limiting conditions and are aimed at helping people feel better while they recover.
Many of these products are sold for self-limiting conditions. fizkes/Shutterstock
Pharmacies have always sold complementary therapies, although these products have changed with the times. You won’t find tonic wine anymore, and there’s much less call for malt extract with cod liver oil.
So why do UK pharmacies sell products with little or no evidence of effectiveness?
Data from Community Pharmacy England suggests that 90% of the income of the average pharmacy comes from the NHS. But, over the last ten years, that funding has seen a 30% real-term cut, even in the face of new services, such as Pharmacy First.
Is it any wonder then that community pharmacies are moving into private services, such as weight loss, and expanding the range of lifestyle products they sell?
Also, many pharmacists work for larger companies and these companies might value profit over evidence-based treatments. Their shops can be crammed with dubious products with high profitability.
This conflict between pharmacies making a profit and providing the best treatment options and advice is not new and is something that Australia struggled with quite recently, leading to calls for pharmacies to drop products that lack evidence.
As long as pharmacies face NHS spending cuts and have to rely on the sale of products that have little or no evidence for their efficacy to remain afloat, the situation is unlikely to change. In the meantime, ask questions about anything you are considering buying. You can be reassured that if a product isn’t right for your condition, your pharmacist will tell you.
The Conversation offered the Royal Pharmaceutical Society the right of reply and Elen Jones, the society’s director for England and Wales wrote:
“Community pharmacies are the ideal place for open conversations with patients to ensure they make informed decisions about their health, including discussing any questions about the evidence of a product’s clinical effectiveness …
“In the case of homeopathy, the RPS is clear that it has no scientific evidence to support its clinical efficacy beyond a placebo effect and does not endorse it as a form of treatment. Pharmacists should advise people considering homeopathic products about their lack of efficacy beyond placebo and also advise that individuals do not stop taking their prescribed medicines when considering using a homeopathic product.
“Offering a variety of products can be an opportunity for patients to access the pharmacy as a ‘gateway to healthcare,’ encouraging them to seek advice for conditions because they trust their pharmacist. Pharmacists play a crucial role in providing evidence-based care daily, guiding patients towards treatments that are safe and clinically effective, with patient care and safety always as the highest priority.”
Colin Davidson has previously received funding from the NIH (USA) and the European Community for projects related to drug abuse. He is currently a consultant on novel psychoactive substances for the UK Defence Science Technology Labs and is a member of the Advisory Council on the Misuse of Drugs (UK). He was Head of School of Pharmacy & Biomedical Sciences at the University of Central Lancashire from 2017-2023.
Cathryn Brown is a pharmacist and a member of the Royal Pharmaceutical Society. She is currently a member of the Labour party, and regularly donates to Sense about Science.
In 1764, Horace Walpole published the first gothic novel, The Castle of Otranto, set in a labyrinthine castle surrounded by woods. The novel features the supernatural, with a dark secret from the past at its core. Today, 260 years later, gothic is still with us in the form of “contemporary gothic”plays, fiction, films, music and computer games.
Central to the popularity of gothic is the way it affects its audiences. It is supposed to unsettle, to make the flesh creep and provoke feelings of claustrophobia. Soundtracks for gothic films are integral to creating such effects, building suspense and unease while amplifying the visceral impact of sudden jump scares.
Alejandro Amenábar’s soundtrack for The Others (2001), for example, weirds its listeners out. The hollow but reverberant timbre of brushed piano strings evokes the spaces of the house, conjuring up the old-fashioned alienness of the place. Action, set and music sympathetically resonate.
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The soundtrack for The Substance (2024) shrieks with the strings and sudden dissonances of The Nightmare and Dawn (taken from Bernard Herrmann’s score for Hitchcock’s 1958 masterpiece, Vertigo). Then, it deepens the sense of disquiet with the sinister incantations and medieval-sounding harmonies of Swedish composer Anna von Hausswolff‘s Ugly and Vengeful.
Both soundtracks impressively succeed in doing what we expect gothic music to do: provoke unease, create suspense and drive home the horror elements.
But has the music of the gothic always been called upon to unsettle and scare? Has it always sounded so, well, gothic? These are questions I explore in my new book The Music of the Gothic 1789–1820.
Over the last few years, I’ve been rummaging through archives in London, Oxford and Dublin searching for settings of songs from novels and music associated with gothic plays such as The Mysteries of the Castle (1795). I uncovered many treasures, some of which probably haven’t been performed for a couple of centuries.
Thanks to a grant from the British Academy and the Leverhulme Trust, I was able to bring some of this music to audiences once more with the help of a group of wonderful musicians, headed by Seb Gillot, who performed the tracks you can hear in this article. You can see them performing live below.
The gothic novels and plays of the 1790s were populated by sweet-singing heroines and heroes. Among the music I encountered was a song by the composer and singer Harriet Abrams (c. 1758-1821), in which a woman imprisoned in a madhouse sweetly pleads with her cold-hearted jailer.
I also found music for gothic plays by the Northumbrian William Shield (1748-1829) and the Irish tenor Michael Kelly (1762-1826), who wrote songs about jolly mariners , comic poachers_ and young peasant girls on their way back from market.
None of this material sounded remotely what we would now describe as gothic. Even the music accompanying the entrance of a blood-covered ghost in The Castle Spectre (1798) was warm and stately – and singularly unterrifying.
I realised that none of the music from the 1790s – a period when gothic was phenomenally popular – was intended to scare. On the contrary, it was called upon to provide relief from the scare. In late 18th-century gothic plays such as The Italian Monk (1797), music was associated with romance, comedy and sublime religious experience, but not horror or terror.
At what point then did the kind of gothic music we know today come into being? The evidence can be found in books such as Remick Folio of Moving Picture Music (1914) which contains music for silent film accompanists. With names like Mysterioso, or Forboding and Wind Storm, or Hurry, they were evidently designed for scenes of suspense and mystery.
Such music is indebted to the music of Victorian melodrama, but what I wanted to know was when melodrama acquired its distinctive gothic sounds.
Digging into the past of gothic
Very often in research you discover that things happen gradually. There is trial and experiment, a series of influences, a slow accumulation of examples, and then a tipping point. But when it comes to gothic music, that is not the case. There is a definite date when a specific kind of music erupted onto the entertainment scene. The date was 1802, and the occasion a new dramatic production – a “melo-drame” or musical drama called A Tale of Mystery with music by Thomas Busby.
Busby’s music was conceptualised very differently to the music of the 1790s. For a start it was intended to add to, not to provide relief from, the gothic elements of the play.
Most crucially, it was not part of the imagined world of the drama. The fictional characters did not sing it – they did not even “hear” it: Busby’s music was directed at the audience. Instrumental music calculated to disturb, it was chaotic and unnerving, with lots of fast, disjointed short phrases, disturbing chords and cliffhanger endings.
Instantly recognised as new and revolutionary, it caused a sensation. After audiences had a taste of the new gothic in A Tale of Mystery, music on the page and on the stage soon became something darker and more troubling.
The older kind of music didn’t disappear overnight, of course, but melodrama took hold and the music of gothic was transformed. Not just on stage but also on the page. Gothic music was no longer uplifting but sinister.
As seen in The Woman in Black (2012), there’s nothing like a music box in a deserted house to terrify audiences. And who doesn’t thrill to the sound of the diabolically thundering organ in Andrew Lloyd Webber’s Phantom of the Opera?
Emma McEvoy received a research grant from the British Academy and Leverhulme Trust for the project “The Music of Gothic Literature and Theatre 1790-1820”.
Source: State University of Management – Official website of the State –
On January 28, a meeting of the Academic Council was held at the State University of Management.
The meeting traditionally began with a congratulatory part. Rector of the State University of Management Vladimir Stroyev presented the medal of the Ministry of Science and Higher Education of the Russian Federation “For impeccable work and distinction” to Associate Professor of the Department of Management in International Business and Tourism Industry Elena Frolova, honorary certificates of the Ministry of Education and Science “For significant merits in the field of education, scientific activity and conscientious work” to Associate Professor of the Department of Advertising and Public Relations Galina Dovzhik and Senior Lecturer of the Department of Project Management Artem Geokchakyan.
The rector also presented a first-degree diploma of the international startup competition “Business Generation 2024” to 3rd-year students of the Institute of Economics and Finance Victoria Kostikova and Yulia Popova and their consultant, professor of the Department of Theory and Organization of Management at the State University of Management Nadezhda Psareva.
In addition, Vladimir Stroyev presented a Letter of Gratitude from the IEF for providing humanitarian aid in the conditions of the SVO, after which he congratulated the birthday people of the month.
Director of the Institute of Marketing Gennady Azoev made a report on the activities of the Institute of Marketing in 2024 and on development prospects for 2025.
“We exceeded the recruitment plan for the 2024 admission campaign, in 2025 it will be a bit more difficult, since both the control figures and the cost of education are higher, but still more profitable than competitors. This year we will participate in the network program “Development and Marketing of Digital Products” together with the Mari State University. I would also like to note the high interest of foreign students in the tournaments and competitions for bachelors and masters held by the institute, it is worth expanding this area,” shared Gennady Azoev.
Also, at his suggestion, a new educational program, “International Marketing and Brand Management,” taught in English, was approved.
Vice-Rector Pavel Pavlovsky spoke about the successes of work in the field of educational activities and proposed opening a Center for the implementation of projects in the social and humanitarian profile at the State University of Management.
“We closely cooperate with centers engaged in the development of key traditional values and ways of communicating them to young people. One of them is the Digoria Center. The Ministry of Education and Science proposes to place part of this project on the territory of the State University of Management. Our university has long had the right to be called the ideological center of the state agenda, let me remind you that all the heads of Rosmolodezh are connected with the State University of Management in one way or another. Today, the issues of educating the younger generation and interacting with young people are extremely important for the country, and we can help in this direction,” concluded Pavel Vladimirovich.
The Academic Council also considered issues of assigning recommendation stamps to educational publications, assigning employees to departments to prepare candidate dissertations, approving the Russian language as the language of education at the university, and other working issues.
At the end of the meeting, Vladimir Stroyev recalled the start of work within the framework of the 2025 admissions campaign.
“A new admission campaign has begun and everyone needs to actively participate. The work is not easy every year, the number of applicants will increase and we need to prepare properly so that as many children as possible come to GUU. To strengthen this work, we have created an entire operational headquarters that will make decisions collectively. I am personally present there and have already seen that it was not created in vain, since there are moments that require coordinated actions and systematic work that we can improve,” the GUU rector concluded.
Subscribe to the TG channel “Our GUU” Date of publication: 01/29/2025
Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.
