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MIL-OSI USA: Warren Questions Private Equity Executive Who Helped Bankrupt Steward Hospitals, Feinberg Squirms Without Answers

US Senate News:

Source: United States Senator for Massachusetts – Elizabeth Warren

February 25, 2025

Trump Nominee Seeks A Top Pentagon Leadership Role

Video of Exchange (YouTube)

Washington, D.C. – At a hearing of the Senate Armed Services Committee, U.S. Senator Elizabeth Warren (D-Mass.) questioned Mr. Stephen A. Feinberg, President of Cerberus Capital Management and nominee for Deputy Secretary of Defense, about his troubled private equity history and his qualifications for the job of second-in-command at the Pentagon.

Senator Warren called out Mr. Feinberg’s involvement in Steward Health Care, a now-bankrupt hospital system, which once owned 31 hospitals nationwide. In Massachusetts specifically, Mr. Feinberg enriched himself and his investors at the expense of the hospitals, sucking out over $700 million while leaving the hospitals understaffed, underresourced, and severely indebted. In part due to his corporate extraction, the system went bankrupt and, two Massachusetts hospitals shut down for good, leaving Massachusetts communities without access to the care they need.

Mr. Feinberg claimed Steward hospitals were doing “well” at the time Cerberus sold the company. However, “[m]any Steward hospitals were financially struggling as Cerberus began to make its exit in 2020,” according to the Private Equity Stakeholder Project. More importantly, before he left, Mr. Feinberg sold the hospitals’ real estate, cashing out the profits but leaving the hospitals with massive liabilities in the form of years of increasing lease payments for the land they used – a key factor in the hospitals’ 2024 bankruptcy.

Mr. Feinberg claimed he “turned [Steward] around, fixed them, grew them, [and] had a tremendous amount of success.” However, he slashed a full medical center, a primary and specialty care unit, a surgery department, an urgent care department, and a VA Clinic at a Quincy Medical Center, leaving nothing but an emergency room. Additionally, just two years after Cerberus took over Steward, nurses in Massachusetts filed more than 1,000 “unsafe staffing” complaints, a significant increase from previous years.

Transcript: Hearing to Consider the Nomination of Mr. Stephen A. Feinberg to be Deputy Secretary of Defense
U.S. Senate Armed Services Committee
February 25, 2025

Senator Elizabeth Warren: So, Mr. Feinberg, you’ve been nominated to be Deputy Secretary of Defense, in charge of DOD’s $850 billion budget. Your main qualification is that you have built one of the world’s largest private equity companies. You’ve spent your entire career honing the private equity tools used to hollow out businesses, from department stores to veterinary practices. And, presumably, those are the skills that you would bring to the Department of Defense. So, I just want to look at how that’s worked.

Let’s start with how you treat people. In Massachusetts, in 2010, your private equity firm bought six non-profit hospitals, turned them into for-profit hospitals called Steward. Ten years later you cashed out, having made a profit a little shy of a billion dollars, and leaving behind a hospital system that was staggered under a load of debt and, four years later, collapsed into bankruptcy.

Now, Mr. Feinberg, when we met in my office, you told me that your private equity outfit made an average 23% annual return each year that you owned our hospitals. If Steward nurses had gotten the same 23% salary increases that your investors effectively got every year, do you know how much they would be paid at the time you sold off your hospitals?

Mr. Stephen A. Feinberg, nominee for Deputy Secretary of Defense: Well, I do know that in 2010, the hospitals were going under, and we were asked –

Senator Warren: I’m sorry, Mr. Feinberg, we’re going to have very limited time here and I actually want to spend it on your qualifications to do this job. And it’s about how you treat people. The average nurse in the Steward hospitals at the time you bought them made $85,120.

At a 23% annual raise, how much money would they be making right now?

Mr. Feinberg: I’m not going to do the math, but what I could tell you –

Senator Warren: Okay, I’ll do the math for you. $829,828. Now, of course, the nurses didn’t do that well. During that same period of time, Carney Hospital, one of the hospitals you bought in Massachusetts, raised nurse salaries about 1.5% a year – and that was the best increase across the Steward hospitals that you were running.

Mr. Feinberg: That’s incorrect.

Senator Warren: In other words, you seem to think that when it is time to reorganize a business, that equity should get about fifteen times as much return on their investment as the people who actually do the work.

So, let’s take a look at the second issue, and that is maintaining critical functions –

Mr. Feinberg: Senator, would you like me to respond to Steward? Because a lot of inaccurate statements.

Senator Warren: We need to make cuts at the Department of Defense, but we also need to maintain our national security.

Chair Wicker: Mr. Feinberg, she’s entitled to make a speech.

Mr. Feinberg: I apologize.

Chair Wicker: She’s entitled to go on and on.

Senator Warren: So let’s go back to Steward Hospitals. Did you cut fat or cut vital functions?

Now, Mr. Feinberg, the town of Quincy used to have a full medical center, with primary and specialty care, a surgery department, an urgent care department, and a VA Clinic. That was its basic function. After your private equity company finished with it, what was left?

Mr. Feinberg: Well, when we exited the investment in 2020, the company was doing well –

Senator Warren: I’m asking what was left of the Quincy hospital. When you took it over –

Chair Wicker: Now, Senator, he’s trying to answer a question. You finally stopped for a breath.

Senator Warren: Well, that’s what I’m asking –

Chair Wicker: Do you intend to let him at least have maybe 20, 30 seconds to answer a question?

Senator Warren: Well, can I have my time back?

Chair Wicker: Yes, I said you’re entitled to make a speech, but you stopped for – you stopped with a question mark and he started to try to answer the question.

Senator Warren: All right, what’s the answer to the question? What was left of the Quincy hospital? That was my question.

Mr. Feinberg: Lots happened after we exited. And there has been mismanagement. We did save –

Senator Warren: My clarifying question: what was left when you exited?

Mr. Feinberg: I’m not certain about that –

Senator Warren: It was an emergency room, and nothing more.

Mr. Feinberg: But, but, we took those hospitals from collapse in 2010 – we were going to shut it down as the tenth largest employer in Massachusetts, turned them around, fixed them, grew them, had a tremendous amount of success, worked closely with the governor, and the problems with Steward happened after we exited the investment.

Senator Warren: I am asking about questions as you exited and during the period of time you ran it. Now, of course, a hospital is supposed to provide good quality care—and that takes qualified nurses and other staffers. Mr. Feinberg, for the hospitals that didn’t close down, during the time you ran it, do you know how many “unsafe staffing” complaints were filed?

Mr. Feinberg: I do know the vast majority of problems happened after we left. And by the way, our nurses were among the highest paid in the country.

Senator Warren: Is that a no, that you don’t know how much? How many “unsafe staffing” complaints were filed?

Mr. Feinberg: I don’t know.

Senator Warren: Well, let me tell you. There were over a thousand filed, that is five times the normal rate in Massachusetts.

Mr. Feinberg: What year was that?

Senator Warren: These are the years that you were in control. For the two hospitals –

Chair Wicker: Senator Warren, perhaps you would like to take another round?

Senator Warren: No, I’d like to just finish. I just have a quote.

Chair Wicker: Your time is expired, Senator. Your time is expired.

Senator Warren: I spent a great deal of that time listening to the Chairman telling me how I have to conduct my questions.

Chair Wicker: The senator’s time is expired.

Senator Warren: Could I just close?

Chair Wicker: Senator Sullivan.

Senator Warren: Could I just close, Mr. Chairman? I’d just like to say why I care about this issue.

Chair Wicker: The senator’s time has expired. She can have another round.

MIL OSI USA News –

February 26, 2025

MIL-OSI: Intapp announces Partner Forum 2025 Award winners

Source: GlobeNewswire (MIL-OSI)

PALO ALTO, Calif. , Feb. 25, 2025 (GLOBE NEWSWIRE) — Intapp (NASDAQ: INTA), a leading global provider of AI-powered solutions for professionals at advisory, legal, and capital markets firms, today announced the winners of its Partner Forum 2025 Awards.

Given in four categories –– Data Intelligence, Integration Excellence, Client Impact, and Deal Catalyst –– the awards recognize demonstrable client success.

The 2025 winners are:

Moody’s: Intapp Data Intelligence Award — Moody’s was chosen for its excellence in providing integrated data, intelligence, and insights that drive value for mutual clients.
Equilar: Intapp Integration Excellence Award — Equilar was chosen for its ability to integrate its products with Intapp solutions to deliver exceptional client experiences.
Legalytics: Intapp Client Impact Award — Legalytics was chosen for its ability to enhance value for clients while helping them successfully implement and adopt Intapp software.
Harbor: Intapp Deal Catalyst Award — Harbor was chosen for its outstanding collaboration and ability to jointly design winning solutions for shared clients. (Winners in this category are nominated and chosen by Intapp.)

“We’re thrilled to announce the winners of our inaugural Partner Forum Awards,” said Sebastian Hartmann, Vice President of Alliances and Partners at Intapp. “Intapp’s partner ecosystem continues to be an important cornerstone of our company’s strategy and the Intapp Intelligent Cloud. It’s exciting to recognize our partners for their innovation and to showcase our mutual success.”

Partner Forum 2025 Award winners were selected by a panel of judges based on self-submitted award applications, partnership performance metrics, and results delivered against client objectives. Winners were announced at Intapp’s Partner Forum event in New York City.

About Intapp
Intapp software helps professionals unlock their teams’ knowledge, relationships, and operational insights to increase value for their firms. Using the power of Applied AI, we make firm and market intelligence easy to find, understand, and use. With Intapp’s portfolio of vertical SaaS solutions, professionals can apply their collective expertise to make smarter decisions, manage risk, and increase competitive advantage. The world’s top firms — across accounting, consulting, investment banking, legal, private capital, and real assets — trust Intapp’s industry-specific platform and solutions to modernize and drive new growth. For more information, visit intapp.com and LinkedIn.

Contact:
Ali Robinson
Global Media Relations Director
press@intapp.com

The MIL Network –

February 26, 2025

MIL-OSI Global: AI-detection software isn’t the solution to classroom cheating — assessment has to shift

Source: The Conversation – Canada – By Michael Holden, Assistant Professor, Faculty of Education, University of Winnipeg

Two years since the release of ChatGPT, teachers and institutions are still struggling with assessment in the age of artificial intelligence (AI).

Some have banned AI tools outright. Others have turned to AI tools only to abandon them months later or have called for teachers to embrace AI to transform assessment.

The result is a hodgepodge of responses, leaving many kindergarten to Grade 12 and post-secondary teachers to make decisions about AI use that may not be aligned with the teacher next door, institutional policies, or current research on what AI can and cannot do.

One response has been to use AI detection software, which rely on algorithms to try to identify how a specific text was generated.

AI detection tools are better than humans at spotting AI-generated work. But they’re a sufficiently imperfect solution, and they do nothing to address the core validity problem of designing assessments where we can be confident in what students know and can do.

Teachers using AI detectors

A recent American survey, based on nationally representative surveys of K-12 public school teachers published by the Center for Democracy and Technology, reported that 68 per cent of teachers use AI detectors.

This practice has also founds its way into some Canadian K-12 schools and universities.

AI detectors vary in their methods. Two common approaches are to check for qualities described as “burstiness,” referring to alternating and short and long sentences (the way humans tend to write) and complexity (or “perplexity”). If an assignment does not have the typical markers of human-generated text, the software may flag it as AI-generated, prompting the teacher to begin an investigation for academic misconduct.

To its credit, AI detection software is more reliable than human detection. Repeated studies across contexts show humans — including teachers and other experts — are incapable of reliably distinguishing AI-generated text, despite teachers’ confidence that they can spot a fake.

Teachers should not be confident they can spot AI-generated text. Icons for apps DeepSeek and ChatGPT on a smartphone screen in Beijing, Jan. 28, 2025.
(AP Photo/Andy Wong)

Accuracy of detectors varies

While some AI detection tools are unreliable or biased against English language learners, others seem to be more successful. However, what success rates should really signal for educators is questionable.

Turnitin boasts that their AI detector has a 99 per cent success rate, vis-à-vis their near one per cent rate of false positives (that is, the number of human-generated submissions their tool incorrectly flags as AI-generated). This accuracy has been challenged by a recent study that found Turnitin only detected AI-generated text about 61 per cent of the time.

The same study suggested how different factors could shape accuracy results. For example, GPTZero’s accuracy may be as low as 26 per cent, especially if students edit the output an AI tool generates. Yet a different study of the same detector suggested a wide range of results (for example, between 23 and 82 per cent accuracy or 74 and 100 per cent accuracy).

Considering numbers in context

The value of a percentage depends on its context. In most courses, being correct 99 per cent of the time is exceptional. It’s above the most common threshold for statistical significance in academic research, which is often set at 95 per cent.

But a 99 per cent success rate would be atrocious in air travel. There, a 99 per cent success rate would mean around 500 accidents every day in the United States alone. That level of failure would be unacceptable.

To suggest what this could look like: at an institution like mine, the University of Winnipeg, about 10,000 students submit multiple assignments — we could ballpark five, for argument’s sake — for around five courses every year.

That would be about 250,000 assignments every year. There, even a 99 per cent success rate means roughly 2,500 failures. That’s 2,500 false positives where students did not use ChatGPT or other tools, but the AI detection software flags them for possible use of AI, potentially initiating hours of investigative work for teachers and administrators alongside stress for students who may be falsely accused of cheating.

Time wasted investigating false positives

While AI detection software merely flag possible problems, we’ve already seen that humans are unreliable detectors. We cannot tell which of these 2,500 assignments are false positives, meaning cheaters will still slip through the cracks and precious teacher time will be wasted investigating innocent students who did nothing wrong.

This is not a new problem. Cheating has been a major concern long before ChatGPT. Ubiquitous AI has merely shed a spotlight on a long-standing validity problem.

When students can plagiarize, hire contract cheaters, rely on ChatGPT or have their friend or sister write the paper, relying on take-home assessments written outside class time without any teacher oversight is indefensible. I cannot presume that such forms of assessment represent the student’s learning, because I cannot reliably discern if the student actually wrote them.

Need to change assessment

The solution to taller cheating ladders is not taller walls. The solution is to change how we are assessing — something classroom assessment researchers have been advocating for long before the onset of AI.

Just as we don’t spend thousands of dollars on “did-their-sister-write-this” detectors, schools should not rest easy simply because AI detection companies have a product to sell. If educators want to make valid inferences about what students know and can do, assessment practices are needed that emphasize ongoing formative assessment (like drafts, works-in-progress and repeated observations of student learning).

These need to be rooted in authentic contexts relevant to students’ lives and their learning that centre comprehensive academic integrity as a shared responsibility of students, teachers and system leaders — not just a mantra of “don’t cheat and if we catch you we will punish you.”

Let’s spend less on flawed detection tools and more on supporting teachers to develop their assessment capacity across the board.

Michael Holden 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.

– ref. AI-detection software isn’t the solution to classroom cheating — assessment has to shift – https://theconversation.com/ai-detection-software-isnt-the-solution-to-classroom-cheating-assessment-has-to-shift-246102

MIL OSI – Global Reports –

February 26, 2025

MIL-OSI USA: ICYMI: “President Trump is making America expensive again,” Senator Coons warns Fox News readers in new op-ed

US Senate News:

Source: United States Senator for Delaware Christopher Coons
WASHINGTON – In case you missed it, U.S. Senator Chris Coons (D-Del.) wrote an op-ed for Fox News today telling readers how President Trump’s harmful economic policies are increasing inflation and raising the price of everyday goods.
Despite claiming repeatedly last year that he’d address inflation “on day one,” inflation is rising on Trump’s watch, back over 3% for the first time in over half a year and expected to continue going up. Nearly two-thirds of voters say Trump isn’t doing enough to reduce costs.
President Trump’s coming policies certainly won’t help matters. As Senator Coons writes, Trump’s tariffs on all imports from Mexico and Canada will make groceries and housing more expensive. His mass deportation efforts will also wipe out huge chunks of the workforce in sensitive industries. President Trump is already one of the least popular presidents after one month in office in modern history, Senator Coons tells Fox News readers, and his economic ideas seem unlikely to help matters.
Fox News: Sen. Chris Coons: Trump’s inflationary policies making America expensive again
One month into his term, President Trump is making America expensive again, and everyone is feeling the pain.
Last year, President Donald Trump ran against inflation, saying when he accepted the Republican presidential nomination last July and throughout his campaign that “starting on day one, we will drive down prices and make America affordable again.”
…
After one month, we’re beginning to see the direction Trump is taking our economy, and it’s not pretty. Groceries are more expensive than ever. The price of eggs is setting new records every day. Inflation is back over 3% for the first time in eight months. The nonpartisan experts at the Federal Reserve expect inflation to keep rising.
It’s no wonder that there’s only been one president in modern history who has been less popular with the American people after one month in office than Donald Trump is right now: Trump again, back in 2017.
…
Over the coming months, Trump’s policies will continue to push prices higher, none more than his aggressive tariff proposals. He has already imposed an additional 10% tariff on everything we import from China – one of our three largest trading partners. In less than two weeks, he has promised to implement additional 25% tariffs on Mexico and Canada – our other two largest trading partners – followed soon after by 25% tariffs on steel, aluminum, automobiles, pharmaceuticals and microchips.
Tariffs are simply a tax that gets passed down to consumers. If a retailer pays an additional 10% or 25% to import a refrigerator or a car, the company is simply going to increase the sticker price at the store. As more of Trump’s tariffs go into effect, costs will rise on everything from the Canadian lumber we use to build our houses to Mexican tomatoes and lemons we buy at the supermarket.
READ MORE HERE

MIL OSI USA News –

February 26, 2025

MIL-OSI USA: Crapo Joins Risch to Introduce Bill to End Taxpayer Funded Handouts to Illegal Immigrants

US Senate News:

Source: United States Senator for Idaho Mike Crapo

Washington, D.C.–U.S. Senator Mike Crapo (R-Idaho) joined Senator Jim Risch (R-Idaho) in introducing the No Bailout for Sanctuary Cities Act, which would block federal funding to sanctuary cities intended to benefit illegal immigrants.
The bill aligns with President Trump’s Executive Order “Ending Taxpayer Subsidization of Open Borders,” which blocks federal agencies and programs from providing taxpayer-funded services to illegal immigrants.
“Not a single taxpayer dollar should be used to provide unwarranted hand-outs to non-citizen migrants or to cities giving them any unearned financial advantages,” said Crapo. “Federal resources should be used to secure the borders, not invite and encourage illegal immigration.”
“Sanctuary cities abuse taxpayer dollars and fuel the illegal immigration crisis,” said Risch. “My No Bailout for Sanctuary Cities Act stops these jurisdictions from using federal funding to directly give handouts to illegal immigrants.”
Additional co-sponsors of the legislation include Senators Steve Daines (R-Montana), Tim Sheehy (R-Montana), Eric Schmitt (R-Missouri), Pete Ricketts (R-Nebraska), Mike Lee (R-Utah), Jim Banks (R-Indiana) and Cindy Hyde-Smith (R-Mississippi). Representative Nick LaLota (R-New York) introduced companion legislation in the U.S. House of Representatives.
The No Bailout for Sanctuary Cities Act would:
Define “sanctuary jurisdiction” as any local or state government entity that withholds information regarding an individual’s citizenship status from federal, state or other local authorities; and
Prevent sanctuary jurisdictions from receiving federal funds for the specific benefit of illegal immigrants.

MIL OSI USA News –

February 26, 2025

MIL-OSI: First Commerce Bancorp, Inc. Announces Additions to Its Board and Management

Source: GlobeNewswire (MIL-OSI)

LAKEWOOD, N.J., Feb. 25, 2025 (GLOBE NEWSWIRE) — First Commerce Bancorp, Inc., (the “Company”) (OTC: CMRB), the holding company for First Commerce Bank, (the “Bank”), proudly announces the addition of several individuals to the Bank’s Board of Directors and Management Team. The Bank has added two new members to its Board of Directors: Mr. Aaron Bookman and Mr. Stanley Koreyva.

Commenting on their attributes and experience, Chairman Thomas P. Bovino remarked, “Mr. Bookman, a seasoned corporate finance executive and CPA, brings over 25 years of experience leading large public companies. With deep roots in the Lakewood community, he has demonstrated a strong commitment to both shareholder value and corporate governance. His expertise in financial strategy and operational leadership will enhance the Board’s ability to navigate today’s dynamic financial landscape. Mr. Koreyva, a former senior banking executive, brings many years of successful and disciplined banking and regulatory experience to the Board with a fresh and independent perspective regarding relationship building and value creation. His extensive familiarity of industry challenges will assist the independent Board members in understanding the intricate aspects of today’s banking environment. We welcome both gentlemen to our Board of Directors and look forward to their contributions in the many diverse facets of the complex industry and communities that we endeavor to serve.”

Additionally, the Bank has recently bolstered its Business Development and Risk Management teams by hiring several successful senior level Business Development Officers, Community Banking Specialists and Risk Professionals. With respect to Business Development and Relationship Management, the Bank has hired: Mr. Leonard Allen, VP/Business Banking Officer; Mr. Daniel Dunn, VP/Treasury Management Officer; Mr. Matteo DiGrigoli, Retail Sales & Service Officer; Ms. Wendy Glatz-Akmentins, AVP/Branch Manager and Mr. Logan Cheow, AVP/Relationship Manager. The hiring of these experienced bankers demonstrates the Bank’s continued commitment to a superior customer experience by offering quality personalized service to our business and retail clients.

Further, as the Bank continues its organic growth by providing a more diverse menu of products and services for its clients, it is imperative that the Bank maintain robust risk management protocols. To that effect, the Bank acquired the services of Daniel Beagle, SVP/Chief Risk Officer to oversee the Risk Management function of the Bank. Mr. Beagle has a proven track record in effectively managing risk over his 30+ years in the banking and insurance industries.

On the acquisition of their talents, President & CEO Donald Mindiak commented, “through the disruption created by recent merger and acquisition activity within our industry, the Bank was able to secure the services of these exceptionally talented and experienced banking professionals. Each brings a distinctly unique and comprehensive skill set to our Bank, with a dedication to professionalism and service to customer and community alike. We are extremely proud of these hires and look forward to their positive contribution of creating an enhanced customer service experience as well as a heightened level of value creation for our shareholder base.”

About First Commerce Bancorp, Inc.

First Commerce Bancorp, Inc, is a financial services organization headquartered in Lakewood, New Jersey. The Bank, the Company’s wholly owned subsidiary, provides businesses and individuals a wide range of loans, deposit products and retail and commercial banking services through its branch network located in Allentown, Bordentown, Closter, Englewood, Fairfield, Freehold, Jackson, Lakewood, Robbinsville and Teaneck, New Jersey. For more information, please go to www.firstcommercebk.com.

Forward-Looking Statements

This release, like many written and oral communications presented by First Commerce Bancorp Inc., and our authorized officers, may contain certain forward-looking statements regarding our prospective performance and strategies 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. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of said safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are generally identified by use of the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such as “could,” “may,” “should,” “will,” “would,” or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results.

In addition to the factors previously disclosed in prior Bank communications and those identified elsewhere, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the impact of changes in interest rates and in the credit quality and strength of underlying collateral and the effect of such changes on the market value of First Commerce Bank’s investment securities portfolio; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; difficult market conditions and unfavorable economic trends in the United States generally, and particularly in the market areas in which First Commerce Bank operates and in which its loans are concentrated, including the effects of declines in housing market values; the effects of the recent turmoil in the banking industry (including the failures of two financial institutions); inflation; customer acceptance of the Bank’s products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with certain corporate initiatives; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and actions of governmental agencies and legislative and regulatory actions and reforms and the impact of a potential shutdown of the federal government.

Media Contact:

Donald Mindiak
President and Chief Executive Officer
dmindiak@firscommercebk.com

The MIL Network –

February 26, 2025

MIL-OSI: AMMO, Inc. Received Notification of Deficiency from Nasdaq Related to Delayed Filing of Quarterly Report on Form 10-Q

Source: GlobeNewswire (MIL-OSI)

SCOTTSDALE, Ariz., Feb. 25, 2025 (GLOBE NEWSWIRE) — AMMO, Inc. (Nasdaq: POWW, POWWP) (“AMMO,” “we,” “us,” “our” or the “Company”), the owner of GunBroker.com, the largest online marketplace serving the firearms and shooting sports industries, and a leading vertically integrated producer of high-performance ammunition and components, today announced that it received an expected additional deficiency notification letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) on February 19, 2025 (the “Notice”). The Notice indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the quarter ended December 31, 2024 (the “Form 10-Q”), as described more fully in the Company’s Form 12b-25 Notification of Late Filing filed with the Securities and Exchange Commission (the “SEC”) on February 10, 2025 (the “Form 12b-25”). The Listing Rule requires Nasdaq-listed companies to timely file all required periodic financial reports with the SEC.

As reported in the Form 12b-25, the Form 10-Q cannot be filed within the prescribed time period without unreasonable effort or expense because (i) the Audit Committee of the Board of Directors, in consultation with the Company’s management, has determined that the financial statements for certain historical periods must be restated and (ii) an independent investigation (the “Investigation”) conducted by a law firm retained by a Special Committee of the Board of Directors of the Company, while nearing its conclusion, is still ongoing.

The Company has until March 6, 2025, to submit an updated plan to regain compliance with the Listing Rule (the “Updated Plan”). The Company intends to timely submit the Updated Plan. Pursuant to the Notice, if Nasdaq accepts the Updated Plan, Nasdaq has the discretion to grant the Company an exception of up to 180 calendar days (the “Compliance Period”) from the due date of the Company’s initial delinquent filing, or until May 19, 2025, to regain compliance with the Listing Rule. While the Company cannot provide specific timing regarding the filing of the Form 10-Q, the Company continues to work diligently to complete the Form 10-Q and intends to file the Form 10-Q as soon as practicable to regain compliance with the Listing Rule within the Compliance Period.

No assurance can be given that the Company will be able to regain compliance with the Listing Rule or maintain compliance with the other continued listing requirements set forth in the Nasdaq Listing Rules. If the Company does not regain compliance with the Listing Rule within the Compliance Period, Nasdaq could provide notice that the Company’s securities will become subject to delisting. If the Company receives notice that its securities are being delisted, Nasdaq rules permit the Company to appeal any delisting determination by Nasdaq staff to a hearings panel.

The Notice has no immediate effect on the listing of the Company’s common stock or preferred stock on Nasdaq.

About AMMO, Inc.

With its corporate offices headquartered in Scottsdale, Arizona, AMMO designs and manufactures products for a variety of aptitudes, including law enforcement, military, sport shooting and self-defense. The Company was founded in 2016 with a vision to change, innovate and invigorate the complacent munitions industry. AMMO promotes its own branded munitions, including its patented STREAK^™ Visual Ammunition, /stelTH/^™subsonic munitions, and armor piercing rounds for military use. For more information, please visit: www.ammo-inc.com.

About GunBroker.com

GunBroker.com is the largest online marketplace dedicated to firearms, hunting, shooting and related products. Aside from merchandise bearing its logo, GunBroker.com currently sells none of the items listed on its website. Third-party sellers list items on the site and Federal and state laws govern the sale of firearms and other restricted items. Ownership policies and regulations are followed using licensed firearms dealers as transfer agents. Launched in 1999, GunBroker.com is an informative, secure and safe way to buy and sell firearms, ammunition, air guns, archery equipment, knives and swords, firearms accessories and hunting/shooting gear online. GunBroker.com promotes responsible ownership of guns and firearms. For more information, please visit: www.gunbroker.com.

Cautionary Note Regarding Forward Looking Statements

This press release contains express or implied “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “target,” “believe,” “expect,” “will,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, among others, statements regarding the Company’s intent to timely submit the Updated Plan and the Company’s plans and expectations about the completion and filing of the Form 10-Q. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Company management’s current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. Important factors that could cause actual results to differ materially from those described in forward-looking statements include, but are not limited to, the timing of completion of the Investigation; Nasdaq’s acceptance of the Updated Plan, and the duration of any extension that may be granted by Nasdaq; the potential inability to meet Nasdaq’s continued listing requirements; uncertainties associated with the Company’s preparation of the Form 10-Q and the related financial statements, including the possibility that accounting errors or corrections will be identified; and the possibility of additional delays in the filing of the Form 10-Q and the Company’s other SEC filings. Therefore, investors should not rely on any of these forward-looking statements and should review the risks and uncertainties described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on June 13, 2024, and additional disclosures the Company makes in its other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Forward-looking statements are made as of the date of this press release, and except as provided by law, the Company expressly disclaims any obligation or undertaking to any update forward-looking statements.

Investor Contact:
CoreIR
Phone: (212) 655-0924
IR@ammo-inc.com

Source: AMMO, Inc.

The MIL Network –

February 26, 2025

MIL-OSI: FHLBank San Francisco Names Michael S. Hennessy Chief Financial Officer

Source: GlobeNewswire (MIL-OSI)

SAN FRANCISCO, Feb. 25, 2025 (GLOBE NEWSWIRE) — The Federal Home Loan Bank of San Francisco announced today the promotion of Michael S. Hennessy to the position of executive vice president and chief financial officer, effective April 1, 2025. Hennessy will succeed Joseph E. Amato, the current CFO who is also serving as the interim president and CEO while the bank’s board of directors conducts a search for a permanent chief executive officer.

Hennessy currently serves as senior vice president, finance and analytics officer, overseeing financial planning and budgeting, capital markets analysis, valuations and analytics, and liquidity management. He has been with the bank for nearly 20 years, holding roles of increasing responsibility. In his new position, he will oversee accounting and financial reporting, treasury and capital markets, strategic planning, and portfolio strategy, ensuring the bank’s continued financial strength and stability.

“Mike’s deep understanding of the bank and the broader financial industry has been invaluable in advancing our mission of providing liquidity to our members and investing in communities,” said Joseph E. Amato, interim president and CEO. “His leadership and expertise will be important in shaping and executing the bank’s strategy. His deep expertise and knowledge of this Bank and the critical role the FHLBank System plays in our financial system will be a tremendous asset in his new role.”

Hennessy remarked he is honored to step into the role and continue his work with the team to support the Bank’s goals. “I look forward to driving financial excellence and advancing our mission by supporting our members and continuing to deliver on our liquidity function,” said Hennessy.

Hennessy joined the bank in 2005 and has played a key role in various financial and strategic initiatives. He represented the FHLBank System on the U.S. Commodity Futures Trading Commission’s Market Risk Advisory Committee from 2015 to 2018. Before joining the bank, he was a vice president in fixed income sales and trading at both Lehman Brothers and Bank of America.

Hennessy received his bachelor’s degree in economics and molecular and cell biology from the University of California, Berkeley, and is a CFA charter holder.

About the Federal Home Loan Bank of San Francisco
The Federal Home Loan Bank of San Francisco is a member-driven cooperative helping local lenders in Arizona, California, and Nevada build strong communities, create opportunity, and change lives for the better. The tools and resources we provide to our member financial institutions — commercial banks, credit unions, industrial loan companies, savings institutions, insurance companies, and community development financial institutions — propel homeownership, finance quality affordable housing, drive economic vitality, and revitalize whole neighborhoods. Together with our members and other partners, we are making the communities we serve more vibrant, equitable, and resilient.

The MIL Network –

February 26, 2025

MIL-OSI: Condor Production in Uzbekistan Surpasses 12,000 boepd

Source: GlobeNewswire (MIL-OSI)

CALGARY, Alberta, Feb. 25, 2025 (GLOBE NEWSWIRE) — Condor Energies Inc. (“Condor” or the “Company”) (TSX: CDR), a Canadian based energy transition company is pleased to announce daily gas and condensate production has averaged 12,004 boepd during the past six days on the production enhancement project it operates in Uzbekistan. This represents a 5% increase from the previous five day average of 11,455 boepd that was disclosed on February 19, 2025.

Workover operations continue that are focused on Carbonate formation intervals where material production gains have been realized. At least five additional well candidates have been identified with similar geologic characteristics using a combination of legacy data and reprocessed 3-D seismic data. Over the coming weeks, these wells will be evaluated to identify potential pay intervals and perforated accordingly. The Company is currently operating two workover rigs and a wireline unit. A third workover rig and second wireline unit with advanced evaluation tools from a North American based services provider is mobilizing to Uzbekistan.

ABOUT CONDOR ENERGIES INC

Condor Energies Inc is a TSX-listed energy transition company that is uniquely positioned on the doorstep of European and Asian markets with three distinct first-mover energy security initiatives: increasing natural gas and condensate production from its existing fields in Uzbekistan; an ongoing project to construct and operate Central Asia’s first LNG ‘lower carbon fuel’ diesel substitution facility in Kazakhstan; and a separate initiative to develop and produce critical minerals from brines in Kazakhstan. Condor has already built a strong foundation for reserves, production and cashflow growth while also striving to minimize its environmental footprint.

FORWARD-LOOKING STATEMENTS

Certain statements in this news release constitute forward-looking statements under applicable securities legislation. Such statements are generally identifiable by the terminology used, such as “anticipate”, “appear”, “believe”, “intend”, “expect”, “plan”, “estimate”, “budget”, “outlook”, “scheduled”, “may”, “will”, “should”, “could”, “would”, “in the process of” or other similar wording. Forward-looking information in this news release includes, but is not limited to, information concerning: the timing and ability to identify candidates with similar geologic characteristics; the timing and ability to identify potential pay intervals; the timing and ability to perforate the identified wells; the timing and ability to complete workovers on the next five well candidates and have them produce at commercial gas rates; the timing and ability to mobilize a third workover rig and second wireline unit; and the timing and ability to access and evaluate future Cretaceous channel sands.

ABBREVIATIONS

The following is a summary of abbreviations used in this news release:

boepd barrels of oil equivalent per day*

* Barrels of oil equivalent (“boe”) are derived by converting gas to oil in the ratio of six thousand standard cubic feet (“Mscf”) of gas to one barrel of oil based on an energy conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6 Mscf to 1 barrel, utilizing a conversion ratio at 6 Mscf to 1 barrel may be misleading as an indication of value, particularly if used in isolation.

The TSX does not accept responsibility for the adequacy or accuracy of this news release.

For further information, please contact Don Streu, President and CEO or Sandy Quilty, Vice President of Finance and CFO at 403-201-9694.

The MIL Network –

February 26, 2025

MIL-OSI Global: USAID’s apparent demise and the US withdrawal from WHO put millions of lives worldwide at risk and imperil US national security

Source: The Conversation – USA – By Nicole Hassoun, Professor of Philosophy, Binghamton University, State University of New York

USAID was established by President John F. Kennedy in 1961 as a way to consolidate existing foreign aid programs. JAM STA ROSA/AFP via Getty Images

On his first day in office, Jan. 20, 2025, President Donald Trump began a drastic reshaping of the United States’ role in global health as part of the first 26 executive orders of his new term.

