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  • MIL-OSI: Letter to Stockholders Issued By Diamondback Energy, Inc.

    Source: GlobeNewswire (MIL-OSI)

    MIDLAND, Texas, Nov. 04, 2024 (GLOBE NEWSWIRE) —

    Diamondback Stockholders,

    This letter is meant to be a supplement to our earnings release and is being furnished to the Securities and Exchange Commission (SEC) and released to our stockholders simultaneously with our earnings release. Please see the information regarding forward-looking statements and non-GAAP financial information included at the end of this letter.

    Endeavor Closing:
    Diamondback closed the Endeavor transaction on September 10th, which began the next chapter of the Company’s short history. In just under two months, the Diamondback and Endeavor teams have worked quickly towards a seamless integration. We onboarded more than 1,000 employees, moved over 650 combined offices and began working as one functional organization in the first week post-close.

    The teams have already begun sharing best practices, which we witnessed in our first pro forma quarterly operations reviews a few weeks ago. At a high level, we have essentially merged two teams of basin experts. While we were once competitors, we can now share best practices and learnings from years of drilling and completing wells in the Midland Basin with what we believe is more combined data and basin experience than any competitor. This is a synergy that could not be modeled in our spreadsheet when the deal was announced, but I am confident this will accrue to the benefit of our stockholders in short order.

    We are ahead of schedule in delivering the operational synergies we promised in conjunction with the merger. Our drilling and completions teams have already implemented the two most significant operational synergies: clear fluids for drilling and SimulFrac for completions. All our development in the fourth quarter will be executed with SimulFrac completions crews, with spot crews to be used for single-well tests like the Barnett Shale in the Midland Basin. On the drilling side, as of today, all of our rigs are operating with clear fluid drilling systems, and we have already seen wells on legacy Endeavor acreage drilled below post-synergy-expected cost per lateral foot.

    At time of deal announcement, we promised to drill and complete wells for $625 per lateral foot in 2025 on Endeavor’s acreage. I can say that today, in real time and two months post-announcement, we are averaging $600 per lateral foot across the combined Company – above expectations and ahead of schedule.

    We are also actively learning from the Endeavor teams. On the execution front, we are optimistic about application and integration of some early learnings around the post-completion, drill-out process and believe there to be significant best practices to be shared across the combined production operations groups. We are also closely studying the various completion designs from the two companies and are confident the combination of the best completion design with the lowest cost execution will be a winning formula.

    As a result, I could not be more excited about the early progress from integration and remain confident in the team’s ability to meet or exceed the synergies promised at deal announcement.

    TRP Energy (“TRP”) Asset Trade:
    Our new combined acreage footprint has given us the flexibility to look at different opportunities across the Permian Basin. This is exemplified by a trade we just executed, where we signed an exchange agreement with TRP that allows us to play offense in our backyard by swapping a PDP-heavy asset in the Delaware Basin for a Midland Basin asset with more near-term development potential. In exchange for our Vermejo asset and ~$238 million in cash, we will receive TRP’s Midland Basin asset, which consists of approximately 15,000 net acres located in Upton and Reagan counties. The asset we will acquire in this trade has 55 remaining undeveloped operated locations, the majority of which compete for capital right away. The trade is expected to be accretive to our 2025 Cash Flow and Free Cash Flow per share and will high grade our inventory. We expect this trade to close by year-end, subject to customary regulatory approvals and closing conditions.

    We will also continue to look for ways to improve our asset base, whether it be through traditional trades to be able to drill longer laterals and increase operated working interests or “out of the box” ideas such as TRP.

    Third Quarter Operational Performance:
    I am proud of our team’s ability to execute regardless of the circumstances and the third quarter was no exception. Our team put operations first even as many moved offices, integrated new team members and began to understand a large new asset. We are currently running 20 drilling rigs and expect to be down to 18 operated rigs by year-end. What we originally expected to drill with 22 – 24 rigs in 2025, we now expect we can drill with closer to 18 rigs. This is purely based on continued efficiency gains, a testament to the prowess of our drilling organization.

    On the completions side of the business, we are currently running four SimulFrac crews, three of which are electric. We continue to exceed our original key performance indicators for 2024. We are completing on average nearly 4,000 lateral feet per day per crew, 30% more than we originally planned heading into the year. This increase is driven by higher pumping hours per day, higher average pump rates, lower swap times per stage and faster move times between pads.

    Production:
    For the quarter, Diamondback produced 321.1 MBO/d (571.1 MBOE/d), above the high end of the guidance range of 319 – 321 MBO/d (565 – 569 MBOE/d) that we released in October. As a reminder, this third quarter production incorporates twenty-one days of legacy Endeavor production. Well performance continues to meet or exceed expectations in our core Midland Basin position, setting us up well to continue to execute and achieve additional capital efficiency gains.

    For the fourth quarter of 2024, we expect to produce 470 – 475 MBO/d (840 – 850 MBOE/d). This includes a minor contribution from Viper’s closed acquisition of Tumbleweed. It also shows we expect to hit pro forma production expectations sooner than originally expected.

    Capital Expenditures:
    In the third quarter, we spent $688 million on capital expenditures, which is in the middle of our updated guidance range of $675 – $700 million. For the fourth quarter, we expect to spend $950 – $1,050 million of capex.

    The macro environment for oil prices and near-term global oil supply and demand dynamics remains volatile at best and tenuous at worst. Diamondback’s base case 2025 plan is still what was laid out with the Endeavor merger announcement in February (“generate oil production of 470 – 480 MBO/d (800 – 825 MBOE/d) with a capital budget of approximately $4.1 – $4.4 billion”), with oil production expected to increase by approximately 5 MBO/d due to contribution from the Viper Tumbleweed acquisition.

    On the other hand, we are actively working all our options for 2025, including continuing to refine this base case plan. Should oil prices weaken from current levels, we will make the correct capital allocation decision and focus on Free Cash Flow generation and capital efficiency over oil volumes. Our size, scale, cost structure and inventory quality position us well for whatever direction the macro decides to take. Our return of capital program, combined with a strong balance sheet, allows us to increase stockholder returns when volatility increases.

    Operating Costs:
    Total cash operating costs decreased slightly quarter over quarter to $11.49 per BOE. Lease operating expense (“LOE”) in the third quarter was $6.01 per BOE, within our annual guidance range of $5.90 – $6.40 per BOE. Cash G&A was $0.63 within our annual guidance range of $0.55 – $0.65 per BOE. We have announced a preliminary look at run rate pro forma operating expenses and expect to solidify these numbers when we update the market for 2025 unit cost guidance. DD&A increased quarter over quarter to $14.12 as a result of the Endeavor assets being added to our balance sheet.

    Financial Performance and Return of Capital:
    Diamondback generated $1.2 billion of net cash provided by operating activities and operating cash flow before working capital changes of $1.4 billion. Adjusted Free Cash Flow was $1.0 billion. Unique to this quarter, we adjusted Free Cash Flow upwards to account for two one-time items: $258 million of merger and integration expense and $37 million of costs associated with unwinding a portion of our outstanding swap to floating interest rate hedges.

    We will return ~78% of that Adjusted Free Cash Flow to stockholders through our base dividend and share repurchases. Our willingness to go above our base 50% return threshold was driven by our opportunistic share repurchase program, as we bought back ~$515 million worth of common stock at an average price of $176.40 / share in the third quarter. This includes 2 million shares repurchased for ~$350 million at a price of $175.11 per share in conjunction with the September secondary offering, where legacy Endeavor stockholders sold approximately 14.4 million shares. Diamondback’s participation in the offering is consistent with our opportunistic repurchase methodology, leaning into our repurchase program when we view our stock to be attractively valued at mid-cycle oil pricing.

    We have continued to be active repurchasing shares in the fourth quarter, and quarter to date have bought back over $185 million worth of shares at an average share price of approximately $180.13.

    As previously announced, our Board recently increased our share repurchase authorization to $6.0 billion from $4.0 billion previously. This gives us the flexibility to allocate capital appropriately and buy back shares in times of market stress.

    Balance Sheet:
    At quarter-end, we had approximately $13.1 billion of gross debt and $12.7 billion of net debt. We ended the quarter with $2.6 billion of liquidity at Diamondback, as we increased our borrowing base and elected commitments on our revolving credit facility to $2.5 billion from $1.6 billion previously.

    In September, we also received upgrades from two of the three rating agencies, as S&P upgraded us to BBB from BBB- and Fitch moved us to BBB+ from BBB. Moody’s remained at Baa2.

    As we have stated previously, our near-term goal is to lower consolidated net debt below $10 billion, which we expect to achieve through Free Cash Flow generation and proceeds from non-core asset sales. Our long-term priority is to maintain a leverage ratio of approximately 0.5x at mid-cycle oil pricing, or approximately $6 to $8 billion of net debt. We feel we can achieve this goal within the next couple of years solely by dedicating 50% of Free Cash Flow to debt paydown, while reserving the ability to flex up stockholder returns through opportunistic stock repurchases at times of excessive market volatility or one-time events such as secondary equity sell-downs.

    Other Business:
    We continue to use our equity method investments as valuable tools to improve our core operating business while also generating impressive returns, adding significant cash to our balance sheet. As we previously announced in July, Energy Transfer LP completed its acquisition of WTG Midstream Holdings LLC (“WTG”). Additionally, during the third quarter we completed the sale of our 4% interest in the Wink to Webster Pipeline.

    With the sales of WTG and Wink to Webster complete, we now have three equity method investments remaining in our portfolio: the EPIC crude pipeline (“EPIC”), the BANGL Y-grade NGL pipeline and the Deep Blue sustainable water management company. We recently increased our ownership in EPIC from 10.0% to 27.5% and are excited about the growth potential of this long-haul crude pipe as well as our other investments. As such, we do not feel now is the right time to monetize these assets.

    We continue to believe we can add significant value to our minerals company Viper (NASDAQ: VNOM) and Deep Blue through the potential drop down of Endeavor overrides and minerals to Viper and the sale of Endeavor’s extensive water infrastructure to Deep Blue, potentially accelerating our de-leveraging efforts in early 2025.

    We are also excited about what we see as the next wave of equity method investments for Diamondback: power generation and potentially data center development. By leveraging our 65,000 surface acres in West Texas, cheap natural gas and abundant supply of produced water, we believe we can be a premier partner in this new wave of development. By generating our own in-basin power, we can solve two long-term issues that have plagued the Permian Basin: the need for natural gas egress and cheap, reliable electricity. We look forward to updating our stockholders on our progress on these initiatives in the coming quarters.

    Closing:
    2024 has been a transformative year for Diamondback. We are intensely focused on delivering on the promises we made to the market around synergies and believe, eight weeks in, we have a significant head start relative to original expectations.

    Thank you for your ongoing support and interest in Diamondback Energy.

    Travis D. Stice
    Chairman of the Board and Chief Executive Officer

    Investor Contact:
    Adam Lawlis
    +1 432.221.7467
    alawlis@diamondbackenergy.com

    Forward-Looking Statements:

    This letter contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, which involve risks, uncertainties, and assumptions. All statements, other than statements of historical fact, including statements regarding future performance; business strategy; future operations (including drilling plans and capital plans); estimates and projections of revenues, losses, costs, expenses, returns, cash flow, and financial position; reserve estimates and its ability to replace or increase reserves; anticipated benefits or other effects of strategic transactions (including the recently completed Endeavor merger and other acquisitions or divestitures); the expected amount and timing of synergies from the Endeavor merger; and plans and objectives of management (including plans for future cash flow from operations and for executing environmental strategies) are forward-looking statements. When used in this letter, the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “model,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions (including the negative of such terms) are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although Diamondback believes that the expectations and assumptions reflected in its forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond Diamondback’s control. Accordingly, forward-looking statements are not guarantees of future performance and actual outcomes could differ materially from what Diamondback has expressed in its forward-looking statements.

    Factors that could cause the outcomes to differ materially include (but are not limited to) the following: changes in supply and demand levels for oil, natural gas, and natural gas liquids, and the resulting impact on the price for those commodities; the impact of public health crises, including epidemic or pandemic diseases and any related company or government policies or actions; actions taken by the members of OPEC and Russia affecting the production and pricing of oil, as well as other domestic and global political, economic, or diplomatic developments, including any impact of the ongoing war in Ukraine and the Israel-Hamas war on the global energy markets and geopolitical stability; instability in the financial markets; concerns over a potential economic slowdown or recession; inflationary pressures; higher interest rates and their impact on the cost of capital; regional supply and demand factors, including delays, curtailment delays or interruptions of production, or governmental orders, rules or regulations that impose production limits; federal and state legislative and regulatory initiatives relating to hydraulic fracturing, including the effect of existing and future laws and governmental regulations; physical and transition risks relating to climate change; those risks described in Item 1A of Diamondback’s Annual Report on Form 10-K, filed with the SEC on February 22, 2024, and those risks disclosed in its subsequent filings on Forms 10-Q and 8-K, which can be obtained free of charge on the SEC’s website at http://www.sec.gov and Diamondback’s website at www.diamondbackenergy.com/investors.

    In light of these factors, the events anticipated by Diamondback’s forward-looking statements may not occur at the time anticipated or at all. Moreover, Diamondback operates in a very competitive and rapidly changing environment and new risks emerge from time to time. Diamondback cannot predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those anticipated by any forward-looking statements it may make. Accordingly, you should not place undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this letter or, if earlier, as of the date they were made. Diamondback does not intend to, and disclaims any obligation to, update or revise any forward-looking statements unless required by applicable law.

    Non-GAAP Financial Measures

    This letter includes financial information not prepared in conformity with generally accepted accounting principles (GAAP), including free cash flow. The non-GAAP information should be considered by the reader in addition to, but not instead of, financial information prepared in accordance with GAAP. A reconciliation of the differences between these non-GAAP financial measures and the most directly comparable GAAP financial measures can be found in Diamondback’s quarterly results posted on Diamondback’s website at www.diamondbackenergy.com/investors/. Furthermore, this letter includes or references certain forward-looking, non-GAAP financial measures. Because Diamondback provides these measures on a forward-looking basis, it cannot reliably or reasonably predict certain of the necessary components of the most directly comparable forward-looking GAAP financial measures, such as future impairments and future changes in working capital. Accordingly, Diamondback is unable to present a quantitative reconciliation of such forward-looking, non-GAAP financial measures to the respective most directly comparable forward-looking GAAP financial measures. Diamondback believes that these forward-looking, non-GAAP measures may be a useful tool for the investment community in comparing Diamondback’s forecasted financial performance to the forecasted financial performance of other companies in the industry.

    The MIL Network –

  • MIL-OSI: MARA Schedules Conference Call for Third Quarter 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    Earnings Webcast and Conference Call Set for Tuesday, November 12, 2024 at 5:00 p.m. ET

    Fort Lauderdale, FL, Nov. 04, 2024 (GLOBE NEWSWIRE) — MARA (NASDAQ: MARA) (“MARA” or the “Company”), a global leader in leveraging digital asset compute to support the energy transformation, will hold a webcast and conference call on Tuesday, November 12, 2024 at 5:00 p.m. Eastern time to discuss its financial results for the third quarter ended September 30, 2024. Financial results will be published in a shareholder letter prior to the call and available on the investor relations section of the Company’s website.

    To register to participate in the conference call or to listen to the live audio webcast, please use this link. The webcast will also be broadcast live and available for replay via the investor relations section of the Company’s website.

    Earnings Webcast and Conference Call Details
    Date: Tuesday, November 12, 2024
    Time: 5:00 p.m. Eastern time (2:00 p.m. Pacific time)
    Registration link: LINK

    If you have any difficulty connecting with the conference call, please contact MARA’s investor relations team at ir@mara.com.

    About MARA
    MARA (NASDAQ: MARA) is a global leader in digital asset compute that develops and deploys innovative technologies to build a more sustainable and inclusive future. MARA secures the world’s preeminent blockchain ledger and supports the energy transformation by converting clean, stranded, or otherwise underutilized energy into economic value.

    For more information, visit www.mara.com, or follow us on:

    Twitter: @MARAHoldings
    LinkedIn: www.linkedin.com/company/marathon-digital-holdings 
    Facebook: www.facebook.com/MarathonDigitalHoldings 
    Instagram: @marathondigitalholdings

    MARA Company Contact:
    Telephone: 800-804-1690
    Email: ir@mara.com 

    MARA Media Contact:
    Email: mara@wachsman.com

    The MIL Network –

  • MIL-OSI: Cipher Mining Announces October 2024 Operational Update

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Nov. 04, 2024 (GLOBE NEWSWIRE) — Cipher Mining Inc. (NASDAQ:CIFR) (“Cipher” or the “Company”) today released its unaudited production and operations update for October 2024.

    Key Highlights

    Key Metrics October 2024
    BTC Mined1 168
    BTC Sold 248
    BTC Held 1,428
    Deployed Mining Rigs 77,000
    Month End Operating Hash Rate (EH/s) 10.7

    1 Includes October power sales estimates (based on current meter data and nodal prices) equivalent to 4.5 bitcoin (using month-end bitcoin price of $69,278) and 30 BTC mined at JV data centers representing Cipher’s ownership

    Management Commentary for October

    During the month, the Company’s operations and construction teams began executing on the upgrade of the mining fleet at Odessa and continued to develop the new Black Pearl data center.

    For a business update on the Company, please refer to our 3rd quarter business update call from Thursday, October 31st – link to the call here.

    Bitcoin Production and Operations Updates for October 2024

    Cipher produced ~1681 BTC in October. As part of its regular treasury management process, Cipher sold ~248 BTC in October, ending the month with a balance of ~1,428 BTC.

    Rig Upgrade Deployment at Odessa

                                                  
    1 Includes October power sales estimates (based on current meter data and nodal prices) equivalent to 4.5 bitcoin (using month-end bitcoin price of $69,278) and 30 BTC mined at JV data centers representing Cipher’s ownership

    About Cipher

    Cipher is focused on the development and operation of industrial-scale data centers for bitcoin mining and HPC hosting. Cipher aims to be a market leader in innovation, including in bitcoin mining growth, data center construction and as a hosting partner to the world’s largest HPC companies. To learn more about Cipher, please visit https://www.ciphermining.com/.

    Forward Looking Statements

    This press release contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends 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 includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, such as, statements about our beliefs and expectations regarding our future results of operations and financial position, planned business model and strategy, timing and likelihood of success, capacity, functionality and timing of operation of data centers, expectations regarding the operations of data centers, potential strategic initiatives, such as joint ventures and partnerships, and management plans and objectives, are forward-looking statements and should be evaluated as such. These forward-looking statements generally are identified by the words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “strategy,” “future,” “forecasts,” “opportunity,” “predicts,” “potential,” “would,” “will likely result,” “continue,” and similar expressions (including the negative versions of such words or expressions).

    These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and our management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: volatility in the price of Cipher’s securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, Cipher’s evolving business model and strategy and efforts we may make to modify aspects of our business model or engage in various strategic initiatives, variations in performance across competitors, changes in laws and regulations affecting Cipher’s business, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”), as any such factors may be updated from time to time in the Company’s other filings with the SEC, including without limitation, the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

    Contacts:
    Investor Contact:
    Josh Kane
    Head of Investor Relations at Cipher Mining
    josh.kane@ciphermining.com

    Media Contact:
    Ryan Dicovitsky / Kendal Till
    Dukas Linden Public Relations
    CipherMining@DLPR.com

    The MIL Network –

  • MIL-OSI: Nasdaq Reports October 2024 Volumes

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Nov. 04, 2024 (GLOBE NEWSWIRE) — Nasdaq (Nasdaq: NDAQ) today reported monthly volumes for October 2024 on its Investor Relations website. A data sheet showing this information can be found at: http://ir.nasdaq.com/financials/volume-statistics.