Headline: W&T Offshore Announces Closing of $350 Million Senior Second Lien Notes Offering And Additional Strengthening of Balance Sheet
HOUSTON, Jan. 29, 2025 (GLOBE NEWSWIRE) — W&T Offshore, Inc. (NYSE: WTI) (“W&T Offshore” or the “Company”) today announced the closing, on January 28, 2025, of its previously announced offering of $350 million in aggregate principal amount of 10.750% Senior Second Lien Notes due 2029 (the “Notes”) at par in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and receipt of proceeds from a previously-announced insurance settlement. In conjunction with the issuance of the Notes, the Company entered into a credit agreement with certain lenders and other parties which provides the Company a revolving credit facility of $50 million.
Closed $350 million of Notes;
Lowered the interest rate from the previous 11.750% Senior Second Lien Notes due 2026 (the “2026 Senior Second Lien Notes”) by one hundred basis points;
Repaid $114.2 million outstanding under the term loan provided by Munich Re Risk Financing, Inc., as lender (the “MRE Term Loan”);
Entered into a new credit agreement for a $50 million revolving credit facility through July 2028 that is undrawn and replaces the previous credit facility provided by Calculus Lending, LLC; and
Received in cash $58.2 million of the previously announced $58.5 million insurance settlement related to the Mobile Bay 78-1 well, with the remainder expected shortly, which further bolsters W&T’s balance sheet.
Tracy W. Krohn, Chairman and Chief Executive Officer, commented, “We have begun 2025 with several positive events that improve W&T’s financial position. Over the past month, we have strengthened the balance sheet by closing the new senior second lien notes offering, entering into a new revolving credit facility and collecting our insurance settlement. I would like to thank our banks for running such a smooth process. The new senior second lien notes, which received improved credit ratings from S&P and Moody’s, had a broad distribution. This included international investors and was significantly oversubscribed, further demonstrating the investment community’s confidence in W&T’s underlying asset base. We are likewise pleased to now have access to the bank revolver market again. With pathways in place to bring additional fields back online and our successful actions to enhance our balance sheet, we are well-positioned for success moving forward.”
The Company has used a portion of the proceeds from the Notes offering, along with cash on hand to, (i) purchase for cash pursuant to a tender offer, such of the Company’s outstanding 2026 Senior Second Lien Notes that were validly tendered pursuant to the terms thereof (the “Tender Offer”), (ii) repay outstanding amounts under the MRE Term Loan, (iii) fund the full redemption amount for an August 1, 2025 redemption of the remaining 2026 Senior Second Lien Notes not validly tendered and accepted for purchase in the Tender Offer and (iv) pay premiums, fees and expenses related to the offering of Notes, the Tender Offer, the redemption of the remaining 2026 Senior Second Lien Notes, the satisfaction and discharge of the indenture governing the 2026 Senior Second Lien Notes and the repayment of the MRE Term Loan. On the closing date of the offering of the Notes, the Company completed all actions necessary to satisfy and discharge the indenture governing the 2026 Senior Second Lien Notes.
On January 28, 2025, in conjunction with the issuance of the Notes, the Company entered into a credit agreement (the “Credit Agreement”), by and among the Company, as borrower, Texas Capital Bank, as Administrative Agent, lender and L/C Issuer, TCBI Securities, Inc., doing business as Texas Capital Securities, as Lead Arranger and Bookrunner, the other lenders named therein and other parties thereto which provides the Company a revolving credit and letter of credit facility (the “Credit Facility”), with initial lending commitments of $50 million with a letter of credit sublimit of $10 million. The Credit Facility matures on July 28, 2028.
The Credit Facility is guaranteed by each of the Company’s wholly owned direct and indirect subsidiaries (the “Guarantors”) and is secured by a first-priority lien on substantially all of the natural gas and oil properties and personal property assets of the Company and the Guarantors, other than the Company’s membership interest in its Unrestricted Subsidiaries (as defined in the Credit Agreement) and minority ownership in certain joint venture entities. Certain future-formed or acquired majority-owned domestic subsidiaries of the Company may also be required to guarantee the Credit Facility and grant a security interest in substantially all of their natural gas and oil properties and personal property assets to secure the obligations under the Credit Facility.
This press release is being issued for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell the 2026 Senior Second Lien Notes, and it does not constitute a notice of redemption of the 2026 Senior Second Lien Notes.
The Notes and the related guarantees have not been and will not be registered under the Securities Act or any other securities laws, and the Notes and the related guarantees may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. The Notes and the related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in the United States under Rule 144A and to non-U.S. investors outside the United States pursuant to Regulation S.
This press release is being issued for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a sale of the Notes, the related guarantees, or any other securities, nor does it constitute an offer to sell, a solicitation of an offer to buy or a sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
ABOUT W&T OFFSHORE
W&T Offshore, Inc. is an independent oil and natural gas producer with operations offshore in the Gulf of Mexico and has grown through acquisitions, exploration and development. As of September 30, 2024, the Company had working interests in 53 fields in federal and state waters (which include 46 fields in federal waters and 7 in state waters). The Company has under lease approximately 673,100 gross acres (515,400 net acres) spanning across the outer continental shelf off the coasts of Louisiana, Texas, Mississippi and Alabama, with approximately 514,000 gross acres on the conventional shelf, approximately 153,500 gross acres in the deepwater and 5,600 gross acres in Alabama state waters. A majority of the Company’s daily production is derived from wells it operates.
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this release regarding the Company’s financial position, operating and financial performance, and potential to return fields back to production are forward-looking statements. When used in this release, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “continue,” “anticipate,” “target,” “could,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes, although not all forward-looking statements contain such identifying words. Items contemplating or making assumptions about actual or potential future production and sales, prices, market size, and trends or operating results also constitute such forward-looking statements.
These forward-looking statements are based on the Company’s current expectations and assumptions about future events and speak only as of the date of this release. While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, as results actually achieved may differ materially from expected results described in these statements. The Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements, unless required by law.
Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially including, among other things, the regulatory environment, including availability or timing of, and conditions imposed on, obtaining and/or maintaining permits and approvals, including those necessary for drilling and/or development projects; the impact of current, pending and/or future laws and regulations, and of legislative and regulatory changes and other government activities, including those related to permitting, drilling, completion, well stimulation, operation, maintenance or abandonment of wells or facilities, managing energy, water, land, greenhouse gases or other emissions, protection of health, safety and the environment, or transportation, marketing and sale of the Company’s products; inflation levels; global economic trends, geopolitical risks and general economic and industry conditions, such as the global supply chain disruptions and the government interventions into the financial markets and economy in response to inflation levels and world health events; volatility of oil, NGL and natural gas prices; the global energy future, including the factors and trends that are expected to shape it, such as concerns about climate change and other air quality issues, the transition to a low-emission economy and the expected role of different energy sources; supply of and demand for oil, natural gas and NGLs, including due to the actions of foreign producers, importantly including OPEC and other major oil producing companies (“OPEC+”) and change in OPEC+’s production levels; disruptions to, capacity constraints in, or other limitations on the pipeline systems that deliver the Company’s oil and natural gas and other processing and transportation considerations; inability to generate sufficient cash flow from operations or to obtain adequate financing to fund capital expenditures, meet the Company’s working capital requirements or fund planned investments; price fluctuations and availability of natural gas and electricity; the Company’s ability to use derivative instruments to manage commodity price risk; the Company’s ability to meet the Company’s planned drilling schedule, including due to the Company’s ability to obtain permits on a timely basis or at all, and to successfully drill wells that produce oil and natural gas in commercially viable quantities; uncertainties associated with estimating proved reserves and related future cash flows; the Company’s ability to replace the Company’s reserves through exploration and development activities; drilling and production results, lower–than–expected production, reserves or resources from development projects or higher–than–expected decline rates; the Company’s ability to obtain timely and available drilling and completion equipment and crew availability and access to necessary resources for drilling, completing and operating wells; changes in tax laws; effects of competition; uncertainties and liabilities associated with acquired and divested assets; the Company’s ability to make acquisitions and successfully integrate any acquired businesses; asset impairments from commodity price declines; large or multiple customer defaults on contractual obligations, including defaults resulting from actual or potential insolvencies; geographical concentration of the Company’s operations; the creditworthiness and performance of the Company’s counterparties with respect to its hedges; impact of derivatives legislation affecting the Company’s ability to hedge; failure of risk management and ineffectiveness of internal controls; catastrophic events, including tropical storms, hurricanes, earthquakes, pandemics and other world health events; environmental risks and liabilities under U.S. federal, state, tribal and local laws and regulations (including remedial actions); potential liability resulting from pending or future litigation; the Company’s ability to recruit and/or retain key members of the Company’s senior management and key technical employees; information technology failures or cyberattacks; and governmental actions and political conditions, as well as the actions by other third parties that are beyond the Company’s control, and other factors discussed in W&T Offshore’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q found at www.sec.gov or at the Company’s website at www.wtoffshore.com under the Investor Relations section.
CHICAGO and MILWAUKEE and NEW YORK, Jan. 29, 2025 (GLOBE NEWSWIRE) — YieldMax™ today announced distributions for the YieldMax™ Weekly Payers and Group B ETFs listed in the table below.
ETF Ticker1
ETF Name
Reference Asset
Distribution per Share
Distribution Frequency
Ex-Date & R ecord Date
Payment Date
GPTY*
YieldMax™ AI & Tech Portfolio Option Income ETF
Multiple
–
Weekly
–
–
LFGY
YieldMax™ Crypto Industry & Tech Portfolio Income ETF
Multiple
$0.6294
Weekly
1/30/2025
1/31/2025
YMAX
YieldMax™ Universe Fund of Option Income ETFs
Multiple
$0.1469
Weekly
1/30/2025
1/31/2025
YMAG
YieldMax™ Magnificent 7 Fund of Option Income ETFs
Multiple
$0.1898
Weekly
1/30/2025
1/31/2025
NVDY
YieldMax™ NVDA Option Income Strategy ETF
NVDA
$0.8294
Every 4 Weeks
1/30/2025
1/31/2025
DIPS
YieldMax™ Short NVDA Option Income Strategy ETF
NVDA
$0.5026
Every 4 Weeks
1/30/2025
1/31/2025
FBY
YieldMax™ META Option Income Strategy ETF
META
$0.6390
Every 4 Weeks
1/30/2025
1/31/2025
GDXY
YieldMax™ Gold Miners Option Income Strategy ETF
GDX®
$0.5937
Every 4 Weeks
1/30/2025
1/31/2025
BABO
YieldMax™ BABA Option Income Strategy ETF
BABA
$0.4693
Every 4 Weeks
1/30/2025
1/31/2025
JPMO
YieldMax™ JPM Option Income Strategy ETF
JPM
$0.6929
Every 4 Weeks
1/30/2025
1/31/2025
MRNY
YieldMax™ MRNA O ption Income Strategy ETF
MRNA
$0.2730
Every 4 Weeks
1/30/2025
1/31/2025
PLTY
YieldMax™ PLTR Option Income Strategy ETF
PLTR
$2.9826
Every 4 Weeks
1/30/2025
1/31/2025
MARO
YieldMax™ MARA Option Income Strategy ETF
MARA
$2.1002
Every 4 Weeks
1/30/2025
1/31/2025
Weekly Payers & Group C ETFs scheduled for next week: GPTY LFGY YMAX YMAG CONY FIAT MSFO AMDY NFLY ABNY PYPY ULTY
Note: DIPS, FIAT,CRSH and YQQQ are hereinafter referred to as the “Short ETFs.”