He initiated the process of withdrawing the U.S. from the World Health Organization, which works to promote and advance global health, following through on his first attempt in 2020. He also ordered staff members of the Centers for Disease Control and Prevention to cut off all communications with WHO representatives.

In his first week, Trump also issued a stop-work order pending a 90-day review on nearly all programs of the United States Agency for International Development, or USAID.

Many experts view this as a first step in dismantling the organization, which facilitates global efforts to improve health and education and to alleviate poverty. The sweeping move left aid workers and the people who depend on them in a panic and interrupted dozens of clinical trials across the world.

President Trump’s executive order sparked legal action from international health care organizations, resulting in a federal judge ordering a temporary halt to the Trump administration’s freeze on foreign aid. Ultimately, that legal action was unsuccessful.

On Feb. 23, the Trump administration put nearly all of USAID’s 4,700 workers on paid administrative leave globally and stated that it would be terminating 1,600 of those positions.

Most recently, on Feb. 25, a federal judge ordered the Trump administration to allow some USAID funding to resume and required that it pay all of its invoices for work completed before the foreign aid freeze went into effect.

I am the executive director of the Global Health Impact project, an organization that aims to advance access to essential medicines in part by evaluating their health consequences around the world, and a researcher focusing on global health and development ethics and policy.

In my view and that of many other public health scholars, closing down USAID will imperil our national security and put millions of lives at risk.

Because of the USAID stop-work order, 500,000 metric tons of food are at risk of spoiling.

20 million with HIV treated

USAID works with both nongovernmental organizations and private companies to help distribute medicines and vaccines around the world. The agency also helps improve government policies and invest in research and development to contain and address epidemics and pandemics.

Starting in the late 1960s, for instance, USAID helped lead the effort to eliminate smallpox and has also helped fight polio and other devastating diseases over the past six decades.

The smallpox pandemic was one of the worst of all time – it killed one-third of the people infected, causing an estimated 300 million to 500 million deaths worldwide in the 20th century. By contrast, COVID-19 killed less than 1% of those infected.

These efforts have brought immense financial as well as health benefits to the U.S. and the rest of the world. Some economists estimate that the Global Polio Eradication Initiative, created in 1988, alone saved the world more than US$27 billion as of 2017, and that it will save a total of $40 billion to $50 billion by 2035.

USAID also plays an important role in promoting global health equity. The agency works to increase access to primary health care, combat hunger and strengthen health systems – ultimately saving lives. In addition, USAID has provided a great deal of funding to fight infectious diseases such as malaria, tuberculosis and HIV.

For instance, the U.S. President’s Emergency Plan for AIDS Relief, or PEPFAR, provides treatment for 20 million people living with HIV in Africa. Trump’s federal aid freeze has halted funding for PEPFAR projects.

While the limited waiver under which the agency must now operate means some PEPFAR activities may eventually resume, many are now left without federal funding indefinitely. Unless another organization fills the gap, millions will die without USAID assistance.

A 2022 photo of men in Afghanistan lining up to receive a monthly food ration, largely supplied by USAID.
Scott Peterson/Getty Images News via Getty Images

Mistakes made

This is not to deny that USAID has made some grave errors in its history.

For instance, USAID provided significant funding to the Democratic Republic of Congo (formerly Zaire) during the murderous regime of Mobutu Sese Seko, who was in power from 1965 to 1997.

But USAID also has done an immense amount of good. For instance, it has helped contain the Ebola epidemic in the Democratic Republic of Congo since 2018. USAID’s work in preventing epidemics from spreading helps people everywhere, including in the U.S.

If anything, there is a strong argument for increasing USAID funding. China has invested heavily in Asia and Africa through its Belt and Road Initiative, which is an attempt to recreate ancient trade routes by investing in roads, trains and ports. Some researchers argue that this has shifted diplomatic relations in favor of China. They believe that if the U.S. does not make similar investments and instead cuts foreign aid, it will affect the United States’ ability to achieve its foreign policy objectives.

Similarly, there is a strong argument for increasing U.S. support for the WHO rather than withdrawing from the organization.

Trump’s withdrawal order cites what he sees as the organization’s failures in addressing the COVID-19 pandemic as the rationale. But the WHO helped lead efforts to accelerate vaccine development and distribution, and retrospective reports claim that even more deaths could have been avoided with greater international cooperation.

While dismantling USAID will cause irreparable harm to global health, these actions taken together are likely to deal a devastating blow to efforts to protect Americans and everyone else in the world from sickness and death.

Alyssa Figueroa, an undergraduate student at Binghamton University, contributed to this article.

Nicole Hassoun has received funding for research from the World Health Organization and the United Nations. She is the executive director of Global Health Impact (global-health-impact.org) which participates in the Pandemic Action Network.

– ref. USAID’s apparent demise and the US withdrawal from WHO put millions of lives worldwide at risk and imperil US national security – https://theconversation.com/usaids-apparent-demise-and-the-us-withdrawal-from-who-put-millions-of-lives-worldwide-at-risk-and-imperil-us-national-security-249260

MIL OSI – Global Reports –

February 26, 2025

MIL-OSI United Nations: Success for polio campaign in Gaza while West Bank tensions continue

Source: United Nations MIL OSI b

25 February 2025 Humanitarian Aid

UN humanitarians reported on Tuesday that aid workers in Gaza supporting local health authorities have now managed to vaccinate nearly 550,000 children under 10 – nearly all those it aimed to reach.

The campaign has been extended until Wednesday to ensure full coverage, UN Spokesperson Stéphane Dujarric told journalists at the regular news briefing in New York, citing UN humanitarian coordinators.

As of Monday, the third day of the campaign, some 548,000 children had been inoculated, or 93 per cent of the target population.

Aid efforts continue

Humanitarian partners have been working to expand aid distribution since the fragile ceasefire began last month.

According to latest news reports, the Israeli Government is seeking to extend the first stage of the agreement, threatening to resume fighting without progress in talks this week on phase two.

The World Food Programme (WFP) has delivered over 30,000 metric tonnes of food, with more than 60 community kitchens across the Strip distributing nearly 10 million meals.

Similarly, the UN relief agency for Palestine refugees (UNRWA) has provided food parcels to two million people and flour to 1.3 million.

The UN Food and Agriculture Organization (FAO) also delivered animal feed in northern Gaza for the first time since the ceasefire, benefiting livestock-owning families in Gaza City and Deir al Balah.

Efforts are also underway by partner organizations to repair and reopen schools that had been used as shelters for displaced families in Rafah, Khan Younis, and Deir al Balah.

Biting cold claims lives

Despite the steady flow of aid, children in Gaza continue to suffer.

The head of Gaza’s Ministry of Health reported on Tuesday that six children died from the severe cold in recent days, bringing the total number of cold-related child deaths to 15, Mr. Dujarric said.

Ongoing military operations in the West Bank

In the West Bank the security situation remains volatile, with Israeli military operations in the north leading to further casualties, mass displacement and destruction of essential infrastructure.

A two-day military operation in Qabatiya, Jenin governorate, ended Monday, Mr. Dujarric said.

The operation involved bulldozers and exchanges of fire between Israeli forces and Palestinians, as well as detentions, disruption to electricity lines, water lines, and school closures.

“We once again warn that lethal, war-like tactics are being applied, raising concerns over use of force that exceeds law enforcement standards,” Mr. Dujarric emphasised.

MIL OSI United Nations News –

February 26, 2025

MIL-OSI New Zealand: Third Quarterly Investment Report released

Source: New Zealand Government

The Government has released its third Quarterly Investment Report as part of the drive to deliver better value for money from government expenditure and restore fiscal discipline, Associate Minister of Finance and Minister for Infrastructure Chris Bishop says.

“This is the third quarter where we are publishing the Government’s Quarterly Investment Report in our effort to provide the public better visibility of the government’s investment pipeline and portfolio, and to improve investment discipline and better performance from agencies.

“This report, prepared by the Treasury for the July to September 2024 period, shows incremental progress in terms of planning and delivery behaviours by agencies. Cabinet has made it very clear to agency Chief Executives that they need to drive improvements in their agencies regarding full and accurate data, robust business cases, and improved asset management.

“Getting this right is critical to ensuring the successful delivery of our strategic priorities such as the 30-year National Infrastructure Plan. Ministers will continue to closely monitor the progress and performance of major investments and take any steps required to put a project back on the right course.”

The next Quarterly Investment Report covering the October to December 2024 quarter will be released in May.

Note to Editors:

Quarterly Investment Reports are published to ensure that the status of investments is open and transparent. They are developed based on investment information that government agencies submit to the Treasury following the end of a quarter.

Agencies are responsible for the accuracy and completeness of investment information they submit to the Treasury. The Treasury does not edit or update agency information, save for correcting minor data formatting issues.

The Quarterly Investment Report for July to September 2024 information release can be accessed here: https://www.treasury.govt.nz/publications/information-release/quarterly-investment-report-july-september-2024-quarter

MIL OSI New Zealand News –

February 26, 2025

MIL-OSI USA: Woman Pleads Guilty to Scheme to Defraud Elvis Presley’s Family

Source: US State Government of Utah

A Missouri woman pleaded guilty today in the Western District of Tennessee for her role in a scheme to defraud Elvis Presley’s family of millions of dollars and to steal the family’s ownership interest in Graceland, Elvis Presley’s former home in Memphis, Tennessee.

According to court documents, Lisa Jeanine Findley, 53, of Kimberling City, orchestrated a scheme to conduct a fraudulent sale of Graceland — using a fake company, forged documents, and false court filings — by falsely claiming that Elvis Presley’s daughter had pledged Graceland as collateral for a loan that she failed to repay before her death. Findley threatened to foreclose on Graceland and auction it to the highest bidder if Elvis Presley’s family did not pay or settle the claim against the estate.

Findley pleaded guilty to one count of mail fraud. She is scheduled to be sentenced on June 18 and faces a maximum penalty of 20 years in prison. A federal district court judge will determine any sentence after considering the U.S. Sentencing Guidelines and other statutory factors.

Supervisory Official Antoinette T. Bacon of the Justice Department’s Criminal Division, Acting U.S. Attorney Reagan Taylor Fondren for the Western District of Tennessee, Inspector in Charge Eric Shen of the U.S. Postal Inspection Service (USPIS) Criminal Investigations Group, and Special Agent in Charge Joseph E. Carrico of the FBI Nashville Field Office made the announcement.

The USPIS and FBI Nashville Field Office are investigating the case.

Trial Attorney Aaron Henricks of the Criminal Division’s Fraud Section and Assistant U.S. Attorney Carroll L. André III for the Western District of Tennessee are prosecuting the case. Fraud Section Assistant Chief Cory E. Jacobs and Trial Attorney Christopher Fenton provided substantial assistance with the investigation and prosecution.

MIL OSI USA News –

February 26, 2025

MIL-OSI Security: Woman Pleads Guilty to Scheme to Defraud Elvis Presley’s Family

Source: United States Attorneys General

A Missouri woman pleaded guilty today in the Western District of Tennessee for her role in a scheme to defraud Elvis Presley’s family of millions of dollars and to steal the family’s ownership interest in Graceland, Elvis Presley’s former home in Memphis, Tennessee.

According to court documents, Lisa Jeanine Findley, 53, of Kimberling City, orchestrated a scheme to conduct a fraudulent sale of Graceland — using a fake company, forged documents, and false court filings — by falsely claiming that Elvis Presley’s daughter had pledged Graceland as collateral for a loan that she failed to repay before her death. Findley threatened to foreclose on Graceland and auction it to the highest bidder if Elvis Presley’s family did not pay or settle the claim against the estate.

Findley pleaded guilty to one count of mail fraud. She is scheduled to be sentenced on June 18 and faces a maximum penalty of 20 years in prison. A federal district court judge will determine any sentence after considering the U.S. Sentencing Guidelines and other statutory factors.

Supervisory Official Antoinette T. Bacon of the Justice Department’s Criminal Division, Acting U.S. Attorney Reagan Taylor Fondren for the Western District of Tennessee, Inspector in Charge Eric Shen of the U.S. Postal Inspection Service (USPIS) Criminal Investigations Group, and Special Agent in Charge Joseph E. Carrico of the FBI Nashville Field Office made the announcement.

The USPIS and FBI Nashville Field Office are investigating the case.

Trial Attorney Aaron Henricks of the Criminal Division’s Fraud Section and Assistant U.S. Attorney Carroll L. André III for the Western District of Tennessee are prosecuting the case. Fraud Section Assistant Chief Cory E. Jacobs and Trial Attorney Christopher Fenton provided substantial assistance with the investigation and prosecution.

MIL Security OSI –

February 26, 2025

MIL-OSI: AIX Announces Receipt of Minimum Bid Price Notice from Nasdaq

Source: GlobeNewswire (MIL-OSI)

GUANGZHOU, China, Feb. 25, 2025 (GLOBE NEWSWIRE) — AIX Inc. (NASDAQ: AIFU) (“AIX” or the “Company”), today announced that it has received a written notification from the staff of the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”), dated February 24, 2025, indicating that for the last 30 consecutive business days, the closing bid price for the Company’s American depositary shares (the “ADSs”) was below the minimum bid price of US$1.00 per share requirement set forth in Nasdaq Listing Rules 5450(a)(1). The Nasdaq notification letter has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.

Pursuant to the Nasdaq Listing Rules 5810(c)(3)(A), the Company is provided with a compliance period of 180 calendar days, or until August 25, 2025, to regain compliance under the Nasdaq Listing Rules. If at any time during the 180-day compliance period, the closing bid price of the Company’s ADSs is US$1.00 per share or higher for a minimum of ten consecutive business days, the Nasdaq will provide the Company written confirmation of compliance and the matter will be closed.

In the event that the Company does not regain compliance by August 25, 2025, subject to the determination by the staff of Nasdaq, the Company may be eligible for an additional 180-day compliance period if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price requirement. In this case, the Company will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary.

The Nasdaq notification letter will have no effect on the Company’s business operations, and the Company will take all reasonable measures to regain compliance.

About AIX Inc.

AIX, established in 1998, is a leading intelligent technology-driven independent financial services provider in China. It provides 400 million middle-class families with insurance protection, wealth management, and value-added services and provides independent financial advisors and various insurance/financial sales organizations with technical support and comprehensive solutions. Through AI-driven insights and cutting-edge digital tools, AIX has successfully established itself as a leader in intelligent transformation within the financial services industry.

Forward-looking Statements

This press release contains statements of a forward-looking nature. These statements, including the statements relating to the Company’s future financial and operating results, are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as “will”, “expects”, “believes”, “anticipates”, “intends”, “estimates” and similar statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about AIX Inc. and the industry. Potential risks and uncertainties include, but are not limited to, those relating to its ability to attract and retain productive agents, especially entrepreneurial agents, its ability to maintain existing and develop new business relationships with insurance companies, its ability to execute its growth strategy, its ability to adapt to the evolving regulatory environment in the Chinese insurance industry, its ability to compete effectively against its competitors, quarterly variations in its operating results caused by factors beyond its control including macroeconomic conditions in China. Except as otherwise indicated, all information provided in this press release speaks as of the date hereof, and AIX Inc. undertakes no obligation to update any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although AIX Inc. believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results. Further information regarding risks and uncertainties faced by AIX Inc. is included in AIX Inc.’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F.

For more information, please contact:

AIX Inc.

Investor Relations

Tel: +86 (20) 8388-3191

Email: ir@aifugroup.com

The MIL Network –

February 26, 2025

MIL-OSI: CPS Announces Fourth Quarter and Full Year 2024 Earnings

Source: GlobeNewswire (MIL-OSI)

Revenues of $105.3 million for the fourth quarter and $393.5 million for 2024
Net income of $19.2 million, or $0.79 per diluted share for 2024
Total portfolio balance of $3.491 billion, highest in company history
New contract purchases of $1.682 billion for the full year 2024

LAS VEGAS, NV, Feb. 25, 2025 (GLOBE NEWSWIRE) — Consumer Portfolio Services, Inc. (Nasdaq: CPSS) (“CPS” or the “Company”) today announced earnings of $5.1 million, or $0.21 per diluted share, for its fourth quarter ended December 31, 2024.

Revenues for the fourth quarter of 2024 were $105.3 million, an increase of $13.3 million, or 14.5%, compared to $92.0 million for the fourth quarter of 2023. Total operating expenses for the fourth quarter of 2024 were $98.0 million compared to $82.1 million for the 2023 period. Pretax income for the fourth quarter of 2024 was $7.4 million compared to pretax income of $9.8 million in the fourth quarter of 2023.

For the twelve months ended December 31, 2024 total revenues were $393.5 million compared to $352.0 million for the twelve months ended December 31, 2023, an increase of approximately $41.5 million, or 11.8%. Total operating expenses for the twelve months ended December 31, 2024 were $366.1 million, compared to $290.9 million for the twelve months ended December 30, 2023. Pretax income for the twelve months ended December 31, 2024 was $27.4 million, compared to $61.1 million for the twelve months ended December 31, 2023. Net income for the twelve months ended December 31, 2024 was $19.2 million compared to $45.3 million for the twelve months ended December 31, 2023.

During the fourth quarter of 2024, CPS purchased $457.8 million of new contracts compared to $445.9 million during the third quarter of 2024 and $301.8 million during the fourth quarter of 2023. The total number of contracts purchased for 2024 totaled $1.682 billion compared to $1.358 billion in 2023. The Company’s receivables totaled $3.491 billion as of December 31, 2024, an increase from $3.330 billion as of September 31, 2024 and an increase from $2.970 billion as of December 31, 2023.

Annualized net charge-offs for the fourth quarter of 2024 were 8.02% of the average portfolio as compared to 7.74% for the fourth quarter of 2023. Delinquencies greater than 30 days (including repossession inventory) were 14.85% of the total portfolio as of December 31, 2024, compared to 14.55% as of December 31, 2023.

“New loan originations grew by 24% in 2024 over the prior year, leading to solid top line revenue growth,” said Charles E. Bradley, Chief Executive Officer. “With positive trends in loan originations and operating efficiencies, we remain optimistic in all aspects of our business going into 2025.”

Conference Call

CPS announced that it will hold a conference call on February 26, 2025 at 1:00 p.m. ET to discuss its fourth quarter 2024 operating results.

Those wishing to participate can pre-register for the conference call at the following link https://register.vevent.com/register/BI34e818cf84a24e118241657af74dd2d4. Registered participants will receive an email containing conference call details for dial-in options. To avoid delays, we encourage participants to dial into the conference call fifteen minutes ahead of the schedule start time. A replay will be available beginning two hours after conclusion of the call for 12 months via the Company’s website at https://ir.consumerportfolio.com/investor-relations.

About Consumer Portfolio Services, Inc.

Consumer Portfolio Services, Inc. is an independent specialty finance company that provides indirect automobile financing to individuals with past credit problems or limited credit histories. We purchase retail installment sales contracts primarily from franchised automobile dealerships secured by late model used vehicles and, to a lesser extent, new vehicles. We fund these contract purchases on a long-term basis primarily through the securitization markets and service the contracts over their lives.

Forward-looking statements in this news release include the Company’s recorded figures representing allowances for remaining expected lifetime credit losses, its estimates of fair value (most significantly for its receivables accounted for at fair value), its provision for credit losses, its entries offsetting the preceding, and figures derived from any of the preceding. In each case, such figures are forward-looking statements because they are dependent on the Company’s estimates of losses to be incurred in the future. The accuracy of such estimates may be adversely affected by various factors, which include the following: possible increased delinquencies; repossessions and losses on retail installment contracts; incorrect prepayment speed and/or discount rate assumptions; possible unavailability of qualified personnel, which could adversely affect the Company’s ability to service its portfolio; possible increases in the rate of consumer bankruptcy filings, which could adversely affect the Company’s rights to collect payments from its portfolio; other changes in government regulations affecting consumer credit; possible declines in the market price for used vehicles, which could adversely affect the Company’s realization upon repossessed vehicles; and economic conditions in geographic areas in which the Company’s business is concentrated. Any or all of such factors also may affect the Company’s future financial results, as to which there can be no assurance. Any implication that the results of the most recently completed quarter are indicative of future results is disclaimed, and the reader should draw no such inference. Factors such as those identified above in relation to losses to be incurred in the future may affect future performance.

Investor Relations Contact

Danny Bharwani, Chief Financial Officer

949-753-6811

Consumer Portfolio Services, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (In thousands, except per share data) (Unaudited)

	Three months ended						Twelve months ended
	December 31,						December 31,
		2024			2023			2024			2023
Revenues:
Interest income	$	98,150		$	83,260		$	363,962		$	329,219
Mark to finance receivables measured at fair value		5,000			6,000			21,000			12,000
Other income		2,153			2,718			8,544			10,795
		105,303			91,978			393,506			352,014
Expenses:
Employee costs		23,889			23,157			96,192			88,148
General and administrative		14,422			13,777			54,710			50,001
Interest		52,522			40,277			191,257			146,631
Provision for credit losses		(728	)		(1,600	)		(5,307	)		(22,300	)
Other expenses		7,847			6,523			29,223			28,437
		97,952			82,134			366,075			290,917
Income before income taxes		7,351			9,844			27,431			61,097
Income tax expense		2,206			2,657			8,228			15,754
Net income	$	5,145		$	7,187		$	19,203		$	45,343

Earnings per share:
Basic	$	0.24		$	0.34		$	0.90		$	2.17
Diluted	$	0.21		$	0.29		$	0.79		$	1.80

Number of shares used in computing earnings per share:
Basic		21,412			21,136			21,292			20,896
Diluted		24,274			24,879			24,325			25,218

Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)

	December 31,			December 31,
		2024			2023
Assets:
Cash and cash equivalents	$	11,713		$	6,174
Restricted cash and equivalents		125,684			119,257
Finance receivables measured at fair value		3,313,767			2,722,662

Finance receivables		5,420			27,553
Allowance for finance credit losses		(433	)		(2,869	)
Finance receivables, net		4,987			24,684


Deferred tax assets, net		1,010			3,736
Other assets		36,707			27,233
	$	3,493,868		$	2,903,746

Liabilities and Shareholders’ Equity:
Accounts payable and accrued expenses	$	70,151		$	62,544
Warehouse lines of credit		410,898			234,025
Residual interest financing		99,176			49,875
Securitization trust debt		2,594,384			2,265,446
Subordinated renewable notes		26,489			17,188
		3,201,098			2,629,078

Shareholders’ equity		292,770			274,668
	$	3,493,868		$	2,903,746

Operating and Performance Data ($ in millions)

	At and for the						At and for the
	Three months ended						Twelve months ended
	December 31,						December 31,
		2024			2023			2024			2023

Contracts purchased	$	457.81		$	301.80		$	1,681.94		$	1,357.75
Contracts securitized	$	298.42		$	306.70			1,256.13			1,352.11

Total portfolio balance (1)	$	3,490.96		$	2,970.07		$	3,490.96		$	2,970.07
Average portfolio balance (1)	$	3,445.52		$	2,958.95			3,209.99			2,913.57


Delinquencies (1)
31+ Days		12.11	%		12.29	%
Repossession Inventory		2.74	%		2.26	%
Total Delinquencies and Repo. Inventory		14.85	%		14.55	%

Annualized Net Charge-offs as % of Average Portfolio (1)		8.02	%		7.74	%		7.62	%		6.53	%

Recovery rates (1), (2)		27.2	%		34.3	%		30.1	%		39.2	%

	For the										For the
	Three months ended										Twelve months ended
	December 31,										December 31,
	2024					2023					2024					2023
		$ (3)		% (4)			$ (3)		% (4)			$ (3)		% (4)			$ (3)		% (4)
Interest income	$	98.15		11.4	%	$	83.26		11.3	%	$	363.96		11.3	%	$	329.22		11.3	%
Mark to finance receivables measured at fair value		5.00		0.6	%		6.00		0.8	%		21.00		0.7	%		12.00		0.4	%
Other income		2.15		0.2	%		2.72		0.4	%		8.54		0.3	%		10.80		0.4	%
Interest expense		(52.52	)	-6.1	%		(40.28	)	-5.4	%		(191.26	)	-6.0	%		(146.63	)	-5.0	%
Net interest margin		52.78		6.1	%		51.70		7.0	%		202.25		6.3	%		205.38		7.0	%
Provision for credit losses		0.73		0.1	%		1.60		0.2	%		5.31		0.2	%		22.30		0.8	%
Risk adjusted margin		53.51		6.2	%		53.30		7.2	%		207.56		6.5	%		227.68		7.8	%
Other operating expenses (5)		(46.16	)	-5.4	%		(43.46	)	-5.9	%		(180.13	)	-5.6	%		(166.59	)	-5.7	%
Pre-tax income	$	7.35		0.9	%	$	9.84		1.3	%	$	27.43		0.9	%	$	61.10		2.1	%

(1) Excludes third party portfolios.
(2) Wholesale auction liquidation amounts (net of expenses) as a percentage of the account balance at the time of sale.
(3) Numbers may not add due to rounding.
(4) Annualized percentage of the average portfolio balance. Percentages may not add due to rounding.
(5) Total pre-tax expenses less provision for credit losses and interest expense.

The MIL Network –

February 26, 2025

MIL-OSI: Carlyle Secured Lending, Inc. Announces Financial Results For Fourth Quarter and Full Year Ended December 31, 2024, Declares First Quarter 2025 Dividends of $0.45 Per Common Share Inclusive of the Supplemental Dividend

Source: GlobeNewswire (MIL-OSI)

NEW YORK, Feb. 25, 2025 (GLOBE NEWSWIRE) — Carlyle Secured Lending, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “CGBD” or the “Company”) (NASDAQ: CGBD) today announced its financial results for its fourth quarter and full year ended December 31, 2024. Justin Plouffe, CGBD’s Chief Executive Officer said, “CGBD produced a strong finish to 2024 with portfolio growth driven by fourth quarter net investment activity. Net investment income remained comfortably above our base dividend and consistent with the prior quarter, despite tightening market spreads and continued repricing activity. We are very pleased with our performance throughout the fourth quarter and 2024 broadly, and we look forward to building on this performance throughout 2025.”

Net investment income for the fourth quarter of 2024 was $0.47 per common share. Net asset value per common share decreased by 0.3% for the fourth quarter to $16.80 from $16.85 as of September 30, 2024. The total fair value of our investments increased to $1.8 billion as of December 31, 2024.

Net investment income for 2024 was $2.00 per common share with Adjusted Net Investment Income Per Common Share⁽¹⁾ of $2.02 after adjusting for one-time income or expense events.

Dividends

On February 18, 2025, the Board of Directors declared a base quarterly common dividend of $0.40 per share plus a supplemental common dividend of $0.05 per share. The dividends are payable on April 17, 2025 to common stockholders of record on March 24, 2025.

On December 11, 2024, the Company declared a cash dividend on the Preferred Stock for the period from October 1, 2024 to December 31, 2024 in the amount of $0.438 per Preferred Share to the holder of record on December 31, 2024.

Conference Call

The Company will host a conference call at 11:00 a.m. Eastern Time on Wednesday, February 26, 2025 to discuss these quarterly financial results. The conference call will be available via public webcast via a link on Carlyle Secured Lending’s website and will also be available on our website soon after the call’s completion.

Non-GAAP Financial Measures

On a supplemental basis, the Company is disclosing Adjusted Net Investment Income Per Common Share, which is calculated and presented on a basis other than in accordance with GAAP (“non-GAAP”). The Company’s management uses this non-GAAP financial measure internally to analyze and evaluate financial results and performance and believes that this non-GAAP financial measure is useful to investors as an additional tool to evaluate ongoing results and trends for the Company and to review the Company’s performance without giving effect to one-time or non-recurring investment income and expense events, including the effect on incentive fees. The presentation of this non-GAAP measure is not intended to be a substitute for financial results prepared in accordance with GAAP and should not be considered in isolation.

The Company’s management uses the non-GAAP financial measure described above internally to analyze and evaluate financial results and performance and to compare its financial results with those of other business development companies that have not had similar one-time or non-recurring events. The Company’s management believes “Adjusted Net Investment Income Per Common Share” is useful to investors as an additional tool to evaluate ongoing results and trends for the Company without giving effect to one-time or non-recurring events and are used by management to evaluate the economic earnings of the Company.

The following details the one-time or non-recurring events considered as part of the non-GAAP measure. The non-GAAP measure is reflected net of any incentive fee impacts, as applicable.

On July 2, 2024, Carlyle Direct Lending CLO 2015-1R LLC, a wholly-owned and consolidated subsidiary of the Company, completed the refinancing of its outstanding notes by redeeming the notes in full and issuing new notes and loans (the “2015-1R CLO Reset”). Refer to Note 8, Borrowings, in the Company’s Form 10-K for the Annual Period ended December 31, 2024 for more information on the refinancing. In connection with the refinancing, the debt issuance costs were accelerated in accordance with GAAP.

Carlyle Secured Lending, Inc.

CGBD is an externally managed specialty finance company focused on lending to middle-market companies. CGBD is managed by Carlyle Global Credit Investment Management L.L.C., an SEC-registered investment adviser and a wholly owned subsidiary of The Carlyle Group Inc. Since it commenced investment operations in May 2013 through December 31, 2024, CGBD has invested approximately $8.7 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. CGBD’s investment objective is to generate current income and capital appreciation primarily through debt investments in U.S. middle market companies. CGBD has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended.

Web: carlylesecuredlending.com

About Carlyle

Carlyle (“Carlyle,” or the “Adviser”) (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across three business segments: Global Private Equity, Global Credit and Global Investment Solutions. With $441 billion of assets under management as of December 31, 2024, Carlyle’s purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. Carlyle employs more than 2,200 employees in 28 offices across four continents. Further information is available at www.carlyle.com. Follow Carlyle on X @OneCarlyle and LinkedIn at The Carlyle Group.

Contacts:

Investors:	Media:
Nishil Mehta	Kristen Greco Ashton
+1-212-813-4928	+1-212-813-4763
publicinvestor@carlylesecuredlending.com	kristen.ashton@carlyle.com

The MIL Network –

February 26, 2025

MIL-OSI USA: King Challenges Nominee to Outline, Justify Looming Firings at Defense Department

US Senate News:

Source: United States Senator for Maine Angus King
A full clip of the exchange can be downloaded here
WASHINGTON, D.C. – Today, U.S. Senator Angus King (I-ME) challenged a Trump Administration nominee to outline and justify looming, arbitrary firings that at the Department of Defense that could wreak havoc on national security functions. In a tense exchange during a hearing of the Senate Armed Services Committee (SASC), King pressed Stephen Feinberg, nominee to become the Deputy Secretary of Defense, on whether he would support and institute the continued arbitrary firings of officials across the Department of Defense (DoD) without coming up with a rational process that wouldn’t diminish America’s national security programs.
The hearing comes as the DoD announced a reevaluation of the probationary workforce which seeks to reduce the civilian workforce by 5-8%, including 5,400 probationary workers released just this week. However, probationary employees can also include those recently promoted or transferred from other departments, and not necessarily those that are in “redundant” positions.
Senator King began, “I know there has been a great deal of discussion about potential cuts in the workforce. I am interested in the discussion of 8%, that’s 70,000 people. What I’m interested in of you as a manager, how do you intend to go about that? The cuts that have been occurring throughout the federal government so far have not been very thoughtful. All probationary people, for example, that is not a terribly rational way to make these decisions. There may be great people who are probationary. What will the process be whereby you reduce the Department of Defense workforce by 70,000 people?…I am asking you if that approach is a rational way to reduce a workforce. Fire everyone who has been hired in the last couple of years. Is that a good management practice? Is that what you would have done at [Feinberg’s company]Cerberus?”
“I will say we have over 900,000 civilian employees. While every person counts and is very important, there will be some change,” Mr. Feinberg replied.
Senator King responded, “That is not my question. There has been a stated goal of reducing the workforce by 8%, 70,000 people. You are the chief operating officer. Presumably you will be in charge of the process of reducing the workforce by 70,000 people. I want to know how you will do it and are you going to use the arbitrary yardstick of probationary employees, yes or no?”
“I don’t know the considerations or the detail before that cut. What I can tell you, if I am in there, we will carefully look at the cuts, balance and weigh what we need and what we don’t, and do it in a granular person by person way,” Mr. Feinberg answered.
“Does that answer mean you will not cut all probationary employees arbitrarily? Is that a no? It sounded like it. It is a straightforward question. Are you going to fire all probationary employees first to get to the 70,000, yes or no?” Senator King asked again.
Mr. Feinberg continued to not respond, “I have to look at the detail. I don’t know yet. I don’t know the considerations that were thought through before those cuts were made.”
“You are a smart guy. I don’t understand why you cannot tell me yes or no whether this will be one of the tools you use to reduce the workforce,” Senator King concluded.
Senator King has been consistently sounding the alarm on President Donald Trump’s existential threat to the Constitution and critical functions of government. He most recently gave a speech on the Senate Floor acknowledging the “thoughtless and dangerous” approach to the administration’s arbitrary firings and hiring freezes. He also previously gave a speech on the Senate floor sharing that this administration is doing ‘exactly what the Framers [of the Constitution] most feared” in removing the checks and balances each branch of the government has on each other.

MIL OSI USA News –

February 26, 2025

MIL-OSI Video: Training as a Team

Source: United States Department of Defense (video statements)

—————
Sailors and @marines participate in competitive team-oriented exercises and challenges that focused on morale and camaraderie at Marine Corps Recruit Depot Parris Island, S.C.

For more on the Department of Defense, visit: http://www.defense.gov
—————
Keep up with the Department of Defense on social media!

Like the DoD on Facebook: http://facebook.com/DeptofDefense
Follow the DoD on Twitter: http://twitter.com/DeptofDefense
Follow the DoD on Instagram: http://instagram.com/DeptofDefense
Follow the DoD on LinkedIn: https://www.linkedin.com/company/DeptofDefense

https://www.youtube.com/watch?v=VhrzK9w2HFs

MIL OSI Video –

February 26, 2025

MIL-OSI Security: United States Sues Skilled Nursing Company, Executives and Consultant for Fraudulent Billing

Source: Office of United States Attorneys

Complaint alleges systematic fraudulent billing of Medicare and Medicaid for unnecessary care at skilled nursing facilities in Massachusetts and Connecticut

BOSTON – The U.S. Attorney’s Office has filed a joint complaint with the Massachusetts Attorney General’s Office under the federal and Massachusetts False Claims Acts against 19 skilled nursing facilities (SNFs) in Massachusetts and Connecticut and their present and former management companies, RegalCare Management Group, LLC and RegalCare Management 2.0 (together “RegalCare”); RegalCare’s owner, Eliyahu Mirlis and an executive, Hector Caraballo; and RegalCare’s therapy consultant, Stern Therapy Consultants (Stern).