    About Nasdaq

    Nasdaq (Nasdaq: NDAQ) is a leading global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence. To learn more about the company, technology solutions, and career opportunities, visit us on LinkedIn, on X @Nasdaq, or at www.nasdaq.com.

    Cautionary Note Regarding Forward-Looking Statements
    Information set forth in this communication contains forward-looking statements that involve a number of risks and uncertainties. Nasdaq cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to (i) projections relating to our future financial results, total shareholder returns, growth, trading volumes, products and services, ability to transition to new business models, taxes and achievement of synergy targets, (ii) statements about the closing or implementation dates and benefits of certain acquisitions, divestitures and other strategic, restructuring, technology, de-leveraging and capital allocation initiatives, (iii) statements about our integrations of our recent acquisitions, (iv) statements relating to any litigation or regulatory or government investigation or action to which we are or could become a party, and (v) other statements that are not historical facts. Forward-looking statements involve a number of risks, uncertainties or other factors beyond Nasdaq’s control. These factors include, but are not limited to, Nasdaq’s ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors detailed in Nasdaq’s filings with the U.S. Securities and Exchange Commission, including its annual reports on Form 10-K and quarterly reports on Form 10-Q which are available on Nasdaq’s investor relations website at http://ir.nasdaq.com and the SEC’s website at www.sec.gov. Nasdaq undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

    Media Relations Contacts:

    Nick Jannuzzi
    +1.973.760.1741
    Nicholas.Jannuzzi@Nasdaq.com

    Nick Eghtessad
    +1.929.996.8894
    Nick.Eghtessad@Nasdaq.com

    Investor Relations Contact:

    Ato Garrett
    +1.212.401.8737
    Ato.Garrett@Nasdaq.com

    -NDAQF-

    The MIL Network –

  • MIL-OSI: Trio Petroleum Corp announces reverse stock split

    Source: GlobeNewswire (MIL-OSI)

    Bakersfield, CA, Nov. 04, 2024 (GLOBE NEWSWIRE) — Trio Petroleum Corp. (NYSE American: “TPET”, “Trio” or the “Company”), a California-based oil and gas company, today announced that it will proceed with a 1-for-20 reverse stock split (“Reverse Stock Split”) of its outstanding shares of common stock following approval by its board of directors. The 1-for-20 ratio is within the range approved by stockholders at a special meeting of stockholders held on August 15, 2024.

    The Reverse Stock Split is expected to become effective at 5 p.m. Eastern Daylight Time on November 14, 2024 and the Company’s common stock is expected to begin trading on a post-split basis at the market open on November 15, 2024 under the same symbol (TPET) with the new CUSIP number 89669L207.

    When the Reverse Stock Split is effective, every 20 shares of the Company’s common stock issued and outstanding will be combined automatically into 1 share of common stock. The Reverse Stock Split will apply equally to all outstanding shares of common stock, and each stockholder will hold the same percentage of common stock outstanding immediately following the Reverse Stock Split, except for adjustments that may result from the treatment of fractional shares. Fractional shares will be rounded up to the next whole share, and proportionate adjustments will be made to equity plans. Additionally, all equity awards outstanding immediately prior to the Reverse Stock Split will be proportionately adjusted.

    VStock Transfer, LLC is acting as the exchange agent and transfer agent for the Reverse Stock Split. Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. The Company does not have any outstanding certificated shares. Stockholders owning shares through a bank, broker or other nominee will have their positions adjusted to reflect the Reverse Stock Split.

    Additional information about the Reverse Stock Split can be found in the Company’s definitive proxy statement (Form DEF 14A) filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 1, 2024 and Form 8-K filed with the SEC on November 4, 2024.

    About Trio Petroleum Corp.

    Trio Petroleum Corp. is an oil and gas exploration and development company headquartered in Bakersfield, California, with operations in Monterey County, California, and Uintah County, Utah. In Monterey County, Trio owns an 85.75% working interest in 9,245 acres at the Presidents and Humpback oilfields in the South Salinas Project, and a 21.92% working interest in 800 acres in the McCool Ranch Field. In Uintah County, Trio owns a 2.25% working interest in 960 acres and options to acquire up to a 20% working interest in the 960 acres, in an adjacent 1,920 acres, and in the greater 30,000 acres of the Asphalt Ridge Project.

    Cautionary Statement Regarding Forward-Looking Statements

    All statements in this press release of Trio Petroleum Corp. (“Trio”) and its representatives and partners that are not based on historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Acts”). In particular, when used in the preceding discussion, the words “estimates,” “believes,” “hopes,” “expects,” “intends,” “on-track”, “plans,” “anticipates,” or “may,” and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Acts and are subject to the safe harbor created by the Acts. Any statements made in this press release other than those of historical fact, about an action, event or development, are forward-looking statements. While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of the Trio’s control, that could cause actual results to materially and adversely differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth in the Risk Factors section of Trio’s Annual Report on Form 10-K and Amendment No. 1 thereto, both filed with the Securities and Exchange Commission (SEC). Copies are of such documents are available on the SEC’s website, www.sec.gov. Trio undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.

    Investor Relations Contact:
    Redwood Empire Financial Communications
    Michael Bayes
    (404) 809 4172
    michael@redwoodefc.com

    The MIL Network –

  • MIL-OSI: Tactile Systems Technology, Inc. Reports Third Quarter 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    MINNEAPOLIS, Nov. 04, 2024 (GLOBE NEWSWIRE) — Tactile Systems Technology, Inc. (“Tactile Medical”; the “Company”) (Nasdaq: TCMD), a medical technology company providing therapies for people with chronic disorders, today reported financial results for the third quarter ended September 30, 2024 and announced the adoption of a share repurchase program.

    Third Quarter 2024 Summary & Recent Business Highlights:

    • Total revenue increased 5% year-over-year to $73.1 million
      • Lymphedema product revenue increased 4% over Q3 2023
      • Airway clearance product revenue increased 10% over Q3 2023
    • Net income of $5.2 million versus $22.3 million in Q3 2023
    • Adjusted EBITDA of $10.7 million versus $7.7 million in Q3 2023
    • Operating cashflow of $24.3 million year-to-date, compared to $17.5 million in the prior year period
    • Ended Q3 2024 with $82.1 million in cash and cash equivalents
    • Launched Nimbl, our next-generation lymphedema therapy platform for upper extremity conditions
    • Announced publication of positive clinical trial results in VA lymphedema patients using Flexitouch therapy
    • Authorized a program to repurchase up to $30.0 million of the Company’s common stock

    “In the third quarter, we delivered solid gross margin expansion, drove continued improvements in profitability, and achieved double-digit growth in both our commercial and VA lymphedema channels,” said Sheri Dodd, President and Chief Executive Officer of Tactile Medical. “Operationally, we advanced key pillars of our commercial strategy, including launching our next-generation lymphedema therapy platform and announcing the publication of a positive new data set among Veterans.”

    Ms. Dodd continued, “While pleased with this performance, our revenue was impacted by changes in policy interpretation from Medicare administrators and DME buying patterns within our airway clearance business. However, we continue to see strong patient and clinician demand for our products, aided by improving CMS coverage conditions on the near horizon. We are taking a concerted approach to fortify our sales channels, simplify our front and back-office work through technology modernization, and amplify the voice of our patients and providers through product and service innovation.”

    Ms. Dodd concluded, “Finally, we are increasingly benefiting from generating free cash flow, a trend we expect to continue. This provides us the luxury of continuing to evaluate various investment opportunities to drive growth and increase shareholder value, while also initiating a share repurchase program. We believe this strategic near-term use of cash aligns with our conviction in the trajectory of our business and our ability to execute our financial and operational initiatives.”

    Share Repurchase Program

    The Company also announced today that the Board of Directors of the Company authorized a program to repurchase up to $30.0 million of common stock. Under the program, purchases may be made from time to time in the open market, in privately negotiated purchases, or both. The timing and number of shares to be purchased will be based on the price of the Company’s common stock, general business and market conditions and other investment considerations and factors. The share repurchase program expires on October 31, 2026. The program does not obligate the Company to repurchase any specific number of shares and may be suspended or discontinued at any time without prior notice. The Company intends to finance the share repurchase program with cash on hand.

    Third Quarter 2024 Financial Results

    Total revenue in the third quarter of 2024 increased $3.5 million, or 5%, to $73.1 million, compared to $69.6 million in the third quarter of 2023. The increase in total revenue was attributable to an increase of $2.8 million, or 4%, in sales and rentals of the lymphedema product line and an increase of $0.7 million, or 10%, in sales of the airway clearance product line in the quarter ended September 30, 2024, compared to the third quarter of 2023.

    Gross profit in the third quarter of 2024 increased $5.4 million, or 11%, to $54.8 million, compared to $49.4 million in the third quarter of 2023. Gross margin was 75.0% of revenue, compared to 70.9% of revenue in the third quarter of 2023. Non-GAAP gross margin was 75.4% of revenue, compared to 71.4% of revenue in the third quarter of 2023.

    Operating expenses in the third quarter of 2024 increased $6.6 million, or 16%, to $48.0 million, compared to $41.4 million in the third quarter of 2023.

    Operating income was $6.8 million in the third quarter of 2024, compared to $8.0 million in the third quarter of 2023. Non-GAAP operating income in the third quarter of 2024 was $7.9 million, compared to $5.2 million in the third quarter of 2023.

    Other income was $0.5 million in the third quarter of 2024, compared to other expense of $0.4 million in the third quarter of 2023.

    Income tax expense was $2.1 million in the third quarter of 2024, compared to an income tax benefit of $14.7 million in the third quarter of 2023.

    Net income in the third quarter of 2024 was $5.2 million, or $0.21 per diluted share, compared to $22.3 million, or $0.94 per diluted share, in the third quarter of 2023. Non-GAAP net income in the third quarter of 2024 was $6.0 million, compared to $20.2 million in the third quarter of 2023. The change in both net income and non-GAAP net income was driven by the impact last year’s valuation allowance release had on prior-year income tax.

    Weighted average shares used to compute diluted net income per share were 24.3 million and 23.8 million for the third quarters of 2024 and 2023, respectively.

    Adjusted EBITDA was $10.7 million in the third quarter of 2024, compared to $7.7 million in the third quarter of 2023.

    First Nine Months 2024 Financial Results

    Total revenue for the nine months ended September 30, 2024, increased $10.6 million, or 5%, to $207.4 million, compared to $196.8 million for the nine months ended September 30, 2023. The increase in total revenue was attributable to an increase of $10.0 million, or 6%, in sales and rentals of the lymphedema product line and an increase of $0.6 million, or 2%, in sales of the airway clearance product line for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.

    Net income for the nine months ended September 30, 2024, was $7.2 million, or $0.30 per diluted share, compared to $20.3 million, or $0.88 per diluted share, for the nine months ended September 30, 2023. Non-GAAP net income for the nine months ended September 30, 2024, was $9.5 million, compared to $20.6 million for the nine months ended September 30, 2023.

    Weighted average shares used to compute diluted net income per share were 24.1 million and 23.0 million for the nine months ended September 30, 2024 and 2023, respectively.

    Adjusted EBITDA was $20.8 million in the nine months ended September 30, 2024, compared to $14.3 million in the nine months ended September 30, 2023.

    Balance Sheet Summary

    As of September 30, 2024, the Company had $82.1 million in cash and cash equivalents and $27.0 million of outstanding borrowings under its credit agreement, compared to $61.0 million in cash and cash equivalents and $29.3 million of outstanding borrowings under its credit agreement as of December 31, 2023.

    2024 Financial Outlook

    The Company is updating its 2024 financial outlook and now expects full year 2024 total revenue in the range of $292 million to $295 million, representing growth of approximately 6% to 8% year-over-year, compared to total revenue of $274.4 million in 2023. The Company’s prior 2024 guidance expectation was total revenue in the range of $293 million to $298 million, representing growth of approximately 7% to 9%.

    Conference Call

    Management will host a conference call with a question-and-answer session at 5:00 p.m. Eastern Time on November 4, 2024, to discuss the results of the quarter. Those who would like to participate may dial 877-407-3088 (201-389-0927 for international callers) and provide access code 13748661. A live webcast of the call will also be provided on the investor relations section of the Company’s website at investors.tactilemedical.com.

    For those unable to participate, a replay of the call will be available for two weeks at 877-660-6853 (201-612-7415 for international callers); access code 13748661. The webcast will be archived at investors.tactilemedical.com.

    About Tactile Systems Technology, Inc. (DBA Tactile Medical)

    Tactile Medical is a leader in developing and marketing at-home therapies for people suffering from underserved, chronic conditions including lymphedema, lipedema, chronic venous insufficiency and chronic pulmonary disease by helping them live better and care for themselves at home. Tactile Medical collaborates with clinicians to expand clinical evidence, raise awareness, increase access to care, reduce overall healthcare costs and improve the quality of life for tens of thousands of patients each year.

    Legal Notice Regarding Forward-Looking Statements

    This release contains forward-looking statements. Forward-looking statements are generally identifiable by the use of words like “may,” “will,” “should,” “could,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “continue,” “confident,” “outlook,” “guidance,” “project,” “goals,” “look forward,” “poised,” “designed,” “plan,” “return,” “focused,” “prospects” or “remain” or the negative of these words or other variations on these words or comparable terminology. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements are subject to numerous factors and uncertainties outside of the Company’s control that can make such statements untrue, including, but not limited to, the Company’s ability to obtain reimbursement from third-party payers for its products; the impacts of inflation, rising interest rates or a recession; the adequacy of the Company’s liquidity to pursue its business objectives; adverse economic conditions or intense competition; price increases for supplies and components; wage and component price inflation; loss of a key supplier; entry of new competitors and products; compliance with and changes in federal, state and local government regulation; loss or retirement of key executives, including transition matters related to the Company’s recent Chief Executive Officer change; technological obsolescence of the Company’s products; technical problems with the Company’s research and products; the Company’s ability to expand its business through strategic acquisitions; the Company’s ability to integrate acquisitions and related businesses; the effects of current and future U.S. and foreign trade policy and tariff actions; or the inability to carry out research, development and commercialization plans. In addition, other factors that could cause actual results to differ materially are discussed in the Company’s filings with the SEC. Investors and security holders are urged to read these documents free of charge on the SEC’s website at http://www.sec.gov. The Company undertakes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.

    Use of Non-GAAP Financial Measures

    This press release includes the non-GAAP financial measures of Adjusted EBITDA, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, and non-GAAP net income, which differ from financial measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”).

    Adjusted EBITDA in this release represents net income or loss, plus interest expense, net, or less interest income, net, less income tax benefit or plus income tax expense, plus depreciation and amortization, plus stock-based compensation expense, plus or minus the change in fair value of earn-out and plus executive transition costs. Non-GAAP gross profit in this release represents gross profit plus non-cash intangible asset amortization expense. Non-GAAP gross margin in this release represents non-GAAP gross profit divided by revenue. Non-GAAP operating income in this release represents operating income adjusted for non-cash intangible asset amortization expense, change in fair value of earn-out and executive transition expenses. Non-GAAP net income represents net income adjusted for non-cash intangible asset amortization expense, change in fair value of earn-out and executive transition expenses, and adjusted for the income tax effect on reconciling items. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP measures are included in this press release.

    These non-GAAP financial measures are presented because the Company believes they are useful indicators of its operating performance. Management uses these measures principally as measures of the Company’s operating performance and for planning purposes, including the preparation of the Company’s annual operating plan and financial projections. The Company believes these measures are useful to investors as supplemental information and because they are frequently used by analysts, investors and other interested parties to evaluate companies in its industry. The Company also believes these non-GAAP financial measures are useful to its management and investors as a measure of comparative operating performance from period to period. In addition, Adjusted EBITDA is used as a performance metric in the Company’s compensation program.

    The non-GAAP financial measures presented in this release should not be considered as an alternative to, or superior to, their respective GAAP financial measures, as measures of financial performance or cash flows from operations as a measure of liquidity, or any other performance measure derived in accordance with GAAP, and they should not be construed to imply that the Company’s future results will be unaffected by unusual or non-recurring items. In addition, Adjusted EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not reflect certain cash requirements such as tax payments, debt service requirements, capital expenditures and certain other cash costs that may recur in the future. Adjusted EBITDA contains certain other limitations, including the failure to reflect our cash expenditures, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. In evaluating non-GAAP financial measures, you should be aware that in the future the Company may incur expenses that are the same as or similar to some of the adjustments in this presentation. The Company’s presentation of non-GAAP financial measures should not be construed to imply that its future results will be unaffected by any such adjustments. Management compensates for these limitations by primarily relying on the Company’s GAAP results in addition to using non-GAAP financial measures on a supplemental basis. The Company’s definition of these non-GAAP financial measures is not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation.