You are not guaranteed a distribution under the ETFs. Distributions for the ETFs (if any) are variable and may vary significantly from period to period and may be zero.
Investors in the Funds will not have rights to receive dividends or other distributions with respect to the underlying reference asset(s).
*The inception date for GPTY is January 22, 2025.
1
Each ETF’sstrategy(exceptthose of the Short ETFs)will cap potential gainsifitsreferenceasset’sshares increase in value,yet subjects an investorto all potential losses ifthe reference asset’sshares decrease in value. Such potential lossesmay not be offset by income received by theETF.EachShort ETF’sstrategywill cap potential gainsifitsreference assetdecreasesinvalue,yetsubjects an investorto all potential losses ifthe reference assetincreasesin value. Such potential lossesmay not be offset by income received by theETF.
Each Fund has a limited operating history and while each Fund’s objective is to provide current income, there is no guarantee the Fund will make a distribution. Distributions are likely to vary greatly in amount.
Important Information
Investors should consider the investment objectives, risks, charges and expenses carefully before investing. For a prospectus or summary prospectus with this and other information about each Fund, visit our website atwww.YieldMaxETFs.com. Read the prospectus or summary prospectus carefully before investing.
There is no guarantee that any Fund’s investment strategy will be properly implemented, and an investor may lose some or all of its investment in any such Fund.
Tidal Financial Group is the adviser for all YieldMax™ ETFs.
THE FUND, TRUST, AND ADVISER ARE NOT AFFILIATED WITH ANY UNDERLYING REFERENCE ASSET.
Risk Disclosures (applicable to all YieldMax ETFs referenced above,exceptthe Short ETFs)
YMAX, YMAG, FEAT and FIVY generally invest in other YieldMax™ ETFs. As such, these two Funds are subject to the risks listed in this section, which apply to all the YieldMax™ ETFs they may hold from time to time.
Investing involves risk. Principal loss is possible.
Call Writing Strategy Risk. The path dependency (i.e., the continued use) of the Fund’s call writing strategy will impact the extent that the Fund participates in the positive price returns of the underlying reference asset and, in turn, the Fund’s returns, both during the term of the sold call options and over longer periods.
Counterparty Risk. The Fund is subject to counterparty risk by virtue of its investments in options contracts. Transactions in some types of derivatives, including options, are required to be centrally cleared (“cleared derivatives”). In a transaction involving cleared derivatives, the Fund’s counterparty is a clearing house rather than a bank or broker. Since the Fund is not a member of clearing houses and only members of a clearing house (“clearing members”) can participate directly in the clearing house, the Fund will hold cleared derivatives through accounts at clearing members.
Derivatives Risk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest rates or indexes. The Fund’s investments in derivatives may pose risks in addition to, and greater than, those associated with directly investing in securities or other ordinary investments, including risk related to the market, imperfect correlation with underlying investments or the Fund’s other portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and legal restrictions.
Options Contracts. The use of options contracts involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. The prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, including the anticipated volatility, which are affected by fiscal and monetary policies and by national and international political, changes in the actual or implied volatility or the reference asset, the time remaining until the expiration of the option contract and economic events.
Distribution Risk. As part of the Fund’s investment objective, the Fund seeks to provide current income. There is no assurance that the Fund will make a distribution in any given period. If the Fund does make distributions, the amounts of such distributions will likely vary greatly from one distribution to the next.
High Portfolio Turnover Risk. The Fund may actively and frequently trade all or a significant portion of the Fund’s holdings. A high portfolio turnover rate increases transaction costs, which may increase the Fund’s expenses.
Liquidity Risk. Some securities held by the Fund, including options contracts, may be difficult to sell or be illiquid, particularly during times of market turmoil.
Non-Diversification Risk. Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund.
New Fund Risk. The Fund is a recently organized management investment company with no operating history. As a result, prospective investors do not have a track record or history on which to base their investment decisions.
Price Participation Risk. The Fund employs an investment strategy that includes the sale of call option contracts, which limits the degree to which the Fund will participate in increases in value experienced by the underlying reference asset over the Call Period.
Single Issuer Risk. Issuer-specific attributes may cause an investment in the Fund to be more volatile than a traditional pooled investment which diversifies risk or the market generally. The value of the Fund, which focuses on an individual security (ARKK, TSLA, AAPL, NVDA, AMZN, META, GOOGL, NFLX, COIN, MSFT, DIS, XOM, JPM, AMD, PYPL, SQ, MRNA, AI, MSTR, Bitcoin ETP, GDX®, SNOW, ABNB, BABA, TSM, SMCI, PLTR, MARA), may be more volatile than a traditional pooled investment or the market as a whole and may perform differently from the value of a traditional pooled investment or the market as a whole.
Inflation Risk. Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the present value of the Fund’s assets and distributions, if any, may decline.
Risk Disclosures (applicableonlyto GPTY)
Artificial Intelligence Risk. Issuers engaged in artificial intelligence typically have high research and capital expenditures and, as a result, their profitability can vary widely, if they are profitable at all. The space in which they are engaged is highly competitive and issuers’ products and services may become obsolete very quickly. These companies are heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights. The issuers are also subject to legal, regulatory and political changes that may have a large impact on their profitability. A failure in an issuer’s product or even questions about the safety of the product could be devastating to the issuer, especially if it is the marquee product of the issuer. It can be difficult to accurately capture what qualifies as an artificial intelligence company.
Technology Sector Risk. The Fund will invest substantially in companies in the information technology sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. Market or economic factors impacting technology companies, and companies that rely heavily on technological advances could have a significant effect on the value of the Fund’s investments. The value of stocks of information technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of information technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Information technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability.
Risk Disclosure (applicableonlyto MARO)
Digital Assets Risk: The Fund does not invest directly in Bitcoin or any other digital assets. The Fund does not invest directly in derivatives that track the performance of Bitcoin or any other digital assets. The Fund does not invest in or seek direct exposure to the current “spot” or cash price of Bitcoin. Investors seeking direct exposure to the price of Bitcoin should consider an investment other than the Fund. Digital assets like Bitcoin, designed as mediums of exchange, are still an emerging asset class. They operate independently of any central authority or government backing and are subject to regulatory changes and extreme price volatility.
Risk Disclosures (applicableonlyto BABO and TSMY)
Currency Risk: Indirect exposure to foreign currencies subjects the Fund to the risk that currencies will decline in value relative to the U.S. dollar. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates and the imposition of currency controls or other political developments in the U.S. or abroad.
Depositary Receipts Risk: The securities underlying BABO and TSMY are American Depositary Receipts (“ADRs”). Investment in ADRs may be less liquid than the underlying shares in their primary trading market.
Foreign Market and Trading Risk: The trading markets for many foreign securities are not as active as U.S. markets and may have less governmental regulation and oversight.
Foreign Securities Risk: Investments in securities of non-U.S. issuers involve certain risks that may not be present with investments in securities of U.S. issuers, such as risk of loss due to foreign currency fluctuations or to political or economic instability, as well as varying regulatory requirements applicable to investments in non-U.S. issuers. There may be less information publicly available about a non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may also be subject to different regulatory, accounting, auditing, financial reporting and investor protection standards than U.S. issuers.
Risk Disclosures (applicableonlyto GDXY)
Risk of Investing in Foreign Securities. The Fund is exposed indirectly to the securities of foreign issuers selected by GDX®’s investment adviser, which subjects the Fund to the risks associated with such companies. Investments in the securities of foreign issuers involve risks beyond those associated with investments in U.S. securities.
Risk of Investing in Gold and Silver Mining Companies. The Fund is exposed indirectly to gold and silver mining companies selected by GDX®’s investment adviser, which subjects the Fund to the risks associated with such companies.
The Fund invests in options contracts based on the value of the VanEck Gold Miners ETF (GDX®), which subjects the Fund to some of the same risks as if it owned GDX®, as well as the risks associated with Canadian, Australian and Emerging Market Issuers, and Small-and Medium-Capitalization companies.
Risk Disclosures (applicableonlyto YBIT)
YBIT does not invest directly in Bitcoin or any other digital assets. YBIT does not invest directly in derivatives that track the performance of Bitcoin or any other digital assets. YBIT does not invest in or seek direct exposure to the current “spot” or cash price of Bitcoin. Investors seeking direct exposure to the price of Bitcoin should consider an investment other than YBIT.
Bitcoin Investment Risk: The Fund’s indirect investment in Bitcoin, through holdings in one or more Underlying ETPs, exposes it to the unique risks of this emerging innovation. Bitcoin’s price is highly volatile, and its market is influenced by the changing Bitcoin network, fluctuating acceptance levels, and unpredictable usage trends.
Digital Assets Risk: Digital assets like Bitcoin, designed as mediums of exchange, are still an emerging asset class. They operate independently of any central authority or government backing and are subject to regulatory changes and extreme price volatility. Potentially No 1940 Act Protections. As of the date of this Prospectus, there is only a single eligible Underlying ETP, and it is an investment company subject to the 1940 Act.
BitcoinETP Risk: The Fund invests in options contracts that are based on the value of the Bitcoin ETP. This subjects the Fund to certain of the same risks as if it owned shares of the Bitcoin ETP, even though it does not. Bitcoin ETPs are subject, but not limited, to significant risk and heightened volatility. An investor in a Bitcoin ETP may lose their entire investment. Bitcoin ETPs are not suitable for all investors. In addition, not all Bitcoin ETPs are registered under the Investment Company Act of 1940. Those Bitcoin ETPs that are not registered under such statute are therefore not subject to the same regulations as exchange traded products that are so registered.
Risk Disclosures (applicableonlyto the Short ETFs)
Investing involves risk. Principal loss is possible.
Price Appreciation Risk. As part of the Fund’s synthetic covered put strategy, the Fund purchases and sells call and put option contracts that are based on the value of the underlying reference asset. This strategy subjects the Fund to certain of the same risks as if it shorted the underlying reference asset, even though it does not. By virtue of the Fund’s indirect inverse exposure to changes in the value of the underlying reference asset, the Fund is subject to the risk that the value of the underlying reference asset increases. If the value of the underlying reference asset increases, the Fund will likely lose value and, as a result, the Fund may suffer significant losses.