SNFs are inpatient facilities that provide transitional care to patients following a hospital stay. Federal healthcare programs, including Medicare and Medicaid, reimburse providers for medically reasonable and necessary services rendered to SNF patients. Both the federal and Massachusetts False Claims Acts prohibit individuals or entities from submitting, or causing the submission of, false claims for payment and false statements material to a claim for payment from the respective governments.

The complaint alleges that, between 2017 and 2023, RegalCare – at the direction of Mirlis and Caraballo and aided by Stern – fraudulently caused the submission of claims to Medicare and Medicaid (via MassHealth and its managed care organizations) for medically unreasonable and unnecessary services to patients of RegalCare’s SNFs. The defendants’ scheme allegedly resulted in millions of dollars in damages to the Medicare and Medicaid programs.

Specifically, the complaint alleges that RegalCare, at Mirlis’ direction, systematically caused Medicare to be billed for the highest level of skilled rehabilitation therapy services at RegalCare’s SNFs in Massachusetts and Connecticut, despite patients not clinically needing those services. Caraballo facilitated Mirlis’ plan by ensuring that RegalCare’s patient records supported billing for such services – including altering and amending records despite knowing he was not authorized to do so at his licensing level, without having assessed or spoken to the patients, and often without having spoken to clinicians about the changes he personally made. The United States also alleges that RegalCare, through Mirlis and Caraballo, improperly directed RegalCare’s third-party billing company to bill Medicare for the highest-level skilled rehabilitation therapy services before the underlying necessary clinical documentation was even complete.

The complaint further alleges that Stern, a New York long-term care consulting company, conspired with RegalCare to cause the submission of fraudulent claims to Medicare by scheduling therapists to provide unnecessary services, contrary to patients’ medical needs, to justify billing at the highest-level. When Stern therapists refused to provide services they deemed unnecessary or unreasonable, Stern managers threatened to take employment action against those therapists to pressure them to capitulate.

“As alleged, these defendants drained Medicare and Medicaid of millions of dollars and put vulnerable patients at risk – making them undergo unnecessary, and sometimes painful, services,” said United States Attorney Leah B. Foley. “When facilities prioritize profits over patient well-being, they endanger those in their care and undermine the integrity of our healthcare system. This office will continue to hold accountable those who exploit federal healthcare programs at the expense of patients and taxpayers alike.”

“I am proud of our team’s partnership with the USAO in this case, which advances elder justice and safeguards crucial nursing home funds,” said Massachusetts Attorney General Andrea Joy Campbell. “My office will continue to work aggressively to protect our elders and hold companies accountable that seek to harm them or violate our false claim laws.”

“Taxpayers who fund the Medicare and Medicaid programs expect skilled nursing facilities to bill those programs honestly and accurately,” said Roberto Coviello, Special Agent in Charge of the U.S. Department of Health and Human Services, Office of Inspector General. “The integrity of our federal health care system is undermined when that expectation is not met, and we will continue to thoroughly pursue allegations of False Claims Act violations.”

Massachusetts contends that RegalCare, directed by Mirlis and Caraballo, submitted inflated claims to MassHealth for long-term care services performed for patients of RegalCare’s SNFs in Massachusetts. Between 2017 and 2023, RegalCare operated SNFs in Amesbury, Danvers, Greenfield, Harwich, Holyoke, Lowell, Quincy, Saugus, Taunton and Worcester. The complaint alleges that RegalCare, Mirlis and Caraballo altered documentation to support billing for increased long term care services even though the patient did not clinically need the additional services.

The governments filed their complaint in a lawsuit filed by a whistleblower under the qui tam provisions of the False Claims Acts. Under those laws, a private citizen can sue on behalf of the United Staes or Massachusetts and share in any recovery. The United States and Massachusetts also are entitled to intervene in the lawsuit, as they have done in this case, which is captioned United States and Commonwealth of Massachusetts ex rel. McCormick v. RegalCare Management 2.0, LLC, et al.

U.S. Attorney Foley, AG Campbell and HHS-OIG SAC Coviello made the announcement today. This matter is being handled by Assistant U.S. Attorneys Steven Sharobem, Andrew Caffrey, Olivia Benjamin and Diane Seol of the U.S. Attorney’s Office’s Affirmative Civil Enforcement Unit and Assistant Attorney General Scott Grannemann of the Attorney General’s Office’s Medicaid Fraud Division.

The claims in which the United States and Massachusetts have intervened are allegations only. There has been no determination of liability.

MIL Security OSI –

February 26, 2025

MIL-OSI: Flywire Reports Fourth Quarter and Fiscal-Year 2024 Financial Results

Source: GlobeNewswire (MIL-OSI)

Fourth Quarter Revenue Increased 17.0% Year-over-Year

Fourth Quarter Revenue Less Ancillary Services Increased 17.4% Year-over-Year

Company Provides First Quarter and Fiscal-Year 2025 Outlook

BOSTON, Feb. 25, 2025 (GLOBE NEWSWIRE) — Flywire Corporation (Nasdaq: FLYW) (“Flywire” or the “Company”) a global payments enablement and software company, today reported financial results for its fourth quarter and fiscal-year ended December 31, 2024.

“Our fourth quarter results capped off another strong year for Flywire as we continued to grow the business while navigating a complex macro environment with significant headwinds,” said Mike Massaro, CEO of Flywire, “We continued to focus on business and bottom line growth and generated 17% revenue growth and 680 bps adjusted EBITDA margin growth in the quarter.”

“Looking ahead, we’re focused on driving effectiveness and discipline throughout our global business. We will be undertaking an operational and business portfolio review. The operational review will help ensure we are efficient and effective, with a focus on driving productivity and optimizing investments across all areas. Our comprehensive business portfolio review will focus on Flywire’s core strengths – such as complex, large-value payment processing, our global payment network, and verticalized software.”

“One of the efficiency measures we are undertaking is a restructuring, which impacts approximately 10% of our workforce. It is difficult to say goodbye to so many FlyMates, and I want to thank them for their hard work as we endeavor to support them throughout this transition.”

“As we refocus our teams on areas that we believe will drive Flywire’s future growth, we are excited to announce the acquisition of Sertifi, which is expected to accelerate the expansion of our fast-growing Travel vertical. Sertifi augments our travel product offering with a leading dedicated hotel property management system integration and expands our footprint across more than 20,000 hotel locations worldwide.”

Fourth Quarter 2024 Financial Highlights:

GAAP Results

Revenue increased 17.0% to $117.6 million in the fourth quarter of 2024, compared to $100.5 million in the fourth quarter of 2023.
Gross Profit increased to $74.3 million, resulting in Gross Margin of 63.2%, for the fourth quarter of 2024, compared to Gross Profit of $61.8 million and Gross Margin of 61.5% in the fourth quarter of 2023.
Net loss was ($15.9) million in the fourth quarter of 2024, compared to net income of $1.3 million in the fourth quarter of 2023.

Key Operating Metrics and Non-GAAP Results

Number of clients grew by 16%year-over-year, with over 180 new clients added in the fourth quarter of 2024.
Total Payment Volume increased 27.6% to $6.9 billion in the fourth quarter of 2024, compared to $5.4 billion in the fourth quarter of 2023.
Revenue Less Ancillary Services increased 17.4% to $112.8 million in the fourth quarter of 2024, compared to $96.1 million in the fourth quarter of 2023.
Adjusted Gross Profit increased to $75.6 million, up 19.1% compared to $63.5 million in the fourth quarter of 2023. Adjusted Gross Margin was 67.0% in the fourth quarter of 2024 compared to 66.1% in the fourth quarter of 2023.
Adjusted EBITDA increased to $16.7 million in the fourth quarter of 2024, compared to $7.7 million in the fourth quarter of 2023. Our adjusted EBITDA margins increased 680 bps year-over-year to 14.8% in the fourth quarter of 2024.

2024 Business Highlights:

We signed more than 800 new clients in fiscal-year 2024 surpassing the 700 new clients signed in fiscal-year 2023.
Our transaction payment volume grew by 23.6% year-over-year to $29.7 billion
Our global education vertical, continued to strengthen in a number of core geographies, with U.K. region outperformance driven by new clients and net revenue retention; accompanied by growth in our network of international recruitment agents to further connect our ecosystem of clients, agents and payers
Our travel vertical grew into our second largest vertical in terms of revenue less ancillary services, and we generated strong growth most notably with EMEA and APAC based Tour Operators and DMC providers, particularly in our new sub vertical of ocean experiences.
Our business-to-business vertical continued its strong organic growth, enhanced by the acquisition of Invoiced.
We further optimized our global payment network to enable vertical growth with a focus on new acceptance rails, market localization and expanded network coverage. This included continued support of our strategic payer markets like India and China, enhancing our offerings to digitize the disbursement of student loans from India and strengthening partnerships with India’s three largest banks.
We repurchased 2.3 million shares for approximately $44 million, inclusive of commissions, under our share repurchase program announced on August 6th, 2024.

First Quarter and Fiscal-Year 2025 Outlook:

“Effective execution drove both revenue growth and margin expansion in 2024, in spite of significant macroeconomic challenges” said Flywire’s CFO, Cosmin Pitigoi. “For our 2025 financial outlook, we project revenue less ancillary services growth of 10-14% on an FX-neutral (constant currency) basis, and a 200-400 basis point increase in adjusted EBITDA margin. We expect approximately 3 percentage points of headwind from FX throughout the year. This guidance excludes the contributions from the Sertifi acquisition, as well as any potential lessening of the macroeconomic headwinds. We are particularly encouraged by the anticipated performance of our combined travel vertical, as well as the emerging B2B vertical, both of which are expected to exceed our historical growth rate for the applicable vertical”

Based on information available as of February 25, 2025, Flywire anticipates the following results for the first quarter and fiscal-year 2025 excluding Sertifi.

	Fiscal-Year 2025
FX-Neutral GAAP Revenue Growth	9-13% YoY
FX-Neutral Revenue Less Ancillary Services Growth	10-14% YoY
Adjusted EBITDA* Margin Growth	+200-400 bps YoY

	First Quarter 2025
FX-Neutral GAAP Revenue Growth	10-13% YoY
FX-Neutral Revenue Less Ancillary Services Growth	11-14% YoY
Adjusted EBITDA* Margin Growth	+300-600 bps YoY

“Based on Sertifi’s historical financials, we currently expect the acquisition to provide incremental revenue of $3.0-4.0 million and $30.0-40.0 million in revenue in the first quarter and fiscal year 2025, respectively. In addition, we currently expect the Sertifi acquisition to have a flat to slightly positive effect on adjusted EBITDA and positive (low single–digit million) effect on adjusted EBITDA, in the first quarter and fiscal year 2025, respectively, as we plan to invest in the combined solution during 2025.”

*Flywire has not provided a quantitative reconciliation of forecasted Adjusted EBITDA Margin growth to forecasted GAAP Net Income Margin growth within this earnings release because Flywire is unable, without making unreasonable efforts, to calculate certain reconciling items with confidence. These items include, but are not limited to income taxes which are directly impacted by unpredictable fluctuations in the market price of Flywire’s stock and in foreign currency exchange rates.

These statements are forward-looking and actual results may differ materially. Refer to the “Safe Harbor Statement” below for information on the factors that could cause Flywire’s actual results to differ materially from these forward-looking statements.

Conference Call

The Company will host a conference call to discuss fourth quarter and fiscal-year 2024 financial results today at 5:00 pm ET. Hosting the call will be Mike Massaro, CEO, Rob Orgel, President and COO, and Cosmin Pitigoi, CFO. The conference call can be accessed live via webcast from the Company’s investor relations website at https://ir.flywire.com/. A replay will be available on the investor relations website following the call.

Note Regarding Share Repurchase Program

Repurchases under the Company’s share repurchase program (the Repurchase Program) may be made from time to time through open market purchases, in privately negotiated transactions or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions, including Rule 10b-18. The timing, value and number of shares repurchased will be determined by the Company in its discretion and will be based on various factors, including an evaluation of current and future capital needs, current and forecasted cash flows, the Company’s capital structure, cost of capital and prevailing stock prices, general market and economic conditions, applicable legal requirements, and compliance with covenants in the Company’s credit facility that may limit share repurchases based on defined leverage ratios. The Repurchase Program does not obligate the Company to purchase a specific number of, or any, shares. The Repurchase Program does not expire and may be modified, suspended or terminated at any time without notice at the Company’s discretion.

Key Operating Metrics and Non-GAAP Financial Measures

Flywire uses non-GAAP financial measures to supplement financial information presented on a GAAP basis. The Company believes that excluding certain items from its GAAP results allows management to better understand its consolidated financial performance from period to period and better project its future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, Flywire believes these non-GAAP financial measures provide its stakeholders with useful information to help them evaluate the Company’s operating results by facilitating an enhanced understanding of the Company’s operating performance and enabling them to make more meaningful period to period comparisons. There are limitations to the use of the non-GAAP financial measures presented here. Flywire’s non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in Flywire’s industry, may calculate non-GAAP financial measures differently, limiting the usefulness of those measures for comparative purposes.

Flywire uses supplemental measures of its performance which are derived from its consolidated financial information, but which are not presented in its consolidated financial statements prepared in accordance with GAAP. These non-GAAP financial measures include the following:

Revenue Less Ancillary Services. Revenue Less Ancillary Services represents the Company’s consolidated revenue in accordance with GAAP after excluding (i) pass-through cost for printing and mailing services and (ii) marketing fees. The Company excludes these amounts to arrive at this supplemental non-GAAP financial measure as it views these services as ancillary to the primary services it provides to its clients.
Adjusted Gross Profit and Adjusted Gross Margin. Adjusted gross profit represents Revenue Less Ancillary Services less cost of revenue adjusted to (i) exclude pass-through cost for printing services, (ii) offset marketing fees against costs incurred and (iii) exclude depreciation and amortization, including accelerated amortization on the impairment of customer set-up costs tied to technology integration. Adjusted Gross Margin represents Adjusted Gross Profit divided by Revenue Less Ancillary Services. Management believes this presentation supplements the GAAP presentation of Gross Margin with a useful measure of the gross margin of the Company’s payment-related services, which are the primary services it provides to its clients.
Adjusted EBITDA. Adjusted EBITDA represents EBITDA further adjusted by excluding (i) stock-based compensation expense and related payroll taxes, (ii) the impact from the change in fair value measurement for contingent consideration associated with acquisitions,(iii) gain (loss) from the remeasurement of foreign currency, (iv) indirect taxes related to intercompany activity, (v) acquisition related transaction costs, and (vi) employee retention costs, such as incentive compensation, associated with acquisition activities. Management believes that the exclusion of these amounts to calculate Adjusted EBITDA provides useful measures for period-to-period comparisons of the Company’s business. We calculate adjusted EBITDA margin by dividing adjusted EBITDA by Revenue Less Ancillary Services.
Revenue Less Ancillary Services at Constant Currency. Revenue Less Ancillary Services at Constant Currency represents Revenue Less Ancillary Services adjusted to show presentation on a constant currency basis. The constant currency information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates. Flywire analyzes Revenue Less Ancillary Services on a constant currency basis to provide a comparable framework for assessing how the business performed excluding the effect of foreign currency fluctuations.
Non-GAAP Operating Expenses – Non-GAAP Operating Expenses represents GAAP Operating Expenses adjusted by excluding (i) stock-based compensation expense and related payroll taxes, (ii) depreciation and amortization, (iii) acquisition related transaction costs, if applicable, (iv) employee retention costs, such as incentive compensation, associated with acquisition activities and (v) the impact from the change in fair value measurement for contingent consideration associated with acquisitions.

These non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from or as a substitute for the Company’s revenue, gross profit, gross margin or net income (loss), or operating expenses prepared in accordance with GAAP and should be read only in conjunction with financial information presented on a GAAP basis. Reconciliations of Revenue Less Ancillary Services, Revenue Less Ancillary Services at Constant Currency, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA and non-GAAP Operating Expenses to the most directly comparable GAAP financial measure are presented below. Flywire encourages you to review these reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future fiscal periods, Flywire may exclude such items and may incur income and expenses similar to these excluded items. Flywire has not provided a quantitative reconciliation of forecasted Adjusted EBITDA Margin growth to forecasted GAAP Net Income growth within this earnings release because it is unable, without making unreasonable efforts, to calculate certain reconciling items with confidence. These items include but are not limited to income taxes which are directly impacted by unpredictable fluctuations in the market price of Flywire’s stock and in foreign exchange rates. For figures in this press release reported on an “FX-Neutral basis,” Flywire calculates the year-over-year impact of foreign currency movements using prior period weighted average foreign currency rates.

About Flywire

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

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

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

**Excludes clients from Flywire’s Invoiced and Sertifi acquisitions

Safe Harbor Statement

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding Flywire’s future operating results and financial position, Flywire’s business strategy and plans, market growth, and Flywire’s objectives for future operations. Flywire intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terms such as, but not limited to, “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. Such forward-looking statements are based upon current expectations that involve risks, changes in circumstances, assumptions, and uncertainties. Important factors that could cause actual results to differ materially from those reflected in Flywire’s forward-looking statements include, among others, Flywire’s future financial performance, including its expectations regarding FX-Neutral GAAP Revenue Growth, FX-Neutral Revenue Less Ancillary Services Growth, and Adjusted EBITDA Margin Growth and foreign exchange rates. Risks that may cause actual results to differ materially from these forward looking statements include, but are not limited to: Flywire’s ability to execute its business plan and effectively manage its growth; Flywire’s cross-border expansion plans and ability to expand internationally; anticipated trends, growth rates, and challenges in Flywire’s business and in the markets in which Flywire operates; the sufficiency of Flywire’s cash and cash equivalents to meet its liquidity needs; political, economic, foreign currency exchange rate, inflation, legal, social and health risks, that may affect Flywire’s business or the global economy; Flywire’s beliefs and objectives for future operations; Flywire’s ability to develop and protect its brand; Flywire’s ability to maintain and grow the payment volume that it processes; Flywire’s ability to further attract, retain, and expand its client base; Flywire’s ability to develop new solutions and services and bring them to market in a timely manner; Flywire’s expectations concerning relationships with third parties, including financial institutions and strategic partners; the effects of increased competition in Flywire’s markets and its ability to compete effectively; recent and future acquisitions or investments in complementary companies, products, services, or technologies; Flywire’s ability to enter new client verticals, including its relatively new business-to-business sector; Flywire’s expectations regarding anticipated technology needs and developments and its ability to address those needs and developments with its solutions; Flywire’s expectations regarding its ability to meet existing performance obligations and maintain the operability of its solutions; Flywire’s expectations regarding the effects of existing and developing laws and regulations, including with respect to payments and financial services, taxation, privacy and data protection; economic and industry trends, projected growth, or trend analysis; the effects of global events and geopolitical conflicts, including without limitation the continuing hostilities in Ukraine and involving Israel; Flywire’s ability to adapt to changes in U.S. federal income or other tax laws or the interpretation of tax laws, including the Inflation Reduction Act of 2022; Flywire’s ability to attract and retain qualified employees; Flywire’s ability to maintain, protect, and enhance its intellectual property; Flywire’s ability to maintain the security and availability of its solutions; the increased expenses associated with being a public company; the future market price of Flywire’s common stock; and other factors that are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Flywire’s Annual Report on Form 10-K for the year ended December 31, 2023, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, which are on file with the Securities and Exchange Commission (SEC) and available on the SEC’s website at https://www.sec.gov/. Additional factors may be described in those sections of Flywire’s Annual Report on Form 10-K for the year ended December 31, 2024, expected to be filed in the first quarter of 2025. The information in this release is provided only as of the date of this release, and Flywire undertakes no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

Contacts

Investor Relations:
Masha Kahn
ir@Flywire.com

Media:
Sarah King
Media@Flywire.com

Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited) (Amounts in thousands, except share and per share amounts)

	Three Months Ended December 31,						Twelve Months Ended December 31,
		2024			2023			2024			2023
Revenue	$	117,550		$	100,545		$	492,144		$	403,094
Costs and operating expenses:
Payment processing services costs		41,384			36,780			177,490			147,339
Technology and development		17,370			16,898			66,636			62,028
Selling and marketing		33,353			28,830			129,435			107,621
General and administrative		31,218			28,065			125,838			107,624
Total costs and operating expenses		123,325			110,573			499,399			424,612
Loss from operations	$	(5,775	)	$	(10,028	)	$	(7,255	)	$	(21,518	)
Other income (expense):
Interest expense		(135	)		(92	)		(538	)		(372	)
Interest income		4,872			5,638			21,440			13,349
Gain (loss) from remeasurement of foreign currency		(13,866	)		7,707			(11,787	)		4,189
Total other income (expense), net		(9,129	)		13,253			9,115			17,166
Income (loss) before provision for income taxes		(14,904	)		3,225			1,860			(4,352	)
Provision (benefit) for income taxes		995			1,938			(1,040	)		4,214
Net Income (Loss)	$	(15,899	)	$	1,287		$	2,900		$	(8,566	)
Foreign currency translation adjustment		(7,330	)		3,731			(3,594	)		3,232
Unrealized losses on available-for-sale debt securities, net	$	(441	)	$	—		$	208		$	—
Total other comprehensive income (loss)	$	(7,771	)	$	3,731		$	(3,386	)	$	3,232
Comprehensive income (loss)	$	(23,670	)	$	5,018		$	(486	)	$	(5,334	)
Net loss attributable to common stockholders – basic and diluted	$	(15,899	)	$	1,287		$	2,900		$	(8,566	)
Net loss per share attributable to common stockholders – basic	$	(0.13	)	$	0.01		$	0.02		$	(0.07	)
Net loss per share attributable to common stockholders – diluted	$	(0.12	)	$	0.01		$	0.02		$	(0.07	)
Weighted average common shares outstanding – basic		124,463,252			121,690,938			124,269,820			114,828,494
Weighted average common shares outstanding – diluted		128,924,166			128,877,877			129,339,462			114,828,494

Condensed Consolidated Balance Sheets
(Unaudited) (Amounts in thousands, except share amounts)

	December 31,			December 31,
		2024			2023
Assets
Current assets:
Cash and cash equivalents	$	495,242		$	654,608
Restricted cash		—			—
Short-term investments		115,848			—
Accounts receivable, net		23,703			18,215
Unbilled receivables, net		15,453			10,689
Funds receivable from payment partners		90,110			113,945
Prepaid expenses and other current assets		22,528			18,227
Total current assets		762,884			815,684
Long-term investments		50,125			—
Property and equipment, net		17,160			15,134
Intangible assets, net		118,684			108,178
Goodwill		149,558			121,646
Other assets		24,035			19,089
Total assets	$	1,122,446		$	1,079,731

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	15,353		$	12,587
Funds payable to clients		217,788			210,922
Accrued expenses and other current liabilities		49,297			43,315
Deferred revenue		7,337			6,968
Total current liabilities		289,775			273,792
Deferred tax liabilities		12,643			15,391
Other liabilities		5,261			4,431
Total liabilities		307,679			293,614
Commitments and contingencies (Note 16)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of December 31, 2024 and 2023; and no shares issued and outstanding as of December 31, 2024 and 2023		—			—
Voting common stock, $0.0001 par value; 2,000,000,000 shares authorized as of December 31, 2024 and December 31, 2023; 126,853,852 shares issued and 122,182,878 shares outstanding as of December 31, 2024; 123,010,207 shares issued and 120,695,162 shares outstanding as of December 31, 2023		13			11
Non-voting common stock, $0.0001 par value; 10,000,000 shares authorized as of December 31, 2024 and December 31, 2023; 1,873,320 shares issued and outstanding as of December 31, 2024 and December 31, 2023		—			1
Treasury voting common stock, 4,670,974 and 2,315,045 shares as of December 31, 2024 and December 31, 2023, respectively, held at cost		(46,268	)		(747	)
Additional paid-in capital		1,033,958			959,302
Accumulated other comprehensive income		(2,066	)		1,320
Accumulated deficit		(170,870	)		(173,770	)
Total stockholders’ equity		814,767			786,117
Total liabilities and stockholders’ equity	$	1,122,446		$	1,079,731

Condensed Consolidated Statement of Cash Flows
(Unaudited) (Amounts in thousands)

	Twelve Months Ended December 31,
		2024			2023
Cash flows from operating activities:
Net income (loss)	$	2,900		$	(8,566	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		17,363			15,764
Stock-based compensation expense		64,933			43,726
Amortization of deferred contract costs		972			1,789
Change in fair value of contingent consideration		(978	)		380
Deferred tax provision (benefit)		(8,794	)		72
Provision for uncollectible accounts		(83	)		326
Non-cash interest expense		230			298
Non-cash interest income		(1,435	)		—
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		(5,292	)		(2,082	)
Unbilled receivables		(4,764	)		(5,394	)
Funds receivable from payment partners		23,835			(50,975	)
Prepaid expenses, other current assets and other assets		(5,322	)		(4,279	)
Funds payable to clients		6,867			86,616
Accounts payable, accrued expenses and other current liabilities		3,302			5,548
Contingent consideration		(93	)		(467	)
Other liabilities		(1,543	)		(1,260	)
Deferred revenue		(630	)		(871	)
Net cash provided by operating activities		91,468			80,625

Cash flows from investing activities:
Acquisition of businesses, net of cash acquired		(45,230	)		(32,764	)
Purchase of debt securities		(193,927	)		—
Sale of debt securities		29,598			—
Capitalization of internally developed software		(5,317	)		(5,004	)
Purchases of property and equipment		(924	)		(1,009	)
Net cash (used in) investing activities		(215,800	)		(38,777	)
Cash flows from financing activities:
Proceeds from issuance of common stock under public offering, net of underwriter discounts and commissions		—			261,119
Payments of costs related to public offering		—			(1,062	)
Payment of debt issuance costs		(783	)		—
Contingent consideration paid for acquisitions		(1,032	)		(1,207	)
Payments of tax withholdings for net settled equity awards		(797	)		(8,483	)
Purchases of treasury stock		(43,740	)		—
Proceeds from the issuance of stock under Employee Stock Purchase Plan		3,108			2,691
Proceeds from exercise of stock options		5,613			10,360
Net cash provided by (used in) financing activities		(37,631	)		263,418
Effect of exchange rates changes on cash and cash equivalents		2,597			(1,835	)
Net increase (decrease) in cash, cash equivalents and restricted cash		(159,366	)		303,431
Cash, cash equivalents and restricted cash, beginning of year	$	654,608		$	351,177
Cash, cash equivalents and restricted cash, end of year	$	495,242		$	654,608

Reconciliation of Non-GAAP Financial Measures
(Unaudited) (Amounts in millions, except percentages)

	Three Months Ended December 31,						Twelve Months Ended December 31,
		2024			2023			2024			2023
Revenue	$	117.6		$	100.5		$	492.1		$	403.1
Adjusted to exclude gross up for:
Pass-through cost for printing and mailing		(4.5	)		(4.0	)		(15.9	)		(19.4	)
Marketing fees		(0.3	)		(0.4	)		(2.0	)		(2.2	)
Revenue Less Ancillary Services	$	112.8		$	96.1		$	474.2		$	381.5
Payment processing services costs		41.4			36.8			177.5			147.3
Hosting and amortization costs within technology and development expenses		1.9			1.9			7.7			8.4
Cost of Revenue	$	43.3		$	38.7		$	185.2		$	155.7
Adjusted to:
Exclude printing and mailing costs		(4.5	)		(4.0	)		(15.9	)		(19.4	)
Offset marketing fees against related costs		(0.3	)		(0.4	)		(2.0	)		(2.2	)
Exclude depreciation and amortization		(1.3	)		(1.7	)		(5.9	)		(6.7	)
Adjusted Cost of Revenue	$	37.2		$	32.6		$	161.4		$	127.4
Gross Profit	$	74.3		$	61.8		$	306.9		$	247.4
Gross Margin		63.2	%		61.5	%		62.4	%		61.4	%
Adjusted Gross Profit	$	75.6		$	63.5		$	312.8		$	254.1
Adjusted Gross Margin		67.0	%		66.1	%		66.0	%		66.6	%

	Three Months Ended December 31, 2024									Twelve Months Ended December 31, 2024
	Transaction			Platform and Other Revenues			Revenue			Transaction			Platform and Other Revenues			Revenue
Revenue	$	95.3		$	22.3		$	117.6		$	410.2		$	81.9		$	492.1
Adjusted to exclude gross up for:
Pass-through cost for printing and mailing		—			(4.5	)		(4.5	)		—			(15.9	)		(15.9	)
Marketing fees		(0.3	)		—			(0.3	)		(2.0	)		—			(2.0	)
Revenue Less Ancillary Services	$	95.0		$	17.8		$	112.8		$	408.2		$	66.0		$	474.2
Percentage of Revenue		81.0	%		19.0	%		100.0	%		83.4	%		16.6	%		100.0	%
Percentage of Revenue Less Ancillary Services		84.2	%		15.8	%		100.0	%		86.1	%		13.9	%		100.0	%

	Three Months Ended December 31, 2023									Twelve Months Ended December 31, 2023
	Transaction			Platform and Other Revenues			Revenue			Transaction			Platform and Other Revenues			Revenue
Revenue	$	81.9		$	18.6		$	100.5		$	329.7		$	73.4		$	403.1
Adjusted to exclude gross up for:
Pass-through cost for printing and mailing		—			(4.0	)		(4.0	)		—			(19.4	)		(19.4	)
Marketing fees		(0.4	)		—			(0.4	)		(2.2	)		—			(2.2	)
Revenue Less Ancillary Services	$	81.5		$	14.6		$	96.1		$	327.5		$	54.0		$	381.5
Percentage of Revenue		81.5	%		18.5	%		100.0	%		81.8	%		18.2	%		100.0	%
Percentage of Revenue Less Ancillary Services		84.8	%		15.2	%		100.0	%		85.8	%		14.2	%		100.0	%

FX Neutral Revenue Less Ancillary Services
(unaudited) (in millions)
	Three Months Ended December 31,									Twelve Months Ended December 31,
		2024			2023		Growth Rate				2024			2023		Growth Rate
Revenue	$	117.6		$	100.5			17	%	$	492.1		$	403.1			22	%
Ancillary services		(4.8	)		(4.4	)					(17.9	)		(21.6	)
Revenue Less Ancillary Services		112.8			96.1			17	%		474.2			381.5			24	%
Effects of foreign currency rate fluctuations		(1.1	)		—						(2.3	)		—
FX Neutral Revenue Less Ancillary Services	$	111.7		$	96.1			16	%	$	471.9		$	381.5			24	%

EBITDA and Adjusted EBITDA
(Unaudited) (in millions)
	Three Months Ended December 31,						Twelve Months Ended December 31,
		2024			2023			2024			2023
Net loss	$	(15.9	)	$	1.3		$	2.9		$	(8.6	)
Interest expense		0.1			0.1			0.5			0.4
Interest income		(4.8	)		(5.6	)		(21.4	)		(13.3	)
Provision for income taxes		1.0			1.9			(1.0	)		4.2
Depreciation and amortization		5.0			4.3			18.5			16.4
EBITDA		(14.6	)		2.0			(0.5	)		(0.9	)
Stock-based compensation expense and related taxes		16.8			12.9			65.8			45.2
Change in fair value of contingent consideration		0.0			—			(1.0	)		0.4
(Gain) loss from remeasurement of foreign currency		13.9			(7.7	)		11.8			(4.2	)
Indirect taxes related to intercompany activity		0.5			—			0.7			0.2
Acquisition related transaction costs		0.1			0.4			0.6			0.4
Acquisition related employee retention costs		—			0.1			0.5			0.9
Adjusted EBITDA	$	16.7		$	7.7		$	77.9		$	42.0

Reconciliation of Non-GAAP Operating Expenses
(Unaudited) (in millions)

	Three Months Ended December 31,						Twelve Months Ended December 31,
(in millions)	2024			2023			2024			2023
GAAP Technology and development	$	17.4		$	16.9		$	66.6		$	62.0
(-) Stock-based compensation expense and related taxes		(3.1	)		(2.5	)		(11.8	)		(9.2	)
(-) Depreciation and amortization		(2.1	)		(2.3	)		(7.4	)		(8.4	)
(-) Acquisition related employee retention costs		—			0.3			—			(0.5	)
Non-GAAP Technology and development	$	12.2		$	12.4		$	47.4		$	43.9

GAAP Selling and marketing	$	33.4		$	28.8		$	129.5		$	107.6
(-) Stock-based compensation expense and related taxes		(4.8	)		(3.2	)		(18.3	)		(12.4	)
(-) Depreciation and amortization		(2.2	)		(1.3	)		(8.2	)		(5.2	)
(-) Acquisition related employee retention costs		—			(0.2	)		(0.5	)		(0.4	)
Non-GAAP Selling and marketing	$	26.4		$	24.1		$	102.5		$	89.6

GAAP General and administrative	$	31.2		$	28.0		$	125.8		$	107.6
(-) Stock-based compensation expense and related taxes		(8.9	)		(7.2	)		(35.7	)		(23.6	)
(-) Depreciation and amortization		(0.8	)		(0.7	)		(3.0	)		(2.8	)
(-) Change in fair value of contingent consideration		—			—			1.0			(0.4	)
(-) Acquisition related transaction costs		(0.1	)		(0.4	)		(0.6	)		(0.4	)
Non-GAAP General and administrative	$	21.4		$	19.7		$	87.5		$	80.4

Net Margin, EBITDA Margin and Adjusted EBITDA Margin
(Unaudited) (Amounts in millions, except percentages)

	Three Months Ended December 31,									Twelve Months Ended December 31,
		2024			2023		Change				2024			2023		Change
Revenue (A)	$	117.6		$	100.5		$	17.1		$	492.1		$	403.1		$	89.0
Revenue less ancillary services (B)		112.8			96.1			16.7			474.2			381.5			92.7
Net loss (C)		(15.9	)		1.3			(17.2	)		2.9			(8.6	)		11.5
EBITDA (D)		(14.6	)		2.0			(16.6	)		(0.5	)		(0.9	)		0.4
Adjusted EBITDA (E)		16.7			7.7			9.0			77.9			42.0			35.9
Net margin (C/A)		-13.5	%		1.3	%		-14.8	%		0.6	%		-2.1	%		2.7	%
Net margin using RLAS (C/B)		-14.1	%		1.3	%		-15.4	%		0.6	%		-2.3	%		2.9	%
EBITDA Margin (D/A)		-12.4	%		2.0	%		-14.4	%		-0.1	%		-0.2	%		0.1	%
Adjusted EBITDA Margin (E/A)		14.2	%		7.6	%		6.6	%		15.8	%		10.4	%		5.4	%
EBITDA Margin using RLAS (D/B)		-12.9	%		2.1	%		-15.0	%		-0.1	%		-0.2	%		0.1	%
Adjusted EBITDA Margin using RLAS (E/B)		14.8	%		8.0	%		6.8	%		16.4	%		11.0	%		5.4	%

Reconciliation of FX Neutral Revenue Growth Guidance to FX Neutral Revenue Less Ancillary Services Growth Guidance

	Three Months Ended March 31, 2025						Year Ended December 31, 2025
	Low			High			Low			High

FX Neutral GAAP Revenue Growth		10	%		13	%		9	%		13	%

Adjustment for Ancillary Services		1	%		1	%		1	%		1	%

FX Neutral Revenue Less Ancillary Services Growth		11	%		14	%		10	%		14	%

The MIL Network –

February 26, 2025

MIL-OSI: South Plains Financial, Inc. Announces Stock Repurchase Program

Source: GlobeNewswire (MIL-OSI)

LUBBOCK, Texas, Feb. 25, 2025 (GLOBE NEWSWIRE) — South Plains Financial, Inc. (NASDAQ:SPFI) (“South Plains” or the “Company”), today announced that the board of directors of the Company (the “Board”) approved a new stock repurchase program for up to $15.0 million of the outstanding shares of the Company’s common stock (the “Stock Repurchase Program”). The Stock Repurchase Program will conclude on February 21, 2026, subject to the earlier termination or extension of the Stock Repurchase Program by the Board or the $15.0 million designated for the Stock Repurchase Program are depleted.