                     
    Tactile Systems Technology, Inc.
    Condensed Consolidated Balance Sheets
    (Unaudited)
        September 30,   December 31,
    (In thousands, except share and per share data)   2024   2023
    Assets            
    Current assets                
    Cash and cash equivalents   $ 82,146     $ 61,033  
    Accounts receivable     39,970       43,173  
    Net investment in leases     13,953       14,195  
    Inventories     21,176       22,527  
    Prepaid expenses and other current assets     5,127       4,366  
    Total current assets     162,372       145,294  
    Non-current assets                
    Property and equipment, net     5,878       6,195  
    Right of use operating lease assets     17,553       19,128  
    Intangible assets, net     43,708       46,724  
    Goodwill     31,063       31,063  
    Accounts receivable, non-current     3,628       10,936  
    Deferred income taxes     19,719       19,378  
    Other non-current assets     3,803       2,720  
    Total non-current assets     125,352       136,144  
    Total assets   $ 287,724     $ 281,438  
    Liabilities and Stockholders’ Equity                
    Current liabilities                
    Accounts payable   $ 7,290     $ 6,659  
    Note payable     2,956       2,956  
    Accrued payroll and related taxes     13,086       16,789  
    Accrued expenses     7,088       5,904  
    Income taxes payable     611       1,467  
    Operating lease liabilities     2,883       2,807  
    Other current liabilities     3,240       4,475  
    Total current liabilities     37,154       41,057  
    Non-current liabilities                
    Note payable, non-current     23,959       26,176  
    Accrued warranty reserve, non-current     1,448       1,681  
    Income taxes payable, non-current     495       446  
    Operating lease liabilities, non-current     16,767       18,436  
    Total non-current liabilities     42,669       46,739  
    Total liabilities     79,823       87,796  
                     
    Stockholders’ equity:                
    Preferred stock, $0.001 par value, 50,000,000 shares authorized; none issued and outstanding as of September 30, 2024 and December 31, 2023     —       —  
    Common stock, $0.001 par value, 300,000,000 shares authorized; 23,997,089 shares issued and outstanding as of September 30, 2024; 23,600,584 shares issued and outstanding as of December 31, 2023     24       24  
    Additional paid-in capital     181,739       174,724  
    Retained earnings     26,138       18,894  
    Total stockholders’ equity     207,901       193,642  
    Total liabilities and stockholders’ equity   $ 287,724     $ 281,438  
                     
                                 
    Tactile Systems Technology, Inc.
    Condensed Consolidated Statements of Operations
    (Unaudited)
                                 
                                 
        Three Months Ended   Nine Months Ended
        September 30,   September 30,
    (In thousands, except share and per share data)   2024   2023   2024   2023
    Revenue                            
    Sales revenue   $ 63,168     $ 58,866     $ 180,742     $ 171,459  
    Rental revenue     9,925       10,720       26,657       25,312  
    Total revenue     73,093       69,586       207,399       196,771  
    Cost of revenue                            
    Cost of sales revenue     15,603       17,016       46,810       48,523  
    Cost of rental revenue     2,703       3,211       8,270       9,122  
    Total cost of revenue     18,306       20,227       55,080       57,645  
    Gross profit                            
    Gross profit – sales revenue     47,565       41,850       133,932       122,936  
    Gross profit – rental revenue     7,222       7,509       18,387       16,190  
    Gross profit     54,787       49,359       152,319       139,126  
    Operating expenses                            
    Sales and marketing     26,838       26,030       82,803       80,538  
    Research and development     2,417       1,964       6,794       6,030  
    Reimbursement, general and administrative     18,118       16,449       51,158       46,874  
    Intangible asset amortization and earn-out     633       (3,073 )     1,898       (557 )
    Total operating expenses     48,006       41,370       142,653       132,885  
    Income from operations     6,781       7,989       9,666       6,241  
    Other income (expense)     452       (404 )     832       (2,235 )
    Income before income taxes     7,233       7,585       10,498       4,006  
    Income tax expense (benefit)     2,078       (14,714 )     3,254       (16,307 )
    Net income   $ 5,155     $ 22,299     $ 7,244     $ 20,313  
    Net income per common share                            
    Basic   $ 0.21     $ 0.95     $ 0.30     $ 0.89  
    Diluted   $ 0.21     $ 0.94     $ 0.30     $ 0.88  
    Weighted-average common shares used to compute net income per common share                            
    Basic     23,985,364       23,483,269       23,842,049       22,714,574  
    Diluted     24,254,176       23,848,729       24,070,084       22,987,667  
                                     
                 
    Tactile Systems Technology, Inc.
    Condensed Consolidated Statements of Cash Flows
    (Unaudited)
         
        Nine Months Ended September 30,
    (In thousands)   2024   2023
    Cash flows from operating activities            
    Net income   $ 7,244     $ 20,313  
    Adjustments to reconcile net income to net cash provided by operating activities:            
    Depreciation and amortization     5,079       4,916  
    Deferred income taxes     (341 )     (20,717 )
    Stock-based compensation expense     5,969       5,597  
    Loss on disposal of property and equipment and intangibles     308       3  
    Change in fair value of earn-out liability     —       (2,475 )
    Changes in assets and liabilities, net of acquisition:            
    Accounts receivable     3,203       10,947  
    Net investment in leases     242       2,527  
    Inventories     1,351       (374 )
    Income taxes     (807 )     (99 )
    Prepaid expenses and other assets     (1,844 )     (369 )
    Right of use operating lease assets     (18 )     292  
    Accounts receivable, non-current     7,308       8,425  
    Accounts payable     582       (3,622 )
    Accrued payroll and related taxes     (3,703 )     (2,316 )
    Accrued expenses and other liabilities     (251 )     (5,545 )
    Net cash provided by operating activities     24,322       17,503  
    Cash flows from investing activities            
    Purchases of property and equipment     (1,932 )     (1,424 )
    Proceeds from sale of property and equipment     12       —  
    Intangible assets expenditures     (85 )     (117 )
    Net cash used in investing activities     (2,005 )     (1,541 )
    Cash flows from financing activities            
    Proceeds from issuance of note payable     —       8,250  
    Payments on earn-out     —       (5,000 )
    Payments on note payable     (2,250 )     (2,250 )
    Payments on revolving line of credit     —       (8,250 )
    Payments of deferred debt issuance costs     —       (125 )
    Proceeds from exercise of common stock options     2       13  
    Proceeds from the issuance of common stock from the employee stock purchase plan     1,044       882  
    Proceeds from issuance of common stock at market     —       34,625  
    Net cash (used in) provided by financing activities     (1,204 )     28,145  
    Net increase in cash and cash equivalents     21,113       44,107  
    Cash and cash equivalents – beginning of period     61,033       21,929  
    Cash and cash equivalents – end of period   $ 82,146     $ 66,036  
                 
    Supplemental cash flow disclosure            
    Cash paid for interest   $ 1,612     $ 2,810  
    Cash paid for taxes   $ 4,428     $ 3,006  
    Capital expenditures incurred but not yet paid   $ 49     $ 40  
                     

    The following table summarizes revenue by product line for the three and nine months ended September 30, 2024 and 2023:

        Three Months Ended   Nine Months Ended
        September 30,   September 30,
    (In thousands)   2024   2023   2024   2023
    Revenue                        
    Lymphedema products   $ 65,282     $ 62,506     $ 182,278     $ 172,257  
    Airway clearance products     7,811       7,080       25,121       24,514  
    Total   $ 73,093     $ 69,586     $ 207,399     $ 196,771  
                             
    Percentage of total revenue                        
    Lymphedema products     89 %     90 %     88 %     88 %
    Airway clearance products     11 %     10 %     12 %     12 %
    Total     100 %     100 %     100 %     100 %
                                     

    The following table contains a reconciliation of GAAP gross profit and margin to non-GAAP gross profit and margin:

    Tactile Systems Technology, Inc.
    Reconciliation of Gross Profit and Margin to Non-GAAP Gross Profit and Margin
    (Unaudited)
                                     
        Three Months Ended   Nine Months Ended
        September 30, September 30,
    (Dollars in thousands)   2024   2023   2024   2023
    Gross profit, as reported   $ 54,787     $ 49,359     $ 152,319     $ 139,126  
    Gross margin, as reported     75.0 %     70.9 %     73.4 %     70.7 %
    Reconciling items:                                
    Non-cash intangible asset amortization expense   $ 317     $ 316     $ 950     $ 945  
    Non-GAAP gross profit   $ 55,104     $ 49,675     $ 153,269     $ 140,071  
    Non-GAAP gross margin     75.4 %     71.4 %     73.9 %     71.2 %
                                     

    The following table contains a reconciliation of GAAP operating income to non-GAAP operating income:

    Tactile Systems Technology, Inc.
    Reconciliation of GAAP Operating Income to Non-GAAP Operating Income
    (Unaudited)
                                 
        Three Months Ended   Nine Months Ended
        September 30, September 30,
    (Dollars in thousands)   2024   2023   2024   2023
    GAAP operating income   $ 6,781     $ 7,989     $ 9,666     $ 6,241  
    Reconciling items:                            
    Non-cash intangible asset amortization expense impacting gross profit   $ 317     $ 316     $ 950     $ 945  
    Non-cash intangible asset amortization expense impacting operating expenses     633       633       1,898       1,919  
    Change in fair value of earn-out     —       (3,705 )     —       (2,475 )
    Executive transition expenses     136       —       111       —  
    Non-GAAP operating income:   $ 7,867     $ 5,233     $ 12,625     $ 6,630  
                                     

    The following table contains a reconciliation of GAAP net income to non-GAAP net income:

    Tactile Systems Technology, Inc.
    Reconciliation of GAAP Net Income to Non-GAAP Net Income
    (Unaudited)
                             
        Three Months Ended   Nine Months Ended
        September 30, September 30,
    (Dollars in thousands)   2024   2023   2024   2023
    GAAP net income   $ 5,155     $ 22,299     $ 7,244     $ 20,313  
    Reconciling items:                        
    Non-cash intangible asset amortization expense impacting gross profit   $ 317     $ 316     $ 950     $ 945  
    Non-cash intangible asset amortization expense impacting operating expenses     633       633       1,898       1,919  
    Change in fair value of earn-out     —       (3,705 )     —       (2,475 )
    Executive transition expenses     136       —       111       —  
    Income tax expense on reconciling items*     (272 )     689       (740 )     (97 )
    Non-GAAP net income   $ 5,969     $ 20,232     $ 9,463     $ 20,605  
    * The effect of income tax on the reconciling items is estimated using the Company’s effective statutory tax rate.
     

    The following table contains a reconciliation of net income to Adjusted EBITDA for the three and nine months ended September 30, 2024 and 2023, as well as the dollar and percentage change between the comparable periods:

    Tactile Systems Technology, Inc.
    Reconciliation of Net Income to Non-GAAP Adjusted EBITDA
    (Unaudited)
                                                     
        Three Months Ended   Increase   Nine Months Ended   Increase
        September 30,   (Decrease)   September 30,   (Decrease)
    (Dollars in thousands)   2024   2023   $   %   2024   2023   $   %
    Net income   $ 5,155     $ 22,299     $ (17,144 )   (77 ) %   $ 7,244     $ 20,313     $ (13,069 )   64   %
    Interest (income) expense, net     (452 )     404       (856 )   N.M. %     (823 )     2,235       (3,058 )   (137 ) %
    Income tax expense (benefit)     2,078       (14,714 )     16,792     (114 ) %     3,254       (16,307 )     19,561     (120 )  
    Depreciation and amortization     1,734       1,646       88     5   %     5,079       4,915       164     3   %
    Stock-based compensation     2,070       1,766       304     17   %     5,969       5,597       372     7   %
    Change in fair value of earn-out     —       (3,705 )     3,705     (100 ) %     —       (2,475 )     2,475     (100 ) %
    Executive transition costs     136       —       136     —   %     111       —       111     —   %
    Adjusted EBITDA   $ 10,721     $ 7,696     $ 3,025     39   %   $ 20,834     $ 14,278     $ 6,556     46   %
                                                                     

    Investor Inquiries:
    Sam Bentzinger
    Gilmartin Group
    investorrelations@tactilemedical.com

    The MIL Network –

  • MIL-OSI: Intapp Announces First Quarter Fiscal Year 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    • First quarter SaaS revenue of $76.9 million, up 30% year-over-year
    • Cloud annual recurring revenue (ARR) of $309.1 million, up 27% year-over-year
    • Trailing twelve months’ cloud net revenue retention rate as of September 30, 2024 was 119%

    PALO ALTO, Calif., Nov. 04, 2024 (GLOBE NEWSWIRE) — Intapp, Inc. (NASDAQ: INTA), a leading global provider of AI-powered solutions for professionals at advisory, capital markets, and legal firms, announced financial results for its fiscal first quarter ended September 30, 2024. Intapp also provided its outlook for the second quarter and updated outlook for the full fiscal year 2025.

    “We’re pleased to start the fiscal year––our fourth as a public company––with the launch of a new vertical AI solution aimed directly at the needs of our target market,” said John Hall, CEO of Intapp. “We are excited by the interest in our new product releases and the ability to support our clients as they move towards digitization and look to innovate through the use of advanced technology.”

    First Quarter of Fiscal Year 2025 Financial Highlights

    • SaaS revenue was $76.9 million, a 30% year-over-year increase compared to the first quarter of fiscal year 2024.
    • Total revenue was $118.8 million, a 17% year-over-year increase compared to the first quarter of fiscal year 2024.
    • Cloud ARR was $309.1 million as of September 30, 2024, a 27% year-over-year increase compared to Cloud ARR as of September 30, 2023. Cloud ARR represented 74% of total ARR as of September 30, 2024, compared to 69% as of September 30, 2023.
    • Total ARR was $417.2 million as of September 30, 2024, a 19% year-over-year increase compared to total ARR as of September 30, 2023.
    • GAAP operating loss was $(7.3) million, compared to a GAAP operating loss of $(14.0) million in the first quarter of fiscal year 2024.
    • Non-GAAP operating income was $15.1 million, compared to a non-GAAP operating income of $6.4 million in the first quarter of fiscal year 2024.
    • GAAP net loss was $(4.5) million, compared to a GAAP net loss of $(15.3) million in the first quarter of fiscal year 2024.
    • Non-GAAP net income was $16.8 million, compared to a non-GAAP net income of $4.6 million in the first quarter of fiscal year 2024.
    • GAAP net loss per share was $(0.06), compared to a GAAP net loss per share of $(0.22) in the first quarter of fiscal year 2024.
    • Non-GAAP diluted net income per share was $0.21, compared to a non-GAAP diluted net income per share of $0.06 in the first quarter of fiscal year 2024.

    Balance Sheet and Cash Flow Highlights

    • Cash and cash equivalents were $253.8 million as of September 30, 2024, compared to $208.4 million as of June 30, 2024.
    • For the three months ended September 30, 2024, net cash provided by operating activities was $24.4 million, compared to net cash provided by operating activities of $11.6 million for the three months ended September 30, 2023.

    Business Highlights

    • As of September 30, 2024, we served more than 2,600 clients, 707 of which each with contracts greater than $100,000 of ARR.
    • We upsold and cross-sold our existing clients such that our trailing twelve months’ cloud net revenue retention rate as of September 30, 2024 was 119%.
    • We continued to add new clients and expand existing accounts including Crete Professionals Alliance, an alliance of accounting and professional services firms, and private equity firms Alpaca Real Estate and NORD Holding.
    • We announced the availability of Intapp Assist for Terms, which expands generative AI functionality to Intapp’s compliance solutions.
    • Intapp DealCloud was named Deal Origination Solution of the Year at the 2024 Private Equity Wire U.S. Credit Awards.

    Second Quarter and Full Fiscal Year 2025 Outlook

      Fiscal 2025 Outlook
      Second Quarter Fiscal Year
      (in millions, except per share data)
    SaaS revenue $79.5 – $80.5 $327.6 – $331.6
    Total revenue $120.5 – $121.5 $495.5 – $499.5
    Non-GAAP operating income $14.0 – $15.0 $61.5 – $65.5
    Non-GAAP diluted net income per share $0.15 – $0.17 $0.73 – $0.77
     

    The guidance provided above constitutes forward-looking statements and actual results may differ materially. Refer to the “Forward-Looking Statements” safe harbor section below for information on the factors that could cause our actual results to differ materially from these forward-looking statements.
    The information presented in this press release includes non-GAAP financial measures such as “non-GAAP operating income,” “non-GAAP net income,” and “non-GAAP diluted net income per share.” Refer to “Non-GAAP Financial Measures and Other Metrics” for a discussion of these measures and the financial tables below for reconciliations of each non-GAAP financial measure to the most directly comparable GAAP financial measure.

    The guidance regarding non-GAAP operating income excludes known pre-tax charges related to estimated stock-based compensation of $23.3 million for the second quarter of fiscal year 2025 and $85.4 million for fiscal year 2025 and amortization of intangible assets of $2.9 million for the second quarter of fiscal year 2025 and $11.2 million for fiscal year 2025. The guidance regarding non-GAAP diluted net income per share excludes known pre-tax charges related to estimated stock-based compensation of $0.28 per share for the second quarter of fiscal year 2025 and $1.02 per share for fiscal year 2025 and amortization of intangible assets of $0.04 per share for the second quarter of fiscal year 2025 and $0.13 per share for fiscal year 2025. The Company has not included a quantitative reconciliation of its guidance for non-GAAP operating income and non-GAAP diluted net income per share to their most directly comparable GAAP financial measures, other than stock-based compensation and amortization of intangible assets, because certain of these reconciling items, including change in fair value of contingent consideration, transaction costs, restructuring and other costs and income tax effect of non-GAAP adjustments, could be highly variable and cannot be reasonably predicted without unreasonable effort. This is due to the inherent difficulty of forecasting the timing of certain events that have not yet occurred and are out of the Company’s control and the amounts of associated reconciling items. Please note that the unavailable reconciling items could significantly impact the Company’s GAAP operating results.

    Corporate Presentation

    A supplemental financial presentation and other information will be accessible through Intapp’s investor relations website at https://investors.intapp.com/.

    Webcast
    Intapp will host a conference call for analysts and investors on Monday, November 4, 2024, beginning at 2:00 p.m. PT (5:00 p.m. ET). The call will be webcast live via the “Investors” section of the Intapp company website at https://investors.intapp.com/. A replay of the call will be available through the Intapp website for 90 days.

    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.

    Forward-Looking Statements

    This press release contains express and implied “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our financial outlook for the second quarter and full fiscal year 2025, growth strategy, business plans and market position. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “would,” “should,” “could,” “can,” “predict,” “potential,” “target,” “explore,” “continue,” “expand,” “outlook” or the negative of these terms, and similar expressions intended to identify forward-looking statements. By their nature, these statements are subject to numerous uncertainties and risks, including factors beyond our control, that could cause actual results, performance, or achievement to differ materially and adversely from those anticipated or implied in the statements, including: our ability to continue our growth at or near historical rates; our future financial performance and ability to be profitable; the effect of global events on the U.S. and global economies, our business, our employees, our results of operations, our financial condition, demand for our products, sales and implementation cycles, and the health of our clients’ and partners’ businesses; our ability to prevent and respond to data breaches, unauthorized access to client data or other disruptions of our solutions; our ability to effectively manage U.S. and global market and economic conditions, including inflationary pressures, economic and market downturns and volatility in the financial services industry, particularly adverse to our targeted industries; the length and variability of our sales cycle; our ability to attract and retain clients; our ability to attract and retain talent; our ability to compete in highly competitive markets, including AI products; our ability to manage additional complexity, burdens, and volatility in connection with our international sales and operations; the successful assimilation or integration of the businesses, technologies, services, products, personnel or operations of acquired companies; our ability to incur indebtedness in the future and the effect of conditions in credit markets; the sufficiency of our cash and cash equivalents to meet our liquidity needs; and our ability to maintain, protect, and enhance our intellectual property rights. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, and any subsequent public filings. Moreover, we operate in a very competitive and rapidly changing environment, and new risks may emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results or outcomes to differ materially from those contained in any forward-looking statements we may make. Forward-looking statements speak only as of the date the statements are made and are based on information available to us at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. We assume no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by law.

    Presentation Changes Related to SaaS and License Revenue

    Effective July 1, 2024, the Company adjusted the classification of support services related to subscription license to be included within “license” on the unaudited condensed consolidated statements of operations. Prior to July 1, 2024, support services related to subscription license were included in a line item entitled “SaaS and Support.” Accordingly, effective July 1, 2024, SaaS revenues include subscription fees from clients accessing our SaaS solutions, premium support services related to SaaS, and updates, if any, to the subscribed service during the subscription term. There was no change to the Company’s revenue recognition policy, except for the change in classification noted herein.

    The presentation of cost of revenues has been conformed to reflect the changes related to the presentation of revenues. Such reclassifications related to the presentation of revenues and cost of revenues did not affect total revenues, operating income, or net income.

    Non-GAAP Financial Measures and Other Metrics

    This press release contains the following non-GAAP financial measures: non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP net income, and non-GAAP diluted net income per share. These non-GAAP measures exclude the impact of stock-based compensation, amortization of intangible assets, change in fair value of contingent consideration, transaction costs, restructuring and other costs and the income tax effect of non-GAAP adjustments. See below for a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure.

    Free cash flow is a non-GAAP financial measure, and a supplemental liquidity measure that management uses to evaluate our core operating business and our ability to meet our current and future financing and investing needs. It consists of net cash provided by operating activities less cash paid for purchases of property and equipment. See below for a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure.

    Other metrics include total ARR, Cloud ARR and cloud net revenue retention rate. Total ARR represents the annualized recurring value of all active SaaS and on-premise subscription license contracts at the end of a reporting period. Cloud ARR is the portion of the annualized recurring value of our active SaaS contracts at the end of a reporting period. Contracts with a term other than one year are annualized by taking the committed contract value for the current period divided by number of days in that period, then multiplying by 365. Cloud net revenue retention rate is the portion of our net revenue retention rate, which represents the net revenue retention of our SaaS contracts. We calculate Cloud net revenue retention by starting with the Cloud ARR from the cohort of all clients as of the twelve months prior to the applicable fiscal period, or prior period Cloud ARR. We then calculate the Cloud ARR from these same clients as of the current fiscal period, or current period Cloud ARR. We then divide the current period Cloud ARR by the prior period Cloud ARR to calculate the Cloud net revenue retention.