Put Writing Strategy Risk. The path dependency (i.e., the continued use) of the Fund’s put writing (selling) strategy will impact the extent that the Fund participates in decreases in the value of the underlying reference asset and, in turn, the Fund’s returns, both during the term of the sold put options and over longer periods.
Purchased OTM Call Options Risk. The Fund’s strategy is subject to potential losses if the underlying reference asset increases in value, which may not be offset by the purchase of out-of-the-money (OTM) call options. The Fund purchases OTM calls to seek to manage (cap) the Fund’s potential losses from the Fund’s short exposure to the underlying reference asset if it appreciates significantly in value. However, the OTM call options will cap the Fund’s losses only to the extent that the value of the underlying reference asset increases to a level that is at or above the strike level of the purchased OTM call options. Any increase in the value of the underlying reference asset to a level that is below the strike level of the purchased OTM call options will result in a corresponding loss for the Fund. For example, if the OTM call options have a strike level that is approximately 100% above the then-current value of the underlying reference asset at the time of the call option purchase, and the value of the underlying reference asset increases by at least 100% during the term of the purchased OTM call options, the Fund will lose all its value. Since the Fund bears the costs of purchasing the OTM calls, such costs will decrease the Fund’s value and/or any income otherwise generated by the Fund’s investment strategy.
Counterparty Risk. The Fund is subject to counterparty risk by virtue of its investments in options contracts. Transactions in some types of derivatives, including options, are required to be centrally cleared (“cleared derivatives”). In a transaction involving cleared derivatives, the Fund’s counterparty is a clearing house rather than a bank or broker. Since the Fund is not a member of clearing houses and only members of a clearing house (“clearing members”) can participate directly in the clearing house, the Fund will hold cleared derivatives through accounts at clearing members.
Derivatives Risk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest rates or indexes. The Fund’s investments in derivatives may pose risks in addition to, and greater than, those associated with directly investing in securities or other ordinary investments, including risk related to the market, imperfect correlation with underlying investments or the Fund’s other portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and legal restrictions.
Options Contracts. The use of options contracts involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. The prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying reference asset, including the anticipated volatility, which are affected by fiscal and monetary policies and by national and international political changes in the actual or implied volatility or the reference asset, the time remaining until the expiration of the option contract and economic events.
Distribution Risk. As part of the Fund’s investment objective, the Fund seeks to provide current income. There is no assurance that the Fund will make a distribution in any given period. If the Fund does make distributions, the amounts of such distributions will likely vary greatly from one distribution to the next.
High Portfolio Turnover Risk. The Fund may actively and frequently trade all or a significant portion of the Fund’s holdings.
Liquidity Risk. Some securities held by the Fund, including options contracts, may be difficult to sell or be illiquid, particularly during times of market turmoil.
Non-Diversification Risk. Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund.
New Fund Risk. The Fund is a recently organized management investment company with no operating history. As a result, prospective investors do not have a track record or history on which to base their investment decisions.
Price Participation Risk. The Fund employs an investment strategy that includes the sale of put option contracts, which limits the degree to which the Fund will participate in decreases in value experienced by the underlying reference asset over the Put Period.
Single Issuer Risk. Issuer-specific attributes may cause an investment in the Fund to be more volatile than a traditional pooled investment which diversifies risk or the market generally. The value of the Fund, for any Fund that focuses on an individual security (e.g., TSLA, COIN, NVDA), may be more volatile than a traditional pooled investment or the market as a whole and may perform differently from the value of a traditional pooled investment or the market as a whole.
Inflation Risk. Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the present value of the Fund’s assets and distributions, if any, may decline.
Risk Disclosures (applicableonlyto YQQQ)
Index Overview. The Nasdaq 100 Index is a benchmark index that includes 100 of the largest non-financial companies listed on the Nasdaq Stock Market, based on market capitalization.
Index Level Appreciation Risk. As part of the Fund’s synthetic covered put strategy, the Fund purchases and sells call and put option contracts that are based on the Index level. This strategy subjects the Fund to certain of the same risks as if it shorted the Index, even though it does not. By virtue of the Fund’s indirect inverse exposure to changes in the Index level, the Fund is subject to the risk that the Index level increases. If the Index level increases, the Fund will likely lose value and, as a result, the Fund may suffer significant losses. The Fund may also be subject to the following risks: innovation and technological advancement; strong market presence of Index constituent companies; adaptability to global market trends; and resilience and recovery potential.
Index Level Participation Risk. The Fund employs an investment strategy that includes the sale of put option contracts, which limits the degree to which the Fund will benefit from decreases in the Index level experienced over the Put Period. This means that if the Index level experiences a decrease in value below the strike level of the sold put options during a Put Period, the Fund will likely not experience that increase to the same extent and any Fund gains may significantly differ from the level of the Index losses over the Put Period. Additionally, because the Fund is limited in the degree to which it will participate in decreases in value experienced by the Index level over each Put Period, but has significant negative exposure to any increases in value experienced by the Index level over the Put Period, the NAV of the Fund may decrease over any given period. The Fund’s NAV is dependent on the value of each options portfolio, which is based principally upon the inverse of the performance of the Index level. The Fund’s ability to benefit from the Index level decreases will depend on prevailing market conditions, especially market volatility, at the time the Fund enters into the sold put option contracts and will vary from Put Period to Put Period. The value of the options contracts is affected by changes in the value and dividend rates of component companies that comprise the Index, changes in interest rates, changes in the actual or perceived volatility of the Index and the remaining time to the options’ expiration, as well as trading conditions in the options market. As the Index level changes and time moves towards the expiration of each Put Period, the value of the options contracts, and therefore the Fund’s NAV, will change. However, it is not expected for the Fund’s NAV to directly inversely correlate on a day-to-day basis with the returns of the Index level. The amount of time remaining until the options contract’s expiration date affects the impact that the value of the options contracts has on the Fund’s NAV, which may not be in full effect until the expiration date of the Fund’s options contracts. Therefore, while changes in the Index level will result in changes to the Fund’s NAV, the Fund generally anticipates that the rate of change in the Fund’s NAV will be different than the inverse of the changes experienced by the Index level.
YieldMax™ ETFs are distributed by Foreside Fund Services, LLC. Foreside is not affiliated with Tidal Financial Group, YieldMax™ ETFs.
NEW YORK, Jan. 29, 2025 (GLOBE NEWSWIRE) — Nasdaq, Inc. (Nasdaq: NDAQ) today reported financial results for the fourth quarter and full year of 2024
2024 net revenues1 were $4.6 billion, or $4.7billion on a non-GAAP basis2, an increase of 19% over 2023, or up 9% on an adjusted3 basis. This included Solutions4 revenue increasing 25%, or up 10% on an adjusted basis.
Fourth quarter 2024 net revenue was $1.2 billion, an increase of 10% over the fourth quarter of 2023. This included Solutions revenue increasing 10%, or up 9% on an adjusted basis.
Annualized Recurring Revenue (ARR)5 of $2.8 billion increased 7% over the fourth quarter of 2023. Annualized SaaS revenues increased 14% and represented 37% of ARR.
Financial Technology revenue of $438 million increased 10% over the fourth quarter of 2023, or up 7% on an adjusted basis.
Index revenue of $188 million grew 29%, with $80 billion of net inflows over the trailing twelve months and $28 billion in the fourth quarter.
GAAP diluted earnings per share fell 7% in 2024 and grew 72% in the fourth quarter of 2024. Non-GAAP diluted earnings per share was flat in 2024 and grew 5% in the fourth quarter of 2024, or grew 11% and 10% on organic6 basis, respectively.
In the fourth quarter of 2024, the company returned $138 million to shareholders through dividends. The company also repurchased $181 million of senior unsecured notes in the fourth quarter of 2024.
Fourth Quarter and Full Year 2024 Highlights
(US$ millions, except per share, % changes YoY)
4Q24
Change %
Adjusted change3%
Organic change %
2024
Change %
Adjusted change3%
Organic change %
GAAP Solutions revenue
$949
10%
$3,593
25%
Non-GAAP Solutions revenue
$949
10%
9%
9%
$3,627
26%
10%
10%
Market Services net revenue
$268
8%
12%
8%
$1,020
3%
4%
3%
GAAP net revenue
$1,227
10%
$4,649
19%
Non-GAAP net revenue
$1,227
10%
10%
9%
$4,683
20%
9%
8%
GAAP operating income
$517
47%
$1,798
14%
Non-GAAP operating income
$671
10%
13%
12%
$2,521
22%
11%
9%
ARR
$2,768
7%
7%
7%
$2,768
7%
7%
7%
GAAP diluted EPS
$0.61
72%
$1.93
(7)%
Non-GAAP diluted EPS
$0.76
5%
10%
$2.82
0%
11%
Adena Friedman, Chair and CEO said, “2024 was a transformative year for Nasdaq. With the integration of AxiomSL and Calypso largely complete, we’ve made substantial progress as a scalable platform company. We are executing well across our strategic priorities, including driving cross-sell opportunities, innovating across our solutions, and expanding client relationships with our One Nasdaq strategy.
Looking to 2025, we are well positioned to provide more value to our clients while driving profitable and durable growth as the trusted fabric of the world’s financial system.”
Sarah Youngwood, Executive Vice President and CFO said, “After setting ambitious targets, Nasdaq delivered strong revenue growth and profitability across 2024 and is tracking ahead of schedule against our deleveraging and cost synergy targets.
Our achievements this year reflect our team’s relentless focus on our clients and our ability to deliver outsized, long-term growth within our large and expanding market opportunity.”
FINANCIAL REVIEW
2024 net revenue was $4,649 million, reflecting 19% growth versus the prior year period while non-GAAP net revenue was $4,683 million. Adjusted net revenue growth was 9%.
Fourth quarter 2024 net revenue was $1,227 million, reflecting 10% growth versus the prior year period. Adjusted net revenue growth was also 10%.
Solutions revenue was $949 million in the fourth quarter of 2024, up 10% versus the prior year period, or up 9% on an adjusted basis, reflecting strong growth from Index and Financial Technology.
ARR grew 7% year over year in the fourth quarter of 2024 with 11% ARR growth for Financial Technology, or 12% on an organic basis, and 3% ARR growth for Capital Access Platforms.
Market Services net revenue was $268 million in the fourth quarter of 2024, up 8% versus the prior year period, or 12% growth on an adjusted basis. The increase was primarily driven by a $15 million increase in U.S. equity derivatives and a $14 million increase in U.S. cash equities, partly offset by a $4 million decrease in U.S. tape plan revenue.