Under the Stock Repurchase Program, the Company may repurchase shares of the Company’s common stock from time to time through various means, including open market purchases and privately negotiated transactions. Open market repurchases will be conducted in accordance with the limitations set forth in Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable legal requirements. Repurchases under the Stock Repurchase Program may also be made pursuant to a trading plan under Rule 10b5-1 under the Exchange Act, which would permit shares to be repurchased by the Company when the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions. The extent to which the Company repurchases its shares, and the manner, timing and amount of such repurchases, will depend upon a variety of factors, including the performance of the Company’s stock price, general market and economic conditions, regulatory requirements, availability of funds, and other relevant considerations, as determined by the Company. The Company may, in its discretion, begin, suspend or terminate repurchases at any time prior to the Stock Repurchase Program’s expiration, without any prior notice. The Stock Repurchase Program does not obligate the Company to repurchase any particular number or amount of shares of the Company’s common stock and there is no guarantee as to the exact number or value of shares that will be repurchased by the Company under the Stock Repurchase Program.

About South Plains Financial, Inc.

South Plains is the bank holding company for City Bank, a Texas state-chartered bank headquartered in Lubbock, Texas. City Bank is one of the largest independent banks in West Texas and has additional banking operations in the Dallas, El Paso, Greater Houston, the Permian Basin, and College Station, Texas markets, and the Ruidoso, New Mexico market. South Plains provides a wide range of commercial and consumer financial services to small and medium-sized businesses and individuals in its market areas. Its principal business activities include commercial and retail banking, along with investment, trust and mortgage services. Please visit https://www.spfi.bank for more information.

Available Information

The Company routinely posts important information for investors on its web site (under www.spfi.bank and, more specifically, under the News & Events tab at www.spfi.bank/news-events/press-releases). The Company intends to use its web site as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD (Fair Disclosure) promulgated by the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, investors should monitor the Company’s web site, in addition to following the Company’s press releases, SEC filings, public conference calls, presentations and webcasts.

The information contained on, or that may be accessed through, the Company’s web site is not incorporated by reference into, and is not a part of, this document.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect South Plains’ current views with respect to future events. Any statements about South Plains’ expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. South Plains cautions that the forward-looking statements in this press release are based largely on South Plains’ expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond South Plains’ control. Factors that could cause such changes include, but are not limited to, the impact on us and our customers of a decline in general economic conditions and any regulatory responses thereto; potential recession in the United States and our market areas; the impacts related to or resulting from uncertainty in the banking industry as a whole; increased competition for deposits in our market areas and related changes in deposit customer behavior; the impact of changes in market interest rates, whether due to a continuation of the elevated interest rate environment or further reductions in interest rates and a resulting decline in net interest income; the lingering inflationary pressures, and the risk of the resurgence of elevated levels of inflation, in the United States and our market areas; the uncertain impacts of ongoing quantitative tightening and current and future monetary policies of the Board of Governors of the Federal Reserve System; increases in unemployment rates in the United States and our market areas; declines in commercial real estate values and prices; uncertainty regarding United States fiscal debt, deficit and budget matters; cyber incidents or other failures, disruptions or breaches of our operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber attacks; severe weather, natural disasters, acts of war or terrorism, geopolitical instability or other external events; the impact of changes in U.S. presidential administrations or Congress, including potential changes in U.S. and international trade policies and the resulting impact on the Company and its customers; competition and market expansion opportunities; changes in non-interest expenditures or in the anticipated benefits of such expenditures; the risks related to the development, implementation, use and management of emerging technologies, including artificial intelligence and machine learnings; potential costs related to the impacts of climate change; current or future litigation, regulatory examinations or other legal and/or regulatory actions; and changes in applicable laws and regulations. Additional information regarding these risks and uncertainties to which South Plains’ business and future financial performance are subject is contained in South Plains’ most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q on file with the SEC, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of such documents, and other documents South Plains files or furnishes with the SEC from time to time, which are available on the SEC’s website, www.sec.gov. Actual results, performance or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements due to additional risks and uncertainties of which South Plains is not currently aware or which it does not currently view as, but in the future may become, material to its business or operating results. Due to these and other possible uncertainties and risks, the Company can give no assurance that the results contemplated in the forward-looking statements will be realized and readers are cautioned not to place undue reliance on the forward-looking statements contained in this press release. Any forward-looking statements presented herein are made only as of the date of this press release, and South Plains does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, new information, the occurrence of unanticipated events, or otherwise, except as required by applicable law. All forward-looking statements, express or implied, included in the press release are qualified in their entirety by this cautionary statement.

Contact:	Mikella Newsom, Chief Risk Officer and Secretary
	(866) 771-3347
	investors@city.bank

Source: South Plains Financial, Inc.

The MIL Network –

February 26, 2025

MIL-OSI: SiriusPoint Announces Secondary Offering of 4,106,631 Common Shares by Entities Associated with Daniel S. Loeb and Potential Repurchase of up to 2,000,000 Common Shares by SiriusPoint

Source: GlobeNewswire (MIL-OSI)

HAMILTON, Bermuda, Feb. 25, 2025 (GLOBE NEWSWIRE) — SiriusPoint Ltd. (“SiriusPoint” or the “Company”) (NYSE: SPNT) today announced that entities associated with Daniel S. Loeb (collectively, the “Loeb Entities”) are offering an aggregate of 4,106,631 common shares through a registered secondary offering.

SiriusPoint has indicated its intent to repurchase an aggregate of up to 2,000,000 of the common shares being offered in the offering at the public offering price. SiriusPoint would cancel any common shares it repurchases in the offering.

Immediately following the completion of the offering and our previously announced repurchase of all of common shares and warrants currently held by CM Bermuda, it is expected that the Loeb Entities will own approximately 9.67% of SiriusPoint’s issued and outstanding common shares, up from approximately 9.4% prior to the offering and the CM Bermuda repurchase.

Under the terms of the transaction, the remaining shares owned by the Loeb Entities will be subject to a 90 day lock-up agreement with the sole bookrunning manager.

Jefferies is acting as the sole bookrunning manager for the proposed offering.

The offering will be made only by means of an effective registration statement and a prospectus. The Company has previously filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement (including a prospectus) on Form S-3 (File No. 333-283827), dated December 16, 2024, and a preliminary prospectus supplement for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the accompanying prospectus supplement, and other documents the Company has filed with the SEC for more complete information about the Company and this offering. When available, copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at prospectus_department@jefferies.com. Electronic copies of the preliminary prospectus supplement and accompanying prospectus will also be available on the website of the SEC at http://www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Contacts
Investor Relations
Liam Blackledge, SiriusPoint
Liam.Blackledge@siriuspt.com
+ 44 203 772 3082
Media
Sarah Hills, Rein4ce
Sarah.Hills@rein4ce.co.uk
+ 44 7718 882011

About SiriusPoint

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

FORWARD-LOOKING STATEMENTS

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

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

The MIL Network –

February 26, 2025

MIL-OSI: Par Pacific Reports Fourth Quarter and 2024 Results

Source: GlobeNewswire (MIL-OSI)

HOUSTON, Feb. 25, 2025 (GLOBE NEWSWIRE) — Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific” or the “Company”) today reported its financial results for the fourth quarter and twelve months ended December 31, 2024.

Fourth quarter Net Loss of $(55.7) million, or $(1.01) per diluted share; Adjusted Net Loss of $(43.4) million, or $(0.79) per diluted share; Adjusted EBITDA of $10.9 million
Full year net loss of $(33.3) million, or $(0.59) per diluted share; Adjusted Net Income of $21.2 million, or $0.37 per diluted share; Adjusted EBITDA of $238.7 million
Record annual Retail and Logistics segment Adjusted EBITDA
Repurchased 5 million common shares during 2024, or 9% of year end shares outstanding

Par Pacific reported a net loss of $(33.3) million, or $(0.59) per diluted share, for the twelve months ended December 31, 2024, compared to net income of $728.6 million, or $11.94 per diluted share, for the twelve months ended December 31, 2023. Adjusted Net Income for 2024 was $21.2 million, compared to $501.2 million for 2023. 2024 Adjusted EBITDA was $238.7 million, compared to $696.2 million for 2023.

Par Pacific reported a net loss of $(55.7) million, or $(1.01) per diluted share, for the quarter ended December 31, 2024, compared to net income of $289.3 million, or $4.77 per diluted share, for the same quarter in 2023. Fourth quarter 2024 Adjusted Net Loss was $(43.4) million, compared to Adjusted Net Income of $65.2 million in the fourth quarter of 2023. Fourth quarter 2024 Adjusted EBITDA was $10.9 million, compared to $122.0 million in the fourth quarter of 2023. A reconciliation of reported non-GAAP financial measures to their most directly comparable GAAP financial measures can be found in the tables accompanying this news release.

“Our 2024 results underscore our strategic diversification with strong contribution from Hawaii Refining and record profitability in our Retail and Logistics segments,” said Will Monteleone, President and Chief Executive Officer. “Completing the Montana turnaround prior to the summer driving season and starting up our capital efficient Hawaii Sustainable Aviation Fuel project position us for earnings growth.”

Refining

The Refining segment generated operating income of $17.4 million for the year ended December 31, 2024, compared to $676.2 million for the year ended December 31, 2023. Adjusted Gross Margin for the Refining segment in the year ended December 31, 2024 was $618.3 million, compared to $995.0 million in the year ended December 31, 2023.

Refining segment Adjusted EBITDA for the year ended December 31, 2024 was $139.2 million, compared to $621.5 million for the year ended December 31, 2023.

The Refining segment reported an operating loss of $(65.4) million in the fourth quarter of 2024, compared to operating income of $174.0 million in the fourth quarter of 2023. Adjusted Gross Margin for the Refining segment was $92.4 million in the fourth quarter of 2024, compared to $227.2 million in the fourth quarter of 2023.

Refining segment Adjusted EBITDA was $(22.3) million in the fourth quarter of 2024, compared to $106.5 million in the fourth quarter of 2023.

Hawaii
The Hawaii Index averaged $5.52 per barrel in the fourth quarter of 2024, compared to $12.48 per barrel in the fourth quarter of 2023. Throughput in the fourth quarter of 2024 was 83 thousand barrels per day (Mbpd), compared to 81 Mbpd for the same quarter in 2023. Production costs were $4.42 per throughput barrel in the fourth quarter of 2024, compared to $4.80 per throughput barrel in the same period of 2023.

The Hawaii refinery’s Adjusted Gross Margin was $7.36 per barrel during the fourth quarter of 2024, including a net price lag impact of approximately $(5.4) million, or $(0.71) per barrel, compared to $16.73 per barrel during the fourth quarter of 2023.

Montana
The Montana Index averaged $5.75 per barrel in the fourth quarter of 2024, compared to $14.80 in the fourth quarter of 2023. The Montana refinery’s throughput in the fourth quarter of 2024 was 52 Mbpd, compared to 50 Mbpd for the same quarter in 2023. Production costs were $10.48 per throughput barrel in the fourth quarter of 2024, compared to $12.03 per throughput barrel in the same period of 2023.

The Montana refinery’s Adjusted Gross Margin was $3.70 per barrel during the fourth quarter of 2024, compared to $11.55 per barrel during the fourth quarter of 2023.

Washington
The Washington Index averaged $(0.62) per barrel in the fourth quarter of 2024, compared to $5.23 per barrel in the fourth quarter of 2023. The Washington refinery’s throughput was 39 Mbpd in the fourth quarter of 2024, compared to 38 Mbpd in the fourth quarter of 2023. Production costs were $4.34 per throughput barrel in the fourth quarter of 2024, compared to $4.53 per throughput barrel in the same period of 2023.

The Washington refinery’s Adjusted Gross Margin was $1.05 per barrel during the fourth quarter of 2024, compared to $7.87 per barrel during the fourth quarter of 2023.

Wyoming

The Wyoming Index averaged $13.36 per barrel in the fourth quarter of 2024, compared to $16.58 per barrel in the fourth quarter of 2023. The Wyoming refinery’s throughput was 14 Mbpd in the fourth quarter of 2024, compared to 17 Mbpd in the fourth quarter of 2023. Production costs were $11.49 per throughput barrel in the fourth quarter of 2024, compared to $8.03 per throughput barrel in the same period of 2023.

The Wyoming refinery’s Adjusted Gross Margin was $11.11 per barrel during the fourth quarter of 2024, including a FIFO impact of approximately $(2.2) million, or $(1.75) per barrel, compared to $13.90 per barrel during the fourth quarter of 2023.

Wyoming Refining Operational Update

The Wyoming refinery experienced an operational incident on the evening of February 12, 2025, and has remained safely idled through the extreme winter weather conditions. We expect to restart the refinery in mid-April at reduced throughput and return to full operations by the end of May.

Retail

The Retail segment reported operating income of $64.8 million for the twelve months ended December 31, 2024, compared to $56.6 million in the twelve months ended December 31, 2023. Adjusted Gross Margin for the Retail segment was $164.7 million for the twelve months ended December 31, 2024, compared to $155.3 million in the twelve months ended December 31, 2023.

For the twelve months ended December 31, 2024, Retail Adjusted EBITDA was $76.0 million, compared to $68.3 million for the twelve months ended December 31, 2023. For the twelve months ended December 31, 2024, the Retail segment reported fuel sales volumes of 121.5 million gallons, compared to 117.6 million gallons for the twelve months ended December 31, 2023. 2024 same store fuel volumes and inside sales revenue increased by 2.2% and 4.6%, respectively, compared to 2023.

The Retail segment reported operating income of $19.5 million in the fourth quarter of 2024, compared to $14.6 million in the fourth quarter of 2023. Adjusted Gross Margin for the Retail segment was $43.4 million in the fourth quarter of 2024, compared to $40.5 million in the same quarter of 2023.

Retail segment Adjusted EBITDA was $22.2 million in the fourth quarter of 2024, compared to $17.2 million in the fourth quarter of 2023. The Retail segment reported sales volumes of 30.3 million gallons in the fourth quarter of 2024, compared to 29.8 million gallons in the same quarter of 2023. Fourth quarter 2024 same store fuel volumes and inside sales revenue increased by 2.1% and 6.2%, respectively, compared to fourth quarter of 2023.

Logistics

The Logistics segment generated operating income of $89.4 million for the twelve months ended December 31, 2024, compared to $69.7 million for the twelve months ended December 31, 2023. Adjusted Gross Margin for the Logistics segment was $135.8 million for the twelve months ended December 31, 2024, compared to $121.2 million for the twelve months ended December 31, 2023.

Adjusted EBITDA for the Logistics segment was $120.2 million for the twelve months ended December 31, 2024, compared to $96.7 million for the twelve months ended December 31, 2023.

The Logistics segment reported operating income of $24.8 million in the fourth quarter of 2024, compared to $15.7 million in the fourth quarter of 2023. Adjusted Gross Margin for the Logistics segment was $36.8 million in the fourth quarter of 2024, compared to $35.3 million in the same quarter of 2023.

Logistics segment Adjusted EBITDA was $33.0 million in the fourth quarter of 2024, compared to $24.0 million in the fourth quarter of 2023.

Liquidity

Net cash provided by operations totaled $83.8 million for the twelve months ended December 31, 2024, including working capital outflows of $(18.1) million and deferred turnaround expenditures of $(73.5) million. Excluding these items, net cash provided by operations totaled $175.3 million for the twelve months ended December 31, 2024. Net cash provided by operations totaled $579.2 million for the twelve months ended December 31, 2023.

Net cash used in operations totaled $(15.5) million for the three months ended December 31, 2024, including working capital inflows of $19.9 million and deferred turnaround expenditures of $(15.7) million. Excluding these items, net cash used in operations totaled $(19.6) million for the three months ended December 31, 2024. Net cash used in operations totaled $(2.3) million for the three months ended December 31, 2023.

Net cash used in investing activities totaled $(47.7) million and $(134.0) million for the three months and twelve months ended December 31, 2024, respectively, compared to $(27.3) million and $(659.0) million for the three months and twelve months ended December 31, 2023, respectively. Net cash used in investing activities for the three months and twelve months ended December 31, 2024, includes $(47.7) million and $(135.5) million in capital expenditures, respectively.

Net cash provided by (used in) financing activities totaled $72.1 million and $(37.0) million for the three months and twelve months ended December 31, 2024, respectively, compared to net cash used in financing activities of $(56.6) million and $(135.6) million for the three months and twelve months ended December 31, 2023, respectively.

At December 31, 2024, Par Pacific’s cash balance totaled $191.9 million, gross term debt was $644.2 million, and total liquidity was $613.7 million. Net term debt was $452.3 million at December 31, 2024. In February 2025, the Company’s Board of Directors authorized management to repurchase up to $250 million of common stock, with no specified end date. This replaces the prior authorization to repurchase up to $250 million of common stock.

Laramie Energy

In conjunction with Laramie Energy LLC’s (“Laramie’s”) refinancing and subsequent cash distribution to Par Pacific during the first quarter of 2023, we resumed the application of equity method accounting for our investment in Laramie effective February 21, 2023.

During the three and twelve months ended December 31, 2024, we recorded $(3.2) million and $(0.3) million of equity losses. Laramie’s total net loss was $(11.3) million in the fourth quarter of 2024, including unrealized losses on derivatives of $(5.2) million, compared to net income of $42.5 million in the fourth quarter of 2023. Laramie’s total net loss was $(15.5) million during the twelve months ended December 31, 2024, including unrealized losses on derivatives of $(3.6) million, compared to net income of $96.6 million during the twelve months ended December 31, 2023.

Laramie’s total Adjusted EBITDAX was $11.0 million and $45.8 million for the three and twelve months ended December 31, 2024, respectively, compared to $19.6 million and $89.7 million for the three and twelve months ended December 31, 2023, respectively.

Laramie’s balance sheet position is strong with $68.6 million of cash and $160.0 million of debt at December 31, 2024. Laramie’s 2024 production was 96.6 million cubic feet of gas equivalent per day (MMcfe/d) and its management team plans to run a one-rig program throughout 2025. Approximately 79% of Laramie’s 2025 production is hedged at $3.20 per million British thermal unit (MMBtu).

Conference Call Information

A conference call is scheduled for Wednesday, February 26, 2025 at 9:00 a.m. Central Time (10:00 a.m. Eastern Time). To access the call, please dial 1-833-974-2377 inside the U.S. or 1-412-317-5782 outside of the U.S. and ask for the Par Pacific call. Please dial in at least 10 minutes early to register. The webcast may be accessed online through the Company’s website at http://www.parpacific.com on the Investors page. A telephone replay will be available until March 12, 2025, and may be accessed by calling 1-877-344-7529 inside the U.S. or 1-412-317-0088 outside the U.S. and using the conference ID 2219355.

About Par Pacific

Par Pacific Holdings, Inc. (NYSE: PARR), headquartered in Houston, Texas, is a growing energy company providing both renewable and conventional fuels to the western United States. Par Pacific owns and operates 219,000 bpd of combined refining capacity across four locations in Hawaii, the Pacific Northwest and the Rockies, and an extensive energy infrastructure network, including 13 million barrels of storage, and marine, rail, rack, and pipeline assets. In addition, Par Pacific operates the Hele retail brand in Hawaii and the “nomnom” convenience store chain in the Pacific Northwest. Par Pacific also owns 46% of Laramie Energy, LLC, a natural gas production company with operations and assets concentrated in Western Colorado. More information is available at www.parpacific.com.

Forward-Looking Statements

This news release (and oral statements regarding the subject matter of this news release, including those made on the conference call and webcast announced herein) includes certain “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, which are intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements include, without limitation, statements about: expected market conditions; anticipated free cash flows; anticipated refinery throughput; anticipated cost savings; anticipated capital expenditures, including major maintenance costs, and their effect on our financial and operating results, including earnings per share and free cash flow; anticipated retail sales volumes and on-island sales; the anticipated financial and operational results of Laramie Energy, LLC; the amount of our discounted net cash flows and the impact of our NOL carryforwards thereon; our ability to identify, acquire, and develop energy, related retailing, and infrastructure businesses; the timing and expected results of certain development projects, as well as the impact of such investments on our product mix and sales; the anticipated synergies and other benefits of the Billings refinery and associated marketing and logistics assets (“Billings Acquisition”), including renewable growth opportunities, the anticipated financial and operating results of the Billings Acquisition and the effect on Par Pacific’s cash flows and profitability (including Adjusted EBITDA and Adjusted Net Income and Free Cash Flow per share); and other risks and uncertainties detailed in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and any other documents that we file with the Securities and Exchange Commission. Additionally, forward-looking statements are subject to certain risks, trends, and uncertainties, such as changes to our financial condition and liquidity; the volatility of crude oil and refined product prices; the Russia-Ukraine war, Israel-Palestine conflict, Houthi attacks in the Red Sea, Iranian activities in the Strait of Hormuz and their potential impacts on global crude oil markets and our business; operating disruptions at our refineries resulting from unplanned maintenance events or natural disasters; environmental risks; changes in the labor market; and risks of political or regulatory changes. We cannot provide assurances that the assumptions upon which these forward-looking statements are based will prove to have been correct. Should any of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward-looking statements, and investors are cautioned not to place undue reliance on these forward-looking statements, which are current only as of this date. We do not intend to update or revise any forward-looking statements made herein or any other forward-looking statements as a result of new information, future events, or otherwise. We further expressly disclaim any written or oral statements made by a third party regarding the subject matter of this news release.

Contact:
Ashimi Patel
VP, Investor Relations & Sustainability
(832) 916-3355
apatel@parpacific.com

Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share data)

	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
Revenues	$	1,832,221		$	2,183,511		$	7,974,457		$	8,231,955
Operating expenses
Cost of revenues (excluding depreciation)		1,678,273			1,799,898			7,101,148			6,838,109
Operating expense (excluding depreciation)		139,893			155,441			584,282			485,587
Depreciation and amortization		34,911			31,943			131,590			119,830
General and administrative expense (excluding depreciation)		21,522			25,299			108,844			91,447
Equity losses (earnings) from refining and logistics investments		941			(7,485	)		(11,905	)		(11,844	)
Acquisition and integration costs		32			269			100			17,482
Par West redevelopment and other costs		3,500			2,907			12,548			11,397
Loss (gain) on sale of assets, net		108			(59	)		222			(59	)
Total operating expenses		1,879,180			2,008,213			7,926,829			7,551,949
Operating income (loss)		(46,959	)		175,298			47,628			680,006
Other income (expense)
Interest expense and financing costs, net		(21,073	)		(20,476	)		(82,793	)		(72,450	)
Debt extinguishment and commitment costs		(270	)		(1,500	)		(1,688	)		(19,182	)
Other loss, net		(422	)		(354	)		(1,869	)		(53	)
Equity earnings (losses) from Laramie Energy, LLC		(3,163	)		14,279			(296	)		24,985
Total other expense, net		(24,928	)		(8,051	)		(86,646	)		(66,700	)
Income (loss) before income taxes		(71,887	)		167,247			(39,018	)		613,306
Income tax benefit (expense)		16,192			122,077			5,696			115,336
Net income (loss)	$	(55,695	)	$	289,324		$	(33,322	)	$	728,642

Weighted-average shares outstanding
Basic		55,252			59,403		56,775			60,035
Diluted		55,252			60,609		56,775			61,014

Income (loss) per share
Basic	$	(1.01	)	$	4.87	$	(0.59	)	$	12.14
Diluted	$	(1.01	)	$	4.77	$	(0.59	)	$	11.94

Balance Sheet Data
(Unaudited)
(in thousands)

	December 31, 2024		December 31, 2023
Balance Sheet Data
Cash and cash equivalents	$	191,921	$	279,107
Working capital (1)		488,940		190,042
ABL Credit Facility		483,000		115,000
Term debt (2)		644,233		550,621
Total debt, including current portion		1,112,967		650,858
Total stockholders’ equity		1,191,302		1,335,424

_______________________________________

(1)	Working capital is calculated as (i) total current assets excluding cash and cash equivalents less (ii) total current liabilities excluding current portion of long-term debt. Total current assets include inventories stated at the lower of cost or net realizable value.
(2)	Term debt includes the Term Loan Credit Agreement and other long-term debt.

Operating Statistics

The following table summarizes key operational data:

	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
Total Refining Segment
Feedstocks throughput (Mbpd) (1)		187.8			186.0			186.7			170.3
Refined product sales volume (Mbpd) (1)		199.4			194.4			199.9			183.1

Hawaii Refinery
Feedstocks throughput (Mbpd)		83.3			80.6			81.1			80.8

Yield (% of total throughput)
Gasoline and gasoline blendstocks		27.0	%		25.2	%		26.2	%		26.3	%
Distillates		41.1	%		39.3	%		38.9	%		40.4	%
Fuel oils		29.2	%		31.8	%		31.3	%		28.9	%
Other products	(0.2)%			(0.2)%				0.2	%		1.1	%
Total yield		97.1	%		96.1	%		96.6	%		96.7	%

Refined product sales volume (Mbpd)		93.7			89.0			89.3			89.1

Adjusted Gross Margin per bbl ($/throughput bbl) (2)	$	7.36		$	16.73		$	9.34		$	15.25
Production costs per bbl ($/throughput bbl) (3)		4.42			4.80			4.58			4.57
D&A per bbl ($/throughput bbl)		0.32			0.54			0.43			0.65

Montana Refinery
Feedstocks Throughput (Mbpd) (1)		51.9			49.8			49.9			54.4

Yield (% of total throughput)
Gasoline and gasoline blendstocks		43.9	%		45.1	%		48.0	%		48.1	%
Distillates		32.7	%		38.8	%		31.9	%		32.0	%
Asphalt		15.2	%		8.7	%		10.9	%		12.1	%
Other products		2.7	%		2.5	%		3.9	%		3.2	%
Total yield		94.5	%		95.1	%		94.7	%		95.4	%

Refined product sales volume (Mbpd) (1)		52.9			51.5			53.2			58.6

Adjusted Gross Margin per bbl ($/throughput bbl) (2)	$	3.70		$	11.55		$	11.37		$	21.14
Production costs per bbl ($/throughput bbl) (3)		10.48			12.03			12.42			10.78
D&A per bbl ($/throughput bbl)		2.26			1.10			1.83			1.45

	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
Washington Refinery
Feedstocks throughput (Mbpd)		39.0			38.4			38.2			40.0

Yield (% of total throughput)
Gasoline and gasoline blendstocks		23.6	%		23.8	%		23.9	%		23.5	%
Distillate		34.6	%		34.1	%		34.5	%		34.5	%
Asphalt		19.4	%		20.6	%		18.8	%		19.7	%
Other products		19.3	%		18.6	%		19.3	%		18.7	%
Total yield		96.9	%		97.1	%		96.5	%		96.4	%

Refined product sales volume (Mbpd)		37.9			37.0			39.2			41.7

Adjusted Gross Margin per bbl ($/throughput bbl) (2)	$	1.05		$	7.87		$	3.25		$	9.41
Production costs per bbl ($/throughput bbl) (3)		4.34			4.53			4.28			4.12
D&A per bbl ($/throughput bbl)		1.91			2.22			1.97			1.91

Wyoming Refinery
Feedstocks throughput (Mbpd)		13.6			17.2			17.5			17.6

Yield (% of total throughput)
Gasoline and gasoline blendstocks		51.5	%		50.3	%		46.9	%		47.1	%
Distillate		43.1	%		45.0	%		47.1	%		46.7	%
Fuel oils		1.7	%		2.3	%		2.4	%		2.5	%
Other products		1.7	%		1.0	%		2.1	%		1.5	%
Total yield		98.0	%		98.6	%		98.5	%		97.8	%

Refined product sales volume (Mbpd)		14.9			16.9			18.2			17.9

Adjusted Gross Margin per bbl ($/throughput bbl) (2)	$	11.11		$	13.90		$	13.73		$	25.15
Production costs per bbl ($/throughput bbl) (3)		11.49			8.03			8.10			7.50
D&A per bbl ($/throughput bbl)		3.55			2.71			2.71			2.69


Par Pacific Indices ($ per barrel)
Hawaii Index (4)	$	5.52		$	12.48		$	7.21		$	13.06
Montana Index (5)		5.75			14.80			14.39			23.71
Washington Index (6)		(0.62	)		5.23			4.13			9.81
Wyoming Index (7)		13.36			16.58			16.47			24.48

Market Cracks ($ per barrel)
Singapore 3.1.2 Product Crack (4)	$	11.69		$	19.44		$	13.36		$	19.50
Montana 6.3.2.1 Product Crack (5)		15.31			23.56			21.59			30.15
Washington 3.1.1.1 Product Crack (6)		8.29			10.83			12.11			17.91
Wyoming 2.1.1 Product Crack (7)		16.00			18.70			18.48			27.52

Crude Oil Prices ($ per barrel) (8)
Brent	$	74.01		$	82.85		$	79.86		$	82.17
WTI		70.32			78.53			75.76			77.60
ANS (-) Brent		1.00			2.21			1.55			0.95
Bakken Guernsey (-) WTI		(1.22	)		(2.20	)		(1.26	)		(0.65	)
Bakken Williston (-) WTI		(2.54	)		(2.50	)		(2.45	)		(0.09	)
WCS Hardisty (-) WTI		(12.27	)		(22.78	)		(13.90	)		(17.92	)
MSW (-) WTI		(3.68	)		(7.34	)		(4.03	)		(3.70	)
Syncrude (-) WTI		(0.42	)		(4.12	)		0.18			1.32
Brent M1-M3		0.74			1.01			1.10			0.81

Retail Segment
Retail sales volumes (thousands of gallons)		30,287			29,840			121,473			117,550

_______________________________________

(1)	Feedstocks throughput and sales volumes per day for the Montana refinery for the three months and year ended December 31, 2023 are calculated based on the 92 and 214-day periods for which we owned the Montana refinery during the three months and year ended December 31, 2023, respectively. As such, the amounts for the total refining segment represent the sum of the Hawaii, Washington, and Wyoming refineries’ throughput or sales volumes averaged over the three months and year ended December 31, 2023 plus the Montana refinery’s throughput or sales volumes averaged over the periods from October 1, 2023, to December 31, 2023 and June 1, 2023 to December 31, 2023, respectively. The 2024 amounts for the total refining segment represent the sum of the Hawaii, Montana, Washington, and Wyoming refineries’ throughput or sales volumes averaged over the three months and year ended December 31, 2024.
(2)	We calculate Adjusted Gross Margin per barrel by dividing Adjusted Gross Margin by total refining throughput. Adjusted Gross Margin for our Washington refinery is determined under the last-in, first-out (“LIFO”) inventory costing method. Adjusted Gross Margin for our other refineries is determined under the first-in, first-out (“FIFO”) inventory costing method.
(3)	Management uses production costs per barrel to evaluate performance and compare efficiency to other companies in the industry. There are a variety of ways to calculate production costs per barrel; different companies within the industry calculate it in different ways. We calculate production costs per barrel by dividing all direct production costs, which include the costs to run the refineries, including personnel costs, repair and maintenance costs, insurance, utilities, and other miscellaneous costs, by total refining throughput. Our production costs are included in Operating expense (excluding depreciation) on our condensed consolidated statements of operations, which also includes costs related to our bulk marketing operations and severance costs.
(4)	Beginning in 2025, we established the Hawaii Index as a new benchmark for our Hawaii operations. We believe the Hawaii Index, which incorporates market cracks and landed crude differentials, better reflects the key drivers impacting our Hawaii refinery’s financial performance compared to prior reported market indices. The Hawaii Index is calculated as the Singapore 3.1.2 Product Crack, or one part gasoline (RON 92) and two parts distillates (Sing Jet & Sing gasoil) as created from a barrel of Brent crude oil, less the Par Hawaii Refining, LLC (“PHR”) crude differential.
(5)	Beginning in 2025, we established the Montana Index as a new benchmark for our Montana refinery. We believe the Montana Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Montana refinery’s financial performance compared to prior reported market indices. Beginning in 2025, market cracks have been updated to reflect local market product pricing, which better reflects our Montana refinery’s refined product sales price compared to prior reported market indices. The Montana Index is calculated as the Montana 6.3.2.1 Product Crack less Montana crude costs, less other costs of sales, including inflation-adjusted product delivery costs, yield loss expense, taxes and tariffs, and product discounts. The Montana 6.3.2.1 Product Crack is calculated by taking three parts gasoline (Billings E10 and Spokane E10), two parts distillate (Billings ULSD and Spokane ULSD), and one part asphalt (Rocky Mountain Rail Asphalt) as created from a barrel of WTI crude oil, less 100% of the RVO cost for gasoline and ULSD. Asphalt pricing is lagged by one month. The Montana crude cost is calculated as 60% WCS differential to WTI, 20% MSW differential to WTI, and 20% Syncrude differential to WTI. The Montana crude cost is lagged by three months and includes an inflation-adjusted crude delivery cost. Other costs of sales and crude delivery costs are based on historical averages and management’s estimates.
(6)	Beginning in 2025, we established the Washington Index as a new benchmark for our Washington refinery. We believe the Washington Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Washington refinery’s financial performance compared to prior reported market indices. Beginning in 2025, market cracks have been updated to reflect local market product pricing, which better reflects our Washington refinery’s refined product sales price compared to prior reported market indices. The Washington Index is calculated as the Washington 3.1.1.1 Product Crack, less Washington crude costs, less other costs of sales, including inflation-adjusted product delivery costs, yield loss expense and state and local taxes. The Washington 3.1.1.1 Product Crack is calculated by taking one part gasoline (Tacoma E10), one part distillate (Tacoma ULSD) and one part secondary products (USGC VGO and Rocky Mountain Rail Asphalt) as created from a barrel of WTI crude oil, less 100% of the RVO cost for gasoline and ULSD. Asphalt pricing is lagged by one month. The Washington crude cost is calculated as 67% Bakken Williston differential to WTI and 33% WCS Hardisty differential to WTI. The Washington crude cost is lagged by one month and includes an inflation-adjusted crude delivery cost. Other costs of sales and crude delivery costs are based on historical averages and management’s estimates.
(7)	Beginning in 2025, we established the Wyoming Index as a new benchmark for our Wyoming refinery. We believe the Wyoming Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Wyoming refinery’s financial performance compared to prior reported market indices. Beginning in 2025, market cracks have also been updated to reflect local market product pricing, which better reflects our Wyoming refinery’s refined product sales price compared to prior reported market indices. The Wyoming Index is calculated as the Wyoming 2.1.1 Product Crack, less Wyoming crude costs, less other cost of sales, including inflation adjusted product delivery costs and yield loss expense, based on historical averages and management’s estimates. The Wyoming 2.1.1 Product Crack is calculated by taking one part gasoline (Rockies gasoline) and one part distillate (USGC ULSD and USGC Jet) as created from a barrel of WTI crude oil, less 100% of the RVO cost for gasoline and ULSD. The Wyoming crude cost is calculated as the Bakken Guernsey differential to WTI on a one-month lag.
(8)	Beginning in 2025, crude oil prices have been updated and expanded to reflect regional differentials to Brent and WTI, which better reflect our refineries’ feedstock costs compared to prior crude oil pricing.