    We believe these non-GAAP financial measures and metrics provide useful information to investors as they are used by management to manage the business, make planning decisions, evaluate our performance, and allocate resources and provide useful information regarding certain financial and business trends relating to our financial condition and results of operations. These non-GAAP financial measures, which may be different than similarly-titled measures used by other companies, should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

    Guidance for non-GAAP financial measures excludes stock-based compensation expense and amortization of intangible assets. Non-GAAP diluted net income per share is calculated by dividing non-GAAP net income by the estimated diluted weighted average shares outstanding for the period.

    Investor Contact

    David Trone
    Senior Vice President, Investor Relations
    Intapp, Inc.
    ir@intapp.com

    Media Contact

    Ali Robinson
    Global Media Relations Director
    Intapp, Inc.
    press@intapp.com

    INTAPP, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited, in thousands, except per share data and percentages)
     
        Three Months Ended
    September 30,    		  
        2024     2023  
    Revenues            
    SaaS   $ 76,876     $ 58,913  
    License     28,492       28,051  
    Professional services     13,437       14,611  
    Total revenues     118,805       101,575  
    Cost of revenues            
    SaaS     15,318       12,711  
    License     1,752       1,702  
    Professional services     14,864       17,160  
    Total cost of revenues     31,934       31,573  
    Gross profit     86,871       70,002  
    Gross margin     73.1 %     68.9 %
    Operating expenses:            
    Research and development     32,427       28,496  
    Sales and marketing     37,760       34,419  
    General and administrative     23,938       21,052  
    Total operating expenses     94,125       83,967  
    Operating loss     (7,254 )     (13,965 )
    Interest and other income (expense), net     3,422       (943 )
    Net loss before income taxes     (3,832 )     (14,908 )
    Income tax expense     (688 )     (413 )
    Net loss   $ (4,520 )   $ (15,321 )
    Net loss per share, basic and diluted   $ (0.06 )   $ (0.22 )
    Weighted-average shares used to compute net loss per share, basic and diluted     75,604       68,937  
    INTAPP, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited, in thousands)
     
        September 30,
    2024    		     June 30,
    2024    		  
    Assets            
    Current assets:            
    Cash and cash equivalents   $ 253,847     $ 208,370  
    Restricted cash     200       200  
    Accounts receivable, net     62,053       95,103  
    Unbilled receivables, net     12,777       13,300  
    Other receivables, net     2,732       2,743  
    Prepaid expenses     11,294       9,031  
    Deferred commissions, current     13,678       13,907  
    Total current assets     356,581       342,654  
    Property and equipment, net     19,441       18,944  
    Operating lease right-of-use assets     20,030       21,382  
    Goodwill     286,472       285,969  
    Intangible assets, net     37,291       40,293  
    Deferred commissions, noncurrent     17,057       18,495  
    Other assets     5,550       5,262  
    Total assets   $ 742,422     $ 732,999  
    Liabilities and Stockholders’ Equity            
    Current liabilities:            
    Accounts payable   $ 16,013     $ 13,348  
    Accrued compensation     33,958       42,066  
    Accrued expenses     8,600       12,040  
    Deferred revenue, net     203,114       218,923  
    Other current liabilities     11,575       14,270  
    Total current liabilities     273,260       300,647  
    Deferred tax liabilities     1,298       1,336  
    Deferred revenue, noncurrent     2,097       3,563  
    Operating lease liabilities, noncurrent     18,626       19,605  
    Other liabilities     5,021       4,610  
    Total liabilities     300,302       329,761  
    Stockholders’ equity:            
    Common stock     78       75  
    Additional paid-in capital     934,585       891,681  
    Accumulated other comprehensive loss     (841 )     (1,336 )
    Accumulated deficit     (491,702 )     (487,182 )
    Total stockholders’ equity     442,120       403,238  
    Total liabilities and stockholders’ equity   $ 742,422     $ 732,999  
    INTAPP, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited, in thousands)
     
        Three Months Ended
    September 30,    		  
        2024     2023  
    Cash Flows from Operating Activities:            
    Net loss   $ (4,520 )   $ (15,321 )
    Adjustments to reconcile net loss to net cash provided by operating activities:            
    Depreciation and amortization     4,467       4,009  
    Amortization of operating lease right-of-use assets     1,280       1,130  
    Accounts receivable allowances     550       425  
    Stock-based compensation     19,989       18,757  
    Change in fair value of contingent consideration     (1,004 )     (1,431 )
    Deferred income taxes     (48 )     (113 )
    Other     38       38  
    Changes in operating assets and liabilities:            
    Accounts receivable     30,207       23,472  
    Unbilled receivables, current     523       (3,886 )
    Prepaid expenses and other assets     (2,568 )     (1,342 )
    Deferred commissions     1,667       121  
    Accounts payable and accrued liabilities     (8,060 )     (11,277 )
    Deferred revenue, net     (17,275 )     222  
    Operating lease liabilities     (1,331 )     (1,571 )
    Other liabilities     531       (1,621 )
       Net cash provided by operating activities     24,446       11,612  
    Cash Flows from Investing Activities:            
    Purchases of property and equipment     (354 )     (1,141 )
    Capitalized internal-use software costs     (1,534 )     (1,861 )
    Business combinations, net of cash acquired     (897 )     —  
       Net cash used in investing activities     (2,785 )     (3,002 )
    Cash Flows from Financing Activities:            
    Payments for deferred offering costs     —       (633 )
    Proceeds from stock option exercises     22,918       2,324  
    Payments of deferred contingent consideration and holdback associated with acquisitions     (1,387 )     —  
       Net cash provided by financing activities     21,531       1,691  
    Effect of foreign currency exchange rate changes on cash and cash equivalents     2,285       261  
       Net increase in cash, cash equivalents and restricted cash     45,477       10,562  
    Cash, cash equivalents and restricted cash – beginning of period     208,570       131,185  
    Cash, cash equivalents and restricted cash – end of period   $ 254,047     $ 141,747  
    INTAPP, INC.
    RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
    (Unaudited, in thousands, except per share data and percentages)
     
    The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP financial measures for the periods indicated below:
     
    Non-GAAP Gross Profit
        Three Months Ended
    September 30,    		  
        2024     2023  
    GAAP gross profit   $ 86,871     $ 70,002  
    Adjusted to exclude the following:            
    Stock-based compensation     2,232       1,874  
    Amortization of intangible assets     1,571       1,055  
    Restructuring and other costs     10       —  
    Non-GAAP gross profit   $ 90,684     $ 72,931  
    Non-GAAP gross margin     76.3 %     71.8 %
    Non-GAAP Operating Expenses
        Three Months Ended
    September 30,    		  
        2024     2023  
    GAAP research and development   $ 32,427     $ 28,496  
    Stock-based compensation     (4,624 )     (4,646 )
    Restructuring and other costs     (48 )     —  
    Non-GAAP research and development   $ 27,755     $ 23,850  
                 
    GAAP sales and marketing   $ 37,760     $ 34,419  
    Stock-based compensation     (5,738 )     (5,339 )
    Amortization of intangible assets     (1,268 )     (1,487 )
    Non-GAAP sales and marketing   $ 30,754     $ 27,593  
                 
                 
    GAAP general and administrative   $ 23,938     $ 21,052  
    Stock-based compensation     (7,395 )     (6,898 )
    Amortization of intangible assets     (163 )     (163 )
    Change in fair value of contingent consideration     1,004       1,431  
    Transaction costs (1)     (134 )     (328 )
    Restructuring and other costs     (172 )     —  
    Non-GAAP general and administrative   $ 17,078     $ 15,094  
    Non-GAAP Operating Income
        Three Months Ended
    September 30,    		  
        2024     2023  
    GAAP operating loss   $ (7,254 )   $ (13,965 )
    Adjusted to exclude the following:            
    Stock-based compensation     19,989       18,757  
    Amortization of intangible assets     3,002       2,705  
    Change in fair value of contingent consideration     (1,004 )     (1,431 )
    Transaction costs (1)     134       328  
    Restructuring and other costs     230       —  
    Non-GAAP operating income   $ 15,097     $ 6,394  
    Non-GAAP Net Income
        Three Months Ended
    September 30,    		  
        2024     2023  
    GAAP net loss   $ (4,520 )   $ (15,321 )
    Adjusted to exclude the following:            
    Stock-based compensation     19,989       18,757  
    Amortization of intangible assets     3,002       2,705  
    Change in fair value of contingent consideration     (1,004 )     (1,431 )
    Transaction costs (1)     134       328  
    Restructuring and other costs     230       —  
    Income tax effect of non-GAAP adjustments     (1,024 )     (415 )
    Non-GAAP net income   $ 16,807     $ 4,623  
                 
    GAAP net loss per share, basic and diluted   $ (0.06 )   $ (0.22 )
    Non-GAAP net income per share, diluted   $ 0.21     $ 0.06  
                 
    Weighted-average shares used to compute GAAP net loss per share, basic and diluted     75,604       68,937  
    Weighted-average shares used to compute non-GAAP net income per share, diluted     81,538       79,567  
    Free Cash Flow
        Three Months Ended
    September 30,    		  
        2024     2023  
    Net cash provided by operating activities   $ 24,446     $ 11,612  
    Adjusted for the following cash outlay:            
    Purchases of property and equipment     (354 )     (1,141 )
    Free cash flow (2)   $ 24,092     $ 10,471  
     
    (1) Consists of acquisition-related transaction costs and costs related to certain non-capitalized offering-related expenses.
     
    (2) Beginning with the second quarter ended December 31, 2023, we have excluded capitalized internal-use software costs and cash paid for interest from the calculation of our free cash flow, which we believe better aligns with industry standard. Our free cash flow for prior period presented were recast to conform to the updated methodology and are reflected herein for comparison purposes.

    The MIL Network –

  • MIL-OSI: EverQuote Announces Record Third Quarter 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    • Revenue Exceeds 150% Year-Over-Year Growth to $144.5 million
    • Variable Marketing Margin Increases Over 125% Year-Over-Year to $43.9 million
    • Delivers Net Income of $11.6 million and Adjusted EBITDA of $18.8 million

    CAMBRIDGE, Mass., Nov. 04, 2024 (GLOBE NEWSWIRE) — EverQuote, Inc. (Nasdaq: EVER), a leading online insurance marketplace, today announced financial results for the third quarter ended September 30, 2024.

    “We delivered record third quarter results for revenue, Variable Marketing Margin, or VMM, and Adjusted EBITDA that once again exceeded the high-end of our guidance range,” said Jayme Mendal, CEO of EverQuote. “We continue to benefit from the auto industry recovery and strong execution.  We are strategically investing into this strengthening demand environment, as we continue to effectively optimize our traffic operations, improve our AI-powered bidding solutions, and roll-out our next generation agent technology platform.”

    “Our record third quarter financial results and cash flow are evidence that we are emerging from the auto insurance downturn as a stronger company due to our ability to efficiently scale, drive strong operational leverage, and maintain disciplined expense management,” said Joseph Sanborn, CFO of EverQuote.  “Looking ahead, we expect to build upon our strong performance this year, while judiciously investing to position ourselves as the leader in our industry.”

    Third Quarter 2024 Highlights:
    (Unless otherwise noted, all comparisons are relative to the third quarter of 2023).

    • Total revenue of $144.5 million, an increase of 163%.
    • Automotive insurance vertical revenue of $130.0 million, up 202%, and representing 90% of revenue.
    • Home and renters insurance vertical revenue of $14.1 million, up 30% compared to $10.9 million.
    • VMM increased to $43.9 million, compared to VMM of $19.4 million.
    • GAAP net income improved to $11.6 million, compared to a GAAP net loss of $29.2 million.
    • Adjusted EBITDA increased to $18.8 million, compared to an Adjusted EBITDA loss of $1.9 million.
    • Cash flow from operations of $23.6 million, compared to cash flow from operations of ($4.1) million.
    • Ended the quarter with $82.8 million in cash and cash equivalents, an increase of 36% from $60.9 million at the end of the second quarter of 2024.

    Fourth Quarter 2024 Outlook:

    • Revenue of $131.0 – $136.0 million, representing 140% year-over-year growth at the midpoint.
    • Variable Marketing Margin of $38.0 – $40.0 million, representing 89% year-over-year growth at the midpoint.
    • Adjusted EBITDA of $14.0 – $16.0 million, versus a loss of ($0.9) million in the prior year’s period.

    With respect to the Company’s expectations under “Fourth Quarter 2024 Outlook” above, the Company has not reconciled the non-GAAP measure Adjusted EBITDA to the GAAP measure net income (loss) in this press release because the Company does not provide guidance for stock-based compensation expense, depreciation and amortization expense, restructuring and other charges, acquisition-related costs, interest income, and income taxes on a consistent basis as the Company is unable to quantify these amounts without unreasonable efforts, which would be required to include a reconciliation of Adjusted EBITDA to GAAP net income (loss). In addition, the Company believes such a reconciliation would imply a degree of precision that could be confusing or misleading to investors.

    Conference Call and Webcast Information

    EverQuote will host a conference call and live webcast to discuss its third quarter 2024 financial results at 4:30 p.m. Eastern Time today, November 4, 2024. To access the conference call, dial Toll Free: +1 (800) 715-9871 for the US, or +1 (646) 307-1963 for international callers, and provide conference ID 4210704. The live webcast and replay will be available on the Investors section of the Company’s website at https://investors.everquote.com.

    Safe Harbor Statement

    This press release contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release, including statements regarding our future results of operations and financial position, business strategy and plans, and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “might,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “seek,” “would” or “continue,” or the negative of these terms or other similar expressions. The forward-looking statements in this press release are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, liquidity and results of operations. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions described in our annual report on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K as filed with the Securities and Exchange Commission (“SEC”) from time to time. Additional information will also be set forth in the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2024, which will be filed with the SEC. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. While we may elect to update these forward-looking statements at some point in the future, whether as a result of any new information, future events, or otherwise, we have no current intention of doing so except to the extent required by applicable law. Some of the key factors that could cause actual results to differ include: (1) our dependence on revenue from the property and casualty insurance industries, and specifically automotive insurance, and exposure to risks related to those industries; (2) our dependence on our relationships with insurance providers with no long-term minimum financial commitments; (3) our reliance on a small number of insurance providers for a significant portion of our revenue; (4) our dependence on third-party media sources for a significant portion of visitors to our websites and marketplace; (5) our ability to attract consumers searching for insurance to our websites and marketplace through Internet search engines, display advertising, social media, content-based online advertising and other online sources; (6) any limitations restricting our ability to market to users or collect and use data derived from user activities; (7)  risks related to cybersecurity incidents or other network disruptions; (8) risks related to the use of artificial intelligence; (9) our ability to develop new and enhanced products and services to attract and retain consumers and insurance providers, and to successfully monetize them; (10) the impact of competition in our industry and innovation by our competitors; (11) our ability to hire and retain necessary qualified employees to expand our operations; (12) our ability to stay abreast of and comply with new or modified laws and regulations that currently apply or become applicable to our business, including with respect to the insurance industry, telemarketing restrictions and data privacy requirements; (13) our ability to protect our intellectual property rights and maintain and build our brand; (14) our future financial performance, including our expectations regarding our revenue, cost of revenue, variable marketing margin, operating expenses, cash flows and ability to achieve, and maintain, future profitability; (15) our ability to properly collect, process, store, share, disclose and use consumer information and other data; and (16) the future trading prices of our Class A common stock.

    About EverQuote

    EverQuote operates a leading online insurance marketplace, connecting consumers with insurance providers. Our vision is to become the largest online source of insurance policies by using data, technology, and knowledgeable advisors to make insurance simpler, more affordable, and personalized.

    For more information, visit https://investors.everquote.com and follow on LinkedIn.

    Investor Relations Contact

    Brinlea Johnson
    The Blueshirt Group
    (415) 489-2193

    EVERQUOTE, INC.
    STATEMENTS OF OPERATIONS
     
      Three Months Ended
    September 30,    		     Nine Months Ended
    September 30,    		  
      2024     2023     2024     2023  
      (in thousands except per share)  
    Revenue $ 144,530     $ 55,011     $ 352,735     $ 232,216  
    Cost and operating expenses(1):                              
    Cost of revenue   5,450       6,150       15,502       17,467  
    Sales and marketing   111,794       46,505       273,491       195,537  
    Research and development   8,026       6,270       21,913       21,647  
    General and administrative   7,594       5,741       22,105       19,339  
    Restructuring and other charges   —       19,757       —       23,589  
    Acquisition-related costs   —       —       —       (150 )
    Total cost and operating expenses   132,864       84,423       333,011       277,429  
    Income (loss) from operations   11,666       (29,412 )     19,724       (45,213 )
    Other income:                              
    Interest income   554       411       1,396       869  
    Other income, net   53       20       154       5  
    Total other income, net   607       431       1,550       874  
    Income (loss) before income taxes   12,273       (28,981 )     21,274       (44,339 )
    Income tax expense   (719 )     (236 )     (1,411 )     (600 )
    Net income (loss) $ 11,554     $ (29,217 )   $ 19,863     $ (44,939 )
    Net income (loss) per share:                              
    Basic $ 0.33     $ (0.87 )   $ 0.57     $ (1.36 )
    Diluted $ 0.31     $ (0.87 )   $ 0.54     $ (1.36 )
    Weighted average common shares outstanding:                              
    Basic   35,234       33,549       34,845       33,146  
    Diluted   37,214       33,549       36,509       33,146  
                                   
    (1) Amounts include stock-based compensation expense, as follows:          
      Three Months Ended
    September 30,    		     Nine Months Ended
    September 30,    		  
      2024     2023     2024     2023  
      (in thousands)  
    Cost of revenue $ 51     $ 57     $ 129     $ 170  
    Sales and marketing   1,837       2,216       5,083       6,761  
    Research and development   1,342       1,820       4,080       6,479  
    General and administrative   2,216       1,386       6,012       4,585  
    Restructuring and other charges   —       165       —       1,288  
      $ 5,446     $ 5,644     $ 15,304     $ 19,283  
                                   
    EVERQUOTE, INC.
    BALANCE SHEET DATA
     
      September 30,     December 31,  
      2024     2023  
      (in thousands)  
    Cash and cash equivalents $ 82,841     $ 37,956  
    Working capital   79,913       39,293  
    Total assets   180,539       110,925  
    Total liabilities   62,837       30,018  
    Total stockholders’ equity   117,702       80,907  
                   