2024 GAAP operating expenses were $2,851 million, an increase of 23% versus the prior year period. The increase for the year was due to expenses related to the acquisition of Adenza, which resulted in an incremental $288 million in amortization expense of acquired intangible assets, $220 million of other AxiomSL and Calypso operating expenses, as well as organic growth driven by increased investments in technology and people to drive innovation and long-term growth, partially offset by lower merger and strategic initiative costs.
Fourth quarter 2024 GAAP operating expenses were $710 million, a decrease of 7% versus the prior year period. The decrease in the fourth quarter was primarily due to lower merger and strategic initiative costs and lower general and administrative expense, partially offset by expenses related to the acquisition of Adenza, which resulted in an incremental $29 million in amortization expense of acquired intangible assets, $24 million of other AxiomSL and Calypso operating expenses, as well as organic growth driven by increased investments in technology and people to drive innovation and long-term growth.
2024 non-GAAP operating expenses were $2,162 million, an increase of 18% over 2023, or 6% growth on an adjusted basis. Fourth quarter 2024 non-GAAP operating expenses were $556 million, reflecting 10% growth versus the prior year period, or 6% growth on an adjusted basis. The increase for the full year and fourth quarter included $220 million and $24 million, respectively, of AxiomSL and Calypso operating expenses. The increases for the year and quarter on an adjusted basis reflected growth driven by increased investments in technology and people to drive innovation and long-term growth, as well as increased regulatory costs, partially offset by the benefit of synergies.
Cash flow from operations was $705 million for the fourth quarter and $1,939 million for 2024, enabling the company to make additional progress on its deleveraging plan. In the fourth quarter, the company returned $138 million to shareholders through dividends. The company also repurchased $181 million of senior unsecured notes in the fourth quarter of 2024. As of December 31, 2024, there was $1.7 billion remaining under the board authorized share repurchase program.
2025 EXPENSE AND TAX GUIDANCE UPDATE7
The company is initiating its 2025 non-GAAP operating expense guidance at a range of $2,245 million to $2,325 million, and its 2025 non-GAAP tax rate guidance to be in the range of 22.5% to 24.5%.
STRATEGIC AND BUSINESS UPDATES
Strong execution across Financial Technology led to double-digit ARR growth in the fourth quarter. Financial Technology ARR growth was up 12% on an organic basis, in the fourth quarter with 120 new clients, 127 upsells, and 4 cross-sells. Division revenue increased 7% on an adjusted basis. Financial Technology had an exceptional year for new bookings, including a number of sizeable and strategic enterprise deals, underscoring its leadership position and expanding Nasdaq’s right to win across its products. Fourth quarter highlights included:
Financial Technology continued its international expansion with several strategic enterprise deals. In the fourth quarter, Nasdaq signed a long-term agreement to provide a future-proof, regulatory management solution through AxiomSL to AuRep, a collaborative joint venture of banks and financial service providers in Austria. The companies will provide additional details on this important partnership in the coming weeks. AxiomSL also secured an upsell with Société Générale to manage its domestic regulatory reporting needs. During the quarter, Calypso also expanded its reach with international customers through upsells with a large European bank and a Middle Eastern bank.
Financial Crime Management Technology generated 23% ARR growth with 114% net revenue retention. In the fourth quarter, Nasdaq Verafin added 102 new SMB clients, completed a new cross-sell with a Tier 1 bank, and launched in Europe. Nasdaq Verafin’s data consortium continues to benefit from strong growth in its client base, which now represents nearly $10 trillion in assets.
AxiomSL and Calypso accelerated cloud bookings. Cloud bookings as a percent of AxiomSL and Calypso’s combined new annual contract value was 52% for 2024 and 60% in the fourth quarter, increasing the combined business’ cloud mix of ARR to 27% at year end.
Index delivered another quarter of outstanding performance benefiting from its growth strategy across innovation, globalization, and institutional client expansion. In 2024, Nasdaq’s Index business launched a record 116 new products with its clients, more than half of which were international, 27 were within the institutional insurance annuity space, and 30 were launched in partnership with new Index clients. For the year, the business had $80 billion of net inflows, including $28 billion in the fourth quarter, and reported its fifth consecutive record quarter in ETP AUM, reaching $647 billion at quarter end.
Nasdaq extended listing leadership in 2024 with its sixth consecutive year as the top U.S. exchange by number of IPOs and proceeds raised. For the year, Nasdaq welcomed 180 IPOs, representing $23 billion in total proceeds raised. New listings included 130 operating companies, headlined by Lineage, the largest IPO of the year. In 2024, Nasdaq had an 80% win rate among eligible operating company IPOs in the U.S. In the third quarter, Nasdaq celebrated its 500th listing transfer, bringing the cumulative market capitalization at transfer to nearly $3 trillion. The company had 14 new transfers in the fourth quarter, including Palantir, the largest transfer on a U.S. exchange in 2024, bringing the total to 30 new switches with over $180 billion in market value for the year.
Market Services achieved record fourth quarter and full year net revenue. Fourth quarter net revenue benefited from momentum in U.S. cash equities, including the Closing Cross reaching a new record in fourth quarter share volume, and record U.S. equity derivatives volumes. 2024 Market Services net revenue growth reflected healthy growth in U.S. cash equities, with the Closing Cross setting full year records in both share volume and notional value traded, and index options revenue more than doubling.
Nasdaq successfully delivered on its 2024 strategic priorities – Integrate, Innovate, Accelerate – positioning the company to capitalize on opportunities for sustainable, scalable, and resilient growth.
Integrate – Nasdaq finished the year ahead of its net expense synergy and deleveraging goals. The company has fully actioned the $80 million net expense synergies goal that was announced with the acquisition of AxiomSL and Calypso, a year ahead of the initial target. Nasdaq is broadening its efficiency program beyond the Financial Technology division and now expects to action annual cost savings of $140 million by the end of 2025, inclusive of the net expense synergies related to the AxiomSL and Calypso acquisition.
Innovate – In 2024, Nasdaq demonstrated its innovation leadership with the launch of AI-powered solutions and product enhancements across its divisions. Nasdaq has a robust pipeline of new AI capabilities to deliver through our software and analytics solutions, with several feature launches planned for 2025. The company has advanced its focus from “exploration and experimentation” to driving “impact” as it targets AI-driven productivity enhancements across the organization.
Accelerate – The company continues to make progress on its One Nasdaq strategy, with 17 cross-sell deals since the Adenza acquisition across solutions such as Nasdaq Surveillance, AxiomSL, and Verafin. Nasdaq remains on track to exceed $100 million in run-rate revenue from cross-sells by the end of 2027.
____________ 1 Represents revenue less transaction-based expenses. 2 Refer to our reconciliations of U.S. GAAP to non-GAAP Solutions revenue, net revenue, net income attributable to Nasdaq, diluted earnings per share, operating income, operating expenses and organic impacts included in the attached schedules. 3Adjusted change reflects AxiomSL and Calypso on a pro forma basis (including ratable revenue recognition for AxiomSL in 2024 and 2023). Adjusted change also excludes the impacts of foreign currency except for AxiomSL and Calypso, which will be calculated on an organic basis beginning in 2025, and the previously announced one-time revenue benefits in Market Services in 4Q23 and Index in 1Q24. These results are not calculated, and do not intend to be calculated, in a manner consistent with the pro forma requirements in Article 11 of Regulation S-X. Preparation of this information in accordance with Article 11 would differ from results presented in this earnings release. 4 Constitutes revenue from our Capital Access Platforms and Financial Technology segments. 5 Annualized Recurring Revenue (ARR) for a given period is the current annualized value derived from subscription contracts with a defined contract value. This excludes contracts that are not recurring, are one-time in nature or where the contract value fluctuates based on defined metrics. ARR is currently one of our key performance metrics to assess the health and trajectory of our recurring business. ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. For AxiomSL and Calypso recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for AxiomSL and Calypso recurring revenue contracts that include annual values that increase over time, we include in ARR only the annualized value of components of the contract that are considered active as of the date of the ARR calculation. We do not include the future committed increases in the contract value as of the date of the ARR calculation. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers. 6 Organic changes reflect adjustments for: (i) the impact of period-over-period changes in foreign currency exchange rates, and (ii) the revenue, expenses and operating income associated with acquisitions and divestitures for the twelve month period following the date of the acquisition or divestiture. 7 U.S. GAAP operating expense and tax rate guidance are not provided due to the inherent difficulty in quantifying certain amounts due to a variety of factors including the unpredictability in the movement in foreign currency rates, as well as future charges or reversals outside of the normal course of business.
ABOUT NASDAQ
Nasdaq (Nasdaq: NDAQ) is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence. To learn more about the company, technology solutions and career opportunities, visit us on LinkedIn, on X @Nasdaq, or at www.nasdaq.com.
NON-GAAP INFORMATION
In addition to disclosing results determined in accordance with U.S. GAAP, Nasdaq also discloses certain non-GAAP results of operations, including, but not limited to, non-GAAP Solutions revenue, non-GAAP net revenue, non-GAAP net income attributable to Nasdaq, non-GAAP diluted earnings per share, non-GAAP operating income, and non-GAAP operating expenses, that include certain adjustments or exclude certain charges and gains that are described in the reconciliation table of U.S. GAAP to non-GAAP information provided at the end of this release. Management uses this non-GAAP information internally, along with U.S. GAAP information, in evaluating our performance and in making financial and operational decisions. We believe our presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations. In addition, we believe the presentation of these measures is useful to investors for period-to-period comparisons of results as the items described below in the reconciliation tables do not reflect ongoing operating performance.
These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non-GAAP measures used by other companies. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces their usefulness as a comparative measure. Investors should not rely on any single financial measure when evaluating our business. This information should be considered as supplemental in nature and is not meant as a substitute for our operating results in accordance with U.S. GAAP. We recommend investors review the U.S. GAAP financial measures included in this earnings release. When viewed in conjunction with our U.S. GAAP results and the accompanying reconciliations, we believe these non-GAAP measures provide greater transparency and a more complete understanding of factors affecting our business than U.S. GAAP measures alone.
We understand that analysts and investors regularly rely on non-GAAP financial measures, such as those noted above, to assess operating performance. We use these measures because they highlight trends more clearly in our business that may not otherwise be apparent when relying solely on U.S. GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our ongoing operating performance.
Organic revenue and expense growth, organic change and organic impact are non-GAAP measures that reflect adjustments for: (i) the impact of period-over-period changes in foreign currency exchange rates, and (ii) the revenue, expenses and operating income associated with acquisitions and divestitures for the twelve month period following the date of the acquisition or divestiture. Reconciliations of these measures are described within the body of this release or in the reconciliation tables at the end of this release.
Foreign exchange impact: In countries with currencies other than the U.S. dollar, revenue and expenses are translated using monthly average exchange rates. Certain discussions in this release isolate the impact of year-over-year foreign currency fluctuations to better measure the comparability of operating results between periods. Operating results excluding the impact of foreign currency fluctuations are calculated by translating the current period’s results by the prior period’s exchange rates.