Non-GAAP Performance Measures

Management uses certain financial measures to evaluate our operating performance that are considered non-GAAP financial measures. These measures should not be considered in isolation or as substitutes or alternatives to their most directly comparable GAAP financial measures or any other measure of financial performance or liquidity presented in accordance with GAAP. These non-GAAP measures may not be comparable to similarly titled measures used by other companies since each company may define these terms differently.

We believe Adjusted Gross Margin (as defined below) provides useful information to investors because it eliminates the gross impact of volatile commodity prices and adjusts for certain non-cash items and timing differences created by our inventory financing agreements and lower of cost and net realizable value adjustments to demonstrate the earnings potential of the business before other fixed and variable costs, which are reported separately in Operating expense (excluding depreciation) and Depreciation and amortization. Management uses Adjusted Gross Margin per barrel to evaluate operating performance and compare profitability to other companies in the industry and to industry benchmarks. We believe Adjusted Net Income (Loss) and Adjusted EBITDA (as defined below) are useful supplemental financial measures that allow investors to assess the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis, the ability of our assets to generate cash to pay interest on our indebtedness, and our operating performance and return on invested capital as compared to other companies without regard to financing methods and capital structure. We believe Adjusted EBITDA by segment (as defined below) is a useful supplemental financial measure to evaluate the economic performance of our segments without regard to financing methods, capital structure, or historical cost basis.

Beginning with financial results reported for the second quarter of 2023, Adjusted Gross Margin, Adjusted Net Income (Loss), and Adjusted EBITDA also exclude our portion of interest, taxes, and depreciation expense from our refining and logistics investments acquired on June 1, 2023, as part of the Billings Acquisition.

Beginning with financial results reported for the fourth quarter of 2023, Adjusted Gross Margin, Adjusted Net Income (Loss), and Adjusted EBITDA excludes all hedge losses (gains) associated with our Washington ending inventory and LIFO layer increment impacts associated with our Washington inventory. In addition, we have modified our environmental obligation mark-to-market adjustment to include only the mark-to-market losses (gains) associated with our net RINs liability and net obligation associated with the Washington Climate Commitment Act (“Washington CCA”) and Clean Fuel Standard. This modification was made as part of our change in how we estimate our environmental obligation liabilities.

Beginning with financial results reported for the fourth quarter of 2023, Adjusted Net Income (loss) excludes unrealized interest rate derivative losses (gains) and all Laramie Energy related impacts with the exception of cash distributions. We have recast Adjusted Net Income (Loss) for prior periods when reported to conform to the modified presentation.

Beginning with financial results reported for the first quarter of 2024, Adjusted Net Income (loss) also excludes other non-operating income and expenses. This modification improves comparability between periods by excluding income and expenses resulting from non-operating activities.

Effective as of the fourth quarter of 2024, we have modified our definition of Adjusted Gross Margin, Adjusted Net Income (Loss) and Adjusted EBITDA to align the accounting treatment for deferred turnaround costs from our refining and logistics investments with our accounting policy. Under this approach, we exclude our share of their turnaround expenses, which are recorded as period costs in their financial statements, and instead defer and amortize these costs on a straight-line basis over the period estimated until the next planned turnaround. This modification enhances consistency and comparability across reporting periods.

Adjusted Gross Margin

Adjusted Gross Margin is defined as Operating income (loss) excluding:

•		operating expense (excluding depreciation);
•		depreciation and amortization (“D&A”);
•		Par’s portion of interest, taxes, and D&A expense from refining and logistics investments;
•		impairment expense;
•		loss (gain) on sale of assets, net;
•		Par’s portion of accounting policy differences from refining and logistics investments;
•		inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory);
•		Environmental obligation mark-to-market adjustments (which represents the mark-to-market losses (gains) associated with our net RINs liability and net obligation associated with the Washington CCA and Clean Fuel Standard); and
•		unrealized loss (gain) on derivatives.

The following tables present a reconciliation of Adjusted Gross Margin to the most directly comparable GAAP financial measure, operating income (loss), on a historical basis, for selected segments, for the periods indicated (in thousands):

Three months ended December 31, 2024	Refining			Logistics		Retail
Operating income (loss)	$	(65,399	)	$	24,772	$	19,477
Operating expense (excluding depreciation)		114,706			3,829		21,358
Depreciation and amortization		24,524			7,140		2,566
Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments		456			1,101		—
Inventory valuation adjustment		5,929			—		—
Environmental obligation mark-to-market adjustments		(937	)		—		—
Unrealized loss on commodity derivatives		9,220			—		—
Par’s portion of accounting policy differences from refining and logistics investments		3,856			—		—
Loss on sale of assets, net		8			—		—
Adjusted Gross Margin (1)	$	92,363		$	36,842	$	43,401

Three months ended December 31, 2023	Refining			Logistics		Retail
Operating income	$	174,038		$	15,709	$	14,594
Operating expense (excluding depreciation)		120,810			11,272		23,359
Depreciation and amortization		21,190			7,321		2,885
Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments		765			952		—
Inventory valuation adjustment		(24,089	)		—		—
Environmental obligation mark-to-market adjustments		(15,672	)		—		—
Unrealized gain on commodity derivatives		(50,024	)		—		—
Loss (gain) on sale of assets, net		219			—		(308	)
Adjusted Gross Margin (1) (2)	$	227,237		$	35,254	$	40,530

Year Ended December 31, 2024	Refining			Logistics		Retail
Operating income	$	17,412		$	89,351	$	64,800
Operating expense (excluding depreciation)		479,737			15,676		88,869
Depreciation and amortization		91,108			27,033		11,037
Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments		2,493			3,651		—
Inventory valuation adjustment		(490	)		—		—
Environmental obligation mark-to-market adjustments		(19,136	)		—		—
Unrealized loss on commodity derivatives		43,281			—		—
Par’s portion of accounting policy differences from refining and logistics investments		3,856			—		—
Loss (gain) on sale of assets, net		8			124		(10	)
Adjusted Gross Margin (1)	$	618,269		$	135,835	$	164,696

Year Ended December 31, 2023	Refining			Logistics		Retail
Operating income	$	676,161		$	69,744	$	56,603
Operating expense (excluding depreciation)		373,612			24,450		87,525
Depreciation and amortization		81,017			25,122		11,462
Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments		1,586			1,857		—
Inventory valuation adjustment		102,710			—		—
Environmental obligation mark-to-market adjustments		(189,783	)		—		—
Unrealized gain on commodity derivatives		(50,511	)		—		—
Loss (gain) on sale of assets, net		219			—		(308	)
Adjusted Gross Margin (1) (2)	$	995,011		$	121,173	$	155,282

_______________________________________

(1)	For the three months and years ended December 31, 2024 and 2023, there was no impairment expense in Operating income.
(2)	For the three months and year ended December 31, 2023, there was no impact in Operating income from accounting policy differences at our refining and logistics investments.

Adjusted Net Income (Loss) and Adjusted EBITDA

Adjusted Net Income (Loss) is defined as Net income (loss) excluding:

•		inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory);
•		Environmental obligation mark-to-market adjustments (which represents the mark-to-market losses (gains) associated with our net RINs liability and net obligation associated with the Washington CCA and Clean Fuel Standard);
•		unrealized (gain) loss on derivatives;
•		acquisition and integration costs;
•		redevelopment and other costs related to Par West;
•		debt extinguishment and commitment costs;
•		increase in (release of) tax valuation allowance and other deferred tax items;
•		changes in the value of contingent consideration and common stock warrants;
•		severance costs and other non-operating expense (income);
•		(gain) loss on sale of assets;
•		impairment expense;
•		impairment expense associated with our investment in Laramie Energy;
•		Par’s share of equity (earnings) losses from Laramie Energy, LLC, excluding cash distributions; and
•		Par’s portion of accounting policy differences from refining and logistics investments.

Adjusted EBITDA is defined as Adjusted Net Income (Loss) excluding:

•		D&A;
•		interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain);
•		cash distributions from Laramie Energy, LLC to Par;
•		Par’s portion of interest, taxes, and D&A expense from refining and logistics investments; and
•		income tax expense (benefit) excluding the increase in (release of) tax valuation allowance.

The following table presents a reconciliation of Adjusted Net Income (Loss) and Adjusted EBITDA to the most directly comparable GAAP financial measure, net income (loss), on a historical basis for the periods indicated (in thousands):

	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
Net income (loss)	$	(55,695	)	$	289,324		$	(33,322	)	$	728,642
Inventory valuation adjustment		5,929			(24,089	)		(490	)		102,710
Environmental obligation mark-to-market adjustments		(937	)		(15,672	)		(19,136	)		(189,783	)
Unrealized loss (gain) on derivatives		8,729			(48,539	)		42,485			(49,690	)
Acquisition and integration costs		32			269			100			17,482
Par West redevelopment and other costs		3,500			2,907			12,548			11,397
Debt extinguishment and commitment costs		270			1,500			1,688			19,182
Changes in valuation allowance and other deferred tax items (1)		(12,553	)		(126,219	)		(3,315	)		(126,219	)
Severance costs and other non-operating expense (2)		154			100			14,802			1,785
Loss (gain) on sale of assets, net		108			(59	)		222			(59	)
Equity (earnings) losses from Laramie Energy, LLC, excluding cash distributions		3,163			(14,279	)		1,781			(14,279	)
Par’s portion of accounting policy differences from refining and logistics investments		3,856			—			3,856			—
Adjusted Net Income (Loss) (3) (4)		(43,444	)		65,243			21,219			501,168
Depreciation and amortization		34,911			31,943			131,590			119,830
Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain)		21,564			18,991			83,589			71,629
Laramie Energy, LLC cash distributions to Par		—			—			(1,485	)		(10,706	)
Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments		1,557			1,717			6,144			3,443
Income tax expense (benefit)		(3,639	)		4,142			(2,381	)		10,883
Adjusted EBITDA (3)	$	10,949		$	122,036		$	238,676		$	696,247

_______________________________________

(1)	For the three months and year ended December 31, 2024, we recognized a non-cash deferred tax benefit of $12.6 million and $3.3 million, respectively. This tax benefit is included in Income tax expense (benefit) on our consolidated statements of operations. For the three months and year ended December 31, 2023, we recognized a non-cash deferred tax benefit of $126.2 million primarily related to the release of a majority of the valuation allowance against our federal net deferred tax assets.
(2)	For the year ended December 31, 2024, we incurred $13.1 million of stock-based compensation expenses associated with accelerated vesting of equity awards and modification of vested equity awards related to our CEO transition and $0.8 million for a legal settlement unrelated to current operating activities.
(3)	For the three months and years ended December 31, 2024 and 2023, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, impairments associated with our investment in Laramie Energy, or our share of Laramie Energy’s asset impairment losses in excess of our basis difference. Please read the Non-GAAP Performance Measures discussion above for information regarding changes to the components of Adjusted Net Income (Loss) and Adjusted EBITDA made during the reporting periods.
(4)	For the three months and year ended December 31, 2023, there was no impact in Operating income from accounting policy differences at our refining and logistics investments.

The following table sets forth the computation of basic and diluted Adjusted Net Income (Loss) per share (in thousands, except per share amounts):

	Three Months Ended December 31,					Year Ended December 31,
		2024			2023		2024		2023
Adjusted Net Income (Loss)	$	(43,444	)	$	65,243	$	21,219	$	501,168
Plus: effect of convertible securities		—			—		—		—
Numerator for diluted income (loss) per common share	$	(43,444	)	$	65,243	$	21,219	$	501,168

Basic weighted-average common stock shares outstanding		55,252			59,403		56,775		60,035
Add dilutive effects of common stock equivalents (1)		—			1,206		657		979
Diluted weighted-average common stock shares outstanding		55,252			60,609		57,432		61,014

Basic Adjusted Net Income (Loss) per common share	$	(0.79	)	$	1.10	$	0.37	$	8.35
Diluted Adjusted Net Income (Loss) per common share	$	(0.79	)	$	1.08	$	0.37	$	8.21

_______________________________________

(1)	Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted Adjusted Net Loss per common share for the three months ended December 31, 2024.

Adjusted EBITDA by Segment

Adjusted EBITDA by segment is defined as Operating income (loss) excluding:

•		D&A;
•		inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory);
•		Environmental obligation mark-to-market adjustments (which represents the mark-to-market losses (gains) associated with our net RINs liability and net obligation associated with the Washington CCA and Clean Fuel Standard);
•		unrealized (gain) loss on derivatives;
•		acquisition and integration costs;
•		redevelopment and other costs related to Par West;
•		severance costs and other non-operating expense (income);
•		(gain) loss on sale of assets;
•		impairment expense;
•		Par’s portion of interest, taxes, and D&A expense from refining and logistics investments; and
•		Par’s portion of accounting policy differences from refining and logistics investments.

Adjusted EBITDA by segment also includes Gain on curtailment of pension obligation and Other income (loss), net, which are presented below operating income (loss) on our condensed consolidated statements of operations.

The following table presents a reconciliation of Adjusted EBITDA by segment to the most directly comparable GAAP financial measure, operating income (loss) by segment, on a historical basis, for selected segments, for the periods indicated (in thousands):

	Three Months Ended December 31, 2024
	Refining			Logistics		Retail		Corporate and Other
Operating income (loss) by segment	$	(65,399	)	$	24,772	$	19,477	$	(25,809	)
Depreciation and amortization		24,524			7,140		2,566		681
Inventory valuation adjustment		5,929			—		—		—
Environmental obligation mark-to-market adjustments		(937	)		—		—		—
Unrealized loss on commodity derivatives		9,220			—		—		—
Acquisition and integration costs		—			—		—		32
Par West redevelopment and other costs		—			—		—		3,500
Severance costs and other non-operating expense		—			—		154		—
Par’s portion of accounting policy differences from refining and logistics investments		3,856			—		—		—
Loss on sale of assets, net		8			—		—		100
Par’s portion of interest, taxes, depreciation and amortization expense from refining and logistics investments		456			1,101		—		—
Other loss, net		—			—		—		(422	)
Adjusted EBITDA (1)	$	(22,343	)	$	33,013	$	22,197	$	(21,918	)

	Three Months Ended December 31, 2023
	Refining			Logistics		Retail			Corporate and Other
Operating income (loss) by segment	$	174,038		$	15,709	$	14,594		$	(29,043	)
Depreciation and amortization		21,190			7,321		2,885			547
Inventory valuation adjustment		(24,089	)		—		—			—
Environmental obligation mark-to-market adjustments		(15,672	)		—		—			—
Unrealized gain on commodity derivatives		(50,024	)		—		—			—
Acquisition and integration costs		—			—		—			269
Par West redevelopment and other costs		—			—		—			2,907
Severance costs and other non-operating expenses		100			—		—			—
Loss (gain) on sale of assets, net		219			—		(308	)		30
Par’s portion of interest, taxes, depreciation and amortization expense from refining and logistics investments		765			952		—			—
Other loss, net		—			—		—			(354	)
Adjusted EBITDA (1) (2)	$	106,527		$	23,982	$	17,171		$	(25,644	)

	Year Ended December 31, 2024
	Refining			Logistics		Retail			Corporate and Other
Operating income (loss) by segment	$	17,412		$	89,351	$	64,800		$	(123,935	)
Depreciation and amortization		91,108			27,033		11,037			2,412
Inventory valuation adjustment		(490	)		—		—			—
Environmental obligation mark-to-market adjustments		(19,136	)		—		—			—
Unrealized loss on commodity derivatives		43,281			—		—			—
Acquisition and integration costs		—			—		—			100
Severance costs and other non-operating expenses		642			—		154			14,006
Par West redevelopment and other costs		—			—		—			12,548
Par’s portion of accounting policy differences from refining and logistics investments		3,856			—		—			—
Loss (gain) on sale of assets, net		8			124		(10	)		100
Par’s portion of interest, taxes, depreciation and amortization expense from refining and logistics investments		2,493			3,651		—			—
Other loss, net		—			—		—			(1,869	)
Adjusted EBITDA (1)	$	139,174		$	120,159	$	75,981		$	(96,638	)

	Year Ended December 31, 2023
	Refining			Logistics		Retail			Corporate and Other
Operating income (loss) by segment	$	676,161		$	69,744	$	56,603		$	(122,502	)
Depreciation and amortization		81,017			25,122		11,462			2,229
Inventory valuation adjustment		102,710			—		—			—
Environmental obligation mark-to-market adjustments		(189,783	)		—		—			—
Unrealized gain on commodity derivatives		(50,511	)		—		—			—
Acquisition and integration costs		—			—		—			17,482
Severance costs and other non-operating expenses		100			—		580			1,105
Par West redevelopment and other costs		—			—		—			11,397
Loss (gain) on sale of assets, net		219			—		(308	)		30
Par’s portion of interest, taxes, depreciation and amortization expense from refining and logistics investments		1,586			1,857		—			—
Other loss, net		—			—		—			(53	)
Adjusted EBITDA (1) (2)	$	621,499		$	96,723	$	68,337		$	(90,312	)

_______________________________________

(1)	For the three months and years ended December 31, 2024 and 2023, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, impairments associated with our investment in Laramie Energy, or our share of Laramie Energy’s asset impairment losses in excess of our basis difference.
(2)	For the three months and year ended December 31, 2023, there was no impact in Operating income (loss) from accounting policy differences at our refining and logistics investments.

Laramie Energy Adjusted EBITDAX

Adjusted EBITDAX is defined as net income (loss) excluding commodity derivative loss (gain), loss (gain) on settled derivative instruments, interest expense, gain on extinguishment of debt, non-cash preferred dividend, depreciation, depletion, amortization, and accretion, exploration and geological and geographical expense, bonus accrual, equity-based compensation expense, loss (gain) on disposal of assets, phantom units, and expired acreage (non-cash). We believe Adjusted EBITDAX is a useful supplemental financial measure to evaluate the economic and operational performance of exploration and production companies such as Laramie Energy.

The following table presents a reconciliation of Laramie Energy’s Adjusted EBITDAX to the most directly comparable GAAP financial measure, net income (loss) for the periods indicated (in thousands):

	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
Net income (loss)	$	(11,250	)	$	42,538		$	(15,546	)	$	96,586
Commodity derivative (income) loss		4,766			(40,338	)		(11,055	)		(73,289	)
Loss on settled derivative instruments		389			1,594			14,609			161
Interest expense and loan fees		4,845			5,366			20,628			20,108
Gain on extinguishment of debt		—			—			—			6,644
Non-cash preferred dividend		—			—			—			2,910
Depreciation, depletion, amortization, and accretion		8,158			7,714			32,841			30,179
Phantom units		3,328			2,325			2,825			5,496
Loss (gain) on sale of assets, net		—			—			(8	)		307
Expired acreage (non-cash)		770			441			1,492			553
Total Adjusted EBITDAX (1)	$	11,006		$	19,640		$	45,786		$	89,655

_______________________________________

(1)	For the three months and years ended December 31, 2024 and 2023, there was no exploration and geological and geographical expense, bonus accrual, or equity-based compensation expense.

The MIL Network –

February 26, 2025

MIL-OSI: Range Announces Fourth Quarter 2024 Results and Three-Year Outlook

Source: GlobeNewswire (MIL-OSI)

FORT WORTH, Texas, Feb. 25, 2025 (GLOBE NEWSWIRE) — RANGE RESOURCES CORPORATION (NYSE: RRC) today announced its fourth quarter 2024 financial results, plans for 2025, and a three-year outlook through 2027.

Full-Year 2024 Highlights –

Cash flow from operating activities of $945 million
Cash flow from operations, before working capital changes, of $1.1 billion
Reduced net debt by $172 million, returned $77 million in dividends, and invested $65 million in share repurchases
Production averaged 2.18 Bcfe per day, approximately 68% natural gas
All-in capital spending of $654 million, or $0.82 per mcfe
Pre-hedge NGL realizations of $25.77 per barrel – premium of $2.33 over the Mont Belvieu equivalent
Proved reserves of 18.1 Tcfe with positive performance revisions for 17th consecutive year
Debt to EBITDAX of 1.2x (Non-GAAP) at year-end 2024
Expect to achieve Net Zero for 2024 Scope 1 and 2 GHG emissions
Maintenance capital improved by ~$50 million on strong well performance and infrastructure optimization

Dennis Degner, the Company’s CEO, commented, “Last year demonstrated the resilience of Range’s business as we successfully generated free cash flow, returned capital to shareholders and met our long-term balance sheet target. We did this despite natural gas prices being at cycle lows and while strategically investing in the business. Over the last two years, Range has made countercyclical investments to build in-process well inventory, which supports our targeted, efficient production growth plans through 2027. Importantly, we have contracted natural gas transportation to support our plans and Range will utilize new NGL export capacity towards the same premium markets that have benefited Range shareholders for many years.

An exciting chapter for U.S. natural gas is materializing as export capacity is commissioned to meet growing global gas demand. As the lowest-cost, lowest-emissions natural gas basin in the country, we expect Appalachia will play a significant role to meet global gas needs over time. We believe Range will see an outsized benefit given our proven, high-quality Marcellus inventory with duration measured in decades, our access to markets with growing demand and our advantaged full-cycle cost structure that provides the foundation for delivering through-cycle returns for shareholders.”

2025 Capital and Production Guidance

Range’s 2025 all-in capital budget is expected to be $650 to $690 million, which consists of:

Approximately $530 million of all-in maintenance capital including land and facilities
$70 – $100 million drilling and completion capital for future growth
Up to $30 million on targeted acreage which increases planned lateral lengths and future inventory
Approximately $20 – $30 million for pneumatic devices and facility upgrades

Range’s development plan for 2025 will target annual production of approximately 2.2 Bcfe per day. Consistent with 2024, Range plans to run two drilling rigs and one frac crew resulting in modest production growth in 2025 while building additional in-process well inventory for increased growth capacity in 2026 and 2027. Up to $30 million is planned for investment in non-maintenance acreage to support increased lateral lengths and incremental inventory. Approximately $20 – $30 million is planned for pneumatic devices and production facility upgrades, part of a $50 – $60 million project expected to be completed by year-end 2026 to further reduce emissions, with $10 million of the total project already completed in 2024.

The table below summarizes 2024 activity and expected 2025 plans regarding the number of wells to sales in each area. To maintain current production levels, Range will turn to sales approximately 600,000 lateral feet in a year.

	Planned Wells TIL in 2025	Wells TIL in 2024
	Planned Wells TIL in 2025	Wells TIL in 2024
SW PA Super-Rich	14	9
SW PA Wet	23	21
SW PA Dry	5	12
NE PA Dry	4	2
Total Appalachia	46	44

Three-Year Outlook

Range’s three-year outlook targets a 2027 daily production level of 2.6 Bcfe, an increase of approximately 400 Mmcfe per day compared to 2024, with annual estimated capital expenditures ranging between $650 to $700 million over the next three years. Annual capital spending is expected to represent a reinvestment rate below 50%, assuming $3.75 natural gas. Through 2027, Range expects to have maintained its 30+ years of core Marcellus inventory to support additional growth and meet future demand. Alternatively, at the end of this production profile, Range could maintain 2.6 Bcfe per day of production with approximately $570 million of annual drilling and completion capital, the equivalent of approximately $0.60 per mcfe.

Marketing and Transportation Update

Supporting Range’s planned production, the Company has secured the following incremental transportation, processing, and export capacity, all of which are expected to start in 2026:

300 Mmcf per day of processing capacity at the Harmon Creek facility
250 Mmcf per day of gas transportation, accessing expected demand growth in Midwest and Gulf Coast markets
20,000 bbl per day of NGL takeaway and export capacity utilizing a new East Coast terminal

Financial Discussion

Except for generally accepted accounting principles (“GAAP”) reported amounts, specific expense categories exclude non-cash impairments, unrealized mark-to-market adjustment on derivatives, non-cash stock compensation and other items shown separately on the attached tables. “Unit costs” as used in this release are composed of direct operating, transportation, gathering, processing and compression, taxes other than income, general and administrative, interest and depletion, depreciation and amortization costs divided by production. See “Non-GAAP Financial Measures” for a definition of non-GAAP financial measures and the accompanying tables that reconcile each non-GAAP measure to its most directly comparable GAAP financial measure.

Fourth Quarter 2024 Results

GAAP revenues and other income for fourth quarter 2024 totaled $626 million, GAAP net cash provided from operating activities (including changes in working capital) was $218 million, and GAAP net income was $95 million ($0.39 per diluted share). Fourth quarter earnings results include a $54 million mark-to-market derivative loss due to increases in commodity prices.

Cash flow from operations before changes in working capital, a non-GAAP measure, was $312 million. Adjusted net income comparable to analysts’ estimates, a non-GAAP measure, was $164 million ($0.68 per diluted share) in fourth quarter 2024.

The following table details Range’s fourth quarter 2024 unit costs per mcfe^(a):

Expenses	4Q 2024 (per mcfe)	4Q 2023 (per mcfe)	Increase (Decrease)

Direct operating ^(a)	$ 0.12	$ 0.11	9%
Transportation, gathering, processing and compression ^(a)	1.48	1.39	6%
Taxes other than income	0.03	0.02	50%
General and administrative ^(a)	0.18	0.17	6%
Interest expense ^(a)	0.14	0.14	0%
Total cash unit costs ^(b)	1.94	1.83	6%
Depletion, depreciation and amortization (DD&A)	0.46	0.45	2%
Total unit costs plus DD&A^(b)	$ 2.40	$ 2.28	5%

(a) Excludes stock-based compensation, one-time settlements, and amortization of deferred financing costs.
(b) Totals may not be exact due to rounding.

The following table details Range’s average production and realized pricing for fourth quarter 2024^(a):

	4Q24 Production & Realized Pricing
	Natural Gas (mcf)	Oil (bbl)	NGLs (bbl)	Natural Gas Equivalent (mcfe)


Net production per day	1,505,140	5,028	111,199	2,202,500

Average NYMEX price	$ 2.80	$70.28	$ 24.47
Differential, including basis hedging	(0.44)	(10.64)	1.96
Realized prices before NYMEX hedges	2.36	59.64	26.43	3.08
Settled NYMEX hedges	0.54	11.01	0.04	0.40
Average realized prices after hedges	$ 2.90	$ 70.66	$ 26.47	$ 3.48

(a) Totals may not be exact due to rounding

Fourth quarter 2024 natural gas, NGLs and oil price realizations (including the impact of cash-settled hedges and derivative settlements) averaged $3.48 per mcfe.

The average natural gas price, including the impact of basis hedging, was $2.36 per mcf, or a ($0.44) per mcf differential to NYMEX. In 2025, Range expects its natural gas differential to be ($0.40) to ($0.48) relative to NYMEX.
Range’s pre-hedge NGL price during the quarter was $26.43 per barrel, approximately $1.96 above the Mont Belvieu weighted equivalent. Range’s 2025 NGL differential is expected to be +$0.00 to +$1.25 relative to a Mont Belvieu equivalent barrel.
Crude oil and condensate price realizations, before realized hedges, averaged $59.64 per barrel, or $10.64 below WTI (West Texas Intermediate). Range’s 2025 condensate differential is expected to be ($10.00) to ($15.00) relative to NYMEX.

Capital Expenditures

Fourth quarter 2024 drilling and completion expenditures were $124 million. In addition, during the quarter, approximately $29 million was invested in acreage leasehold, gathering systems and other. Total 2024 capital budget expenditures were $654 million, including $580 million on drilling and completion, and a combined $74 million on acreage, gathering systems, pneumatic upgrades and other.

Financial Position and Repurchase Activity

As of December 31, 2024, Range had net debt outstanding of approximately $1.40 billion, consisting of $1.71 billion of senior notes and $304 million in cash. During the fourth quarter, Range repurchased in the open market $9.4 million principal amount of 4.875% senior notes due 2025 at a discount.

During the fourth quarter, Range repurchased 650,000 shares at an average price of approximately $32.50. As of year-end, the Company had approximately $1.0 billion of availability under the share repurchase program.

Range’s Board of Directors expects to approve a 12.5% increase to the quarterly cash dividend to $0.09 per share of the Company’s common stock. Details regarding the record and payment dates for quarterly dividends will be announced as each quarterly dividend is formally declared by the Board.

2024 Proved Reserves

Year-end 2024 reserves were similar to last year at 18.1 Tcfe, despite natural gas prices of $2.13 per Mmbtu, reflecting the resilience of Range’s low-cost asset base. Range also recorded its 17^th consecutive year of positive performance revisions driven by continued strong results from existing Marcellus producing wells. Proved reserves included 6.2 Tcfe of proved undeveloped reserves from approximately 2.9 million lateral feet scheduled to be developed within the next five years at an expected development cost of $0.38 per mcfe. Proved undeveloped reserves represents approximately 10% of Range’s undeveloped core Marcellus inventory.

Summary of Changes in Proved Reserves
(in Bcfe)
Balance at December 31, 2023	18,113

Extensions, discoveries and additions	749
Performance revisions	77
Price revisions	(1)
Sales	(11)
Production	(796)

Balance at December 31, 2024	18,131

As shown in the table below, the present value (PV₁₀) of reserves under SEC methodology was $5.5 billion. For comparison, the PV₁₀ using December 31, 2024 strip prices equates to $12.2 billion using the same proven reserve volumes.

	2024 SEC Pricing ^(a)	Strip Price Average ^(b)

Natural Gas Price ($/MMBtu)	$2.13	$3.54
WTI Oil Price ($/Bbl)	$74.88	$63.62
NGL Price ($/Bbl)	$24.40	$25.21

Proved Reserves PV₁₀($ billions)	$5.5	$12.2

a) SEC benchmark prices adjusted for energy content, quality and basis differentials were $1.74 per mcf and $63.39 per barrel of crude oil.
b) NYMEX 10-year strip prices adjusted for energy content, quality and basis differentials realized an average gas price differential of ($0.47) and an average realized oil differential of ($12.39) per barrel, which equate to $3.07 per mcf and $51.23 per barrel over the life of the reserves.

Guidance – 2025

Capital & Production Guidance

Range’s 2025 all-in capital budget is $650 million – $690 million. Annual production is expected to be approximately 2.2 Bcfe per day for 2025. Liquids are expected to be over 30% of production.

Full Year 2025 Expense Guidance

Direct operating expense:	$0.12 – $0.14 per mcfe
Transportation, gathering, processing and compression expense:	$1.50 – $1.55 per mcfe
Taxes other than income:	$0.03 – $0.04 per mcfe
Exploration expense:	$24 – $28 million
G&A expense:	$0.17 – $0.19 per mcfe
Net Interest expense:	$0.12 – $0.13 per mcfe
DD&A expense:	$0.45 – $0.46 per mcfe
Net brokered gas marketing expense:	$8 – $12 million

Full Year 2025 Price Guidance

Based on recent market indications, Range expects to average the following price differentials for its production in 2025.

FY 2025 Natural Gas:⁽¹⁾	NYMEX minus $0.40 to $0.48
FY 2025 Natural Gas Liquids:⁽²⁾	MB plus $0.00 to $1.25 per barrel
FY 2025 Oil/Condensate:	WTI minus $10.00 to $15.00

(1) Including basis hedging
(2) Mont Belvieu-equivalent pricing based on weighting of 53% ethane, 27% propane, 8% normal butane, 4% iso-butane and 8% natural gasoline.

Hedging Status

Range hedges portions of its expected future production volumes to increase the predictability of cash flow and maintain a strong, flexible financial position. Please see the detailed hedging schedule posted on the Range website under Investor Relations – Financial Information.

Range has also hedged basis across the Company’s numerous natural gas sales points to limit volatility between benchmark and regional prices. The combined fair value of natural gas basis hedges as of December 31, 2024, was a net loss of $29.2 million.

Conference Call Information

A conference call to review the financial results is scheduled on Wednesday, February 26 at 8:00 AM Central Time (9:00 AM Eastern Time). Please click here to pre-register for the conference call and obtain a dial in number with passcode.

A simultaneous webcast of the call may be accessed at www.rangeresources.com. The webcast will be archived for replay on the Company’s website until March 26^th.

Non-GAAP Financial Measures

To supplement the presentation of its financial results prepared in accordance with generally accepted accounting principles (GAAP), the Company’s earnings press release contains certain financial measures that are not presented in accordance with GAAP. Management believes certain non-GAAP measures may provide financial statement users with meaningful supplemental information for comparisons within the industry. These non-GAAP financial measures may include, but are not limited to Net Income, excluding certain items, Cash flow from operations before changes in working capital, realized prices, Net debt and Cash margin.