    EVERQUOTE, INC.
    STATEMENTS OF CASH FLOWS
     
      Three Months Ended
    September 30,    		     Nine Months Ended
    September 30,    		  
      2024     2023     2024     2023  
      (in thousands)  
    Cash flows from operating activities:                              
    Net income (loss) $ 11,554     $ (29,217 )   $ 19,863       (44,939 )
    Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:                              
    Depreciation and amortization expense   1,618       2,251       4,117       5,121  
    Stock-based compensation expense   5,446       5,644       15,304       19,283  
    Loss on sale of health assets   —       19,388       —       19,388  
    Impairment of right-of-use asset   —       384       —       384  
    Change in fair value of contingent consideration liabilities   —       —       —       (150 )
    Provision for bad debt   8       (38 )     16       186  
    Unrealized foreign currency transaction (gains) losses   59       (17 )     56       (1 )
    Changes in operating assets and liabilities:                              
    Accounts receivable   (219 )     (63 )     (27,079 )     7,267  
    Prepaid expenses and other current assets   (1,002 )     770       312       2,637  
    Commissions receivable, current and non-current   1,078       2,740       3,722       2,611  
    Operating lease right-of-use assets   590       632       1,842       2,006  
    Other assets   —       —       (291 )     36  
    Accounts payable   5,220       (2,217 )     29,703       (10,029 )
    Accrued expenses and other current liabilities   75       (3,791 )     1,113       (3,522 )
    Deferred revenue   (120 )     92       (93 )     34  
    Operating lease liabilities   (693 )     (705 )     (2,153 )     (2,348 )
    Net cash provided by (used in) operating activities   23,614       (4,147 )     46,432       (2,036 )
    Cash flows from investing activities:                              
    Acquisition of property and equipment, including costs capitalized for development of internal-use software   (1,489 )     (966 )     (3,111 )     (2,988 )
    Proceeds from sale of health assets   —       13,194       —       13,194  
    Net cash provided by (used in) investing activities   (1,489 )     12,228       (3,111 )     10,206  
    Cash flows from financing activities:                              
    Proceeds from exercise of stock options   288       —       2,902       340  
    Tax withholding payments related to net share settlement   (507 )     (67 )     (1,350 )     (299 )
    Net cash provided by (used in) financing activities   (219 )     (67 )     1,552       41  
    Effect of exchange rate changes on cash, cash equivalents and restricted cash   16       (13 )     12       3  
    Net increase in cash, cash equivalentsand restricted cash   21,922       8,001       44,885       8,214  
    Cash, cash equivalents and restricted cash at beginning of period   60,919       31,048       37,956       30,835  
    Cash, cash equivalents and restricted cash at end of period $ 82,841     $ 39,049     $ 82,841     $ 39,049  
                                   
    EVERQUOTE, INC.
    FINANCIAL AND OPERATING METRICS
     
    Revenue by vertical:
     
      Three Months Ended September 30,     Change  
      2024     2023     %  
      (in thousands)          
    Automotive $ 130,005     $ 43,077       201.8 %
    Home and renters   14,142       10,889       29.9 %
    Other   383       1,045       -63.3 %
    Total revenue $ 144,530     $ 55,011       162.7 %
                           
      Nine Months Ended September 30,     Change  
      2024     2023     %  
      (in thousands)          
    Automotive $ 310,165     $ 182,520       69.9 %
    Home and renters   40,715       31,068       31.1 %
    Other   1,855       18,628       -90.0 %
    Total revenue $ 352,735     $ 232,216       51.9 %
                           

    Other financial and non-financial metrics:

      Three Months Ended September 30,     Change  
      2024     2023     %  
      (in thousands)          
    Income (loss) from operations $ 11,666     $ (29,412 )     -139.7 %
    Net income (loss) $ 11,554     $ (29,217 )     -139.5 %
    Variable marketing margin $ 43,931     $ 19,368       126.8 %
    Adjusted EBITDA(1) $ 18,783     $ (1,905 )   NM  
                         
      Nine Months Ended September 30,     Change  
      2024     2023     %  
      (in thousands)          
    Income (loss) from operations $ 19,724     $ (45,213 )     -143.6 %
    Net income (loss) $ 19,863     $ (44,939 )     -144.2 %
    Variable marketing margin $ 111,204     $ 79,614       39.7 %
    Adjusted EBITDA(1) $ 39,299     $ 1,347     NM  
                         
    (1) Adjusted EBITDA is a non-GAAP measure. Please see “EverQuote, Inc. Reconciliation of Non-GAAP Measures to GAAP” below for more information.
     

    To supplement the Company’s financial statements presented in accordance with GAAP and to provide investors with additional information regarding EverQuote’s financial results, the Company has presented Adjusted EBITDA as a non-GAAP financial measure. This non-GAAP financial measure is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies.

    The Company defines Adjusted EBITDA as net income (loss), excluding the impact of stock-based compensation expense; depreciation and amortization expense; restructuring and other charges; acquisition-related costs; interest income; and income taxes. The most directly comparable GAAP measure is net income (loss). The Company monitors and presents Adjusted EBITDA because it is a key measure used by management and the board of directors to understand and evaluate operating performance, to establish budgets and to develop operational goals for managing EverQuote’s business. In particular, the Company believes that excluding the impact of these items in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of EverQuote’s core operating performance.

    The Company uses Adjusted EBITDA to evaluate EverQuote’s operating performance and trends and make planning decisions. The Company believes that this non-GAAP financial measure helps identify underlying trends in EverQuote’s business that could otherwise be masked by the effect of the items that the Company excludes in the calculations of Adjusted EBITDA. Accordingly, the Company believes that this financial measure provides useful information to investors and others in understanding and evaluating EverQuote’s operating results, enhancing the overall understanding of the Company’s past performance and future prospects.

    The Company’s non-GAAP financial measures are not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), which is the most directly comparable financial measure calculated and presented in accordance with GAAP. In addition, other companies may use other measures to evaluate their performance, which could reduce the usefulness of the Company’s non-GAAP financial measures as tools for comparison.

    The following table reconciles Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP.

    EVERQUOTE, INC.
    RECONCILIATION OF NON-GAAP MEASURES TO GAAP
     
      Three Months Ended
    September 30,    		     Nine Months Ended
    September 30,    		  
      2024     2023     2024     2023  
      (in thousands)  
    Net income (loss) $ 11,554     $ (29,217 )   $ 19,863     $ (44,939 )
    Stock-based compensation   5,446       5,479       15,304       17,995  
    Depreciation and amortization   1,618       2,251       4,117       5,121  
    Restructuring and other charges   —       19,757       —       23,589  
    Acquisition-related costs   —       —       —       (150 )
    Interest income   (554 )     (411 )     (1,396 )     (869 )
    Income tax expense   719       236       1,411       600  
    Adjusted EBITDA $ 18,783     $ (1,905 )   $ 39,299     $ 1,347  

    The MIL Network –

  • MIL-OSI: SOS Limited Announces Planned ADS Ratio Change

    Source: GlobeNewswire (MIL-OSI)

    QINGDAO, China, Nov. 04, 2024 (GLOBE NEWSWIRE) — SOS Limited (“SOS” or the “Company”) (NYSE: SOS) today announced that it plans to change the ratio of its American depositary shares (“ADSs”) from one (1) ADS representing ten (10) Class A ordinary shares to one (1) ADS representing one hundred and fifty (150) Class A ordinary shares (the “ADS Ratio Change”). The Company anticipates that the ADS Ratio Change will be effective on or about November 19, 2024 (the “Effective Date”).

    For the Company’s ADS holders, the ADS Ratio Change will have the same effect as a one-for-fifteen reverse ADS split. On the Effective Date, holders of ADSs in The Depository Trust Company and Direct Registration System will have their ADSs automatically exchanged and need not take any action. The exchange of every fifteen then-held (existing) ADSs for one (1) new ADS will occur automatically at the Effective Date, with the then-held ADSs being cancelled and new ADSs being issued by the depositary bank. 

    No fractional new ADSs will be issued in connection with the ADS Ratio Change. Instead, fractional entitlements to new ADSs will be aggregated and sold by the depositary bank and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the depositary bank.

    There will be no change to the Company’s Class A ordinary shares. As of the Effective Date, SOS’ ADSs will continue to be traded on the NYSE under the symbol “SOS”.

    As a result of the ADS Ratio Change, the ADS price is expected to increase proportionally, although the Company can give no assurance that the ADS price after the ADS Ratio Change will be equal to or greater than the ADS price on a proportionate basis.

    Safe Harbor Statement

    This press release contains forward-looking statements made under the “safe harbor” provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. SOS may also make written or oral forward-looking statements in its reports filed with or furnished to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about SOS’ beliefs and expectations, are forward-looking statements that involve factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Further information regarding risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release is current as of the date of the press release, and SOS does not undertake any obligation to update such information, except as required under applicable law.

    About SOS Limited

    SOS is an emerging blockchain-based and big data-driven marketing solution provider. SOS is also engaged in blockchain and cryptocurrency operations, which currently include cryptocurrency mining and may expand into cryptocurrency security and insurance in the future. Since April 2021, we launched commodity trading via our subsidiary SOS International Trading Co. Ltd and Weigou International Trading Co Ltd. Major trading commodity includes mineral resin, soybean, wheat, sesame, liquid sulfur, petrol coke and latex etc. For more information, please visit: http://www.sosyun.com/. 

    Contact:

    Steven Li
    Chief Financial Officer
    stevenli@sosyun.com
    +8613816822093
    SOURCE – SOS Limited

    The MIL Network –

  • MIL-OSI: Vimeo Q3 2024 Shareholder Letter Available on Company’s IR Site

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Nov. 04, 2024 (GLOBE NEWSWIRE) — Vimeo posted its third quarter 2024 shareholder letter on the investor relations section of its website at https://www.vimeo.com/investors.

    About Vimeo
    Vimeo (NASDAQ: VMEO) is the world’s most innovative video experience platform. We enable anyone to create high-quality video experiences to better connect and bring ideas to life. We proudly serve our community of millions of users – from creative storytellers to globally distributed teams at the world’s largest companies – whose videos receive billions of views each month. Learn more at www.vimeo.com.        

    The MIL Network –

  • MIL-OSI: RYVYL to Announce Third Quarter 2024 Financial Results on Thursday, November 14, 2024

    Source: GlobeNewswire (MIL-OSI)

    SANDIEGO, CA, Nov. 04, 2024 (GLOBE NEWSWIRE) — RYVYL Inc. (NASDAQ: RVYL) (“RYVYL” or the “Company”), a leading innovator of payment transaction solutions leveraging proprietary blockchain ledger and electronic payment technology for diverse international markets, plans to report financial results for the third quarter of 2024 on Thursday, November 14, 2024, after the market close.

    RYVYL management will host a conference call at 4:30 p.m. Eastern Time on Thursday, November 14, 2024, to discuss the Company’s financial results for the third quarter ended September 30, 2024, provide a corporate update and end with a question-and-answer session. To participate, please use the following information and submit your questions in writing prior to the call at RYVYL@lhai.com.

    Q3 2024 Conference Call and Webcast
    Date: Thursday, November 14, 2024
    Time: 4:30 p.m. Eastern Time
    US Dial In: 1- 877-407-4018
    International Dial In: 1-201-689-8471
    Webcast: Q3 2024 Webcast
    Call me: Link

    Participants can use Guest dial-in #s above and be answered by an operator OR click the Call me link for instant telephone access to the event. The Call me link will be made active 15 minutes prior to scheduled start time.

    A replay of the call will be available through January 14, 2025, by calling 1-844-512-2921 within the United States or 1-412-317-6671 when calling internationally and entering access ID 13749031. An archived version of the webcast will also be available for 90 days on the IR section of the RYVYL website or by clicking the webcast link above.

    About RYVYL

    RYVYL Inc. (NASDAQ: RVYL) was born from a passion for empowering a new way to conduct business-to-business, consumer-to-business, and peer-to-peer payment transactions around the globe. By leveraging proprietary blockchain ledger and electronic payment technology for diverse international markets, RYVYL is a leading innovator of payment transaction solutions reinventing the future of financial transactions. Since its founding as GreenBox POS in 2017 in San Diego, RYVYL has developed applications enabling an end-to-end suite of turnkey financial products with enhanced security and data privacy, world-class identity theft protection, and rapid speed to settlement. As a result, the platform can log immense volumes of immutable transactional records at the speed of the internet for first-tier partners, merchants, and consumers around the globe. www.ryvyl.com

    Cautionary Note Regarding Forward-Looking Statements

    This press release includes information that constitutes 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 forward-looking statements are based on the Company’s current beliefs, assumptions, and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include statements regarding the timing and expectation of revenues from the license described herein and are characterized by future or conditional words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate” and “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements, including the risk that the licensee understands and complies with various banking laws and regulations that may impact the licensee’s ability to process transactions. For example, federal money laundering statutes and Bank Secrecy Act regulations discourage financial institutions from working with operators of certain industries – particularly industries with heightened cash reporting obligations and restrictions – as a result of which, banks may refuse to process certain payments and/or require onerous reporting obligations by payment processors to avoid compliance risk. These and other risk factors affecting the Company are discussed in detail in the Company’s periodic filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether because of the latest information, future events or otherwise, except to the extent required by applicable laws.

    IR Contact: David Barnard, LHA Investor Relations, 415-433-3777, RYVYL@lhai.com

    The MIL Network –

  • MIL-OSI: Palomar Holdings, Inc. Reports Third Quarter 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    LA JOLLA, Calif., Nov. 04, 2024 (GLOBE NEWSWIRE) — Palomar Holdings, Inc. (NASDAQ:PLMR) (“Palomar” or “Company”) reported net income of $30.5 million, or $1.15 per diluted share, for the third quarter of 2024 compared to net income of $18.4 million, or $0.73 per diluted share, for the third quarter of 2023. Adjusted net income(1) was $32.4 million, or $1.23 per diluted share, for the third quarter of 2024 as compared to $23.3 million, or $0.92 per diluted share, for the third quarter of 2023.

    Third Quarter 2024 Highlights

    • Gross written premiums increased by 32.2% to $415.0 million compared to $314.0 million in the third quarter of 2023
    • Net income of $30.5 million compared to $18.4 million in the third quarter of 2023
    • Adjusted net income(1) increased 39.3% to $32.4 million compared to $23.3 million in the third quarter of 2023
    • Total loss ratio of 29.7% compared to 18.8% in the third quarter of 2023
    • Catastrophe loss ratio(1) of 9.5% compared to -0.6% in the third quarter of 2023
    • Combined ratio of 80.5% compared to 75.8% in the third quarter of 2023
    • Adjusted combined ratio(1) of 77.1% compared to 70.9%, in the third quarter of 2023
    • Adjusted combined ratio excluding catastrophe losses(1) of 67.6% compared to 71.5%, in the third quarter of 2023
    • Annualized return on equity of 19.7% compared to 17.7% in the third quarter of 2023
    • Annualized adjusted return on equity(1) of 21.0% compared to 22.3% in the third quarter of 2023

    (1) See discussion of “Non-GAAP and Key Performance Indicators” below.

    Mac Armstrong, Chairman and Chief Executive Officer, commented, “I am very pleased with our third quarter results as they clearly demonstrate our successful efforts to deliver consistent earnings and returns. In a quarter that experienced a heightened level of cat activity, we delivered 39% adjusted net income growth, a 77% adjusted combined ratio, and a 21% adjusted ROE. Our results further validate the concerted efforts that we have undertaken to diversify the business, reduce the volatility in our earnings base and profitably grow. We continued to generate robust top line growth achieving 32% gross written premium growth, driven by strength in our Earthquake and Casualty products as well as strong growth from our burgeoning Crop business. Importantly, our same-store(2) premium growth rate was 38%, demonstrating the strong underlying momentum that exists across our portfolio of specialty insurance products.

    Mr. Armstrong continued, “We have numerous energizing opportunities and initiatives associated with our Palomar 2X strategy. To capitalize on them, we successfully raised $116 million in August. A portion of the proceeds will fund our acquisition of First Indemnity of America Insurance Company and our entry into the surety market. We will use the remaining proceeds for organic growth and selected increases in risk participation in product categories including Crop and Earthquake. Our diversification into attractive lines with limited correlation to the P&C cycle such as Crop and Surety will further position Palomar to deliver consistent earnings growth over time.”

    (2) Excludes the impact of lines of business exited or discontinued during the quarter.

    Underwriting Results
    Gross written premiums increased 32.2% to $415.0 million compared to $314.0 million in the third quarter of 2023, while net earned premiums increased 58.1% compared to the prior year’s third quarter. 

    Losses and loss adjustment expenses for the third quarter were $40.3 million, comprised of $27.4 million of attritional losses and $12.9 million of catastrophe losses from Hurricanes Beryl, Debby, and Helene. The loss ratio for the quarter was 29.7%, comprised of an attritional loss ratio of 20.2% and a catastrophe loss ratio(1) of 9.5% compared to a loss ratio of 18.8% during the same period last year comprised of an attritional loss ratio of 19.4% and a catastrophe loss ratio(1) of -0.6%.

    Underwriting income(1) for the third quarter was $26.4 million resulting in a combined ratio of 80.5% compared to underwriting income of $20.7 million resulting in a combined ratio of 75.8% during the same period last year. The Company’s adjusted underwriting income(1) was $31.0 million resulting in an adjusted combined ratio(1) of 77.1% in the third quarter compared to adjusted underwriting income(1) of $25.0 million and an adjusted combined ratio(1) of 70.9% during the same period last year. The Company’s adjusted combined ratio excluding catastrophe losses(1) was 67.6% compared to 71.5% during the same period last year.

    Investment Results
    Net investment income increased by 56.0% to $9.4 million compared to $6.0 million in the prior year’s third quarter. The increase was primarily due to higher yields on invested assets and a higher average balance of investments held during the three months ended September 30, 2024 due to proceeds from our August 2024 secondary offering and cash generated from operations. The weighted average duration of the fixed-maturity investment portfolio, including cash equivalents, was 3.86 years at September 30, 2024. Cash and invested assets totaled $1,017.5 million at September 30, 2024. During the third quarter, the Company recorded $2.7 net realized and unrealized gains related to its investment portfolio as compared to net realized and unrealized losses of $1.4 million during the same period last year.

    Tax Rate
    The effective tax rate for the three months ended September 30, 2024 was 20.8% compared to 24.9% for the three months ended September 30, 2023. For the current quarter, the Company’s income tax rate differed from the statutory rate due primarily to the tax impact of the permanent component of employee stock options.

    Stockholders’ Equity and Returns
    Stockholders’ equity was $703.3 million at September 30, 2024, compared to $421.3 million at September 30, 2023. For the three months ended September 30, 2024, the Company’s annualized return on equity was 19.7% compared to 17.7% for the same period in the prior year while adjusted return on equity(1) was 21.0% compared to 22.3% for the same period in the prior year. There were no share repurchases during the three months ended September 30, 2024.

    Full Year 2024 Outlook
    For the full year 2024, the Company expects to achieve adjusted net income of $124 million to $128 million. This range includes additional catastrophe losses incurred during the fourth quarter of 2024 of approximately $8 million related to Hurricane Milton. 

    Conference Call
    As previously announced, Palomar will host a conference call Tuesday, November 5, 2024, to discuss its third quarter 2024 results at 12:00 p.m. (Eastern Time). The conference call can be accessed live by dialing 1-877-423-9813 or for international callers, 1-201-689-8573, and requesting to be joined to the Palomar Third Quarter 2024 Earnings Conference Call. A replay will be available starting at 4:00 p.m. (Eastern Time) on November 5, 2024, and can be accessed by dialing 1-844-512-2921, or for international callers, 1-412-317-6671. The passcode for the replay is 13747528. The replay will be available until 11:59 p.m. (Eastern Time) on November 12, 2024.

    Interested investors and other parties may also listen to a simultaneous webcast of the conference call by logging onto the investor relations section of the Company’s website at http://ir.palomarspecialty.com/. The online replay will remain available for a limited time beginning immediately following the call.

    About Palomar Holdings, Inc.
    Palomar Holdings, Inc. is the holding company of subsidiaries Palomar Specialty Insurance Company (“PSIC”), Palomar Specialty Reinsurance Company Bermuda Ltd., Palomar Insurance Agency, Inc.,  Palomar Excess and Surplus Insurance Company (“PESIC”), and Palomar Underwriters Exchange Organization, Inc. Palomar’s consolidated results also include Laulima Reciprocal Exchange, a variable interest entity for which the Company is the primary beneficiary. Palomar is an innovative specialty insurer serving residential and commercial clients in five product categories: Earthquake, Inland Marine and Other Property, Casualty, Fronting, and Crop. Palomar’s insurance subsidiaries, Palomar Specialty Insurance Company, Palomar Specialty Reinsurance Company Bermuda Ltd., and Palomar Excess and Surplus Insurance Company, have a financial strength rating of “A” (Excellent) from A.M. Best. 