Restructuring programs: In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program to optimize our efficiencies as a combined organization. We further expanded this program in the fourth quarter of 2024 to accelerate our momentum and further optimize our efficiencies (efficiency program). We have incurred costs principally related to employee-related costs, contract terminations, real estate impairments and other related costs and expect to incur additional costs in these areas in an effort to accelerate efficiencies through location strategy and enhanced AI capabilities. Actions taken as part of this program will be complete by the end of 2025, while certain costs may be recognized in the first half of 2026. We expect to achieve benefits primarily in the form of expense synergies. In October 2022, following our September announcement to realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. In connection with the program, we expect to incur pre-tax charges principally related to employee-related costs, consulting, asset impairments and contract terminations over a two-year period. We expect to achieve benefits in the form of both increased customer engagement and operating efficiencies. Costs related to the Adenza restructuring and the divisional alignment programs are recorded as “restructuring charges” in our consolidated statements of income. We exclude charges associated with these programs for purposes of calculating non-GAAP measures as they are not reflective of ongoing operating performance or comparisons in Nasdaq’s performance between periods.
Information set forth in this communication contains forward-looking statements that involve a number of risks and uncertainties. Nasdaq cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to (i) projections relating to our future financial results, total shareholder returns, growth, dividend program, trading volumes, products and services, ability to transition to new business models or implement our new corporate structure, taxes and achievement of synergy targets, (ii) statements about the closing or implementation dates and benefits of certain acquisitions, divestitures and other strategic, restructuring, technology, environmental, deleveraging and capital allocation initiatives, (iii) statements about our integrations of our recent acquisitions, (iv) statements relating to any litigation or regulatory or government investigation or action to which we are or could become a party, and (v) other statements that are not historical facts. Forward-looking statements involve a number of risks, uncertainties or other factors beyond Nasdaq’s control. These factors include, but are not limited to, Nasdaq’s ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, geopolitical instability, government and industry regulation, interest rate risk, U.S. and global competition. Further information on these and other factors are detailed in Nasdaq’s filings with the U.S. Securities and Exchange Commission, including its annual reports on Form 10-K and quarterly reports on Form 10-Q, which are available on Nasdaq’s investor relations website at http://ir.nasdaq.com and the SEC’s website at www.sec.gov. Nasdaq undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
WEBSITE DISCLOSURE
Nasdaq intends to use its website, ir.nasdaq.com, as a means for disclosing material non-public information and for complying with SEC Regulation FD and other disclosure obligations.
Reconciliation of U.S. GAAP to Non-GAAP Net Income Attributable to Nasdaq and Diluted Earnings Per Share
(in millions, except per share amounts)
(unaudited)
Three Months Ended
Year Ended
December 31,
December 31,
December 31,
December 31,
2024
2023
2024
2023
U.S. GAAP net income attributable to Nasdaq
$
355
$
197
$
1,117
$
1,059
Non-GAAP adjustments:
Adenza purchase accounting adjustment (1)
—
—
34
—
Amortization expense of acquired intangible assets (2)
122
95
488
206
Merger and strategic initiatives expense (3)
12
97
35
148
Restructuring charges (4)
13
31
116
80
Lease asset impairments (5)
—
1
—
25
Net (income) loss from unconsolidated investees (6)
(9
)
(2
)
(16
)
7
Extinguishment of debt (7)
4
—
4
—
Legal and regulatory matters (8)
2
23
20
12
Pension settlement charge (9)
—
9
23
9
Other (income) loss (10)
(6
)
3
(15
)
21
Total non-GAAP adjustments
138
257
689
508
Non-GAAP adjustment to the income tax provision (11)
(55
)
(59
)
(208
)
(134
)
Tax on intra-group transfer of intellectual property assets (12)
—
—
33
—
Total non-GAAP adjustments, net of tax
83
198
514
374
Non-GAAP net income attributable to Nasdaq
$
438
$
395
$
1,631
$
1,433
U.S. GAAP diluted earnings per share
$
0.61
$
0.36
$
1.93
$
2.08
Total adjustments from non-GAAP net income above
0.15
0.36
0.89
0.74
Non-GAAP diluted earnings per share
$
0.76
$
0.72
$
2.82
$
2.82
Weighted-average diluted common shares outstanding for earnings per share:
579.7
550.6
579.2
508.4
(1) During the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, we implemented a change to the accounting treatment of the revenues associated with AxiomSL on-premises subscription contracts, which are included in the Regulatory Technology business within the Financial Technology segment. Starting in the third quarter of 2024, we began recognizing AxiomSL’s subscription-based revenues on a ratable basis over the contract term. As a result of this change, we recognized a one-time revenue reduction of $32 million in the third quarter of 2024, reflecting the net impact of the accounting change since the date of the Adenza acquisition. The adjustment of $34 million reflects the prior year impact of this change.
(2) We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations.
(3) We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years which have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third party transaction costs. The frequency and amount of such expenses vary significantly based on the size, timing and complexity of the transaction. For the three months and years ended December 31, 2024 and December 31, 2023, these costs primarily relate to the Adenza acquisition. For the year ended December 31, 2024, these costs were partially offset by a termination payment recognized in the second quarter of 2024 relating to the proposed divestiture of our Nordic power trading and clearing business.
(4) In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program to optimize our efficiencies as a combined organization. In connection with this program, we expect to incur pre-tax charges principally related to employee-related costs, contract terminations, real estate impairments and other related costs. We expect to achieve benefits primarily in the form of expense and revenue synergies. In October 2022, following our September 2022 announcement to realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. In September 2024, we completed our divisional alignment program and recognized total pre-tax charges of $139 million over a two-year period.
(5) During the first quarter of 2023, we initiated a review of our real estate and facility capacity requirements due to our new and evolving work models. As a result, for the year ended December 31, 2023, we recorded impairment charges related to our operating lease assets and leasehold improvements associated with vacating certain leased office space, which are recorded in occupancy expense and depreciation and amortization expense in our Condensed Consolidated Statements of Income.
(6) We exclude our share of the earnings and losses of our equity method investments. This provides a more meaningful analysis of Nasdaq’s ongoing operating performance or comparisons in Nasdaq’s performance between periods.
(7) For the three months and year ended December 31, 2024, we recorded costs related to the early extinguishment of debt. This charge is recorded in general, administrative expense in our Condensed Consolidated Statements of Income.
(8) For the year ended December 31, 2024, these items primarily included the settlement of a Swedish Financial Supervisory Authority (SFSA) fine and accruals related to certain legal matters. For the three months and year ended December 31, 2023, these charges primarily included accruals related to certain legal matters recorded in general, administrative and other expense and professional and contract services expense in our Condensed Consolidated Statements of Income. For the year ended December 31, 2023, these accruals were offset with insurance recoveries related to legal matters recorded in general, administrative and other expense and professional and contract services expense in our Condensed Consolidated Statements of Income.
(9) For the years ended December 31, 2024 and 2023 and for the three months ended December 31, 2023, we recorded a pre-tax charge as a result of settling our U.S. pension plan. The plan was terminated and partially settled in 2023, with final settlement occurring during the first quarter of 2024. The loss was recorded in compensation and benefits in the Condensed Consolidated Statements of Income.
(10) For the three months and year ended December 31, 2024, other items include net gains from strategic investments entered into through our corporate venture program, which are included in other income (loss) in our Consolidated Statements of Income. For the three months and year ended December 31, 2023, other items included certain financing costs related to the Adenza acquisition and a net loss from a strategic investments entered into through our corporate venture program.
(11) The non-GAAP adjustment to the income tax provision primarily includes the tax impact of each non-GAAP adjustment. For the three months and year ended December 31, 2024, we recorded a tax benefit related to return to provision adjustments and release of tax reserves due to lapse in statute of limitations.
(12) For the year ended December 31, 2024, the completion of an intra-group transfer of intellectual property assets to U.S. headquarters resulted in a net tax expense of $33 million.
Nasdaq, Inc.
Reconciliation of U.S. GAAP to Non-GAAP Revenues Less Transaction-Based Expenses
(in millions)
(unaudited)
Year Ended
December 31, 2024
U.S. GAAP Revenues Less Transaction- Based Expenses
Adenza purchase accounting adjustment(1)
Non-GAAP Revenues Less Transaction- Based Expenses
CAPITAL ACCESS PLATFORMS
$
1,972
$
—
$
1,972
FINANCIAL TECHNOLOGY
Financial Crime Management Technology revenues
273
—
273
Regulatory Technology revenues (1)
352
34
386
Capital Markets Technology revenues
996
—
996
Total Financial Technology revenues
1,621
34
1,655
SOLUTIONS REVENUES
3,593
34
3,627
MARKET SERVICES REVENUES, NET
1,020
—
1,020
OTHER REVENUES
36
—
36
REVENUES LESS TRANSACTION-BASED EXPENSES
$
4,649
$
34
$
4,683
(1) During the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, we implemented a change to the accounting treatment of the revenues associated with AxiomSL on-premises subscription contracts, which are included in the Regulatory Technology business within the Financial Technology segment. Starting in the third quarter of 2024, we began recognizing AxiomSL’s subscription-based revenues on a ratable basis over the contract term. As a result of this change, we recognized a one-time revenue reduction of $32 million in the third quarter of 2024, reflecting the net impact of the accounting change since the date of the Adenza acquisition. The adjustment of $34 million reflects the prior year impact of this change.
Nasdaq, Inc.
Reconciliation of U.S. GAAP to Non-GAAP Operating Income and Operating Margin
(in millions)
(unaudited)
Three Months Ended
Year Ended
December 31,
December 31,
December 31,
December 31,
2024
2023
2024
2023
U.S. GAAP operating income
$
517
$
352
$
1,798
$
1,578
Non-GAAP adjustments:
Adenza purchase accounting adjustment (1)
—
—
34
—
Amortization expense of acquired intangible assets (2)
122
95
488
206
Merger and strategic initiatives expense (3)
12
97
35
148
Restructuring charges (4)
13
31
116
80
Lease asset impairments (5)
—
1
—
25
Extinguishment of debt (6)
4
—
4
—
Legal and regulatory matters (7)
2
23
20
12
Pension settlement charge (8)
—
9
23
9
Other loss
1
5
3
7
Total non-GAAP adjustments
154
261
723
487
Non-GAAP operating income
$
671
$
613
$
2,521
$
2,065
U.S. GAAP revenues less transaction-based expenses
$
1,227
$
1,117
$
4,649
$
3,895
Non-GAAP revenues less transaction-based expenses
$
1,227
$
1,117
$
4,683
$
3,895
U.S. GAAP operating margin(9)
42
%
32
%
39
%
41
%
Non-GAAP operating margin(10)
55
%
55
%
54
%
53
%
Note: The current period percentages are calculated based on exact dollars, and therefore may not recalculate exactly using rounded numbers as presented in US$ millions.