Adjusted net income comparable to analysts’ estimates as set forth in this release represents income or loss from operations before income taxes adjusted for certain non-cash items (detailed in the accompanying table) less income taxes. We believe adjusted net income comparable to analysts’ estimates is calculated on the same basis as analysts’ estimates and that many investors use this published research in making investment decisions and evaluating operational trends of the Company and its performance relative to other oil and gas producing companies. Diluted earnings per share (adjusted) as set forth in this release represents adjusted net income comparable to analysts’ estimates on a diluted per share basis. A table is included which reconciles income or loss from operations to adjusted net income comparable to analysts’ estimates and diluted earnings per share (adjusted). On its website, the Company provides additional comparative information on prior periods.

Cash flow from operations before changes in working capital represents net cash provided by operations before changes in working capital and exploration expense adjusted for certain non-cash compensation items. Cash flow from operations before changes in working capital (sometimes referred to as “adjusted cash flow”) is widely accepted by the investment community as a financial indicator of an oil and gas company’s ability to generate cash to internally fund exploration and development activities and to service debt. Cash flow from operations before changes in working capital is also useful because it is widely used by professional research analysts in valuing, comparing, rating and providing investment recommendations of companies in the oil and gas exploration and production industry. In turn, many investors use this published research in making investment decisions. Cash flow from operations before changes in working capital is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operations, investing, or financing activities as an indicator of cash flows, or as a measure of liquidity. A table is included which reconciles net cash provided by operations to cash flow from operations before changes in working capital as used in this release. On its website, the Company provides additional comparative information on prior periods for cash flow, cash margins and non-GAAP earnings as used in this release.

The cash prices realized for oil and natural gas production, including the amounts realized on cash-settled derivatives and net of transportation, gathering, processing and compression expense, is a critical component in the Company’s performance tracked by investors and professional research analysts in valuing, comparing, rating and providing investment recommendations and forecasts of companies in the oil and gas exploration and production industry. In turn, many investors use this published research in making investment decisions. Due to the GAAP disclosures of various derivative transactions and third-party transportation, gathering, processing and compression expense, such information is now reported in various lines of the income statement. The Company believes that it is important to furnish a table reflecting the details of the various components of each income statement line to better inform the reader of the details of each amount and provide a summary of the realized cash-settled amounts and third-party transportation, gathering, processing and compression expense, which were historically reported as natural gas, NGLs and oil sales. This information is intended to bridge the gap between various readers’ understanding and fully disclose the information needed.

Net debt is calculated as total debt less cash and cash equivalents. The Company believes this measure is helpful to investors and industry analysts who utilize Net debt for comparative purposes across the industry.

The Company discloses in this release the detailed components of many of the single line items shown in the GAAP financial statements included in the Company’s Annual or Quarterly Reports on Form 10-K or 10-Q. The Company believes that it is important to furnish this detail of the various components comprising each line of the Statements of Operations to better inform the reader of the details of each amount, the changes between periods and the effect on its financial results.

We believe that the presentation of PV₁₀ value of our proved reserves is a relevant and useful metric for our investors as supplemental disclosure to the standardized measure, or after-tax amount, because it presents the discounted future net cash flows attributable to our proved reserves before taking into account future corporate income taxes and our current tax structure. While the standardized measure is dependent on the unique tax situation of each company, PV₁₀ is based on prices and discount factors that are consistent for all companies. Because of this, PV₁₀ can be used within the industry and by credit and security analysts to evaluate estimated net cash flows from proved reserves on a more comparable basis.

RANGE RESOURCES CORPORATION (NYSE: RRC) is a leading U.S. independent natural gas and NGL producer with operations focused in the Appalachian Basin. The Company is headquartered in Fort Worth, Texas. More information about Range can be found at www.rangeresources.com.

Included within this release are certain “forward-looking statements” within the meaning of the federal securities laws, including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, that are not limited to historical facts, but reflect Range’s current beliefs, expectations or intentions regarding future events. Words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “outlook”, “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” and similar expressions are intended to identify such forward-looking statements.

All statements, except for statements of historical fact, made within regarding activities, events or developments the Company expects, believes or anticipates will or may occur in the future, such as those regarding future well costs, expected asset sales, well productivity, future liquidity and financial resilience, anticipated exports and related financial impact, NGL market supply and demand, future commodity fundamentals and pricing, future capital efficiencies, future shareholder value, emerging plays, capital spending, anticipated drilling and completion activity, acreage prospectivity, expected pipeline utilization and future guidance information, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on assumptions and estimates that management believes are reasonable based on currently available information; however, management’s assumptions and Range’s future performance are subject to a wide range of business risks and uncertainties and there is no assurance that these goals and projections can or will be met. Any number of factors could cause actual results to differ materially from those in the forward-looking statements. Further information on risks and uncertainties is available in Range’s filings with the Securities and Exchange Commission (SEC), including its most recent Annual Report on Form 10-K. Unless required by law, Range undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date they are made.

The SEC permits oil and gas companies, in filings made with the SEC, to disclose proved reserves, which are estimates that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions as well as the option to disclose probable and possible reserves. Range has elected not to disclose its probable and possible reserves in its filings with the SEC. Range uses certain broader terms such as “resource potential,” “unrisked resource potential,” “unproved resource potential” or “upside” or other descriptions of volumes of resources potentially recoverable through additional drilling or recovery techniques that may include probable and possible reserves as defined by the SEC’s guidelines. Range has not attempted to distinguish probable and possible reserves from these broader classifications. The SEC’s rules prohibit us from including in filings with the SEC these broader classifications of reserves. These estimates are by their nature more speculative than estimates of proved, probable and possible reserves and accordingly are subject to substantially greater risk of actually being realized. Unproved resource potential refers to Range’s internal estimates of hydrocarbon quantities that may be potentially discovered through exploratory drilling or recovered with additional drilling or recovery techniques and have not been reviewed by independent engineers. Unproved resource potential does not constitute reserves within the meaning of the Society of Petroleum Engineer’s Petroleum Resource Management System and does not include proved reserves. Area wide unproven resource potential has not been fully risked by Range’s management. “EUR”, or estimated ultimate recovery, refers to our management’s estimates of hydrocarbon quantities that may be recovered from a well completed as a producer in the area. These quantities may not necessarily constitute or represent reserves within the meaning of the Society of Petroleum Engineer’s Petroleum Resource Management System or the SEC’s oil and natural gas disclosure rules. Actual quantities that may be recovered from Range’s interests could differ substantially. Factors affecting ultimate recovery include the scope of Range’s drilling program, which will be directly affected by the availability of capital, drilling and production costs, commodity prices, availability of drilling services and equipment, drilling results, lease expirations, transportation constraints, regulatory approvals, field spacing rules, recoveries of gas in place, length of horizontal laterals, actual drilling results, including geological and mechanical factors affecting recovery rates and other factors. Estimates of resource potential may change significantly as development of our resource plays provides additional data.

In addition, our production forecasts and expectations for future periods are dependent upon many assumptions, including estimates of production decline rates from existing wells and the undertaking and outcome of future drilling activity, which may be affected by significant commodity price or drilling cost changes. Investors are urged to consider closely the disclosure in our most recent Annual Report on Form 10-K, available from our website at www.rangeresources.com or by written request to 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102. You can also obtain this Form 10-K on the SEC’s website at www.sec.gov or by calling the SEC at 1-800-SEC-0330.

SOURCE: Range Resources Corporation

Range Investor Contacts:

Laith Sando
817-869-4267

Matt Schmid
817-869-1538

Range Media Contact:

Mark Windle
724-873-3223

RANGE RESOURCES CORPORATION


STATEMENTS OF INCOME
Based on GAAP reported earnings with additional
details of items included in each line in Form 10-K
(Unaudited, In thousands, except per share data)
	Three Months Ended December 31,								Twelve Months Ended December 31,
	2024			2023			%		2024			2023			%
Revenues and other income:
Natural gas, NGLs and oil sales (a)	$	635,122		$	603,279				$	2,213,850		$	2,334,661
Derivative fair value (loss) income		(53,804	)		291,059					56,726			821,154
Brokered natural gas and marketing		41,535			44,460					133,048			206,552
ARO settlement (loss) gain (b)		–			2					(26	)		1
Interest income (b)		3,144			1,921					12,651			5,937
Gain on sale of assets (b)		89			101					311			454
Other (b)		331			636					524			6,113
Total revenues and other income		626,417			941,458		-33	%		2,417,084			3,374,872		-28	%

Costs and expenses:
Direct operating		24,655			22,200					93,399			94,362
Direct operating – stock-based compensation (c)		468			443					1,922			1,723
Transportation, gathering, processing and compression		299,401			283,061					1,177,925			1,113,941
Taxes other than income		6,166			4,083					21,625			23,726
Brokered natural gas and marketing		41,655			44,319					138,080			200,789
Brokered natural gas and marketing – stock-based compensation (c)		603			491					2,465			2,095
Exploration		7,983			7,193					25,489			25,280
Exploration – stock-based compensation (c)		349			315					1,354			1,250
Abandonment and impairment of unproved properties		(201	)		2,051					8,417			46,359
General and administrative		35,485			34,472					133,303			127,838
General and administrative – stock-based compensation (c)		10,905			9,389					38,004			35,850
General and administrative – lawsuit settlements		91			114					782			1,052
General and administrative – bad debt expense		50			–					50			–
Exit costs		9,156			28,279					37,214			99,940
Deferred compensation plan (d)		3,878			(2,953	)				9,593			26,593
Interest expense		27,911			28,734					113,341			118,620
Interest expense – amortization of deferred financing costs (e)		1,357			1,352					5,417			5,384
(Gain) loss on early extinguishment of debt		(3	)		1					(257	)		(438	)
Depletion, depreciation and amortization		92,484			90,968					358,356			350,165
Total costs and expenses		562,393			554,512		1	%		2,166,479			2,274,529		-5	%

Income before income taxes		64,024			386,946		-83	%		250,605			1,100,343		-77	%

Income tax (benefit) expense
Current		2,902			(1,453	)				8,165			1,547
Deferred		(33,720	)		78,365					(23,900	)		227,654
		(30,818	)		76,912					(15,735	)		229,201

Net income	$	94,842		$	310,034		-69	%	$	266,340		$	871,142		-69	%


Net income Per Common Share
Basic	$	0.39		$	1.29				$	1.10		$	3.61
Diluted	$	0.39		$	1.27				$	1.09		$	3.57

Weighted average common shares outstanding, as reported
Basic		240,300			238,833		1	%		240,689			236,986		2	%
Diluted		242,355			241,735		0	%		242,745			239,837		1	%


(a) See separate natural gas, NGLs and oil sales information table.
(b) Included in Other income in the 10-K.
(c) Costs associated with stock compensation and restricted stock amortization, which have been reflected
in the categories associated with the direct personnel costs, which are combined with the cash costs in the 10-K.
(d) Reflects the change in market value of the vested Company stock held in the deferred compensation plan.
(e) Included in interest expense in the 10-K.

RANGE RESOURCES CORPORATION


BALANCE SHEET
(In thousands)	December 31,			December 31,
	2024			2023
	(Audited)			(Audited)
Assets
Current assets	$	636,982		$	528,794
Derivative assets		87,098			442,971
Natural gas and oil properties, successful efforts method		6,421,700			6,117,681
Other property and equipment		2,465			1,696
Operating lease right-of-use assets		119,838			23,821
Other		79,592			88,922
	$	7,347,675		$	7,203,885

Liabilities and Stockholders’ Equity
Current liabilities	$	1,263,247		$	580,469
Asset retirement obligations		1,189			2,395
Derivative liabilities		9,634			222
Senior notes	$	1,089,614			1,774,229
Deferred tax liabilities		541,378			561,288
Derivative liabilities		10,488			107
Deferred compensation liabilities		65,233			72,976
Operating lease liabilities		35,737			16,064
Asset retirement obligations and other liabilities		137,181			119,896
Divestiture contract obligation		257,317			310,688
		3,411,018			3,438,334

Common stock and retained deficit		4,449,987			4,213,585
Other comprehensive income		611			647
Common stock held in treasury		(513,941	)		(448,681	)
Total stockholders’ equity		3,936,657			3,765,551
	$	7,347,675		$	7,203,885

RECONCILIATION OF TOTAL DEBT AS REPORTED
TO NET DEBT, a non-GAAP measure
(Unaudited, in thousands)
	December 31,			December 31,
	2024			2023			%

Total debt, net of deferred financing costs, as reported	$	1,697,883		$	1,774,229		-4	%
Unamortized debt issuance costs, as reported		10,819			14,159
Less cash and cash equivalents, as reported		(304,490	)		(211,974	)
Net debt, a non-GAAP measure	$	1,404,212		$	1,576,414		-11	%

RANGE RESOURCES CORPORATION




CASH FLOWS FROM OPERATING ACTIVITIES
(Unaudited, in thousands)

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

Net income		94,842			310,034			266,340			871,142
Adjustments to reconcile net cash provided from continuing operations:
Deferred income tax (benefit) expense		(33,720	)		78,365			(23,900	)		227,654
Depletion, depreciation and amortization		92,484			90,968			358,356			350,165
Abandonment and impairment of unproved properties		(201	)		2,051			8,417			46,359
Derivative fair value loss (income)		53,804			(291,059	)		(56,726	)		(821,154	)
Cash settlements on derivative financial instruments		69,697			65,018			432,392			253,514
Divestiture contract obligation, including accretion		9,155			28,215			37,088			99,595
Allowance for bad debts		50			–			50			–
Amortization of deferred financing costs and other		1,174			1,144			4,526			4,735
Deferred and stock-based compensation		16,267			7,683			53,864			67,849
Gain on sale of assets		(89	)		(101	)		(311	)		(454	)
(Gain) loss on early extinguishment of debt		(3	)		1			(257	)		(438	)

Changes in working capital:
Accounts receivable		(121,116	)		(65,334	)		(19,586	)		223,081
Other current assets		5,485			8,235			3,676			(1,285	)
Accounts payable		26,609			7,234			(443	)		(77,057	)
Accrued liabilities and other		3,452			(16,359	)		(118,972	)		(265,814	)
Net changes in working capital		(85,570	)		(66,224	)		(135,325	)		(121,075	)
Net cash provided from operating activities		217,890			226,095			944,514			977,892



RECONCILIATION OF NET CASH PROVIDED FROM OPERATING
ACTIVITIES, AS REPORTED, TO CASH FLOW FROM OPERATIONS
BEFORE CHANGES IN WORKING CAPITAL, a non-GAAP measure
(Unaudited, in thousands)
	Three Months Ended December 31,						Twelve Months Ended December 31,
	2024			2023			2024			2023
Net cash provided from operating activities, as reported	$	217,890		$	226,095		$	944,514		$	977,892
Net changes in working capital		85,570			66,224			135,325			121,075
Exploration expense		7,983			7,193			25,489			25,280
Lawsuit settlements		91			114			782			1,052
Non-cash compensation adjustment and other		120			272			517			655
Cash flow from operations before changes in working capital – non-GAAP measure	$	311,654		$	299,898		$	1,106,627		$	1,125,954



ADJUSTED WEIGHTED AVERAGE SHARES OUTSTANDING
(Unaudited, in thousands)
	Three Months Ended December 31,						Twelve Months Ended December 31,
	2024			2023			2024			2023
Basic:
Weighted average shares outstanding		241,112			241,258			241,868			241,130
Stock held by deferred compensation plan		(812	)		(2,425	)		(1,179	)		(4,144	)
Adjusted basic		240,300			238,833			240,689			236,986

Dilutive:
Weighted average shares outstanding		241,112			241,258			241,868			241,130
Dilutive stock options under treasury method		1,243			477			877			(1,293	)
Adjusted dilutive		242,355			241,735			242,745			239,837

RANGE RESOURCES CORPORATION

RECONCILIATION OF NATURAL GAS, NGLs AND OIL SALES
AND DERIVATIVE FAIR VALUE INCOME (LOSS) TO
CALCULATED CASH REALIZED NATURAL GAS, NGLs AND
OIL PRICES WITH AND WITHOUT THIRD-PARTY
TRANSPORTATION, GATHERING, PROCESSING AND
COMPRESSION COSTS, a non-GAAP measure
(Unaudited, In thousands, except per unit data)
	Three Months Ended December 31,								Twelve Months Ended December 31,
	2024			2023			%		2024			2023			%
Natural gas, NGLs and Oil Sales components:
Natural gas sales	$	337,176		$	320,393				$	1,052,442		$	1,234,308
NGLs sales		270,356			238,423					1,020,903			933,791
Oil sales		27,590			44,463					140,505			166,562
Total Natural Gas, NGLs and Oil Sales, as reported	$	635,122		$	603,279		5	%	$	2,213,850		$	2,334,661		-5	%

Derivative Fair Value (Loss) Income, as reported	$	(53,804	)	$	291,059				$	56,726		$	821,154
Cash settlements on derivative financial instruments – (gain) loss:
Natural gas		(64,169	)		(59,846	)				(419,199	)		(256,693	)
NGLs		(433	)		–					(3,743	)		–
Oil		(5,095	)		2,828					(9,450	)		11,179
Contingent consideration – divestiture		–			(8,000	)				–			(8,000	)
Total change in fair value related to commodity derivatives prior to
settlement, a non GAAP measure	$	(123,501	)	$	226,041				$	(375,666	)	$	567,640

Transportation, gathering, processing and compression components:
Natural Gas	$	155,483		$	152,058				$	611,698		$	588,970
NGLs		143,294			130,833					564,269			524,114
Oil		624			170					1,958			857
Total transportation, gathering, processing and compression, as reported	$	299,401		$	283,061				$	1,177,925		$	1,113,941

Natural gas, NGL and Oil sales, including cash-settled derivatives: (c)
Natural gas sales	$	401,345		$	380,239				$	1,471,641		$	1,491,001
NGLs sales		270,789			238,423					1,024,646			933,791
Oil Sales		32,685			41,635					149,955			155,383
Total	$	704,819		$	660,297		7	%	$	2,646,242		$	2,580,175		3	%

Production of natural gas, NGLs and oil during the periods (a):
Natural Gas (mcf)		138,472,888			141,716,744		-2	%		545,415,974			538,084,671		1	%
NGLs (bbls)		10,230,284			9,571,519		7	%		39,622,576			37,939,700		4	%
Oil (bbls)		462,570			656,533		-30	%		2,180,528			2,475,306		-12	%
Gas equivalent (mcfe) (b)		202,630,012			203,085,056		0	%		796,234,598			780,574,707		2	%

Production of natural gas, NGLs and oil – average per day (a):
Natural Gas (mcf)		1,505,140			1,540,399		-2	%		1,490,208			1,474,205		1	%
NGLs (bbls)		111,199			104,038		7	%		108,258			103,944		4	%
Oil (bbls)		5,028			7,136		-30	%		5,958			6,782		-12	%
Gas equivalent (mcfe) (b)		2,202,500			2,207,446		0	%		2,175,504			2,138,561		2	%

Average prices, excluding derivative settlements and before third-party
transportation costs:
Natural Gas (per mcf)	$	2.43		$	2.26		8	%	$	1.93		$	2.29		-16	%
NGLs (per bbl)	$	26.43		$	24.91		6	%	$	25.77		$	24.61		5	%
Oil (per bbl)	$	59.64		$	67.72		-12	%	$	64.44		$	67.29		-4	%
Gas equivalent (per mcfe) (b)	$	3.13		$	2.97		5	%	$	2.78		$	2.99		-7	%

Average prices, including derivative settlements before third-party
transportation costs: (c)
Natural Gas (per mcf)	$	2.90		$	2.68		8	%	$	2.70		$	2.77		-3	%
NGLs (per bbl)	$	26.47		$	24.91		6	%	$	25.86		$	24.61		5	%
Oil (per bbl)	$	70.66		$	63.42		11	%	$	68.77		$	62.77		10	%
Gas equivalent (per mcfe) (b)	$	3.48		$	3.25		7	%	$	3.32		$	3.31		0	%

Average prices, including derivative settlements and after third-party
transportation costs: (d)
Natural Gas (per mcf)	$	1.78		$	1.61		11	%	$	1.58		$	1.68		-6	%
NGLs (per bbl)	$	12.46		$	11.24		11	%	$	11.62		$	10.80		8	%
Oil (per bbl)	$	69.31		$	63.16		10	%	$	67.87		$	62.43		9	%
Gas equivalent (per mcfe) (b)	$	2.00		$	1.86		8	%	$	1.84		$	1.88		-2	%

Transportation, gathering and compression expense per mcfe	$	1.48		$	1.39		6	%	$	1.48		$	1.43		3	%

(a) Represents volumes sold regardless of when produced.
(b) Oil and NGLs are converted at the rate of one barrel equals six mcfe based upon the approximate relative energy content of oil to natural gas, which is not necessarily
indicative of the relationship of oil and natural gas prices.
(c) Excluding third-party transportation, gathering, processing and compression costs.
(d) Net of transportation, gathering, processing and compression costs.

RANGE RESOURCES CORPORATION

RECONCILIATION OF INCOME BEFORE INCOME
TAXES AS REPORTED TO INCOME BEFORE INCOME TAXES
EXCLUDING CERTAIN ITEMS, a non-GAAP measure
(Unaudited, In thousands, except per share data)
	Three Months Ended December 31,									Twelve Months Ended December 31,
	2024			2023			%			2024			2023			%

Income from operations before income taxes, as reported		64,024			386,946			-83	%		250,605			1,100,343		-77	%
Adjustment for certain special items:
Gain on the sale of assets		(89	)		(101	)					(311	)		(454	)
ARO settlement loss (gain)		–			(2	)					26			(1	)
Change in fair value related to derivatives prior to settlement		123,501			(226,041	)					375,666			(567,640	)
Abandonment and impairment of unproved properties		(201	)		2,051						8,417			46,359
(Gain) loss on early extinguishment of debt		(3	)		1						(257	)		(438	)
Lawsuit settlements		91			114						782			1,052
Exit costs		9,156			28,279						37,214			99,940
Brokered natural gas and marketing – stock-based compensation		603			491						2,465			2,095
Direct operating – stock-based compensation		468			443						1,922			1,723
Exploration expenses – stock-based compensation		349			315						1,354			1,250
General & administrative – stock-based compensation		10,905			9,389						38,004			35,850
Deferred compensation plan – non-cash adjustment		3,878			(2,953	)					9,593			26,593

Income before income taxes, as adjusted		212,682			198,932			7	%		725,480			746,672		-3	%

Income tax expense (benefit), as adjusted
Current (a)		2,902			(1,453	)					8,165			1,547
Deferred (a)		46,015			47,208						158,696			170,189

Net income, excluding certain items, a non-GAAP measure	$	163,765		$	153,177			7	%	$	558,619		$	574,936		-3	%

Non-GAAP income per common share
Basic	$	0.68		$	0.64			6	%	$	2.32		$	2.43		-5	%
Diluted	$	0.68		$	0.63			8	%	$	2.30		$	2.40		-4	%

Non-GAAP diluted shares outstanding, if dilutive		242,355			241,735						242,745			239,837





(a) Taxes are estimated to be approximately 23% for 2023 and 2024

RANGE RESOURCES CORPORATION



RECONCILIATION OF NET INCOME, EXCLUDING
CERTAIN ITEMS AND ADJUSTED EARNINGS PER
SHARE, non-GAAP measures
(In thousands, except per share data)
	Three Months Ended December 31,						Twelve Months Ended December 31,
	2024			2023			2024			2023

Net income, as reported	$	94,842		$	310,034		$	266,340		$	871,142
Adjustments for certain special items:
Gain on the sale of assets		(89	)		(101	)		(311	)		(454	)
ARO settlement loss (gain)		–			(2	)		26			(1	)
(Gain) loss on early extinguishment of debt		(3	)		1			(257	)		(438	)
Change in fair value related to derivatives prior to settlement		123,501			(226,041	)		375,666			(567,640	)
Abandonment and impairment of unproved properties		(201	)		2,051			8,417			46,359
Lawsuit settlements		91			114			782			1,052
Exit costs		9,156			28,279			37,214			99,940
Stock-based compensation		12,325			10,638			43,745			40,918
Deferred compensation plan		3,878			(2,953	)		9,593			26,593
Tax impact		(79,735	)		31,157			(182,596	)		57,465

Net income, excluding certain items, a non-GAAP measure	$	163,765		$	153,177		$	558,619		$	574,936

Net income per diluted share, as reported	$	0.39		$	1.27		$	1.09		$	3.57
Adjustments for certain special items per diluted share:
Gain on the sale of assets		–			–			–			–
ARO settlement loss (gain)		–			–			–			–
(Gain) loss on early extinguishment of debt		–			–			–			–
Change in fair value related to derivatives prior to settlement		0.51			(0.94	)		1.55			(2.37	)
Abandonment and impairment of unproved properties		–			0.01			0.03			0.19
Lawsuit settlements		–			–			–			–
Exit costs		0.04			0.12			0.15			0.42
Stock-based compensation		0.05			0.04			0.18			0.17
Deferred compensation plan		0.02			(0.01	)		0.04			0.11
Adjustment for rounding differences		–			–			0.01			0.01
Tax impact		(0.33	)		0.13			(0.75	)		0.24
Dilutive share impact (rabbi trust and other)		–			0.01			–			0.06

Net income per diluted share, excluding certain items, a non-GAAP measure	$	0.68		$	0.63		$	2.30		$	2.40

Adjusted earnings per share, a non-GAAP measure:
Basic	$	0.68		$	0.64		$	2.32		$	2.43
Diluted	$	0.68		$	0.63		$	2.30		$	2.40

RANGE RESOURCES CORPORATION

RECONCILIATION OF CASH MARGIN PER MCFE, a non-
GAAP measure
(Unaudited, In thousands, except per unit data)
	Three Months Ended December 31,						Twelve Months Ended December 31,
	2024			2023			2024			2023
Revenues
Natural gas, NGLs and oil sales, as reported	$	635,122		$	603,279		$	2,213,850		$	2,334,661
Derivative fair value (loss) income, as reported		(53,804	)		291,059			56,726			821,154
Less non-cash fair value loss (gain)		123,501			(226,041	)		375,666			(567,640	)
Brokered natural gas and marketing, as reported		41,535			44,460			133,048			206,552
Other income, as reported		3,564			2,660			13,460			12,505
Less gain on sale of assets		(89	)		(101	)		(311	)		(454	)
Less ARO settlement		–			(2	)		26			(1	)
Cash revenues		749,829			715,314			2,792,465			2,806,777

Expenses
Direct operating, as reported		25,123			22,643			95,321			96,085
Less direct operating stock-based compensation		(468	)		(443	)		(1,922	)		(1,723	)
Transportation, gathering and compression, as reported		299,401			283,061			1,177,925			1,113,941
Taxes other than income, as reported		6,166			4,083			21,625			23,726
Brokered natural gas and marketing, as reported		42,258			44,810			140,545			202,884
Less brokered natural gas and marketing stock-based compensation		(603	)		(491	)		(2,465	)		(2,095	)
General and administrative, as reported		46,531			43,975			172,139			164,740
Less G&A stock-based compensation		(10,905	)		(9,389	)		(38,004	)		(35,850	)
Less lawsuit settlements		(91	)		(114	)		(782	)		(1,052	)
Less bad debt expense		(50	)		–			(50	)		–
Interest expense, as reported		29,268			30,086			118,758			124,004
Less amortization of deferred financing costs		(1,357	)		(1,352	)		(5,417	)		(5,384	)
Cash expenses		435,273			416,869			1,677,673			1,679,276

Cash margin, a non-GAAP measure	$	314,556		$	298,445		$	1,114,792		$	1,127,501

Mmcfe produced during period		202,630			203,085			796,235			780,575

Cash margin per mcfe	$	1.55		$	1.47		$	1.40		$	1.44

RECONCILIATION OF INCOME BEFORE INCOME TAXES
TO CASH MARGIN, a non-GAAP measure
(Unaudited, in thousands, except per unit data)
	Three Months Ended December 31,						Twelve Months Ended December 31,
	2024			2023			2024			2023

Income before income taxes, as reported	$	64,024		$	386,946		$	250,605		$	1,100,343
Adjustments to reconcile income before income taxes
to cash margin:
ARO settlements		–			(2	)		26			(1	)
Derivative fair value loss (income)		53,804			(291,059	)		(56,726	)		(821,154	)
Net cash receipts on derivative settlements		69,697			65,018			432,392			253,514
Exploration expense		7,983			7,193			25,489			25,280
Lawsuit settlements		91			114			782			1,052
Exit costs		9,156			28,279			37,214			99,940
Deferred compensation plan		3,878			(2,953	)		9,593			26,593
Stock-based compensation (direct operating, brokered natural gas and		12,325			10,638			43,745			40,918
marketing and general and administrative)
Bad debt expense		50			–			50			–
Interest – amortization of deferred financing costs		1,357			1,352			5,417			5,384
Depletion, depreciation and amortization		92,484			90,968			358,356			350,165
Gain on sale of assets		(89	)		(101	)		(311	)		(454	)
(Gain) loss on early extinguishment of debt		(3	)		1			(257	)		(438	)
Abandonment and impairment of unproved properties		(201	)		2,051			8,417			46,359
Cash margin, a non-GAAP measure	$	314,556		$	298,445		$	1,114,792		$	1,127,501

The MIL Network –

February 26, 2025

MIL-OSI New Zealand: Business and Energy – Winter ‘24 hedging costs impact interim financial result – Meridian

Source: Meridian Energy

26 February 2025 – Meridian Energy has reported a net loss after tax of $121 million for the six months ending 31 December 2024, compared to a net profit after tax of $191 million in last year’s interim result.

Operating cash flows were $50 million, down from $303 million in the same period last year.

These results were heavily impacted by the cost of hedge contracts for winter 2024 in the face of one-in-90-year record low inflows and an unexpected and unprecedented shortage of domestic gas. The hedge contracts included calling the largest demand response option with New Zealand’s Aluminum Smelter (NZAS).

EBITDAF fell from $443 million to $257 million and underlying net profit fell from $175 million to a $5 million loss. Both of these are non-GAAP measures.

“The combination of particularly low hydro inflows, low wind and gas shortages made the operating environment for the first half of this financial year as tough as I can recall experiencing,” says Meridian Chief Executive Neal Barclay.

“We took a hit for New Zealand. Meridian put this country’s security of supply first and, as New Zealand’s largest renewable electricity generator, our balance sheet tends to underwrite the mitigation of extended droughts. That’s one of the ways the country benefits from having large and financially strong gentailers. While the situation was particularly challenging, we know we rely on Mother Nature for our fuel and accept the financial impact droughts bring. We prepare the business to deal with these kinds of eventualities, including maintaining a strong and flexible balance sheet.”

“There is plenty of time before the coming winter, but we are highly focused on managing risks to winter 2025 security. We have reached a new agreement with NZAS for them to reduce demand by 50MW and are looking for simple rule changes to access this country’s existing contingent hydro storage. The bigger issue, though, is the structural and significant shortage of domestic gas. New Zealand needs to take urgent action to address this. Gas is the biggest factor in setting spot and future electricity prices,” says Neal Barclay.

With a challenging first half to the financial year, the Meridian Board has decided to maintain the interim dividend at the same level as the prior period, and declared an interim ordinary dividend of 6.15 cents per share. The dividend reinvestment plan will apply to this interim dividend at a 2% discount.

Mr Barclay says that Meridian has continued to build strong momentum to set the business up for future growth. This year, the company expects to commit over $1 billion of capital to new development projects.

“The relatively fast decline in gas resources has put even greater emphasis on the need to deploy new renewable developments as quickly as possible, and also get more out of our existing fleet of hydro and wind generation. In that regard, we’ve had a few wins recently. We’ve reinstated capacity in the generation fleet after resolving transformer issues at Manapōuri and West Wind, and we’ve begun commissioning our Ruakākā grid scale battery. We’ve also made great progress in advancing a development pipeline that will deliver additional megawatts for many years to come,” says Neal Barclay.

Meridian recently announced:

A finalised consent for its 120MW Ruakākā solar development (February)
Consent for its 90MW Mt Munro Wind Farm near Eketāhuna (February)
A Scheme Implementation Agreement as part of its bid to acquire the remaining shares in NZ Windfarms (February)
A Power Purchase Agreement with Harmony Energy / First Renewables in respect of their joint venture to build the 150MW Tauhei Solar Farm in the Waikato (January)
A 50-50 joint venture with Nova Energy to build the 400MW Te Rahui solar farm at Rangitāiki near Taupō (December).

The first half of FY25 has also seen tremendous progress in Meridian’s Retail business. Having completed a strategic reset and restructure to enable the business to meet changing technology and consumer needs, the company has launched three new products (Smart Hot Water, Smart EV Charging and the Four Hours Free Plan), with more to come over the remainder of the financial year.

“Customers are responding to these changes, with record numbers signing up. As of 1 January, we had achieved our highest ever market share of electricity connections, with 16.58% across the Meridian and Powershop brands. Our brands also led the industry rankings for new connections in December, with Powershop first and Meridian second, and more than 4,000 connections that month across both brands,” says Neal Barclay.

“The business has weathered an extraordinarily difficult set of circumstances and leveraged our financial strength to ensure the lights stayed on for New Zealand homes and businesses. At the same time, we’ve not backed away from our strategic goals and our customer market share has continued to grow as has our renewable development pipeline.”

MIL OSI New Zealand News –

February 26, 2025

MIL-OSI: Diginex Limited Launches ESG Rating Support Service to Help Businesses Secure and Improve ESG Scores

Source: GlobeNewswire (MIL-OSI)

HONG KONG, Feb. 25, 2025 (GLOBE NEWSWIRE) — Diginex Limited (“Diginex Limited” or the “Company”), an impact technology company specializing in environmental, social, and governance (ESG) issues, is excited to announce the launch of its ESG Ratings Support Service. The innovative service is designed to help businesses secure an ESG score across key rating agencies, including CDP, EcoVadis, Sustainable Fitch, S&P, Sustainalytics, the world’s leading ESG ratings providers. Leveraging Diginex Limited’s expertise and cutting-edge technology, the ESG Ratings Support Service provides companies with a robust framework to optimize their ESG ratings, attract investment, and strengthen stakeholder trust.