    To learn more, visit PLMR.com.

    Non-GAAP and Key Performance Indicators

    Palomar discusses certain key performance indicators, described below, which provide useful information about the Company’s business and the operational factors underlying the Company’s financial performance.

    Underwriting revenue is a non-GAAP financial measure defined as total revenue, excluding net investment income and net realized and unrealized gains and losses on investments. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of total revenue calculated in accordance with GAAP to underwriting revenue.

    Underwriting income is a non-GAAP financial measure defined as income before income taxes excluding net investment income, net realized and unrealized gains and losses on investments, and interest expense. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of income before income taxes calculated in accordance with GAAP to underwriting income.

    Adjusted net income is a non-GAAP financial measure defined as net income excluding the impact of certain items that may not be indicative of underlying business trends, operating results, or future outlook, net of tax impact. Palomar calculates the tax impact only on adjustments which would be included in calculating the Company’s income tax expense using the estimated tax rate at which the company received a deduction for these adjustments. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of net income calculated in accordance with GAAP to adjusted net income.

    Annualized Return on equity is net income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period.

    Annualized adjusted return on equity is a non-GAAP financial measure defined as adjusted net income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of return on equity calculated using unadjusted GAAP numbers to adjusted return on equity.

    Loss ratio, expressed as a percentage, is the ratio of losses and loss adjustment expenses, to net earned premiums.

    Expense ratio, expressed as a percentage, is the ratio of acquisition and other underwriting expenses, net of commission and other income to net earned premiums.

    Combined ratio is defined as the sum of the loss ratio and the expense ratio. A combined ratio under 100% generally indicates an underwriting profit. A combined ratio over 100% generally indicates an underwriting loss.

    Adjusted combined ratio is a non-GAAP financial measure defined as the sum of the loss ratio and the expense ratio calculated excluding the impact of certain items that may not be indicative of underlying business trends, operating results, or future outlook. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of combined ratio calculated using unadjusted GAAP numbers to adjusted combined ratio.

    Diluted adjusted earnings per share is a non-GAAP financial measure defined as adjusted net income divided by the weighted-average common shares outstanding for the period, reflecting the dilution which could occur if equity-based awards are converted into common share equivalents as calculated using the treasury stock method. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of diluted earnings per share calculated in accordance with GAAP to diluted adjusted earnings per share.

    Catastrophe loss ratio is a non-GAAP financial measure defined as the ratio of catastrophe losses to net earned premiums. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of loss ratio calculated using unadjusted GAAP numbers to catastrophe loss ratio.

    Adjusted combined ratio excluding catastrophe losses is a non-GAAP financial measure defined as adjusted combined ratio excluding the impact of catastrophe losses.  See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of combined ratio calculated using unadjusted GAAP numbers to adjusted combined ratio excluding catastrophe losses.

    Adjusted underwriting income is a non-GAAP financial measure defined as underwriting income excluding the impact of certain items that may not be indicative of underlying business trends, operating results, or future outlook. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of income before income taxes calculated in accordance with GAAP to adjusted underwriting income.

    Tangible stockholders’ equity is a non-GAAP financial measure defined as stockholders’ equity less goodwill and intangible assets. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of stockholders’ equity calculated in accordance with GAAP to tangible stockholders’ equity.

    Safe Harbor Statement
    Palomar cautions you that statements contained in this press release may regard matters that are not historical facts but are forward-looking statements. These statements are based on the company’s current beliefs and expectations. The inclusion of forward-looking statements should not be regarded as a representation by Palomar that any of its plans will be achieved. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in the Company’s business. The forward-looking statements are typically, but not always, identified through use of the words “believe,” “expect,” “enable,” “may,” “will,” “could,” “intends,” “estimate,” “anticipate,” “plan,” “predict,” “probable,” “potential,” “possible,” “should,” “continue,” and other words of similar meaning. Actual results could differ materially from the expectations contained in forward-looking statements as a result of several factors, including unexpected expenditures and costs, unexpected results or delays in development and regulatory review, regulatory approval requirements, the frequency and severity of adverse events and competitive conditions. These and other factors that may result in differences are discussed in greater detail in the Company’s filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

    Contact
    Media Inquiries 
    Lindsay Conner 
    1-551-206-6217 
    lconner@plmr.com 

    Investor Relations
    Jamie Lillis
    1-203-428-3223
    investors@plmr.com
    Source: Palomar Holdings, Inc.

    Summary of Operating Results:

    The following tables summarize the Company’s results for the three and nine months ended September 30, 2024 and 2023:

      Three Months Ended
    		                
      September 30,
    		                
      2024
    		   2023
    		   Change
    		   % Change
      ($ in thousands, except per share data)
    Gross written premiums $ 414,977     $ 313,998     $ 100,979       32.2 %
    Ceded written premiums   (255,267 )     (203,336 )     (51,931 )     25.5 %
    Net written premiums   159,710       110,662       49,048       44.3 %
    Net earned premiums   135,646       85,817       49,829       58.1 %
    Commission and other income   715       465       250       53.8 %
    Total underwriting revenue (1)   136,361       86,282       50,079       58.0 %
    Losses and loss adjustment expenses   40,315       16,139       24,176       149.8 %
    Acquisition expenses, net of ceding commissions and fronting fees   41,469       27,004       14,465       53.6 %
    Other underwriting expenses   28,129       22,390       5,739       25.6 %
    Underwriting income (1)   26,448       20,749       5,699       27.5 %
    Interest expense   (87 )     (867 )     780       (90.0 )%
    Net investment income   9,408       6,029       3,379       56.0 %
    Net realized and unrealized gains (losses) on investments   2,734       (1,376 )     4,110       (298.7 )%
    Income before income taxes   38,503       24,535       13,968       56.9 %
    Income tax expense   8,006       6,103       1,903       31.2 %
    Net income $ 30,497     $ 18,432     $ 12,065       65.5 %
    Adjustments:                              
    Net realized and unrealized (gains) losses on investments   (2,734 )     1,376       (4,110 )     (298.7 )%
    Expenses associated with transactions   84       229       (145 )     (63.3 )%
    Stock-based compensation expense   4,117       3,589       528       14.7 %
    Amortization of intangibles   389       390       (1 )     (0.3 )%
    Tax impact   91       (725 )     816       (112.6 )%
    Adjusted net income (1) $ 32,444     $ 23,291     $ 9,153       39.3 %
    Key Financial and Operating Metrics                              
    Annualized return on equity   19.7 %     17.7 %                
    Annualized adjusted return on equity (1)   21.0 %     22.3 %                
    Loss ratio   29.7 %     18.8 %                
    Expense ratio   50.8 %     57.0 %                
    Combined ratio   80.5 %     75.8 %                
    Adjusted combined ratio (1)   77.1 %     70.9 %                
    Diluted earnings per share $ 1.15     $ 0.73                  
    Diluted adjusted earnings per share (1) $ 1.23     $ 0.92                  
    Catastrophe losses $ 12,924     $ (533 )                
    Catastrophe loss ratio (1)   9.5 %     (0.6 )%                
    Adjusted combined ratio excluding catastrophe losses (1)   67.6 %     71.5 %                
    Adjusted underwriting income (1) $ 31,038     $ 24,957     $ 6,081       24.4 %

    (1)- Indicates Non-GAAP financial measure- see above for definition of Non-GAAP financial measures and see below for reconciliation of Non-GAAP financial measures to their most directly comparable measures prepared in accordance with GAAP.

      Nine Months Ended                
      September 30,                
      2024   2023   Change   % Change
      ($ in thousands, except per share data)  
    Gross written premiums $ 1,168,239     $ 838,406     $ 329,833       39.3 %
    Ceded written premiums   (692,620 )     (542,789 )     (149,831 )     27.6 %
    Net written premiums   475,619       295,617       180,002       60.9 %
    Net earned premiums   365,796       252,164       113,632       45.1 %
    Commission and other income   2,035       1,781       254       14.3 %
    Total underwriting revenue (1)   367,831       253,945       113,886       44.8 %
    Losses and loss adjustment expenses   97,583       54,696       42,887       78.4 %
    Acquisition expenses, net of ceding commissions and fronting fees   109,072       78,740       30,332       38.5 %
    Other underwriting expenses   84,165       63,962       20,203       31.6 %
    Underwriting income (1)   77,011       56,547       20,464       36.2 %
    Interest expense   (1,052 )     (2,952 )     1,900       (64.4 )%
    Net investment income   24,506       16,690       7,816       46.8 %
    Net realized and unrealized gains (losses) on investments   5,768       (103 )     5,871       NM  
    Income before income taxes   106,233       70,182       36,051       51.4 %
    Income tax expense   23,625       16,877       6,748       40.0 %
    Net income $ 82,608     $ 53,305     $ 29,303       55.0 %
    Adjustments:                              
    Net realized and unrealized (gains) losses on investments   (5,768 )     103       (5,871 )     NM  
    Expenses associated with transactions   557       229       328       143.2 %
    Stock-based compensation expense   11,905       10,737       1,168       10.9 %
    Amortization of intangibles   1,168       1,092       76       7.0 %
    Expenses associated with catastrophe bond   2,483       1,640       843       51.4 %
    Tax impact   (734 )     (1,582 )     848       (53.6 )%
    Adjusted net income (1) $ 92,219     $ 65,524     $ 26,695       40.7 %
    Key Financial and Operating Metrics                              
    Annualized return on equity   18.8 %     17.6 %                
    Annualized adjusted return on equity (1)   20.9 %     21.7 %                
    Loss ratio   26.7 %     21.7 %                
    Expense ratio   52.3 %     55.9 %                
    Combined ratio   78.9 %     77.6 %                
    Adjusted combined ratio (1)   74.5 %     72.1 %                
    Diluted earnings per share $ 3.19     $ 2.10                  
    Diluted adjusted earnings per share (1) $ 3.56     $ 2.59                  
    Catastrophe losses $ 19,724     $ 3,432                  
    Catastrophe loss ratio (1)   5.4 %     1.4 %                
    Adjusted combined ratio excluding catastrophe losses (1)   69.2 %     70.8 %                
    Adjusted underwriting income (1) $ 93,124     $ 70,245     $ 22,879       32.6 %
    NM – not meaningful                              

    (1)- Indicates Non-GAAP financial measure- see above for definition of Non-GAAP financial measures and see below for reconciliation of Non-GAAP financial measures to their most directly comparable measures prepared in accordance with GAAP.

    Condensed Consolidated Balance sheets

    Palomar Holdings, Inc. and Subsidiaries
    Condensed Consolidated Balance Sheets (unaudited)
    (in thousands, except shares and par value data)
               
      September 30,   December 31,
      2024   2023
      (Unaudited)        
    Assets              
    Investments:              
    Fixed maturity securities available for sale, at fair value (amortized cost: $896,775 in 2024; $675,130 in 2023) $ 882,980     $ 643,799  
    Equity securities, at fair value (cost: $32,987 in 2024; $43,003 in 2023)   40,196       43,160  
    Equity method investment   2,499       2,617  
    Other investments   5,207       —  
    Total investments   930,882       689,576  
    Cash and cash equivalents   86,479       51,546  
    Restricted cash   105       306  
    Accrued investment income   7,495       5,282  
    Premiums receivable   326,674       261,972  
    Deferred policy acquisition costs, net of ceding commissions and fronting fees   86,408       60,990  
    Reinsurance recoverable on paid losses and loss adjustment expenses   58,889       32,172  
    Reinsurance recoverable on unpaid losses and loss adjustment expenses   360,164       244,622  
    Ceded unearned premiums   298,509       265,808  
    Prepaid expenses and other assets   104,831       72,941  
    Deferred tax assets, net   4,019       10,119  
    Property and equipment, net   409       373  
    Goodwill and intangible assets, net   11,147       12,315  
    Total assets $ 2,276,011     $ 1,708,022  
    Liabilities and stockholders’ equity              
    Liabilities:              
    Accounts payable and other accrued liabilities $ 75,424     $ 42,376  
    Reserve for losses and loss adjustment expenses   497,438       342,275  
    Unearned premiums   739,623       597,103  
    Ceded premium payable   235,157       181,742  
    Funds held under reinsurance treaty   25,056       13,419  
    Income taxes payable   —       7,255  
    Borrowings from credit agreements   —       52,600  
    Total liabilities   1,572,698       1,236,770  
    Stockholders’ equity:              
    Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding as of September 30, 2024 and December 31, 2023   —       —  
    Common stock, $0.0001 par value, 500,000,000 shares authorized, 26,452,242 and 24,772,987 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively   3       3  
    Additional paid-in capital   486,198       350,597  
    Accumulated other comprehensive loss   (10,139 )     (23,991 )
    Retained earnings   227,251       144,643  
    Total stockholders’ equity   703,313       471,252  
    Total liabilities and stockholders’ equity $ 2,276,011     $ 1,708,022  
                   

    Condensed Consolidated Income Statement

    Palomar Holdings, Inc. and Subsidiaries
    Condensed Consolidated Statements of Income and Comprehensive Income (loss) (Unaudited)
    (in thousands, except shares and per share data)
           
      Three Months Ended   Nine Months Ended
      September 30,   September 30,
      2024   2023   2024   2023
    Revenues:                              
    Gross written premiums $ 414,977     $ 313,998     $ 1,168,239     $ 838,406  
    Ceded written premiums   (255,267 )     (203,336 )     (692,620 )     (542,789 )
    Net written premiums   159,710       110,662       475,619       295,617  
    Change in unearned premiums   (24,064 )     (24,845 )     (109,823 )     (43,453 )
    Net earned premiums   135,646       85,817       365,796       252,164  
    Net investment income   9,408       6,029       24,506       16,690  
    Net realized and unrealized gains (losses) on investments   2,734       (1,376 )     5,768       (103 )
    Commission and other income   715       465       2,035       1,781  
    Total revenues   148,503       90,935       398,105       270,532  
    Expenses:                              
    Losses and loss adjustment expenses   40,315       16,139       97,583       54,696  
    Acquisition expenses, net of ceding commissions and fronting fees   41,469       27,004       109,072       78,740  
    Other underwriting expenses   28,129       22,390       84,165       63,962  
    Interest expense   87       867       1,052       2,952  
    Total expenses   110,000       66,400       291,872       200,350  
    Income before income taxes   38,503       24,535       106,233       70,182  
    Income tax expense   8,006       6,103       23,625       16,877  
    Net income $ 30,497     $ 18,432     $ 82,608     $ 53,305  
    Other comprehensive income, net:                              
    Net unrealized gains (losses) on securities available for sale   17,917       (8,494 )     13,852       (6,706 )
    Net comprehensive income $ 48,414     $ 9,938     $ 96,460     $ 46,599  
    Per Share Data:                              
    Basic earnings per share $ 1.18     $ 0.75     $ 3.28     $ 2.15  
    Diluted earnings per share $ 1.15     $ 0.73     $ 3.19     $ 2.10  
                                   
    Weighted-average common shares outstanding:                              
    Basic   25,766,697       24,740,455       25,194,114       24,847,164  
    Diluted   26,479,566       25,244,828       25,877,257       25,340,602  
                                   

    Underwriting Segment Data

    The Company has a single reportable segment and offers specialty insurance products. Gross written premiums (GWP) by product, location and company are presented below:

      Three Months Ended September 30,
    		                
      2024
    		   2023
    		                
      ($ in thousands)
    		                
          % of
    		       % of
    		       %
      Amount
    		   GWP
    		   Amount
    		   GWP
    		   Change
    		   Change
    Product (1)                                              
    Earthquake $ 135,329       32.6 %   $ 113,386       36.1 %   $ 21,943       19.4 %
    Fronting   84,945       20.5 %     94,954       30.2 %     (10,009 )     (10.5 )%
    Inland Marine and Other Property   78,734       19.0 %     64,499       20.5 %     14,235       22.1 %
    Crop   59,662       14.4 %     11,627       3.7 %     48,035       NM  
    Casualty   56,307       13.5 %     29,532       9.5 %     26,775       90.7 %
    Total Gross Written Premiums $ 414,977       100.0 %   $ 313,998       100.0 %   $ 100,979       32.2 %
    NM – not meaningful                                              
                                                   
      Nine Months Ended September 30,                
      2024   2023                
      ($ in thousands)
    		            
          % of       % of        %
      Amount   GWP   Amount   GWP   Change   Change
    Product (1)                                              
    Earthquake $ 376,088       32.2 %   $ 314,810       37.6 %   $ 61,278       19.5 %
    Fronting   275,671       23.6 %     266,433       31.8 %     9,238       3.5 %
    Inland Marine and Other Property   249,147       21.3 %     186,983       22.3 %     62,164       33.2 %
    Casualty   166,762       14.3 %     58,065       6.9 %     108,697       187.2 %
    Crop   100,571       8.6 %     12,115       1.4 %     88,456       NM  
    Total Gross Written Premiums $ 1,168,239       100.0 %   $ 838,406       100.0 %   $ 329,833       39.3 %
    NM – not meaningful                                              

    (1) – Beginning in 2024, the Company has updated the categorization of its products to align with management’s current strategy and view of the business. Prior year amounts have been reclassified for comparability purposes. The recategorization is for presentation purposes only and does not impact overall gross written premiums.