(1) During the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, we implemented a change to the accounting treatment of the revenues associated with AxiomSL on-premises subscription contracts, which are included in the Regulatory Technology business within the Financial Technology segment. Starting in the third quarter of 2024, we began recognizing AxiomSL’s subscription-based revenues on a ratable basis over the contract term. As a result of this change, we recognized a one-time revenue reduction of $32 million in the third quarter of 2024, reflecting the net impact of the accounting change since the date of the Adenza acquisition. The adjustment of $34 million reflects the prior year impact of this change.
(2) We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations.
(3) We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years which have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third party transaction costs. The frequency and amount of such expenses vary significantly based on the size, timing and complexity of the transaction. For the three months and years ended December 31, 2024 and December 31, 2023, these costs primarily relate to the Adenza acquisition. For the year ended December 31, 2024, these costs were partially offset by a termination payment recognized in the second quarter of 2024 relating to the proposed divestiture of our Nordic power trading and clearing business.
(4) In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program to optimize our efficiencies as a combined organization. In connection with this program, we expect to incur pre-tax charges principally related to employee-related costs, contract terminations, real estate impairments and other related costs. We expect to achieve benefits primarily in the form of expense and revenue synergies. In October 2022, following our September 2022 announcement to realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. In September 2024, we completed our divisional alignment program and recognized total pre-tax charges of $139 million over a two-year period.
(5) During the first quarter of 2023, we initiated a review of our real estate and facility capacity requirements due to our new and evolving work models. As a result, for the year ended December 31, 2023, we recorded impairment charges related to our operating lease assets and leasehold improvements associated with vacating certain leased office space, which are recorded in occupancy expense and depreciation and amortization expense in our Condensed Consolidated Statements of Income.
(6) For the three months and year ended December 31, 2024, we recorded costs related to the early extinguishment of debt. This charge is recorded in general, administrative expense in our Condensed Consolidated Statements of Income.
(7) For the year ended December 31, 2024, these items primarily included the settlement of a SFSA fine and accruals related to certain legal matters. For the three months and year ended December 31, 2023, these charges primarily included accruals related to certain legal matters recorded in general, administrative and other expense and professional and contract services expense in our Condensed Consolidated Statements of Income. For the year ended December 31, 2023, these accruals were offset with insurance recoveries related to legal matters recorded in general, administrative and other expense and professional and contract services expense in our Condensed Consolidated Statements of Income.
(8) For the years ended December 31, 2024 and 2023 and for the three months ended December 31, 2023, we recorded a pre-tax charge as a result of settling our U.S. pension plan. The plan was terminated and partially settled in 2023, with final settlement occurring during the first quarter of 2024. The loss was recorded in compensation and benefits in the Condensed Consolidated Statements of Income.
(9) U.S. GAAP operating margin equals U.S. GAAP operating income divided by revenues less transaction-based expenses.
(10) Non-GAAP operating margin equals non-GAAP operating income divided by non-GAAP revenues less transaction-based expenses.
Nasdaq, Inc.
Reconciliation of U.S. GAAP to Non-GAAP Operating Expenses
(in millions)
(unaudited)
Three Months Ended
Year Ended
December 31,
December 31,
December 31,
December 31,
2024
2023
2024
2023
U.S. GAAP operating expenses
$
710
$
765
$
2,851
$
2,317
Non-GAAP adjustments:
Amortization expense of acquired intangible assets (1)
(122
)
(95
)
(488
)
(206
)
Merger and strategic initiatives expense (2)
(12
)
(97
)
(35
)
(148
)
Restructuring charges (3)
(13
)
(31
)
(116
)
(80
)
Lease asset impairments (4)
—
(1
)
—
(25
)
Extinguishment of debt (5)
(4
)
—
(4
)
—
Legal and regulatory matters (6)
(2
)
(23
)
(20
)
(12
)
Pension settlement charge (7)
—
(9
)
(23
)
(9
)
Other (loss)
(1
)
(5
)
(3
)
(7
)
Total non-GAAP adjustments
(154
)
(261
)
(689
)
(487
)
Non-GAAP operating expenses
$
556
$
504
$
2,162
$
1,830
(1) We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations.
(2) We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years which have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third party transaction costs. The frequency and amount of such expenses vary significantly based on the size, timing and complexity of the transaction. For the three months and years ended December 31, 2024 and December 31, 2023, these costs primarily relate to the Adenza acquisition. For the year ended December 31, 2024, these costs were partially offset by a termination payment recognized in the second quarter of 2024 relating to the proposed divestiture of our Nordic power trading and clearing business.
(3) In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program to optimize our efficiencies as a combined organization. In connection with this program, we expect to incur pre-tax charges principally related to employee-related costs, contract terminations, real estate impairments and other related costs. We expect to achieve benefits primarily in the form of expense and revenue synergies. In October 2022, following our September 2022 announcement to realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. In September 2024, we completed our divisional alignment program and recognized total pre-tax charges of $139 million over a two-year period.
(4) During the first quarter of 2023, we initiated a review of our real estate and facility capacity requirements due to our new and evolving work models. As a result, for the year ended December 31, 2023, we recorded impairment charges related to our operating lease assets and leasehold improvements associated with vacating certain leased office space, which are recorded in occupancy expense and depreciation and amortization expense in our Condensed Consolidated Statements of Income.
(5) For the three months and year ended December 31, 2024, we recorded costs related to the early extinguishment of debt. This charge is recorded in general, administrative expense in our Condensed Consolidated Statements of Income.
(6) For the year ended December 31, 2024, these items primarily included the settlement of a SFSA fine and accruals related to certain legal matters. For the three months and year ended December 31, 2023, these charges primarily included accruals related to certain legal matters recorded in general, administrative and other expense and professional and contract services expense in our Condensed Consolidated Statements of Income. For the year ended December 31, 2023, these accruals were offset with insurance recoveries related to legal matters recorded in general, administrative and other expense and professional and contract services expense in our Condensed Consolidated Statements of Income.
(7) For the years ended December 31, 2024 and 2023 and for the three months ended December 31, 2023, we recorded a pre-tax charge as a result of settling our U.S. pension plan. The plan was terminated and partially settled in 2023, with final settlement occurring during the first quarter of 2024. The loss was recorded in compensation and benefits in the Condensed Consolidated Statements of Income.
Nasdaq, Inc.
Reconciliation of Adjusted Impacts for U.S. Non-GAAP Revenues less transaction-based expenses, Non-GAAP Operating Expenses,
Non-GAAP Operating Income, and Non-GAAP Operating Margin
(in millions)
(unaudited)
Three Months Ended
December 31, 2024
December 31, 2023
Total Variance
FX & Other(2)
Adjusted YoY
Non-GAAP
Non-GAAP
Adenza
Pro Forma(1)
$
%
$
$
%
CAPITAL ACCESS PLATFORMS
data
listings
Data and Listing Services revenues
$
192
$
189
$
—
$
189
$
3
2
%
$
—
$
3
2
%
Index revenues
188
146
—
146
42
29
%
—
42
29
%
Workflow and insights revenues
131
126
—
126
5
4
%
—
5
4
%
Total Capital Access Platforms revenues
511
461
—
461
50
11
%
—
50
11
%
FINANCIAL TECHNOLOGY
Financial Crime Management Technology revenues
73
60
—
60
13
22
%
—
13
22
%
Regulatory Technology revenues
98
110
(16
)
94
4
5
%
(1
)
5
6
%
Capital Markets Technology revenues
267
229
26
255
12
4
%
—
12
4
%
Total Financial Technology revenues
438
399
10
409
29
7
%
(1
)
30
7
%
Non-GAAPSolutions revenues(3)
949
860
10
870
79
9
%
(1
)
80
9
%
Market Services, net revenues
268
247
—
247
21
8
%
(8
)
29
12
%
Other revenues
10
10
—
10
—
(1
)%
—
—
(2
)%
Non-GAAP Revenues less transaction-based expenses
1,227
1,117
10
1,127
100
9
%
(9
)
109
10
%
Non-GAAP operating expenses
556
504
23
527
29
5
%
(3
)
32
6
%
Non-GAAP operating income
$
671
$
613
$
(13
)
$
600
$
71
12
%
$
(6
)
$
77
13
%
Non-GAAP operating margin
55
%
56
%
53
%
Year Ended
December 31, 2024
December 31, 2023
Total Variance
FX & Other(2)
Adjusted YoY
Non-GAAP
Non-GAAP
Adenza
Pro Forma(1)
$
%
$
$
%
CAPITAL ACCESS PLATFORMS
Data and Listing Services revenues
$
754
$
749
$
—
$
749
$
5
1
%
$
—
$
5
1
%
Index revenues
706
528
—
528
178
34
%
16
162
31
%
Workflow and insights revenues
512
493
—
493
19
4
%
1
18
4
%
Total Capital Access Platforms revenues
1,972
1,770
—
1,770
202
11
%
17
185
10
%
FINANCIAL TECHNOLOGY
Financial Crime Management Technology revenues
273
223
—
223
50
22
%
—
50
22
%
Regulatory Technology revenues
286
212
149
361
25
7
%
1
24
7
%
Capital Markets Technology revenues
996
664
257
921
75
8
%
1
74
8
%
Total Financial Technology revenues
1,655
1,099
406
1,505
150
10
%
2
148
10
%
Non-GAAPSolutions revenues(3)
3,627
2,869
406
3,275
352
11
%
19
333
10
%
Market Services, net revenues
1,020
987
—
987
33
3
%
(8
)
41
4
%
Other revenues
36
39
—
39
(3
)
(9
)%
(2
)
(1
)
(5
)%
Non-GAAP Revenues less transaction-based expenses
4,683
3,895
406
4,301
382
9
%
9
373
9
%
Operating expenses
2,162
1,830
217
2,047
115
6
%
(4
)
119
6
%
Operating income
$
2,521
$
2,065
$
189
$
2,254
$
267
12
%
$
13
$
254
11
%
Operating margin
54
%
53
%
52
%
(1) Includes the pro forma results for AxiomSL and Calypso and are presented assuming AxiomSL and Calypso were included in the entire prior year quarterly and full year results and revenue for AxiomSL on-premises contracts were recognized ratably for 2024 and 2023.
(2) Reflects the impacts from changes in foreign currency exchange rates (except for AxiomSL and Calypso, which will be calculated on an organic basis beginning in 2025) and the exclusion of a non-recurring payment received in 4Q23 recorded within our Market Services business. In addition, the full year also excludes the impact of a one-time revenue benefit related to a legal settlement to recoup revenue recorded within Index in 1Q24.