The launch of the ESG Ratings Support Service comes at a pivotal moment as investors, regulators, and consumers increasingly prioritize sustainability. With the global ESG investment market reaching nearly USD 29.86 trillion in 2024, according to a report by Precedence Research, and regulatory bodies like the European Union, SEC as well as many stock exchanges globally who are mandating comprehensive ESG / Climate disclosures, businesses need reliable tools to navigate this landscape. diginexADVISORY’s new ESG Ratings Support Service offers a tailored approach, combining expert consultancy with data-driven insights to help organizations report their ESG data and performance to secure competitive advantages.

“We believe our ESG Ratings Support Service is a game-changer for companies looking to align sustainability with commercial success,” said Mark Blick, Chief Executive Officer of Diginex Limited. “By providing clear, actionable recommendations into ESG performance, we’re helping businesses to unlock new opportunities for growth and investment. Sustainability isn’t just a compliance exercise—it’s a prerequisite for long-term prosperity.”

Case Study: Living Style Group’s ESG Performance

A recent example of the service’s impact is diginexADVISORY’s collaboration with the Living Style Group, a global leader in home decor and furnishings generating over $1.2 billion in yearly revenue. Living Style Group successfully completed its first-ever CDP submission, achieving an impressive B score in Climate on its first attempt.

“With Diginex’s expert guidance, we successfully navigated our first ESG disclosure, achieving strong CDP scores on our first attempt. Diginex’s structured approach made a complex process seamless,” said Mark Loomis, EVP Quality, Compliance & Sustainability, Living Style Group. “This report marks an important milestone in our journey toward greater sustainability, and we look forward to building on these efforts in the years to come.”

Through this collaboration, we believe that Living Style Group is now better equipped to attract ESG-focused investors and meet evolving regulatory demands.

A Comprehensive Solution for ESG Success

The ESG Ratings Support Service integrates with Diginex’s award-winning diginexESG platform, which supports 17 global frameworks, including GRI (the “Global Reporting Initiative”), SASB (the “Sustainability Accounting Standards Board”), and TCFD (the “Task Force on Climate-related Financial Disclosures”). We expect our clients to benefit from end-to-end support, from materiality assessments and data management to stakeholder engagement and report generation through implementation of the ESG Ratings Support Service.

The ESG Ratings Service is available immediately to clients worldwide, with options for small and medium enterprises (SMEs) and large corporations alike.

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

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

Forward-Looking Statements

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

For investor and media inquiries, please contact:

Diginex
Investor Relations
Email: ir@diginex.com

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

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

The MIL Network –

February 26, 2025

MIL-OSI: EXL Reports 2024 Fourth Quarter and Year-End Results; Issues 2025 Guidance

Source: GlobeNewswire (MIL-OSI)

2024 Fourth Quarter Revenue of $481.4 Million, up 16.3% year-over-year
Q4 Diluted EPS (GAAP) of $0.31, up 28.4% from $0.24 in Q4 of 2023
Q4 Adjusted Diluted EPS (Non-GAAP) ⁽¹⁾of $0.44, up 26.1% from $0.35 in Q4 of 2023

2024 Revenue of $1.84 Billion, up 12.7% year-over-year
2024 Diluted EPS (GAAP) of $1.21, up 10.0% from $1.10 in 2023
2024 Adjusted Diluted EPS (Non-GAAP) ⁽¹⁾of $1.65, up 15.4% from $1.43 in 2023

NEW YORK, Feb. 25, 2025 (GLOBE NEWSWIRE) — ExlService Holdings, Inc. (NASDAQ: EXLS), a global data and AI company, today announced its financial results for the quarter and full year ended December 31, 2024.

Rohit Kapoor, chairman and chief executive officer, said, “As we executed our data and AI strategy in 2024, we achieved several key milestones, including launching an enterprise AI platform in partnership with NVIDIA, introducing our insurance-specific large language model (LLM) and expanding our data management capabilities with the acquisition of ITI Data. Our focus on innovating with speed led to industry-leading full-year revenue growth of 12.7% and adjusted EPS growth of 15.4%. As AI adoption continues to increase, EXL is well positioned to capture this opportunity and continue its strong growth momentum.”

Maurizio Nicolelli, chief financial officer, said, “We finished 2024 with robust growth across our business segments, a formidable balance sheet and strong free cash flow. For the full year 2025, we expect revenue to be in the range of $2.025 billion to $2.060 billion, representing a 10% to 12% increase year-over-year on a reported basis and 11% to 13% on constant currency basis. We expect adjusted diluted EPS to be in the range of $1.83 to $1.89, representing a 11% to 14% increase over 2024.”

__________________________________________________

Reconciliations of adjusted (non-GAAP) financial measures to the most directly comparable GAAP measures, where applicable, are included at the end of this release under “Reconciliation of Adjusted Financial Measures to GAAP Measures.” These non-GAAP measures, including adjusted diluted EPS and constant currency measures, are not measures of financial performance prepared in accordance with GAAP.

Financial Highlights: Fourth Quarter 2024

Revenue for the quarter ended December 31, 2024 increased to $481.4 million compared to $414.1 million for the fourth quarter of 2023, an increase of 16.3% on a reported basis and constant currency basis. Revenue increased by 2.0% sequentially on a reported basis and 2.4% on a constant currency basis, from the third quarter of 2024.

	Revenue						Gross Margin
	Three months ended						Three months ended
Reportable Segments	December 31, 2024		December 31, 2023		September 30, 2024		December 31, 2024		December 31, 2023		September 30, 2024
	(dollars in millions)
Insurance	$	162.0	$	139.1	$	157.6	36.9	%	36.2	%	36.3	%
Healthcare		31.6		26.0		30.5	31.7	%	36.9	%	33.6	%
Emerging Business		80.1		67.0		80.0	40.7	%	41.0	%	40.2	%
Analytics		207.7		182.0		204.0	39.0	%	35.4	%	38.5	%
Revenues, net	$	481.4	$	414.1	$	472.1	38.1	%	36.7	%	37.8	%

Operating income margin for the quarter ended December 31, 2024 was 14.8%, compared to 13.1% for the fourth quarter of 2023 and 14.7% for the third quarter of 2024. Adjusted operating income margin for the quarter ended December 31, 2024 was 18.8%, compared to 17.8% for the fourth quarter of 2023 and 19.9% for the third quarter of 2024.
Diluted earnings per share for the quarter ended December 31, 2024 was $0.31, compared to $0.24 for the fourth quarter of 2023 and $0.33 for the third quarter of 2024. Adjusted diluted earnings per share for the quarter ended December 31, 2024 was $0.44, compared to $0.35 for the fourth quarter of 2023 and $0.44 for the third quarter of 2024.

Financial Highlights: Full Year 2024

Revenue for the year ended December 31, 2024 increased to $1.84 billion compared to $1.63 billion for the year ended December 31, 2023, an increase of 12.7% on a reported basis and constant currency basis.

	Revenue				Gross Margin
	Year ended				Year ended
Reportable Segments	December 31, 2024		December 31, 2023		December 31, 2024		December 31, 2023
	(dollars in millions)
Insurance	$	614.0	$	529.9	36.4	%	35.5	%
Healthcare		116.4		106.0	33.0	%	34.6	%
Emerging Business		311.7		265.7	41.8	%	43.2	%
Analytics		796.3		729.1	37.5	%	36.8	%
Revenues, net	$	1,838.4	$	1,630.7	37.6	%	37.3	%

Operating income margin for the year ended December 31, 2024 was 14.3%, compared to 14.6% for the year ended December 31, 2023. Adjusted operating income margin for the year ended December 31, 2024 was 19.4%, compared to 19.3% for the year ended December 31, 2023.
Diluted earnings per share for the year ended December 31, 2024 was $1.21, compared to $1.10 for the year ended December 31, 2023. Adjusted diluted earnings per share for the year ended December 31, 2024 was $1.65, compared to $1.43 for the year ended December 31, 2023.

Business Highlights: Fourth Quarter 2024

Won 17 new clients in the fourth quarter of 2024, with 8 clients in digital operations and solutions and 9 in analytics. For the year, we won 69 new clients, with 32 in digital operations and solutions and 37 in analytics.
Launched EXLerate.AI, an agentic AI platform designed to help enterprises reimagine and build AI-native workflows that drive greater efficiency, lower costs, and increased accuracy and scalability across business operations.
Named a Leader in the ISG Provider Lens™ Generative AI Services 2024 report. Analysts cited EXL’s data integration capabilities, domain-specific expertise, and robust transformational framework as key differentiators driving its leadership in this space.
Recognized as a Market Leader in the HFS Research 2024 AADA Quadfecta Services for the Generative Enterprise™ 2024 study. The study evaluated 27 leading analytics, AI, data platforms, and automation service providers on their ability to unlock deep insights from data, automate complex processes, and enhance operational efficiencies. The Market Leader designation is the report’s highest distinction.

2025 Operating Model

To accelerate the execution of our data and AI strategy, capture a greater share of the growing AI market and drive EXL’s long-term growth, the company is changing its operating model. The new model is comprised of Industry Market Units focused on delivering higher value to clients leveraging our full suite of capabilities; and Strategic Growth Units focused on rapidly advancing our capabilities specific to various industries and client needs.

This enhances our ability to deepen client relationships, unlock new buying centers, expand our addressable markets across industries and geographies, accelerate investments in data and AI capabilities and industry-specific solutions, and create more professional development opportunities for our employees. This model enables us to deliver AI-powered integrated solutions more effectively and evolve engagements to maximize value for our clients.

EXL will adopt new financial reporting segments consistent with how management will be reviewing financial information and making operating decisions beginning in the first quarter of 2025. Our data, AI and analytics capabilities are driving all our solutions and business lines. Accordingly, we will now report data and AI revenue alongside our new reporting segments beginning with the first quarter of 2025. This shift will provide a higher quality and more relevant representation of our business performance as we continue executing our data and AI growth strategy. The new reportable segments, aligned to our Industry Market Units, are as follows:

Insurance
Healthcare and Life Sciences
Banking, Capital Markets and Diversified Industries
International Growth Markets

The change in segment presentation will not have any effect on our consolidated statements of income, balance sheets or cash flows. The revised presentation will be reflected in our periodic and annual reports beginning in the first quarter of 2025.

2025 Guidance

Based on current visibility, and a U.S. dollar to Indian rupee exchange rate of 87.0, U.K. pound sterling to U.S. dollar exchange rate of 1.25, U.S. dollar to the Philippine peso exchange rate of 58.0 and all other currencies at current exchange rates, we are providing the following guidance for the full year 2025:

Revenue of $2.025 billion to $2.060 billion, representing an increase of 10% to 12% on a reported basis, and 11% to 13% on a constant currency basis, from 2024; and
Adjusted diluted earnings per share of $1.83 to $1.89, representing an increase of 11% to 14% from 2024.

Conference Call

ExlService Holdings, Inc. will host a conference call on Wednesday, February 26, 2025, at 10:00 A.M. ET to discuss the Company’s fourth quarter and year-end operating and financial results. The conference call will be available live via the internet by accessing the investor relations section of EXL’s website at ir.exlservice.com, where an accompanying investor-friendly spreadsheet of historical operating and financial data can also be accessed. Please access the website at least fifteen minutes prior to the call to register, download and install any necessary audio software.

To join the live call, please register here. For those who cannot access the live broadcast, a replay will be available on the EXL website ir.exlservice.com for a period of twelve months.

About ExlService Holdings, Inc.

EXL (NASDAQ: EXLS) is a global data and artificial intelligence (“AI”) company that offers services and solutions to reinvent client business models, drive better outcomes and unlock growth with speed. EXL harnesses the power of data, AI, and deep industry knowledge to transform businesses, including the world’s leading corporations in industries including insurance, healthcare, banking and financial services, media and retail, among others. EXL was founded in 1999 with the core values of innovation, collaboration, excellence, integrity and respect. We are headquartered in New York and have more than 59,000 employees spanning six continents. For more information, visit www.exlservice.com.

Cautionary Statement Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to EXL’s operations and business environment, all of which are difficult to predict and many of which are beyond EXL’s control. Forward-looking statements include information concerning EXL’s possible or assumed future results of operations, including descriptions of its business strategy. These statements may include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are based on assumptions that we have made in light of management’s experience in the industry as well as its perceptions of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. You should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions. Although EXL believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect EXL’s actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors, which include our ability to maintain and grow client demand, risks related to the use of AI technology, impact on client demand by the selling cycle of our contracts, fluctuations in our earnings, our ability to hire and retain sufficiently trained employees, and our ability to accurately estimate and/or manage costs, are discussed in more detail in EXL’s filings with the Securities and Exchange Commission, including EXL’s Annual Report on Form 10-K. You should keep in mind that any forward-looking statement made herein, or elsewhere, speaks only as of the date on which it is made. New risks and uncertainties come up from time to time, and it is impossible to predict these events or how they may affect EXL. EXL has no obligation to update any forward-looking statements after the date hereof, except as required by applicable law.


EXLSERVICE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amount and share count)

							(Unaudited)
	Year ended December 31,						Three months ended December 31,
	2024			2023			2024			2023
Revenues, net	$	1,838,372		$	1,630,668		$	481,426		$	414,058
Cost of revenues⁽¹⁾		1,147,359			1,022,902			298,023			262,211
Gross profit⁽¹⁾		691,013			607,766			183,403			151,847
Operating expenses:
General and administrative expenses		225,672			198,294			58,477			53,730
Selling and marketing expenses		146,502			120,227			37,520			31,553
Depreciation and amortization expense		55,219			50,490			16,164			12,298
Total operating expenses		427,393			369,011			112,161			97,581
Income from operations		263,620			238,755			71,242			54,266
Foreign exchange gain, net		891			1,532			218			694
Interest expense		(19,256	)		(13,180	)		(5,111	)		(3,150	)
Other income/(expense), net		16,092			10,834			4,216			4,240
Income before income tax expense and earnings from equity affiliates		261,347			237,941			70,565			56,050
Income tax expense		62,936			53,536			19,850			15,763
Income before earnings from equity affiliates		198,411			184,405			50,715			40,287
Gain/(loss) from equity-method investment		(114	)		153			(43	)		(4	)
Net income	$	198,297		$	184,558		$	50,672		$	40,283
Earnings per share:
Basic	$	1.22		$	1.11		$	0.31		$	0.24
Diluted	$	1.21		$	1.10		$	0.31		$	0.24
Weighted average number of shares used in computing earnings per share:
Basic		162,718,840			166,341,213			161,292,473			165,254,017
Diluted		164,321,656			168,161,371			163,436,793			166,880,836

⁽¹⁾Exclusive of depreciation and amortization expense.


EXLSERVICE HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except per share amount and share count)

	As of
	December 31, 2024			December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	153,355		$	136,953
Short-term investments		187,223			153,881
Restricted cash		9,972			4,062
Accounts receivable, net		304,322			308,108
Other current assets		140,317			76,669
Total current assets		795,189			679,673
Property and equipment, net		101,837			100,373
Operating lease right-of-use assets		68,784			64,856
Restricted cash		8,071			4,386
Deferred tax assets, net		104,747			82,927
Goodwill		420,387			405,639
Other intangible assets, net		49,331			50,164
Long-term investments		13,972			4,430
Other assets		56,085			49,524
Total assets	$	1,618,403		$	1,441,972
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	5,884		$	5,055
Current portion of long-term borrowings		4,886			65,000
Deferred revenue		19,264			12,318
Accrued employee costs		129,994			117,137
Accrued expenses and other current liabilities		113,597			114,113
Current portion of operating lease liabilities		16,491			12,780
Total current liabilities		290,116			326,403
Long-term borrowings, less current portion		283,598			135,000
Operating lease liabilities, less current portion		59,851			58,175
Deferred tax liabilities, net		1,403			1,495
Other non-current liabilities		53,573			31,462
Total liabilities		688,541			552,535
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value; 15,000,000 shares authorized, none issued		—			—
Common stock, $0.001 par value; 400,000,000 shares authorized, 206,510,587 shares issued and 161,801,212 shares outstanding as of December 31, 2024 and 203,410,038 shares issued and 165,277,880 shares outstanding as of December 31, 2023		206			203
Additional paid-in capital		588,583			508,028
Retained earnings		1,281,960			1,083,663
Accumulated other comprehensive loss		(154,722	)		(127,040	)
Total including shares held in treasury		1,716,027			1,464,854
Less: 44,709,375 shares as of December 31, 2024 and 38,132,158 shares as of December 31, 2023, held in treasury, at cost		(786,165	)		(575,417	)
Total stockholders’ equity		929,862			889,437
Total liabilities and stockholders’ equity	$	1,618,403		$	1,441,972

EXLSERVICE HOLDINGS, INC.Reconciliation of Adjusted Financial Measures to GAAP Measures

In addition to its reported operating results in accordance with U.S. generally accepted accounting principles (GAAP), EXL has included in this release certain financial measures that are considered non-GAAP financial measures, including the following:

(i)		Adjusted operating income and adjusted operating income margin;
(ii)		Adjusted EBITDA and adjusted EBITDA margin;
(iii)		Adjusted net income and adjusted diluted earnings per share; and
(iv)		Revenue growth on constant currency basis.

These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles, should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and may be different from non-GAAP financial measures used by other companies. Accordingly, the financial results calculated in accordance with GAAP and reconciliations from those financial statements should be carefully evaluated. EXL believes that providing these non-GAAP financial measures may help investors better understand EXL’s underlying financial performance. Management also believes that these non-GAAP financial measures, when read in conjunction with EXL’s reported results, can provide useful supplemental information for investors analyzing period-to-period comparisons of the Company’s results and comparisons of the Company’s results with the results of other companies. Additionally, management considers some of these non-GAAP financial measures to determine variable compensation of its employees. The Company believes that it is unreasonably difficult to provide its earnings per share financial guidance in accordance with GAAP, or a qualitative reconciliation thereof, for a number of reasons, including, without limitation, the Company’s inability to predict its future stock-based compensation expense under ASC Topic 718, the amortization of intangibles associated with future acquisitions and the currency fluctuations and associated tax effects. As such, the Company presents guidance with respect to adjusted diluted earnings per share. The Company also incurs significant non-cash charges for depreciation that may not be indicative of the Company’s ability to generate cash flow.

EXL non-GAAP financial measures exclude, where applicable, stock-based compensation expense, amortization of acquisition-related intangible assets, provision for restructuring and litigation settlement matters, effects of termination of leases, certain defined social security contributions, allowance for certain material expected credit losses, other acquisition-related expenses or benefits and effect of any non-recurring tax adjustments. Acquisition-related expenses or benefits include, changes in the fair value of contingent consideration, external deal costs, integration expenses, direct and incremental travel costs and non-recurring benefits or losses. Our adjusted net income and adjusted diluted EPS also excludes the effects of income tax on the above pre-tax items, as applicable. The effects of income tax of each item is calculated by applying the statutory rate of the local tax regulations in the jurisdiction in which the item was incurred.

A limitation of using non-GAAP financial measures versus financial measures calculated in accordance with GAAP is that non-GAAP financial measures do not reflect all of the amounts associated with our operating results as determined in accordance with GAAP and exclude costs that are recurring, namely stock-based compensation and amortization of acquisition-related intangible assets. EXL compensates for these limitations by providing specific information regarding the GAAP amounts excluded from non-GAAP financial measures to allow investors to evaluate such non-GAAP financial measures.

EXL’s primary exchange rate exposure is with the Indian rupee, the Philippine peso, the U.K. pound sterling and the South African rand. The average exchange rate of the U.S. dollar against the Indian rupee increased from 83.28 during the quarter ended December 31, 2023 to 84.72 during the quarter ended December 31, 2024, representing a depreciation of 1.7% against the U.S. dollar. The average exchange rate of the U.S. dollar against the Philippine peso increased from 55.86 during the quarter ended December 31, 2023 to 58.19 during the quarter ended December 31, 2024, representing a depreciation of 4.2% against the U.S. dollar. The average exchange rate of the U.K. pound sterling against the U.S. dollar increased from 1.25 during the quarter ended December 31, 2023 to 1.28 during the quarter ended December 31, 2024, representing an appreciation of 1.9% against the U.S. dollar. The average exchange rate of the U.S. dollar against the South African rand decreased from 18.63 during the quarter ended December 31, 2023 to 18.18 during the quarter ended December 31, 2024, representing an appreciation of 2.4% against the U.S. dollar.

The following table shows the reconciliation of these non-GAAP financial measures for the year ended December 31, 2024 and 2023, the three months ended December 31, 2024 and 2023 and the three months ended September 30, 2024:

Reconciliation of Adjusted Operating Income and Adjusted EBITDA (Amounts in thousands)

	Year ended						Three months ended
	December 31,						December 31,						September 30,
	2024			2023			2024			2023			2024
Net income (GAAP)	$	198,297		$	184,558		$	50,672		$	40,283		$	53,037
add: Income tax expense		62,936			53,536			19,850			15,763			15,460
add/(subtract): Foreign exchange gain, net, interest expense, gain/(loss) from equity-method investment and other income/(loss), net		2,387			661			720			(1,780	)		908
Income from operations (GAAP)	$	263,620		$	238,755		$	71,242		$	54,266		$	69,405
add: Stock-based compensation expense		72,658			58,437			15,479			15,452			21,232
add: Amortization of acquisition-related intangibles		13,630			14,678			4,024			3,168			3,449
add: Restructuring and litigation settlement costs (a)		6,174			613			—			613			—
add/(subtract): Allowance/(reversal) for expected credit losses (b)		—			1,436			—			(264	)		—
add: Other expenses (c)		—			771			—			282			—
Adjusted operating income (Non-GAAP)	$	356,082		$	314,690		$	90,745		$	73,517		$	94,086
Adjusted operating income margin as a % of Revenue (Non-GAAP)		19.4	%		19.3	%		18.8	%		17.8	%		19.9	%
add: Depreciation on long-lived assets		41,589			34,434			12,140			9,130			10,350
Adjusted EBITDA (Non-GAAP)	$	397,671		$	349,124		$	102,885		$	82,647		$	104,436
Adjusted EBITDA margin as a % of revenue (Non-GAAP)		21.6	%		21.4	%		21.4	%		20.0	%		22.1	%

(a) To exclude effects of employee severance costs and outplacement support costs of $4,762 and $nil and litigation settlement costs and associated legal fees of $1,412 and $613 for the year ended December 31, 2024 and 2023, respectively. To exclude effects of litigation settlement costs and associated legal fees of $nil and $613 for the three months ended December 31, 2024 and 2023, respectively.

(b) To exclude the effects of material allowance/(reversal) for expected credit losses on accounts receivables related to a customer bankruptcy event.

(c) To exclude effects of lease termination of $nil and $489 and other items, individually insignificant of $nil and $282 for the year ended December 31, 2024 and 2023, respectively. To exclude effects of other items, individually insignificant of $nil and $282 for the three months ended December 31, 2024 and 2023, respectively.


Reconciliation of Adjusted Net Income and Adjusted Diluted Earnings Per Share (Amounts in thousands, except per share data)

	Year ended						Three months ended
	December 31,						December 31,						September 30,
	2024			2023			2024			2023			2024
Net income (GAAP)	$	198,297		$	184,558		$	50,672		$	40,283		$	53,037
add: Stock-based compensation expense		72,658			58,437			15,479			15,452			21,232
add: Amortization of acquisition-related intangibles		13,630			14,678			4,024			3,168			3,449
add: Restructuring and litigation settlement costs (a)		6,174			613			—			613			—
add/(subtract): Changes in fair value of contingent consideration		(589	)		1,900			—			(600	)		—
add: Other tax expenses (b)		3,817			223			3,817			223			—
add/(subtract): Allowance/(reversal) for expected credit losses (c)		—			1,436			—			(264	)		—
add: Other expenses (d)		—			489			—			—			—
subtract: Tax impact on stock-based compensation expense (e)		(17,576	)		(17,333	)		(1,769	)		(374	)		(5,830	)
subtract: Tax impact on amortization of acquisition-related intangibles		(3,318	)		(3,622	)		(921	)		(792	)		(866	)
add/(subtract): Tax impact on restructuring and litigation settlement costs		(1,540	)		—			48			—			—
add/(subtract): Tax impact on changes in fair value of contingent consideration		146			152			(5	)		152			—
add/(subtract): Tax impact on allowance/(reversal) for expected credit losses		—			(364	)		—			65			—
subtract: Tax impact on other expenses		—			(280	)		—			(157	)		—
Adjusted net income (Non-GAAP)	$	271,699		$	240,887		$	71,345		$	57,769		$	71,022
Adjusted diluted earnings per share (Non-GAAP)	$	1.65		$	1.43		$	0.44		$	0.35		$	0.44

(a) To exclude effects of employee severance costs and outplacement support costs of $4,762 and $nil and litigation settlement costs and associated legal fees of $1,412 and $613 for the year ended December 31, 2024 and 2023, respectively. To exclude effects of litigation settlement costs and associated legal fees of $nil and $613 for the three months ended December 31, 2024 and 2023, respectively.

(b) To exclude other tax expenses/(benefits) related to certain deferred tax assets and liabilities.

(c) To exclude the effects of material allowance/(reversal) for expected credit losses on accounts receivables related to a customer bankruptcy event.

(d) To exclude effects of lease termination of $nil and $489 for the year ended December 31, 2024 and 2023, respectively.

(e) Tax impact includes $9,714 and $15,055 for the year ended December 31, 2024 and 2023 respectively, $500 and $1,883 for the three months ended December 31, 2024 and 2023 respectively, and $1,673 for the three months ended September 30, 2024 related to discrete benefit recognized in income tax expense in accordance with ASU No. 2016-09, Compensation – Stock Compensation.

Contacts:
Investor Relations
John Kristoff
Vice President, Investor Relations
+1 212 209 4613
ir@exlservice.com

Media – US
Keith Little
Assistant Vice President, Media Relations
+1 703 598 0980
media.relations@exlservice.com

The MIL Network –

February 26, 2025

MIL-OSI: SLR Investment Corp. Announces Quarter and Year Ended December 31, 2024 Financial Results

Source: GlobeNewswire (MIL-OSI)

Net Investment Income of $0.44 Per Share for Q4 2024;

Declared Quarterly Distribution of $0.41 Per Share;

Stable NAV/Strong Credit Quality

NEW YORK, Feb. 25, 2025 (GLOBE NEWSWIRE) — SLR Investment Corp. (NASDAQ: SLRC) (the “Company”, “SLRC”, “we”, “us”, or “our”) today reported net investment income (“NII”) of $23.8 million, or $0.44 per share, for the fourth quarter of 2024. On February 25, 2025, the Board declared a quarterly distribution of $0.41 per share payable on March 28, 2025, to holders of record as of March 14, 2025.

As of December 31, 2024, net asset value (“NAV”) was $18.20 per share, unchanged from the prior quarter ended September 30, 2024.

“This month, SLRC celebrated its 15^th anniversary since its initial public offering and more than 18 years of operating history as a private credit manager for SLR Capital Partners, our investment adviser,” said Michael Gross, Co-CEO of SLR Investment Corp. “Since inception in 2010, SLRC has made approximately $7.5 billion of investments including five platform specialty finance acquisitions and four related tuck-in acquisitions. Our asset mix across specialty and sponsor finance investment strategies and conservative underwriting approach has created a differentiated and attractive risk-adjusted return profile compared to sponsor finance only portfolios.”

“SLRC generated strong NII per share for both the fourth quarter and full year. In addition, NAV increased to $18.20 from $18.09 per share a year ago, reflecting solid credit performance from a diversified portfolio and disciplined underwriting in an environment of elevated rates and tighter cash flow coverage,” said Bruce Spohler, Co-CEO of SLR Investment Corp. “The ongoing retreat of regional banks from asset-based lending has resulted in a significant pipeline of specialty finance investment opportunities. Our flexibility to pivot to the most attractive investment strategies allows us to protect capital and perform across market cycles.”

FINANCIAL HIGHLIGHTS FOR THE QUARTER AND YEAR ENDED DECEMBER 31, 2024:

At December 31, 2024:

Investment portfolio fair value: $2.0 billion | Comprehensive Investment Portfolio fair value:⁽¹⁾ $3.1 billion
Net assets: $992.9 million or $18.20 per share
Leverage: 1.03x net debt-to-equity

Operating Results for the Quarter Ended December 31, 2024:

Net investment income: $23.8 million or $0.44 per share
Net realized and unrealized losses: $1.2 million or $0.02 per share
Net increase in net assets from operations: $22.6 million or $0.41 per share

Operating Results for the Year Ended December 31, 2024:

Net investment income: $96.3 million or $1.77 per share
Net realized and unrealized loss: $0.6 million or $0.01 per share
Net increase in net assets from operations: $95.8 million or $1.76 per share

Comprehensive Investment Portfolio Activity⁽²⁾ for the Quarter and Year Ended December 31, 2024:

Investments made during the quarter: $338.4 million
Investments prepaid and sold during the quarter: $442.7 million
Investments made during the year: $1,352.6 million
Investments prepaid and sold during the year: $1,377.8 million

_{⁽¹⁾ The Comprehensive Investment Portfolio for the quarter ended December 31, 2024 is comprised of SLRC’s investment portfolio and SLR Credit Solutions’ (“SLR-CS”) portfolio, SLR Equipment Finance’s (“SLR-EF”) portfolio, Kingsbridge Holdings, LLC’s (“KBH”) portfolio, SLR Business Credit’s (“SLR-BC”) portfolio, SLR Healthcare ABL’s (“SLR-HC ABL”) portfolio owned by the Company (collectively, the Company’s “Commercial Finance Portfolio Companies”), and the senior secured loans held by the SLR Senior Lending Program LLC (“SSLP”) attributable to the Company, and excludes the Company’s fair value of the equity interests in SSLP and the Commercial Finance Portfolio Companies and also excludes SLRC’s loans to KBH, SLR-EF, and SLR HC ABL.}
_{⁽²⁾ Comprehensive Investment Portfolio activity for the quarter ended December 31, 2024, includes investment activity of the Commercial Finance Portfolio Companies and SSLP attributable to the Company.}

Comprehensive Investment Portfolio

Portfolio Activity

During the three months ended December 31, 2024, SLRC had Comprehensive Investment Portfolio originations of $338.4 million and repayments of $442.7 million across the Company’s four investment strategies:

For the Quarter Ended December 31, 2024 ($mm)
Asset Class	Sponsor Finance⁽¹⁾	Asset-based Lending⁽²⁾	Equipment Finance⁽³⁾	Life Science Finance	Total Comprehensive Investment Portfolio Activity
Originations	$20.7	$128.6	$182.5	$6.6	$338.4
Repayments / Amortization	$102.3	$205.3	$101.7	$33.4	$442.7
Net Portfolio Activity	($81.6)	($76.7)	$80.8	($26.8)	($ 104.3)

During the year ended December 31, 2024, SLRC had Comprehensive Investment Portfolio originations of $1,352.6 million and repayments of $1,377.8 million across the Company’s four investment strategies:

For the Year Ended December 31, 2024 ($mm)
Asset Class	Sponsor Finance⁽¹⁾	Asset-based Lending⁽²⁾	Equipment Finance⁽³⁾	Life Science Finance	Total Comprehensive Investment Portfolio Activity
Originations	$113.0	$555.7	$649.4	$34.5	$1,352.6
Repayments / Amortization	$190.2	$515.8	$508.5	$163.3	$1,377.8
Net Portfolio Activity	($77.2)	$39.9	$140.9	($128.8)	($ 25.2)

_{⁽¹⁾ Sponsor Finance refers to cash flow loans to sponsor-owned companies including cash flow loans held in SSLP attributable to the Company.}
_{⁽²⁾ Includes SLR-CS, SLR-BC and SLR-HC ABL’s portfolios, as well as asset-based loans on the Company’s balance sheet.}
_{⁽³⁾ Includes SLR-EF’s portfolio and equipment financings on the Company’s balance sheet and Kingsbridge Holdings’ (KBH) portfolio.}

Comprehensive Investment Portfolio Composition

The Comprehensive Investment Portfolio is diversified across approximately 890 unique issuers, operating in over 110 industries, and resulting in an average exposure of $3.5 million or 0.1% per issuer. As of December 31, 2024, 98.2% of the Company’s Comprehensive Investment Portfolio was invested in senior secured loans of which 96.4% was held in first lien senior secured loans. Second lien ABL exposure was 1.5% and second lien cash flow exposure was 0.3% of the Comprehensive Investment Portfolio as of December 31, 2024.

SLRC’s Comprehensive Investment Portfolio composition by asset class as of December 31, 2024 was as follows:

Comprehensive Investment Portfolio Composition *(at fair value)*	Amount		Weighted Average
	($mm)	%	Asset Yield⁽⁵⁾
Senior Secured Investments
Cash Flow Loans (Sponsor Finance)⁽¹⁾	$633.8	20.6%	10.6%
Asset-Based Loans⁽²⁾	$1,037.3	33.6%	14.6%
Equipment Financings⁽³⁾	$1,147.9	37.2%	10.7%
Life Science Loans	$208.8	6.8%	12.1%
Total Senior Secured Investments	$3,027.8	98.2%	12.1%
Equity and Equity-like Securities	$54.8	1.8%
Total Comprehensive Investment Portfolio	$3,082.6	100.0%
Floating Rate Investments⁽⁴⁾	$1,866.7	61.0%
First Lien Senior Secured Loans	$2,972.1	96.4%
Second Lien Senior Secured Asset-Based Loans	$47.8	1.5%
Second Lien Senior Secured Cash Flow Loans	$7.8	0.3%

_{⁽¹⁾ Includes cash flow loans held in the SSLP attributable to the Company and excludes the Company’s equity investment in SSLP.}
_{⁽²⁾ Includes SLR-CS, SLR-BC, and SLR-HC ABL’s portfolios, as well as asset-based loans on the Company’s balance sheet, and excludes the Company’s equity investments in each of SLR-CS, SLR-BC, and SLR-HC ABL.}
_{⁽³⁾ Includes SLR-EF’s portfolio and equipment financings on the Company’s balance sheet and Kingsbridge Holdings’ (KBH) portfolio. Excludes the Company’s equity and debt investments in each of SLR-EF and KBH.}
_{⁽⁴⁾ Floating rate investments are calculated as a percent of the Company’s income-producing Comprehensive Investment Portfolio. The majority of fixed rate loans are associated with SLR-EF and leases held by KBH. Additionally, SLR-EF and KBH seek to match-fund their fixed rate assets with fixed rate liabilities.}
_{⁽⁵⁾ The weighted average asset yield for income producing cash flow, asset-based and life science loans on balance sheet is based on a yield to maturity calculation. The weighted average asset yield calculation for Life Science loans includes the amortization of expected exit/success fees. The weighted average yield for on-balance sheet equipment financings is calculated based on the expected average life of the investments. The weighted average asset yield for SLR-CS asset-based loans is an Internal Rate of Return (IRR) calculated using actual cash flows received and the expected terminal value. The weighted average asset yield for SLR-BC and SLR-HC ABL represents total interest and fee income for the three-month period ended on December 31, 2024 against the average portfolio over the same fiscal period, annualized. The weighted average asset yield for SLR-EF represents total interest and fee income for the three-month period ended on December 31, 2024 compared to the portfolio as of December 31, 2024, annualized. The weighted average yield for the KBH equipment leasing portfolio represents the blended yield from the company’s 1^st lien loan on par value and the annualized dividend yield on the cost basis of the company’s equity investment as of December 31, 2024.}

SLR Investment Corp. Portfolio

Asset Quality

As of December 31, 2024, 99.6% of SLRC’s portfolio was performing on a fair value basis and 99.4% on a cost basis, with only one investment on non-accrual.