      Three Months Ended September 30,   Nine Months Ended September 30,
      2024   2023   2024   2023
      ($ in thousands)   ($ in thousands)  
          % of       % of       % of       % of
      Amount   GWP   Amount   GWP   Amount   GWP   Amount   GWP
    State                                                              
    California $ 170,265       41.0 %   $ 163,806       52.2 %   $ 510,879       43.7 %   $ 450,752       53.8 %
    Texas   27,019       6.5 %     24,336       7.7 %     96,414       8.3 %     72,777       8.7 %
    Hawaii   23,171       5.6 %     13,490       4.3 %     53,922       4.6 %     35,824       4.3 %
    North Dakota   18,716       4.5 %     2,898       0.9 %     19,893       1.7 %     3,326       0.4 %
    Washington   16,828       4.1 %     17,792       5.7 %     41,893       3.6 %     43,409       5.2 %
    Wisconsin   15,519       3.7 %     1,211       0.4 %     17,374       1.5 %     3,095       0.4 %
    Florida   14,433       3.5 %     11,549       3.7 %     58,153       5.0 %     36,309       4.3 %
    Oregon   8,402       2.0 %     8,536       2.7 %     21,253       1.8 %     21,223       2.5 %
    Other   120,624       29.1 %     70,380       22.4 %     348,458       29.8 %     171,691       20.4 %
    Total Gross Written Premiums $ 414,977       100.0 %   $ 313,998       100.0 %   $ 1,168,239       100.0 %   $ 838,406       100.0 %
                                                                   
      Three Months Ended September 30,   Nine Months Ended September 30,
      2024   2023   2024   2023
      ($ in thousands)   ($ in thousands)
          % of       % of       % of       % of
      Amount   GWP   Amount   GWP   Amount   GWP   Amount   GWP
    Subsidiary                                                              
    PSIC $ 236,624       57.0 %   $ 186,693       59.5 %   $ 652,988       55.9 %   $ 497,216       59.3 %
    PESIC   159,305       38.4 %     127,305       40.5 %     472,909       40.5 %     341,190       40.7 %
    Laulima   19,048       4.6 %     —       — %     42,342       3.6 %     —       — %
    Total Gross Written Premiums $ 414,977       100.0 %   $ 313,998       100.0 %   $ 1,168,239       100.0 %   $ 838,406       100.0 %
                                                                   

    Gross and net earned premiums

    The table below shows the amount of premiums the Company earned on a gross and net basis and the Company’s net earned premiums as a percentage of gross earned premiums for each period presented:

      Three Months Ended                   Nine Months Ended                
      September 30,                   September 30,                
      2024   2023   Change   %
    Change    		   2024   2023   Change   %
    Change
      ($ in thousands)     ($ in thousands)  
    Gross earned premiums $ 395,881     $ 271,786     $ 124,095       45.7 %   $ 1,025,716     $ 739,219     $ 286,497       38.8 %
    Ceded earned premiums   (260,235 )     (185,969 )     (74,266 )     39.9 %     (659,920 )     (487,055 )     (172,865 )     35.5 %
    Net earned premiums $ 135,646     $ 85,817     $ 49,829       58.1 %   $ 365,796     $ 252,164     $ 113,632       45.1 %
                                                                   
    Net earned premium ratio   34.3 %     31.6 %                     35.7 %     34.1 %                
                                                                   

    Loss detail

      Three Months Ended                   Nine Months Ended                
      September 30,                   September 30,                
      2024   2023   Change   %
    Change    		   2024   2023   Change   %
    Change
      ($ in thousands)   ($ in thousands)
    Catastrophe losses $ 12,924     $ (533 )   $ 13,457       NM     $ 19,724     $ 3,432     $ 16,292       NM  
    Non-catastrophe losses   27,391       16,672       10,719       64.3 %     77,859       51,264       26,595       51.9 %
    Total losses and loss adjustment expenses $ 40,315     $ 16,139     $ 24,176       149.8 %   $ 97,583     $ 54,696     $ 42,887       78.4 %
                                                                   
    Catastrophe loss ratio   9.5 %     (0.6 )%                     5.4 %     1.4 %                
    Non-catastrophe loss ratio   20.2 %     19.4 %                     21.3 %     20.3 %                
    Total loss ratio   29.7 %     18.8 %                     26.7 %     21.7 %                
    NM – not meaningful                                                              
                                                                   

    The following table represents a reconciliation of changes in the ending reserve balances for losses and loss adjustment expenses:

      Three Months Ended September 30,   Nine Months Ended September 30,
      2024   2023   2024   2023
      (in thousands)     (in thousands)  
    Reserve for losses and LAE net of reinsurance recoverables at beginning of period $ 118,761     $ 81,300     $ 97,653     $ 77,520  
    Add: Incurred losses and LAE, net of reinsurance, related to:                              
    Current year   40,536       15,116       100,225       50,954  
    Prior years   (221 )     1,023       (2,642 )     3,742  
    Total incurred   40,315       16,139       97,583       54,696  
    Deduct: Loss and LAE payments, net of reinsurance, related to:                              
    Current year   16,153       6,646       27,909       14,215  
    Prior years   5,649       (1,385 )     30,053       25,823  
    Total payments   21,802       5,261       57,962       40,038  
    Reserve for losses and LAE net of reinsurance recoverables at end of period   137,274       92,178       137,274       92,178  
    Add: Reinsurance recoverables on unpaid losses and LAE at end of period   360,164       232,170       360,164       232,170  
    Reserve for losses and LAE gross of reinsurance recoverables on unpaid losses and LAE at end of period $ 497,438     $ 324,348     $ 497,438     $ 324,348  
                                   

    Reconciliation of Non-GAAP Financial Measures

    For the three and nine months ended September 30, 2024 and 2023, the Non-GAAP financial measures discussed above reconcile to their most comparable GAAP measures as follows:

    Underwriting revenue

      Three Months Ended   Nine Months Ended
      September 30,   September 30,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Total revenue $ 148,503     $ 90,935     $ 398,105     $ 270,532  
    Net investment income   (9,408 )     (6,029 )     (24,506 )     (16,690 )
    Net realized and unrealized (gains) losses on investments   (2,734 )     1,376       (5,768 )     103  
    Underwriting revenue $ 136,361     $ 86,282     $ 367,831     $ 253,945  
                                   

    Underwriting income and adjusted underwriting income

      Three Months Ended   Nine Months Ended
      September 30,   September 30,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Income before income taxes $ 38,503     $ 24,535     $ 106,233     $ 70,182  
    Net investment income   (9,408 )     (6,029 )     (24,506 )     (16,690 )
    Net realized and unrealized (gains) losses on investments   (2,734 )     1,376       (5,768 )     103  
    Interest expense   87       867       1,052       2,952  
    Underwriting income $ 26,448     $ 20,749     $ 77,011     $ 56,547  
    Expenses associated with transactions   84       229       557       229  
    Stock-based compensation expense   4,117       3,589       11,905       10,737  
    Amortization of intangibles   389       390       1,168       1,092  
    Expenses associated with catastrophe bond   —       —       2,483       1,640  
    Adjusted underwriting income $ 31,038     $ 24,957     $ 93,124     $ 70,245  
                                   

    Adjusted net income

      Three Months Ended   Nine Months Ended
      September 30,   September 30,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Net income $ 30,497     $ 18,432     $ 82,608     $ 53,305  
    Adjustments:                              
    Net realized and unrealized (gains) losses on investments   (2,734 )     1,376       (5,768 )     103  
    Expenses associated with transactions   84       229       557       229  
    Stock-based compensation expense   4,117       3,589       11,905       10,737  
    Amortization of intangibles   389       390       1,168       1,092  
    Expenses associated with catastrophe bond   —       —       2,483       1,640  
    Tax impact   91       (725 )     (734 )     (1,582 )
    Adjusted net income $ 32,444     $ 23,291     $ 92,219     $ 65,524  
                                   

    Annualized adjusted return on equity

      Three Months Ended   Nine Months Ended
      September 30,   September 30,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
                                   
    Annualized adjusted net income $ 129,776     $ 93,164     $ 122,959     $ 87,365  
    Average stockholders’ equity $ 617,959     $ 417,521     $ 587,282     $ 403,044  
    Annualized adjusted return on equity   21.0 %     22.3 %     20.9 %     21.7 %
                                   

    Adjusted combined ratio

      Three Months Ended   Nine Months Ended
      September 30,   September 30,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Numerator: Sum of losses and loss adjustment expenses, acquisition expenses, and other underwriting expenses, net of commission and other income $ 109,198     $ 65,068     $ 288,785     $ 195,617  
    Denominator: Net earned premiums $ 135,646     $ 85,817     $ 365,796     $ 252,164  
    Combined ratio   80.5 %     75.8 %     78.9 %     77.6 %
    Adjustments to numerator:                              
    Expenses associated with transactions $ (84 )   $ (229 )   $ (557 )   $ (229 )
    Stock-based compensation expense   (4,117 )     (3,589 )     (11,905 )     (10,737 )
    Amortization of intangibles   (389 )     (390 )     (1,168 )     (1,092 )
    Expenses associated with catastrophe bond   —       —       (2,483 )     (1,640 )
    Adjusted combined ratio   77.1 %     70.9 %     74.5 %     72.1 %
                                   

    Diluted adjusted earnings per share

      Three Months Ended   Nine Months Ended
      September 30,   September 30,
      2024   2023   2024   2023
      (in thousands, except per share data)   (in thousands, except per share data)
                                   
    Adjusted net income $ 32,444     $ 23,291     $ 92,219     $ 65,524  
    Weighted-average common shares outstanding, diluted   26,479,566       25,244,828       25,877,257       25,340,602  
    Diluted adjusted earnings per share $ 1.23     $ 0.92     $ 3.56     $ 2.59  
                                   

    Catastrophe loss ratio

      Three Months Ended   Nine Months Ended
      September 30,   September 30,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Numerator: Losses and loss adjustment expenses $ 40,315     $ 16,139     $ 97,583     $ 54,696  
    Denominator: Net earned premiums $ 135,646     $ 85,817     $ 365,796     $ 252,164  
    Loss ratio   29.7 %     18.8 %     26.7 %     21.7 %
                                   
    Numerator: Catastrophe losses $ 12,924     $ (533 )   $ 19,724     $ 3,432  
    Denominator: Net earned premiums $ 135,646     $ 85,817     $ 365,796     $ 252,164  
    Catastrophe loss ratio   9.5 %     (0.6 )%     5.4 %     1.4 %
                                   

    Adjusted combined ratio excluding catastrophe losses

      Three Months Ended   Nine Months Ended
      September 30,   September 30,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Numerator: Sum of losses and loss adjustment expenses, acquisition expenses, and other underwriting expenses, net of commission and other income $ 109,198     $ 65,068     $ 288,785     $ 195,617  
    Denominator: Net earned premiums $ 135,646     $ 85,817     $ 365,796     $ 252,164  
    Combined ratio   80.5 %     75.8 %     78.9 %     77.6 %
    Adjustments to numerator:                              
    Expenses associated with transactions $ (84 )   $ (229 )   $ (557 )   $ (229 )
    Stock-based compensation expense   (4,117 )     (3,589 )     (11,905 )     (10,737 )
    Amortization of intangibles   (389 )     (390 )     (1,168 )     (1,092 )
    Expenses associated with catastrophe bond   —       —       (2,483 )     (1,640 )
    Catastrophe losses   (12,924 )     533       (19,724 )     (3,432 )
    Adjusted combined ratio excluding catastrophe losses   67.6 %     71.5 %     69.2 %     70.8 %
                                   

    Tangible Stockholders’ equity

      September 30,   December 31,
      2024   2023
      (in thousands)
    Stockholders’ equity $ 703,313     $ 471,252  
    Goodwill and intangible assets   (11,147 )     (12,315 )
    Tangible stockholders’ equity $ 692,166     $ 458,937  
                   

    The MIL Network –

  • MIL-OSI: NXP Semiconductors Reports Third Quarter 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    EINDHOVEN, The Netherlands, Nov. 04, 2024 (GLOBE NEWSWIRE) — NXP Semiconductors N.V. (NASDAQ: NXPI) today reported financial results for the third quarter, which ended September 29, 2024. “NXP delivered quarterly revenue of $3.25 billion, in-line with our overall guidance. While we experienced some strength against our expectations in the Communication Infrastructure, Mobile and Automotive end markets, we were confronted with increasing macro related weakness in the Industrial & IoT market. Our guidance for the fourth quarter reflects broader macro weakness especially in Europe and the Americas. We focus on managing what is in our control enabling NXP to drive resilient profitability and earnings in an uncertain demand environment,” said Kurt Sievers, NXP President and Chief Executive Officer.

    Key Highlights for the Third Quarter 2024:

    • Revenue was $3.25 billion, down 5 percent year-on-year;
    • GAAP gross margin was 57.4 percent, GAAP operating margin was 30.5 percent and GAAP diluted Net Income per Share was $2.79;
    • Non-GAAP gross margin was 58.2 percent, non-GAAP operating margin was 35.5 percent, and non-GAAP diluted Net Income per Share was $3.45;
    • Cash flow from operations was $779 million, with net capex investments of $186 million, resulting in non-GAAP free cash flow of $593 million;
    • During the third quarter of 2024, NXP continued to execute its capital return policy with the payment of $259 million in cash dividends, and the repurchase of $305 million of its common shares. The total capital return of $564 million in the quarter represented 95 percent of third quarter non-GAAP free cash flow. On a trailing twelve month basis, capital return to shareholders represented $2.4 billion or 87 percent of non-GAAP free cash flow. The interim dividend for the third quarter 2024 was paid in cash on October 9, 2024 to shareholders of record as of September 12, 2024. On August 29th, the NXP board of directors authorized an additional $2.0 billion for share repurchases, resulting in a $2.64 billion share repurchase balance at the end of the third quarter. Subsequent to the end of the third quarter, between September 30, 2024 and November 1, 2024, NXP executed via a 10b5-1 program additional share repurchases totaling $117 million;
    • On August 20, 2024, ESMC, the previously announced manufacturing joint venture between TSMC, Robert Bosch GmbH, Infineon Technologies AG and NXP Semiconductors N.V. held a groundbreaking ceremony to mark the initial phase of construction of its first semiconductor fab in Dresden, Germany;
    • On September 4, 2024, Vanguard International Semiconductor Corporation and NXP Semiconductors N.V. announced the receipt of all necessary governmental approvals from relevant authorities and injected capital to officially establish the previously announced VisionPower Semiconductor Manufacturing Company Pte Ltd (VSMC) manufacturing joint venture. The company will now proceed with the planned construction of VSMC’s first 300mm wafer manufacturing facility;
    • On September 10, 2024, NXP announced the Trimension® SR250, the industry’s first single-chip, UWB solution to enable Industrial and IoT applications that integrates on-chip processing capabilities with both short-range UWB-based radar and secure ranging;
    • On September 17, 2024, NXP announced the MC33777, the world’s first electric vehicle battery junction box IC that consolidates essential BMS functions into a single device; and
    • On September 24, 2024, NXP announced the new i.MX RT700 crossover MCU family, designed to power smart AI-enabled edge devices, such as wearables, consumer medical devices, smart home devices and HMI platforms.

    Summary of Reported Third Quarter 2024 ($ millions, unaudited) (1)

      Q3 2024
    		   Q2 2024
    		   Q3 2023    Q – Q   Y – Y
    Total Revenue $ 3,250     $ 3,127     $ 3,434     4%   -5%
    GAAP Gross Profit $ 1,866     $ 1,792     $ 1,965     4%   -5%
    Gross Profit Adjustments(i) $ (26 )   $ (41 )   $ (45 )        
    Non-GAAP Gross Profit $ 1,892     $ 1,833     $ 2,010     3%   -6%
    GAAP Gross Margin   57.4 %     57.3 %     57.2 %        
    Non-GAAP Gross Margin   58.2 %     58.6 %     58.5 %        
    GAAP Operating Income (Loss) $ 990     $ 896     $ 992     10%   —%
    Operating Income Adjustments(i) $ (163 )   $ (175 )   $ (211 )        
    Non-GAAP Operating Income $ 1,153     $ 1,071     $ 1,203     8%   -4%
    GAAP Operating Margin   30.5 %     28.7 %     28.9 %        
    Non-GAAP Operating Margin   35.5 %     34.3 %     35.0 %        
    GAAP Net Income (Loss) attributable to Stockholders $ 718     $ 658     $ 787          
    Net Income Adjustments(i) $ (172 )   $ (171 )   $ (178 )        
    Non-GAAP Net Income (Loss) Attributable to Stockholders $ 890     $ 829     $ 965          
    GAAP diluted Net Income (Loss) per Share(ii) $ 2.79     $ 2.54     $ 3.01          
    Non-GAAP diluted Net Income (Loss) per Share(ii) $ 3.45     $ 3.20     $ 3.70          
    Additional information
      Q3 2024
    		   Q2 2024
    		   Q3 2023
    		   Q – Q   Y – Y
    Automotive $ 1,829     $ 1,728     $ 1,891     6%   -3%
    Industrial & IoT $ 563     $ 616     $ 607     -9%   -7%
    Mobile $ 407     $ 345     $ 377     18%   8%
    Comm. Infra. & Other $ 451     $ 438     $ 559     3%   -19%
    DIO   149       148       134          
    DPO   60       64       60          
    DSO   30       27       25          
    Cash Conversion Cycle   119       111       99          
    Channel Inventory (weeks / months)   8 / 1.9       7 / 1.7       7 / 1.5          
    Gross Financial Leverage(iii)   1.9x       1.9x       2.1x          
    Net Financial Leverage(iv)   1.3x       1.3x       1.3x          
                                   
    1. Additional Information for the Third Quarter 2024:
      1. For an explanation of GAAP to non-GAAP adjustments, please see “Non-GAAP Financial Measures”.
      2. Refer to Table 1 below for the weighted average number of diluted shares for the presented periods.
      3. Gross financial leverage is defined as gross debt divided by trailing twelve months adjusted EBITDA.
      4. Net financial leverage is defined as net debt divided by trailing twelve months adjusted EBITDA.

    Guidance for the Fourth Quarter 2024: ($ millions, except Per Share data) (1)

                  Guidance Range              
      GAAP   Reconciliation   non-GAAP
      Low   Mid   High       Low   Mid   High
    Total Revenue $3,000   $3,100   $3,200       $3,000   $3,100     $3,200
    Q-Q -8%   -5%   -2%       -8%   -5     -2%
    Y-Y -12%   -9%   -6%       -12%   -9     -6%
    Gross Profit $1,674   $1,746   $1,820   $(35)   $1,709   $1,781     $1,855
    Gross Margin 55.8%   56.3%   56.9%       57.0%   57.5%     58.0%
    Operating Income (loss) $810   $872   $936   $(184)   $994   $1,056     $1,120
    Operating Margin 27.0%   28.1%   29.3%       33.1%   34.1%     35.0%
    Financial Income (expense) $(87)   $(87)   $(87)   $(10)   $(77)   $(77)     $(77)
    Tax rate 17.2%-18.2%       16.3%-17.3%
    NCI & Other $(14)   $(14)   $(14)   $(3)   $(11)   $(11)     $(11)
    Shares – diluted 257.0   257.0   257.0       257.0   257.0     257.0
    Earnings Per Share – diluted $2.26   $2.46   $2.66       $2.93   $3.13     $3.33
                                 

    Note (1) Additional Information:

    1. GAAP Gross Profit is expected to include Purchase Price Accounting (“PPA”) effects, $(10) million; Share-based Compensation, $(15) million; Other Incidentals, $(10) million;
    2. GAAP Operating Income (loss) is expected to include PPA effects, $(39) million; Share-based Compensation, $(118) million; Restructuring and Other Incidentals, $(27) million;
    3. GAAP Financial Income (expense) is expected to include Other financial expense $(10) million;
    4. GAAP Non-Controlling Interest (NCI) and Other is expected to include results relating to non-foundry equity-accounted investees $(3) million;
    5. GAAP diluted EPS is expected to include the adjustments noted above for PPA effects, Share-based Compensation, Restructuring and Other Incidentals in GAAP Operating Income (loss), the adjustment for Other financial expense, the adjustment for Non-controlling interest & Other and the adjustment on Tax due to the earlier mentioned adjustments.

    NXP has based the guidance included in this release on judgments and estimates that management believes are reasonable given its assessment of historical trends and other information reasonably available as of the date of this release. Please note, the guidance included in this release consists of predictions only, and is subject to a wide range of known and unknown risks and uncertainties, many of which are beyond NXP’s control. The guidance included in this release should not be regarded as representations by NXP that the estimated results will be achieved. Actual results may vary materially from the guidance we provide today. In relation to the use of non-GAAP financial information see the note regarding “Non-GAAP Financial Measures” below. For the factors, risks, and uncertainties to which judgments, estimates and forward-looking statements generally are subject see the note regarding “Forward-looking Statements.” We undertake no obligation to publicly update or revise any forward-looking statements, including the guidance set forth herein, to reflect future events or circumstances.

    Non-GAAP Financial Measures

    In managing NXP’s business on a consolidated basis, management develops an annual operating plan, which is approved by our Board of Directors, using non-GAAP financial measures, that are not in accordance with, nor an alternative to, U.S. generally accepted accounting principles (“GAAP”). In measuring performance against this plan, management considers the actual or potential impacts on these non-GAAP financial measures from actions taken to reduce costs with the goal of increasing our gross margin and operating margin and when assessing appropriate levels of research and development efforts. In addition, management relies upon these non-GAAP financial measures when making decisions about product spending, administrative budgets, and other operating expenses. We believe that these non-GAAP financial measures, when coupled with the GAAP results and the reconciliations to corresponding GAAP financial measures, provide a more complete understanding of the Company’s results of operations and the factors and trends affecting NXP’s business. We believe that they enable investors to perform additional comparisons of our operating results, to assess our liquidity and capital position and to analyze financial performance excluding the effect of expenses unrelated to core operating performance, certain non-cash expenses and share-based compensation expense, which may obscure trends in NXP’s underlying performance. This information also enables investors to compare financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management.