(3) Represents Capital Access Platforms and Financial Technology Segments.
Note: The pro forma results above are not calculated, and do not intend to be calculated, in a manner consistent with the pro forma requirements in Article 11 of Regulation S-X. Preparation of this information in accordance with Article 11 would differ from results presented in this press release. The current period percentages are calculated based on exact dollars, and therefore may not recalculate exactly using rounded numbers as presented in US$ millions.
Nasdaq, Inc.
Reconciliation of Organic Impacts for U.S. Non-GAAP Revenues less transaction-based expenses, Non-GAAP Operating Expenses,
Non-GAAP Operating Income, and Non-GAAP Diluted Earnings Per Share
(in millions)
(unaudited)
Three Months Ended
December 31, 2024
December 31, 2023
Total Variance
Other Impacts(1)
Organic Impact(2)
Non-GAAP
Non-GAAP
$
%
$
%
$
%
CAPITAL ACCESS PLATFORMS
Data and Listing Services revenues
$
192
$
189
$
3
2
%
$
—
—
%
$
3
2
%
Index revenues
188
146
42
29
%
—
—
%
42
29
%
Workflow and Insights revenues
131
126
5
4
%
—
—
%
5
4
%
Total Capital Access Platforms revenues
511
461
50
11
%
—
—
%
50
11
%
FINANCIAL TECHNOLOGY
Financial Crime Management Technology revenues
73
60
13
22
%
—
—
%
13
22
%
Regulatory Technology revenues
98
110
(12
)
(10
)%
(15
)
(13
)%
3
4
%
Capital Markets Technology revenues
267
229
38
16
%
27
12
%
11
5
%
Total Financial Technology revenues
438
399
39
10
%
12
3
%
27
7
%
Non-GAAP Solutions revenues(3)
949
860
89
10
%
12
1
%
77
9
%
Market Services, net revenues
268
247
21
8
%
—
—
%
21
8
%
Other revenues
10
10
—
(1
)%
—
—
%
—
(2
)%
Non-GAAP Revenues less transaction-based expenses
$
1,227
$
1,117
$
110
10
%
$
12
1
%
$
98
9
%
Non-GAAP Operating Expenses
$
556
$
504
$
52
10
%
$
21
4
%
$
31
6
%
Non-GAAP Operating Income
$
671
$
613
$
58
10
%
$
(9
)
(1
)%
$
67
12
%
Non-GAAP diluted earnings per share
$
0.76
$
0.72
$
0.04
5
%
$
(0.03
)
(5
)%
$
0.07
10
%
Year Ended
December 31, 2024
December 31, 2023
Total Variance
Other Impacts(1)
Organic Impact(2)
Non-GAAP
Non-GAAP
$
%
$
%
$
%
CAPITAL ACCESS PLATFORMS
Data and Listing Services revenues
$
754
$
749
$
5
1
%
$
—
—
%
$
5
1
%
Index revenues
706
528
178
34
%
—
—
%
178
34
%
Workflow and Insights revenues
512
493
19
4
%
1
—
%
18
4
%
Total Capital Access Platforms revenues
1,972
1,770
202
11
%
1
—
%
201
11
%
FINANCIAL TECHNOLOGY
Financial Crime Management Technology revenues
273
223
50
22
%
—
—
%
50
22
%
Regulatory Technology revenues
386
212
174
83
%
165
78
%
9
5
%
Capital Markets Technology revenues
996
664
332
50
%
316
48
%
16
2
%
Total Financial Technology revenues
1,655
1,099
556
51
%
481
44
%
75
7
%
Non-GAAP Solutions revenues(3)
3,627
2,869
758
26
%
482
17
%
276
10
%
Market Services, net revenues
1,020
987
33
3
%
—
—
%
33
3
%
Other revenues
36
39
(3
)
(9
)%
(2
)
(4
)%
(1
)
(5
)%
Non-GAAP Revenues less transaction-based expenses
$
4,683
$
3,895
$
788
20
%
$
480
12
%
$
308
8
%
Non-GAAP Operating Expenses
$
2,162
$
1,830
$
332
18
%
$
216
12
%
$
116
6
%
Non-GAAP Operating Income
$
2,521
$
2,065
$
456
22
%
$
264
13
%
$
192
9
%
Non-GAAP diluted earnings per share
$
2.82
$
2.82
$
—
—
%
$
(0.31
)
(11
)%
$
0.31
11
%
Note: The current period percentages are calculated based on exact dollars, and therefore may not recalculate exactly using rounded numbers as presented in US$ millions. The sum of the percentage changes may not tie to the percentage change in total variance due to rounding.
(1) Primarily includes the impacts of the Adenza acquisition and changes in FX rates. The revenue adjustments related to the Adenza acquisition reflect an additional $514 million of total revenue recorded in FY 2024 and $48 million for 4Q24, partially offset by an adjustment to reported 2023 revenues related to AxiomSL ratable revenue recognition of $34 million.
(2) Organic impact reflects adjustments for: (i) the impact of period-over-period changes in foreign currency exchange rates, and (ii) the revenue, expenses and operating income associated with acquisitions and divestitures for the twelve month period following the date of the acquisition or divestiture.
(3) Represents Capital Access Platforms and Financial Technology Segments.
Nasdaq, Inc.
Key Drivers Detail
(unaudited)
Three Months Ended
Year Ended
December 31,
December 31,
December 31,
December 31,
2024
2023
2024
2023
Capital Access Platforms
Annualized recurring revenues (in millions) (1)
$
1,268
$
1,235
$
1,268
$
1,235
Initial public offerings
The Nasdaq Stock Market (2)
66
28
180
130
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic
7
4
14
7
Total new listings
The Nasdaq Stock Market (2)
162
100
463
330
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic (3)
13
7
31
23
Number of listed companies
The Nasdaq Stock Market (4)
4,075
4,044
4,075
4,044
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic (5)
1,174
1,218
1,174
1,218
Index
Number of licensed exchange traded products (6)
401
364
401
364
Period end ETP assets under management (AUM) tracking Nasdaq indexes (in billions)
$
647
$
473
$
647
$
473
Total average ETP AUM tracking Nasdaq indexes (in billions)
$
632
$
436
$
558
$
396
TTM (7) net inflows ETP AUM tracking Nasdaq indexes (in billions)
$
80
$
31
$
80
$
31
TTM (7) net appreciation ETP AUM tracking Nasdaq indexes (in billions)
$
110
$
128
$
110
$
128
Financial Technology
Annualized recurring revenues (in millions) (1)
Financial Crime Management Technology
$
278
$
226
$
278
$
226
Regulatory Technology
354
325
354
325
Capital Markets Technology
868
799
868
799
Total Financial Technology
$
1,500
$
1,350
$
1,500
$
1,350
Market Services
Equity Derivative Trading and Clearing
U.S. equity options
Total industry average daily volume (in millions)
47.5
40.2
44.4
40.4
Nasdaq PHLX matched market share
10.5
%
11.5
%
10.0
%
11.3
%
The Nasdaq Options Market matched market share
5.2
%
5.5
%
5.5
%
6.1
%
Nasdaq BX Options matched market share
1.8
%
2.4
%
2.1
%
3.3
%
Nasdaq ISE Options matched market share
7.2
%
6.1
%
6.9
%
5.9
%
Nasdaq GEMX Options matched market share
2.6
%
2.7
%
2.6
%
2.4
%
Nasdaq MRX Options matched market share
3.0
%
2.6
%
2.7
%
2.0
%
Total matched market share executed on Nasdaq’s exchanges
30.3
%
30.8
%
29.8
%
31.0
%
Nasdaq Nordic and Nasdaq Baltic options and futures
Total average daily volume of options and futures contracts (8)
228,955
327,680
233,610
301,320
Cash Equity Trading
Total U.S.-listed securities
Total industry average daily share volume (in billions)
13.6
11.2
12.2
11.0
Matched share volume (in billions)
125.2
113.3
479.4
455.6
The Nasdaq Stock Market matched market share
14.0
%
15.4
%
15.1
%
15.8
%
Nasdaq BX matched market share
0.3
%
0.4
%
0.3
%
0.4
%
Nasdaq PSX matched market share
0.1
%
0.3
%
0.2
%
0.3
%
Total matched market share executed on Nasdaq’s exchanges
14.4
%
16.1
%
15.6
%
16.5
%
Market share reported to the FINRA/Nasdaq Trade Reporting Facility
47.6
%
40.9
%
44.3
%
36.7
%
Total market share (9)
62.0
%
57.0
%
59.9
%
53.2
%
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq’s exchanges
669,234
637,403
651,455
666,411
Total average daily value of shares traded (in billions)
$
4.5
$
4.5
$
4.5
$
4.5
Total market share executed on Nasdaq’s exchanges
70.9
%
72.0
%
71.9
%
71.0
%
Fixed Income and Commodities Trading and Clearing
Fixed Income
Total average daily volume of Nasdaq Nordic and Nasdaq Baltic fixed income contracts
91,471
93,128
93,747
95,625
(1) Annualized Recurring Revenue (ARR) for a given period is the current annualized value derived from subscription contracts with a defined contract value. This excludes contracts that are not recurring, are one-time in nature, or where the contract value fluctuates based on defined metrics. ARR is currently one of our key performance metrics to assess the health and trajectory of our recurring business. ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. For AxiomSL and Calypso recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for AxiomSL and Calypso recurring revenue contracts that include annual values that increase over time, we include in ARR only the annualized value of components of the contract that are considered active as of the date of the ARR calculation. We do not include the future committed increases in the contract value as of the date of the ARR calculation. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.
(2) New listings include IPOs, issuers that switched from other listing venues, closed-end funds and separately listed ETPs. For the three months ended December 31, 2024 and 2023, IPOs included 22 and 8 SPACs, respectively. For the years ended December 31, 2024 and 2023, IPOs included 50 and 27 SPACs, respectively.
(3) New listings include IPOs and represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of Nasdaq First North.
(4) Number of total listings on The Nasdaq Stock Market for the twelve months ended December 31, 2024 and December 31, 2023 included 768 and 600 ETPs, respectively.
(5) Represents companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of Nasdaq First North.
(6) The number of listed ETPs as of December 31, 2023 has been updated to reflect a revised methodology whereby an ETP listed on multiple exchanges is counted as one product, rather than formerly being counted per exchange. This change has no impact on reported AUM.
(7) Trailing 12-months.
(8) Includes Finnish option contracts traded on Eurex for which Nasdaq and Eurex had a revenue sharing arrangement, which ended in the fourth quarter of 2023.
(9) Includes transactions executed on The Nasdaq Stock Market’s, Nasdaq BX’s and Nasdaq PSX’s systems plus trades reported through the Financial Industry Regulatory Authority/Nasdaq Trade Reporting Facility.