The Company puts its largest emphasis on risk control and credit performance. On a quarterly basis, or more frequently if deemed necessary, the Company formally rates each portfolio investment on a scale of one to four, with one representing the least amount of risk.

As of December 31, 2024, the composition of our investment portfolio, on a risk ratings basis, was as follows:

Internal Investment Rating	Investments at Fair Value ($mm)	% of Total Portfolio
1	$701.0	34.9%
2	$1,286.9	64.2%
3	$9.9	0.5%
4	$7.8	0.4%

Investment Income Contribution by Asset Class

*Investment Income Contribution by Asset Class⁽¹⁾* *($mm)*
For the Quarter Ended:	Sponsor Finance	Asset-based Lending	Equipment Finance	Life Science Finance	Total
12/31/2024	$18.7	$18.1	$8.8	$10.0	$55.6
% Contribution	33.7%	32.5%	15.8%	18.0%	100.0%

*Investment Income Contribution by Asset Class⁽¹⁾* *($mm)*
For the Year Ended:	Sponsor Finance	Asset-based Lending	Equipment Finance	Life Science Finance	Total
12/31/2024	$82.6	$62.5	$36.6	$50.7	$232.4
% Contribution	35.5%	26.9%	15.8%	21.8%	100.0%

_{⁽¹⁾ Investment Income Contribution by Asset Class includes: interest income/fees from Sponsor Finance (cash flow) loans on balance sheet and distributions from SSLP; income/fees from asset-based loans on balance sheet and distributions from SLR-CS, SLR-BC, SLR-HC ABL; income/fees from equipment financings and distributions from SLR-EF and distributions from KBH; and income/fees from life science loans on balance sheet.}

SLR Senior Lending Program LLC (SSLP)

As of December 31, 2024, the Company and its 50% partner, Sunstone Senior Credit L.P., had contributed combined equity capital of $95.8 million of a total equity commitment for $100 million to the SSLP. At year end, SSLP had total commitments of $189.8 million at par and total funded portfolio investments of $178.7 million at fair value, consisting of floating rate senior secured loans to 32 different borrowers and an average investment of $5.6 million per borrower. This compares to funded portfolio investments of $204.1 million at fair value across 37 different borrowers at September 30, 2024. During the quarter ended December 31, 2024, SSLP invested $2.0 million in 4 portfolio companies and had $27.7 million of investments repaid.

In Q4 2024, the Company earned income of $1.9 million from its investment in the SSLP, representing an annualized yield of 15.6% on the cost basis of the Company’s investment, similar to Q3 2024.

SLR Investment Corp.’s Results of Operations Year Over Year

Investment Income

For the fiscal years ended December 31, 2024, and 2023, gross investment income totaled $232.4 million and $229.3 million, respectively. The increase in gross investment income for the year over year period was primarily due to an increase in dividend income from SSLP and our specialty finance company equity investments.

Expenses

SLRC’s net expenses totaled $136.1 million and $137.2 million, respectively, for the fiscal years ended December 31, 2024, and 2023. The decrease in expenses from 2024 to 2023 was primarily due to lower interest expense on a decrease in average borrowings as well as a reduction in general and administrative expenses, partially offset by higher fees stemming from higher net investment income.

SLRC’s investment adviser agreed to waive incentive fees resulting from income earned due to the accretion of the purchase price discount allocated to investments acquired in the Company’s merger with SLR Senior Investment Corp., which closed on April 1, 2022. For the fiscal years ended December 31, 2024 and 2023, $153 thousand and $500 thousand, respectively, of such performance-based incentive fees were waived.

Net Investment Income

SLRC’s net investment income totaled $96.3 million and $92.1 million, or $1.77 and $1.69, per average share, respectively, for the fiscal years ended December 31, 2024, and 2023.

Net Realized and Unrealized Loss

Net realized and unrealized loss for the fiscal years ended December 31, 2024 and 2023 totaled $0.6 million and $15.7 million, respectively.

Net Increase in Net Assets Resulting from Operations

For the fiscal years ended December 31, 2024, and 2023, the Company had a net increase in net assets resulting from operations of $95.8 million and $76.4 million, respectively. For the same periods, earnings per average share were $1.76 and $1.40, respectively.

Capital and Liquidity

Credit Facilities

As of December 31, 2024, the Company had $507 million drawn on $970 million of total commitments available on its revolving credit facilities and $140 million of term loans outstanding. In Q3 2024, the Company extended its SLRC revolver credit facility to a maturity of August 2029, increased the size, and lowered pricing. In Q4 2024, three new lenders were added to the SLRC revolving credit facility.

Unsecured Debt

On December 16, 2024, the Company closed a private offering of $49.0 million of the 2027 Series G Unsecured Notes with a fixed interest rate of 6.24% and a maturity date of December 16, 2027. As of December 31, 2024, the Company had $394 million of unsecured notes outstanding.

On February 18, 2025, the Company closed an additional private offering of $50.0 million of unsecured notes due 2028 with a fixed rate of interest of 6.14% and a maturity date of February 18, 2028.

Leverage

As of December 31, 2024, the Company’s net debt-to-equity ratio was 1.03x and compared to 1.19x as of December 31, 2023 and the Company’s target range of 0.9x to 1.25x.

Available Capital

As of December 31, 2024, including anticipated available borrowing capacity at the SSLP and our specialty finance portfolio companies, subject to borrowing base limits, SLRC, SSLP and our specialty finance portfolio companies had over $900 million of available capital in the aggregate.

Unfunded Commitments

As of December 31, 2024, excluding commitments to SLR-CS, SLR-BC, SLR-HC ABL, SLR Equipment Finance, and SSLP, over which the Company has discretion to fund, the Company had unfunded commitments of approximately $167.2 million.

Subsequent Events

On February 25, 2025, the Board declared a quarterly distribution of $0.41 per share payable on March 28, 2025, to holders of record as of March 14, 2025.

Conference Call and Webcast Information

The Company will host an earnings conference call and audio webcast at 10:00 a.m. (Eastern Time) on Wednesday, February 26, 2025. All interested parties may participate in the conference call by dialing (800) 579-2543 approximately 5-10 minutes prior to the call, international callers should dial (785) 424-1789. Participants should reference SLR Investment Corp. and Conference ID: SLRC4Q24. A telephone replay will be available until March 12, 2025 and can be accessed by dialing (800) 839-4568. International callers should dial (402) 220-2681.

This conference call will also be broadcast live over the Internet and can be accessed by all interested parties from the Event Calendar within the “Investors” tab of SLR Investment Corp.’s website, https://slrinvestmentcorp.com/Investors/Event-Calendar. Please register online prior to the start of the call. For those who are not able to listen to the broadcast live, a replay of the webcast will be available soon after the call.

Supplemental Information of SLR Investment Corp.’s Results of Operations Quarter Over Quarter

Operating results:	Quarter Ended December 31, 2024 (unaudited)		Quarter Ended September 30, 2024 (unaudited)
Interest income		$36,290		$45,373
Dividend income		16,502		12,578
Other income		2,791		1,820
Total investment income		55,583		59,771
Management fee		7,739		7,893
Net Performance-based Incentive fee		5,920		6,036
Interest and other credit facility expenses		16,184		18,913
Administrative services expense		1,376		1,392
Other general and administrative expenses		572		1,189
Net expenses		31,791		35,423
Net investment income		$23,792		$24,348
Net realized and unrealized gains (losses)		(1,183)		(2,299)
Net increase in net assets resulting from operations		22,609		22,049
Net investment income per common share		$0.44		$0.45
Net realized and unrealized gains (losses) per common share		($0.02)		($0.04)
Earnings per common share – basic and diluted		$0.41		$0.40

SLR INVESTMENT CORP. CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (in thousands, except share and per share amounts)

	December 31, 2024			December 31, 2023
Assets
Investments at fair value:
Companies less than 5% owned (cost: $1,019,357 and $1,260,205, respectively)	$	1,027,457		$	1,271,442
Companies 5% to 25% owned (cost: $103,655 and $60,064, respectively)		89,945			44,250
Companies more than 25% owned (cost: $916,554 and $870,128, respectively)		888,232			839,074
Cash		16,761			11,864
Cash equivalents (cost: $397,510 and $332,290, respectively)		397,510			332,290
Dividends receivable		15,375			11,768
Interest receivable		11,993			11,034
Receivable for investments sold		1,573			1,538
Prepaid expenses and other assets		571			608
Total assets	$	2,449,417		$	2,523,868
Liabilities
Debt ($1,041,093 and $1,183,250 face amounts, respectively, reported net of unamortized debt issuance costs of $9,399 and $5,473, respectively.)	$	1,031,694		$	1,177,777
Payable for investments and cash equivalents purchased		397,510			332,290
Management fee payable		7,739			8,027
Performance-based incentive fee payable		5,920			5,864
Interest payable		7,836			7,535
Administrative services payable		3,332			1,969
Other liabilities and accrued expenses		2,460			3,767
Total liabilities	$	1,456,491		$	1,537,229
Commitments and contingencies
Net Assets
Common stock, par value $0.01 per share, 200,000,000 and 200,000,000 common shares authorized, respectively, and 54,554,634 and 54,554,634 shares issued and outstanding, respectively	$	546		$	546
Paid-in capital in excess of par		1,117,606			1,117,930
Accumulated distributable net loss		(125,226	)		(131,837	)
Total net assets	$	992,926		$	986,639
Net Asset Value Per Share	$	18.20		$	18.09

SLR INVESTMENT CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts)

	2024			2023
INVESTMENT INCOME:
Interest:
Companies less than 5% owned	$	154,077		$	163,589
Companies 5% to 25% owned		3,881			2,058
Companies more than 25% owned		13,055			11,627
Dividends:
Companies 5% to less than 25% owned		845			—
Companies more than 25% owned		52,944			45,986
Other income:
Companies less than 5% owned		7,117			5,802
Companies 5% to 25% owned		—			26
Companies more than 25% owned		512			224
Total investment income		232,431			229,312
EXPENSES:
Management fees		31,389			31,661
Performance-based incentive fees		24,039			22,898
Interest and other credit facility expenses		71,464			72,507
Administrative services expense		5,520			5,899
Other general and administrative expenses		3,862			4,756
Total expenses		136,274			137,721
Performance-based incentive fees waived		(153	)		(500	)
Net expenses		136,121			137,221
Net investment income	$	96,310		$	92,091
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND CASH EQUIVALENTS:
Net realized loss on investments and cash equivalents:
Companies less than 5% owned	$	(2,252	)	$	(27,602	)
Companies more than 25% owned		—			(381	)
Net realized loss on investments and cash equivalents		(2,252	)		(27,983	)
Net change in unrealized gain (loss) on investments:
Companies less than 5% owned		(3,137	)		20,425
Companies 5% to 25% owned		2,105			(1,384	)
Companies more than 25% owned		2,731			(6,761	)
Net change in unrealized gain on investments		1,699			12,280
Net realized and unrealized loss on investments and cash equivalents		(553	)		(15,703	)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	95,757		$	76,388
EARNINGS PER SHARE	$	1.76		$	1.40

About SLR Investment Corp.

SLR Investment Corp. is a closed-end investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. A specialty finance company with expertise in several niche markets, the Company primarily invests in leveraged, U.S. upper middle market companies in the form of cash flow, asset-based, and life sciences senior secured loans.

Forward-Looking Statements

Some of the statements in this press release constitute forward-looking statements because they relate to future events, future performance or financial condition. The forward-looking statements may include statements as to: the Company’s access to deal flow and attractive investment opportunities; the market environment and its impact on the business prospects of SLRC and the prospects of SLRC’s portfolio companies; prospects for additional portfolio growth of SLRC; and the quality of, and the impact on the performance of SLRC from the investments that SLRC has made and expects to make. In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this press release involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with: (i) changes in the economy, financial markets and political environment, including the impacts of inflation and changing interest rates; (ii) risks associated with possible disruption in the operations of SLRC or the economy generally due to terrorism, war or other geopolitical conflicts, natural disasters, or pandemics; (iii) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (iv) conditions in SLRC’s operating areas, particularly with respect to business development companies or regulated investment companies; and (v) other considerations that may be disclosed from time to time in SLRC’s publicly disseminated documents and filings. SLRC has based the forward-looking statements included in this press release on information available to it on the date of this press release, and SLRC assumes no obligation to update any such forward-looking statements. Although SLRC undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that it may make directly to you or through reports that SLRC in the future may file with the Securities and Exchange Commission, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Contact
SLR Investment Corp.
Investor Relations
slrinvestorrelations@slrcp.com | (646) 308-8770

The MIL Network –

February 26, 2025

MIL-OSI: MidCap Financial Investment Corporation Reports Financial Results for the Quarter and Fiscal Year Ended December 31, 2024

Source: GlobeNewswire (MIL-OSI)

Results for the Quarter and Fiscal Year Ended December 31, 2024 and Other Recent Highlights:

Net investment income per share for the quarter was $0.40
Net asset value per share as of the end of the quarter was $14.98, compared to $15.10 as of September 30, 2024, a decrease of 0.8%
New investment commitments made during the quarter totaled $255 million⁽¹⁾
Gross fundings, excluding revolver fundings⁽²⁾, totaled $248 million for the quarter
Net repayments, including revolvers⁽²⁾, totaled $6 million for the quarter
Net leverage⁽³⁾ was 1.16x as of December 31, 2024
On February 21, 2025, the Board of Directors (the “Board”) declared a dividend of $0.38 per share payable on March 27, 2025 to stockholders of record as of March 11, 2025⁽⁴⁾
On February 24, 2025, the Company closed its second Collateralized Loan Obligation (“CLO”) transaction, MFIC Bethesda CLO 2 LLC (the “Bethesda CLO 2 Issuer”), a $529.6 million CLO secured by middle market loans, adding $399.0 million of secured debt capital with a weighted average price of SOFR + 161 basis points⁽⁵⁾

NEW YORK, Feb. 25, 2025 (GLOBE NEWSWIRE) — MidCap Financial Investment Corporation (NASDAQ: MFIC) or the “Company,” today announced financial results for its quarter and fiscal year ended December 31, 2024. The Company’s net investment income was $0.40 per share for the quarter ended December 31, 2024, compared to $0.44 per share for the quarter ended September 30, 2024. The Company’s net asset value (“NAV”) was $14.98 per share as of December 31, 2024, compared to $15.10 as of September 30, 2024.

On February 21, 2025, the Board declared a dividend of $0.38 per share payable on March 27, 2025 to stockholders of record as of March 11, 2025.

Mr. Tanner Powell, the Company’s Chief Executive Officer, stated, “In the December quarter, we generated solid net investment income despite a modest amount of fee income and the impact of lower base rates. The vast majority of our portfolio is performing well and we are observing stability in certain credit metrics.” Mr. Powell continued, “MFIC is fortunate to have access to the significant volume of loans originated by MidCap Financial, a leading middle market lender managed by an affiliate of Apollo, which we believe provides MFIC with a significant deal sourcing advantage. While our market remains competitive, we observed a modest increase in spreads on new commitments compared to the previous quarter, at what we believe to be attractive leverage entry points. We took advantage of strength in the liquid credit markets to continue selling certain assets acquired from our recently completed mergers with Apollo Senior Floating Rate Fund, Inc. and Apollo Tactical Income Fund, Inc. and prudently deployed proceeds from these sales, along with the investment capacity generated from the mergers, into first lien floating rate middle market loans originated by MidCap Financial. We have a clear and straightforward plan to gradually increase leverage over the coming quarters and we believe MFIC’s future results are well-positioned to benefit as we re-lever back to our target level.”

Mr. Gregory W. Hunt, the Company’s Chief Financial Officer, said, “We are pleased to announce MFIC closed its second on balance sheet CLO transaction earlier this week. This CLO transaction adds attractive term-based financing at what we believe to be among the tightest levels achieved for a middle market CLO, reflecting the high quality of the underlying loans. MFIC significantly benefited from MidCap Financial and Apollo Global’s expertise in CLO management and structuring.”

___________________

(1)	Commitments made for the direct origination portfolio.
(2)	During the quarter ended December 31, 2024, direct origination revolver fundings totaled $55 million, direct origination revolver repayments totaled $56 million.
(3)	The Company’s net leverage ratio is defined as debt outstanding plus payable for investments purchased, less receivable for investments sold, less cash and cash equivalents, less foreign currencies, divided by net assets.
(4)	There can be no assurances that the Board will continue to declare a base dividend of $0.38 per share.
(5)	The Company retained all Class D Notes and all Subordinated Notes in the CLO transaction.

FINANCIAL HIGHLIGHTS

($ in billions, except per share data)	December 31, 2024		September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023
Total assets	$	3.19	$	3.22	$	2.55	$	2.45	$	2.50
Investment portfolio (fair value)	$	3.01	$	3.03	$	2.44	$	2.35	$	2.33
Debt outstanding	$	1.75	$	1.77	$	1.51	$	1.41	$	1.46
Net assets	$	1.40	$	1.42	$	1.00	$	1.01	$	1.01
Net asset value per share	$	14.98	$	15.10	$	15.38	$	15.42	$	15.41

Debt-to-equity ratio		1.25 x		1.25 x		1.51 x		1.40 x		1.45 x
Net leverage ratio (1)		1.16 x		1.16 x		1.45 x		1.35 x		1.34 x

____________________
(1) The Company’s net leverage ratio is defined as debt outstanding plus payable for investments purchased, less receivable for investments sold, less cash and cash equivalents, less foreign currencies, divided by net assets.


PORTFOLIO AND INVESTMENT ACTIVITY

	Three Months Ended December 31,						Year Ended December 31,
(in millions)*	2024			2023			2024			2023
Investments made in portfolio companies	$	303.5		$	134.1		$	1,613.6		$	417.1
Investments sold		(82.9	)		—			(271.5	)		—
Net activity before repaid investments		220.6			134.1			1,342.1			417.1
Investments repaid		(226.9	)		(180.7	)		(657.5	)		(504.3	)
Net investment activity	$	(6.4	)	$	(46.5	)	$	684.6		$	(87.2	)

Portfolio companies, at beginning of period		250			149			152			135
Number of investments in new portfolio companies		11			10			167			32
Number of exited companies		(28	)		(7	)		(86	)		(15	)
Portfolio companies at end of period		233			152			233			152

Number of investments in existing portfolio companies		83			48			130			84

____________________
^* Totals may not foot due to rounding.


OPERATING RESULTS

	Three Months Ended December 31,					Year Ended December 31,
(in millions)*	2024			2023		2024			2023
Net investment income	$	37.1		$	29.8	$	133.3		$	116.0
Net realized and change in unrealized gains (losses)		(13.0	)		3.5		(34.5	)		2.8
Net increase in net assets resulting from operations	$	24.1		$	33.3	$	98.8		$	118.8

*(per share) (1)**
Net investment income on per average share basis	$	0.40		$	0.46	$	1.71		$	1.78
Net realized and change in unrealized gain (loss) per share		(0.14	)		0.05		(0.44	)		0.04
Earnings per share — basic	$	0.26		$	0.51	$	1.27		$	1.82

____________________
* Totals may not foot due to rounding.

(1) Based on the weighted average number of shares outstanding for the period presented.

SHARE REPURCHASE PROGRAM*

During the three months ended December 31, 2024, the Company did not repurchase any shares.

Since the inception of the share repurchase program and through February 24, 2025, the Company repurchased 15,593,120 shares at a weighted average price per share of $15.91, inclusive of commissions, for a total cost of $248.1 million, leaving a maximum of $26.9 million available for future purchases under the current Board authorization of $275 million.

* Share figures have been adjusted for the 1-for-3 reverse stock split which was completed after market close on November 30, 2018.

LIQUIDITY

As of December 31, 2024, the Company’s outstanding debt obligations, excluding deferred financing cost and debt discount of $5.5 million, totaled $1.757 billion which was comprised of $350 million of Senior Unsecured Notes (the “2025 Notes”) which will mature on March 3, 2025, $125 million of Unsecured Notes (the “2026 Notes”) which will mature on July 16, 2026, $80 million of Unsecured Notes (the “2028 Notes”) which will mature on December 15, 2028, $232 million outstanding Class A-1 Notes in MFIC Bethesda CLO 1 LLC and $970.1 million outstanding under the multi-currency revolving credit facility (the “Facility”). As of December 31, 2024, $7.8 million in standby letters of credit were issued through the Facility. The available remaining commitment under the Facility was $682.0 million as of December 31, 2024, which is subject to compliance with a borrowing base that applies different advance rates to different types of assets in the Company’s portfolio.

On February 24, 2025, the Company completed a $529.6 million CLO transaction, a form of secured financing incurred by Bethesda CLO 2 Issuer, an indirect wholly owned, consolidated subsidiary of the Company. The notes offered by Bethesda CLO 2 Issuer in connection with the CLO transaction consist of $304.5 million of AAA(sf) Class A-1 Senior Secured Floating Rate Notes due 2037, which bear interest at the three-month SOFR plus 1.48%, $21.0 million of AAA(sf) Class A-2 Senior Secured Floating Rate Notes due 2037, which bear interest at three-month SOFR plus 1.70%, $31.5 million of AA(sf) Class B Senior Secured Floating Rate Notes due 2037, which bear interest at three-month SOFR plus 1.85%, $42 million of A(sf) Class C Senior Secured Floating Rate Notes due 2037, which bear interest at three-month SOFR plus 2.30%, $31.5 million of BBB-(sf) Class D Senior Secured Floating Rate Notes due 2037, which bear interest at three-month SOFR plus 3.75% and $99.1 million of Subordinated notes due 2125, which do not bear interest. The notes offered in the CLO transaction are structured as follows:

Class	Par Amount ($ in millions)		% of Capital Structure		Coupon	Expected Rating (S&P/Fitch)	Price
Class A-1 Notes	$	304.50	57.5	%	3M SOFR + 1.48%	AAA/AAA	100.00	%
Class A-2 Notes		21.00	4.0	%	3M SOFR + 1.70%	AAA/NR	100.00	%
Class B Notes		31.50	5.9	%	3M SOFR + 1.85%	AA/NR	100.00	%
Class C Notes		42.00	7.9	%	3M SOFR + 2.30%	A/NR	100.00	%
Class D Notes		31.50	5.9	%	3M SOFR + 3.75%	BBB-/NR	100.00	%
Subordinated Notes		99.10	18.7	%	N/A	NR	100.00	%
Total	$	529.60

The CLO transaction is backed by a diversified portfolio of middle-market commercial loans, which Bethesda CLO 2 Issuer purchased from the Company pursuant to a loan sale agreement entered into on February 24, 2025, using the proceeds of the CLO transaction. The Company retained all Class D Notes and all Subordinated Notes and the proceeds from the CLO transaction were used to repay borrowings under the Company’s Facility. The Company serves as collateral manager to Bethesda CLO 2 Issuer, Citigroup Global Markets Inc. acted as initial purchaser and Apollo Global Securities, LLC acted as placement agent.2C

CONFERENCE CALL / WEBCAST AT 8:30 AM EST ON FEBRUARY 26, 2025

The Company will also host a conference call on Wednesday, February 26, 2025, at 8:30 a.m. Eastern Time. All interested parties are welcome to participate in the conference call by dialing (800) 225-9448 approximately 5-10 minutes prior to the call; international callers should dial (203) 518-9708. Participants should reference either MidCap Financial Investment Corporation Earnings or Conference ID: MFIC0226 when prompted. A simultaneous webcast of the conference call will be available to the public on a listen-only basis and can be accessed through the Events tab in the Shareholders section of our website at www.midcapfinancialic.com. Following the call, you may access a replay of the event either telephonically or via audio webcast. The telephonic replay will be available approximately two hours after the live call and through March 19, 2025, by dialing (800) 839-5123; international callers should dial (402) 220-2689. A replay of the audio webcast will also be available later that same day. To access the audio webcast please visit the Events Calendar in the Shareholders section of our website at www.midcapfinancialic.com.

SUPPLEMENTAL INFORMATION

The Company provides a supplemental information package to offer more transparency into its financial results and make its reporting more informative and easier to follow. The supplemental package is available in the Shareholders section of the Company’s website under Presentations at www.midcapfinancialic.com.

Our portfolio composition and weighted average yields as of December 31, 2024, September 30, 2024, June 30, 2024, March 31, 2024, and December 31, 2023 were as follows:

	December 31, 2024			September 30, 2024	June 30, 2024		March 31, 2024		December 31, 2023
Portfolio composition, at fair value:
First lien secured debt		92%		91%		90%		90%		89%
Second lien secured debt		1%		1%		1%		1%		1%
Total secured debt		93%		92%		91%		91%		90%
Unsecured debt		0%		0%		—%		—%		—%
Structured products and other		1%		2%		1%		1%		2%
Preferred equity		1%		1%		1%		1%		1%
Common equity/interests and warrants		5%		5%		7%		7%		7%
Weighted average yields, at amortized cost (1):
First lien secured debt (2)		10.8%		11.1%		11.9%		12.0%		12.1%
Second lien secured debt (2)		14.4%		14.0%		14.1%		14.1%		13.7%
Total secured debt (2)		10.8%		11.1%		11.9%		12.0%		12.1%
Unsecured debt portfolio (2)		9.5%		9.5%		—%		—%		—%
Total debt portfolio (2)		10.8%		11.1%		11.9%		12.0%		12.1%
Total portfolio (3)		9.5%		9.6%		9.9%		10.0%		10.1%
Interest rate type, at fair value (4):
Fixed rate amount	$	0.0 billion	$	0.0 billion	$	0.0 billion	$	0.0 billion	$	0.0 billion
Floating rate amount	$	2.7 billion	$	2.7 billion	$	2.1 billion	$	2.0 billion	$	2.0 billion
Fixed rate, as percentage of total		1%		1%		0%		0%		0%
Floating rate, as percentage of total		99%		99%		100%		100%		100%
Interest rate type, at amortized cost (4):
Fixed rate amount	$	0.0 billion	$	0.0 billion	$	0.0 billion	$	0.0 billion	$	0.0 billion
Floating rate amount	$	2.7 billion	$	2.7 billion	$	2.1 billion	$	2.0 billion	$	2.0 billion
Fixed rate, as percentage of total		1%		1%		0%		0%		0%
Floating rate, as percentage of total		99%		99%		100%		100%		100%

(1)	An investor’s yield may be lower than the portfolio yield due to sales loads and other expenses.
(2)	Exclusive of investments on non-accrual status.
(3)	Inclusive of all income generating investments, non-income generating investments and investments on non-accrual status.
(4)	The interest rate type information is calculated using the Company’s corporate debt portfolio and excludes aviation and investments on non-accrual status.


MIDCAP FINANCIAL INVESTMENT CORPORATION CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (In thousands, except share and per share data)

	December 31, 2024			December 31, 2023

Assets
Investments at fair value:
Non-controlled/non-affiliated investments (cost — $2,700,957 and $2,012,273, respectively)	$	2,605,329		$	1,936,327
Non-controlled/affiliated investments (cost — $142,686 and $130,648, respectively)		84,334			77,528
Controlled investments (cost — $333,754 and $395,221, respectively)		324,753			320,344
Cash and cash equivalents		74,357			93,575
Foreign currencies (cost — $1,487 and $28,563, respectively)		1,429			28,553
Receivable for investments sold		57,195			2,796
Interest receivable		19,289			21,441
Dividends receivable		709			1,327
Deferred financing costs		23,555			19,435
Prepaid expenses and other assets		—			5
Total Assets	$	3,190,950		$	2,501,331

Liabilities
Debt	$	1,751,621		$	1,462,267
Payable for investments purchased		4,190			—
Management fees payable		6,247			4,397
Performance-based incentive fees payable		5,336			6,332
Interest payable		12,813			14,494
Accrued administrative services expense		60			1,657
Other liabilities and accrued expenses		6,037			6,874
Total Liabilities	$	1,786,304		$	1,496,021
Commitments and contingencies (Note 9)
Net Assets	$	1,404,646		$	1,005,310

Net Assets
Common stock, $0.001 par value (130,000,000 shares authorized; 93,780,278 and 65,253,275 shares issued and outstanding, respectively)	$	94		$	65
Capital in excess of par value		2,658,090			2,103,718
Accumulated under-distributed (over-distributed) earnings		(1,253,538	)		(1,098,473	)
Net Assets	$	1,404,646		$	1,005,310

Net Asset Value Per Share	$	14.98		$	15.41


MIDCAP FINANCIAL INVESTMENT CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)

	Year Ended December 31,						Nine Months Ended December 31,
	2024			2023			2022
Investment Income
Non-controlled/non-affiliated investments:
Interest income (excluding Payment-in-kind (“PIK”) interest income)	$	265,157		$	249,102		$	143,564
Dividend income		40			409			61
PIK interest income		12,011			2,012			1,156
Other income		4,147			3,727			2,234
Non-controlled/affiliated investments:
Interest income (excluding PIK interest income)		2,685			1,126			363
Dividend income		726			1,010			718
PIK interest income		140			125			58
Controlled investments:
Interest income (excluding PIK interest income)		16,781			17,892			25,530
PIK interest income		—			869			1,448
Other income		95			250			477
Total Investment Income	$	301,782		$	276,522		$	175,609
Expenses
Management fees	$	19,450		$	17,369		$	26,621
Performance-based incentive fees		21,548			24,565			5,691
Interest and other debt expenses		115,961			104,198			59,363
Administrative services expense		4,120			5,840			4,188
Other general and administrative expenses		8,176			10,131			6,551
Total expenses		169,255			162,103			102,414
Performance-based incentive fee offset		—			(274	)		(178	)
Expense reimbursements		(769	)		(1,306	)		(770	)
Net Expenses	$	168,486		$	160,523		$	101,466
Net Investment Income	$	133,296		$	115,999		$	74,143
Net Realized and Change in Unrealized Gains (Losses)
Net realized gains (losses):
Non-controlled/non-affiliated investments	$	(4,273	)	$	131		$	1,977
Non-controlled/affiliated investments		(11,668	)		—			(2,224	)
Controlled investments		(60,487	)		—			(69,265	)
Foreign currency transactions		(592	)		69			273
Net realized gains (losses)		(77,020	)		200			(69,239	)
Net change in unrealized gains (losses):
Non-controlled/non-affiliated investments		(19,626	)		(1,326	)		(35,113	)
Non-controlled/affiliated investments		(5,232	)		3,799			(5,008	)
Controlled investments		65,876			2,636			53,726
Foreign currency translations		1,525			(2,548	)		4,431
Net change in unrealized gains (losses)		42,543			2,561			18,036
Net Realized and Change in Unrealized Gains (Losses)	$	(34,477	)	$	2,761		$	(51,203	)
Net Increase (Decrease) in Net Assets Resulting from Operations	$	98,819		$	118,760		$	22,940
Earnings (Loss) Per Share — Basic		1.27			1.82			0.36

Important Information

Investors are advised to carefully consider the investment objective, risks, charges and expenses of the Company before investing. The prospectus dated April 12, 2023, which has been filed with the Securities and Exchange Commission (“SEC”), contains this and other information about the Company and should be read carefully before investing. An effective shelf registration statement relating to certain securities of the Company is on file with the SEC. Any offering may be made only by means of a prospectus and any accompanying prospectus supplement. Before you invest, you should read the base prospectus in that registration statement, the prospectus and any documents incorporated by reference therein, which the issuer has filed with the SEC, for more complete information about the Company and an offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov.

The information in the prospectus and in this announcement is not complete and may be changed. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Past performance is not indicative of, or a guarantee of, future performance. The performance and certain other portfolio information quoted herein represents information as of dates noted herein. Nothing herein shall be relied upon as a representation as to the future performance or portfolio holdings of the Company. Investment return and principal value of an investment will fluctuate, and shares, when sold, may be worth more or less than their original cost. The Company’s performance is subject to change since the end of the period noted in this report and may be lower or higher than the performance data shown herein.

About MidCap Financial Investment Corporation

MidCap Financial Investment Corporation (NASDAQ: MFIC) is a closed-end, externally managed, diversified management investment company that has elected to be treated as a business development company (“BDC”) under the 1940 Act. For tax purposes, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is externally managed by the Investment Adviser, an affiliate of Apollo Global Management, Inc. and its consolidated subsidiaries (“Apollo”), a high-growth global alternative asset manager. The Company’s investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. The Company primarily invests in directly originated and privately negotiated first lien senior secured loans to privately held U.S. middle-market companies, which the Company generally defines as companies with less than $75 million in EBITDA, as may be adjusted for market disruptions, mergers and acquisitions-related charges and synergies, and other items. To a lesser extent, the Company may invest in other types of securities including, first lien unitranche, second lien senior secured, unsecured, subordinated, and mezzanine loans, and equities in both private and public middle market companies. For more information, please visit www.midcapfinancialic.com.

Forward-Looking Statements

Some of the statements in this press release constitute forward-looking statements because they relate to future events, future performance or financial condition. The forward-looking statements may include statements as to: future operating results of MFIC and distribution projections; business prospects of MFIC, and the prospects of its portfolio companies, if applicable; and the impact of the investments that MFIC expects to make. In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this press release involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with: future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); changes in general economic conditions, including the impact of supply chain disruptions, or changes in financial markets, and the risk of recession; changes in the interest rate environment and levels of general interest rates and the impact of inflation; the return on equity; the yield on investments; the ability to borrow to finance assets; new strategic initiatives; the ability to reposition the investment portfolio; the market outlook; future investment activity; and risks associated with changes in business conditions and the general economy. MFIC has based the forward-looking statements included in this press release on information available to it on the date hereof, and assumes no obligation to update any such forward-looking statements. Although MFIC undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that MFIC in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Contact

Elizabeth Besen
Investor Relations Manager
MidCap Financial Investment Corporation
212.822.0625
ebesen@apollo.com

The MIL Network –

February 26, 2025

Category: Business

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