    These non-GAAP financial measures are provided in addition to, and not as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The presentation of these and other similar items in NXP’s non-GAAP financial results should not be interpreted as implying that these items are non-recurring, infrequent, or unusual. Reconciliations of these non-GAAP measures to the most comparable measures calculated in accordance with GAAP are provided in the financial statements portion of this release in a schedule entitled “Financial Reconciliation of GAAP to non-GAAP Results (unaudited).” Please refer to the NXP Historic Financial Model file found on the Financial Information page of the Investor Relations section of our website at https://investors.nxp.com for additional information related to our rationale for using these non-GAAP financial measures, as well as the impact of these measures on the presentation of NXP’s operations.

    In addition to providing financial information on a basis consistent with GAAP, NXP also provides the following selected financial measures on a non-GAAP basis: (i) Gross profit, (ii) Gross margin, (iii) Research and development, (iv) Selling, general and administrative, (v) Amortization of acquisition-related intangible assets, (vi) Other income, (vii) Operating income (loss), (viii) Operating margin, (ix) Financial Income (expense), (x) Income tax benefit (provision), (xi) Results relating to non-foundry equity-accounted investees, (xii) Net income (loss) attributable to stockholders, (xiii) Earnings per Share – Diluted, (xiv) EBITDA, adjusted EBITDA and trailing 12 month adjusted EBITDA, and (xv) free cash flow, trailing 12 month free cash flow and trailing 12 month free cash flow as a percent of Revenue. The non-GAAP information excludes, where applicable, the amortization of acquisition related intangible assets, the purchase accounting effect on inventory and property, plant and equipment, merger related costs (including integration costs), certain items related to divestitures, share-based compensation expense, restructuring and asset impairment charges, extinguishment of debt, foreign exchange gains and losses, income tax effect on adjustments described above and results from non-foundry equity-accounted investments.

    The difference in the benefit (provision) for income taxes between our GAAP and non-GAAP results relates to the income tax effects of the GAAP to non-GAAP adjustments that we make and the income tax effect of any discrete items that occur in the interim period. Discrete items primarily relate to unexpected tax events that may occur as these amounts cannot be forecasted (e.g., the impact of changes in tax law and/or rates, changes in estimates or resolved tax audits relating to prior year tax provisions, the excess or deficit tax effects on share-based compensation, etc.).

    Conference Call and Webcast Information

    The company will host a conference call with the financial community on Tuesday, November 5, 2024 at 8:00 a.m. U.S. Eastern Standard Time (EST) to review the third quarter 2024 results in detail.

    Interested parties may preregister to obtain a user-specific access code for the call here.

    The call will be webcast and can be accessed from the NXP Investor Relations website at www.nxp.com. A replay of the call will be available on the NXP Investor Relations website within 24 hours of the actual call.

    About NXP Semiconductors

    NXP Semiconductors N.V. (NASDAQ: NXPI) is the trusted partner for innovative solutions in the automotive, industrial & IoT, mobile, and communications infrastructure markets. NXP’s “Brighter Together” approach combines leading-edge technology with pioneering people to develop system solutions that make the connected world better, safer, and more secure. The company has operations in more than 30 countries and posted revenue of $13.28 billion in 2023. Find out more at www.nxp.com.

    Forward-looking Statements

    This document includes forward-looking statements which include statements regarding NXP’s business strategy, financial condition, results of operations, market data, as well as any other statements which are not historical facts. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. These factors, risks and uncertainties include the following: market demand and semiconductor industry conditions; our ability to successfully introduce new technologies and products; the demand for the goods into which NXP’s products are incorporated; trade disputes between the U.S. and China, potential increase of barriers to international trade and resulting disruptions to NXP’s established supply chains; the impact of government actions and regulations, including restrictions on the export of US-regulated products and technology; increasing and evolving cybersecurity threats and privacy risks, including theft of sensitive or confidential data; the ability to generate sufficient cash, raise sufficient capital or refinance corporate debt at or before maturity to meet both NXP’s debt service and research and development and capital investment requirements; our ability to accurately estimate demand and match our production capacity accordingly or obtain supplies from third-party producers to meet demand; our access to production capacity from third-party outsourcing partners, and any events that might affect their business or NXP’s relationship with them; our ability to secure adequate and timely supply of equipment and materials from suppliers; our ability to avoid operational problems and product defects and, if such issues were to arise, to correct them quickly; our ability to form strategic partnerships and joint ventures and to successfully cooperate with our alliance partners; our ability to win competitive bid selection processes; our ability to develop products for use in customers’ equipment and products; the ability to successfully hire and retain key management and senior product engineers; global hostilities, including the invasion of Ukraine by Russia and resulting regional instability, sanctions and any other retaliatory measures taken against Russia and the continued hostilities and the armed conflict in the Middle East, which could adversely impact the global supply chain, disrupt our operations or negatively impact the demand for our products in our primary end markets; the ability to maintain good relationships with NXP’s suppliers; and a change in tax laws could have an effect on our estimated effective tax rate. In addition, this document contains information concerning the semiconductor industry, our end markets and business generally, which is forward-looking in nature and is based on a variety of assumptions regarding the ways in which the semiconductor industry, our end markets and business will develop. NXP has based these assumptions on information currently available, if any one or more of these assumptions turn out to be incorrect, actual results may differ from those predicted. While NXP does not know what impact any such differences may have on its business, if there are such differences, its future results of operations and its financial condition could be materially adversely affected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak to results only as of the date the statements were made. Except for any ongoing obligation to disclose material information as required by the United States federal securities laws, NXP does not have any intention or obligation to publicly update or revise any forward-looking statements after we distribute this document, whether to reflect any future events or circumstances or otherwise. For a discussion of potential risks and uncertainties, please refer to the risk factors listed in our SEC filings. Copies of our SEC filings are available on our Investor Relations website, www.nxp.com/investor or from the SEC website, www.sec.gov.

    For further information, please contact:
       
    Investors: Media:
    Jeff Palmer Paige Iven
    jeff.palmer@nxp.com paige.iven@nxp.com
    +1 408 205 0687  +1 817 975 0602

    NXP-CORP

    NXP Semiconductors
    Table 1: Condensed consolidated statement of operations (unaudited)

    ($ in millions except share data) Three months ended
      September 29, 2024   June 30, 2024   October 1, 2023
               
    Revenue $ 3,250     $ 3,127     $ 3,434  
    Cost of revenue   (1,384 )     (1,335 )     (1,469 )
    Gross profit   1,866       1,792       1,965  
    Research and development   (577 )     (594 )     (601 )
    Selling, general and administrative   (265 )     (270 )     (294 )
    Amortization of acquisition-related intangible assets   (29 )     (28 )     (71 )
    Total operating expenses   (871 )     (892 )     (966 )
    Other income (expense)   (5 )     (4 )     (7 )
    Operating income (loss)   990       896       992  
    Financial income (expense):          
    Extinguishment of debt   —       —       —  
    Other financial income (expense)   (82 )     (75 )     (75 )
    Income (loss) before income taxes   908       821       917  
    Benefit (provision) for income taxes   (173 )     (154 )     (123 )
    Results relating to equity-accounted investees   (6 )     (3 )     (2 )
    Net income (loss)   729       664       792  
    Less: Net income (loss) attributable to non-controlling interests   11       6       5  
    Net income (loss) attributable to stockholders   718       658       787  
               
    Earnings per share data:          
    Net income (loss) per common share attributable to stockholders in $
    Basic $ 2.82     $ 2.58     $ 3.06  
    Diluted $ 2.79     $ 2.54     $ 3.01  
               
    Weighted average number of shares of common stock outstanding during the period (in thousands):
    Basic   254,458       255,478       257,488  
    Diluted   257,717       258,732       261,095  
               

    NXP Semiconductors
    Table 2: Condensed consolidated balance sheet (unaudited)

    ($ in millions) As of
      September 29, 2024   June 30, 2024   October 1, 2023
    ASSETS          
    Current assets:          
    Cash and cash equivalents $ 2,748     $ 2,859     $ 4,042  
    Short-term deposits   400       400       —  
    Accounts receivable, net   1,070       927       939  
    Inventories, net   2,234       2,148       2,140  
    Other current assets   574       546       495  
    Total current assets   7,026       6,880       7,616  
               
    Non-current assets:          
    Other non-current assets   2,641       2,290       2,236  
    Property, plant and equipment, net   3,309       3,289       3,197  
    Identified intangible assets, net   735       796       1,010  
    Goodwill   9,958       9,941       9,937  
    Total non-current assets   16,643       16,316       16,380  
               
    Total assets   23,669       23,196       23,996  
               
    LIABILITIES AND EQUITY          
    Current liabilities:          
    Accounts payable   899       929       959  
    Restructuring liabilities-current   52       62       16  
    Other current liabilities   1,542       1,622       1,990  
    Short-term debt   499       499       999  
    Total current liabilities   2,992       3,112       3,964  
               
    Non-current liabilities:          
    Long-term debt   9,683       9,681       10,173  
    Restructuring liabilities   4       7       3  
    Deferred tax liabilities   57       48       44  
    Other non-current liabilities   1,189       1,003       1,014  
    Total non-current liabilities   10,933       10,739       11,234  
               
    Non-controlling interests   338       327       310  
    Stockholders’ equity   9,406       9,018       8,488  
    Total equity   9,744       9,345       8,798  
               
    Total liabilities and equity   23,669       23,196       23,996  
               

    NXP Semiconductors
    Table 3: Condensed consolidated statement of cash flows (unaudited)

    ($ in millions) Three months ended
      September 29, 2024   June 30, 2024   October 1, 2023
    Cash flows from operating activities:          
    Net income (loss) $ 729     $ 664     $ 792  
    Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:          
    Depreciation and amortization   218       213       273  
    Share-based compensation   115       114       103  
    Amortization of discount (premium) on debt, net   —       1       1  
    Amortization of debt issuance costs   2       1       2  
    Results relating to equity-accounted investees   6       3       2  
    (Gain) loss on equity securities, net   7       3       4  
    Deferred tax expense (benefit)   (40 )     (23 )     (33 )
    Changes in operating assets and liabilities:          
    (Increase) decrease in receivables and other current assets   (167 )     10       40  
    (Increase) decrease in inventories   (86 )     (46 )     (34 )
    Increase (decrease) in accounts payable and other liabilities   118       (220 )     (128 )
    (Increase) decrease in other non-current assets   (134 )     40       (49 )
    Exchange differences   7       5       5  
    Other items   4       (4 )     10  
    Net cash provided by (used for) operating activities   779       761       988  
    Cash flows from investing activities:          
    Purchase of identified intangible assets   (26 )     (55 )     (42 )
    Capital expenditures on property, plant and equipment   (186 )     (185 )     (200 )
    Proceeds from the disposals of property, plant and equipment   —       1       —  
    Purchase of investments   (159 )     —       (31 )
    Net cash provided by (used for) investing activities   (371 )     (239 )     (273 )
    Cash flows from financing activities:          
    Dividends paid to common stockholders   (259 )     (260 )     (262 )
    Proceeds from issuance of common stock through stock plans   39       3       36  
    Purchase of treasury shares and restricted stock unit
    withholdings    		   (305 )     (310 )     (306 )
    Other, net   (1 )     —       (1 )
    Net cash provided by (used for) financing activities   (526 )     (567 )     (533 )
    Effect of changes in exchange rates on cash positions   7       (4 )     (3 )
    Increase (decrease) in cash and cash equivalents   (111 )     (49 )     179  
    Cash and cash equivalents at beginning of period   2,859       2,908       3,863  
    Cash and cash equivalents at end of period   2,748       2,859       4,042  
               
    Net cash paid during the period for:          
    Interest   27       86       38  
    Income taxes, net of refunds   196       193       165  
    Net gain (loss) on sale of assets:          
    Cash proceeds from the sale of assets   —       1       —  
    Book value of these assets   —       (1 )     —  
    Non-cash investing activities:          
    Non-cash capital expenditures   125       166       167  
               

    NXP Semiconductors
    Table 4: Financial Reconciliation of GAAP to non-GAAP Results (unaudited)

    ($ in millions except share data) Three months ended
      September 29, 2024   June 30, 2024   October 1, 2023
    GAAP Gross Profit $ 1,866     $ 1,792     $ 1,965  
    PPA Effects   (12 )     (12 )     (13 )
    Restructuring   —       (4 )     —  
    Share-based compensation   (14 )     (15 )     (14 )
    Other incidentals   —       (10 )     (18 )
    Non-GAAP Gross Profit $ 1,892     $ 1,833     $ 2,010  
    GAAP Gross margin   57.4 %     57.3 %     57.2 %
    Non-GAAP Gross margin   58.2 %     58.6 %     58.5 %
    GAAP Research and development $ (577 )   $ (594 )   $ (601 )
    Restructuring   —       (4 )     4  
    Share-based compensation   (58 )     (58 )     (53 )
    Other incidentals   —       —       (2 )
    Non-GAAP Research and development $ (519 )   $ (532 )   $ (550 )
    GAAP Selling, general and administrative $ (265 )   $ (270 )   $ (294 )
    PPA effects   (1 )     (1 )     (1 )
    Restructuring   —       2       —  
    Share-based compensation   (43 )     (41 )     (36 )
    Other incidentals   (2 )     (2 )     (4 )
    Non-GAAP Selling, general and administrative $ (219 )   $ (228 )   $ (253 )
    GAAP Operating income (loss) $ 990     $ 896     $ 992  
    PPA effects   (42 )     (41 )     (85 )
    Restructuring   —       (6 )     4  
    Share-based compensation   (115 )     (114 )     (103 )
    Other incidentals   (6 )     (14 )     (27 )
    Non-GAAP Operating income (loss) $ 1,153     $ 1,071     $ 1,203  
    GAAP Operating margin   30.5 %     28.7 %     28.9 %
    Non-GAAP Operating margin   35.5 %     34.3 %     35.0 %
    GAAP Income tax benefit (provision) $ (173 )   $ (154 )   $ (123 )
    Income tax effect   9       15       45  
    Non-GAAP Income tax benefit (provision) $ (182 )   $ (169 )   $ (168 )
    GAAP Net income (loss) attributable to stockholders $ 718     $ 658     $ 787  
    PPA Effects   (42 )     (41 )     (85 )
    Restructuring   —       (6 )     4  
    Share-based compensation   (115 )     (114 )     (103 )
    Other incidentals   (6 )     (14 )     (27 )
    Other adjustments:          
    Adjustments to financial income (expense)   (12 )     (8 )     (10 )
    Income tax effect   9       15       45  
    Results relating to equity-accounted investees, excluding Foundry investees1   (6 )     (3 )     (2 )
    Non-GAAP Net income (loss) attributable to stockholders $ 890     $ 829     $ 965  
               
               
    Additional Information:          
    1. Refer to Table 7 below for further information regarding the results relating to equity-accounted investees.
               
    GAAP net income (loss) per common share attributable to stockholders – diluted $ 2.79     $ 2.54     $ 3.01  
    PPA Effects   (0.16 )     (0.16 )     (0.33 )
    Restructuring   —       (0.02 )     0.01  
    Share-based compensation   (0.45 )     (0.44 )     (0.40 )
    Other incidentals   (0.02 )     (0.06 )     (0.10 )
    Other adjustments:          
    Adjustments to financial income (expense)   (0.05 )     (0.03 )     (0.03 )
    Income tax effect   0.04       0.06       0.17  
    Results relating to equity-accounted investees, excluding Foundry investees1   (0.02 )     (0.01 )     (0.01 )
    Non-GAAP net income (loss) per common share attributable to stockholders – diluted $ 3.45     $ 3.20     $ 3.70  
               
               
    Additional Information:          
    1. Refer to Table 7 below for further information regarding the results relating to equity-accounted investees.

    NXP Semiconductors
    Table 5: Financial Reconciliation of GAAP to non-GAAP Financial income (expense) (unaudited)

    ($ in millions) Three months ended
      September 29, 2024   June 30, 2024   October 1, 2023
    GAAP Financial income (expense) $ (82 )   $ (75 )   $ (75 )
    Foreign exchange loss   (3 )     (2 )     (3 )
    Other financial expense   (9 )     (6 )     (7 )
    Non-GAAP Financial income (expense) $ (70 )   $ (67 )   $ (65 )
               

    NXP Semiconductors
    Table 6: Financial Reconciliation of GAAP to non-GAAP Other income (expense) (unaudited)

    ($ in millions) Three months ended
      September 29, 2024   June 30, 2024   October 1, 2023
    GAAP Other income (expense) $ (5 )   $ (4 )   $ (7 )
    Other incidentals   (4 )     (2 )     (3 )
    Non-GAAP Other income (expense) $ (1 )   $ (2 )   $ (4 )
               

    NXP Semiconductors
    Table 7: Financial Reconciliation of GAAP to non-GAAP Results relating to equity-accounted investees (unaudited)

    ($ in millions) Three months ended
      September 29, 2024   June 30, 2024   October 1, 2023
    GAAP Results relating to equity-accounted investees $ (6 )   $ (3 )   $ (2 )
    Results of equity-accounted investees, excluding Foundry investees1   (6 )     (3 )     (2 )
    Non-GAAP Results relating to equity-accounted investees $ —     $ —     $ —  
               
    Additional Information:
    1. We adjust our results relating to equity-accounted investees for those results from investments over which NXP has significant influence, but not control, and whose business activities are not related to the core operating performance of NXP. Our equity-investments in foundry partners are part of our long-term core operating performance and accordingly those results comprise the Non-GAAP Results relating to equity-accounted investees.

    NXP Semiconductors
    Table 8: Adjusted EBITDA and Free Cash Flow (unaudited)

    ($ in millions) Three months ended
      September 29, 2024   June 30, 2024   October 1, 2023
    GAAP Net income (loss) $ 729     $ 664     $ 792  
    Reconciling items to EBITDA (Non-GAAP)          
    Financial (income) expense   82       75       75  
    (Benefit) provision for income taxes   173       154       123  
    Depreciation   149       146       163  
    Amortization   69       67       110  
    EBITDA (Non-GAAP) $ 1,202     $ 1,106     $ 1,263  
    Reconciling items to adjusted EBITDA (Non-GAAP)          
    Results of equity-accounted investees, excluding Foundry investees1   6       3       2  
    Restructuring   —       6       (4 )
    Share-based compensation   115       114       103  
    Other incidental items   6       14       27  
    Adjusted EBITDA (Non-GAAP) $ 1,329     $ 1,243     $ 1,391  
    Trailing twelve month adjusted EBITDA (Non-GAAP)   5,235       5,297       5,384  
               
               
    Additional Information:          
    1. Refer to Table 7 above for further information regarding the results relating to equity-accounted investees.
               
               
    ($ in millions) Three months ended
      September 29, 2024   June 30, 2024   October 1, 2023
    Net cash provided by (used for) operating activities $ 779     $ 761     $ 988  
    Net capital expenditures on property, plant and equipment   (186 )     (184 )     (200 )
    Non-GAAP free cash flow $ 593     $ 577     $ 788  
    Trailing twelve month non-GAAP free cash flow $ 2,759     $ 2,954     $ 2,568  
    Trailing twelve month non-GAAP free cash flow as percent of Revenue   21 %     23 %     20 %
               

    The MIL Network –

  • MIL-OSI: Greenlight Re Announces Third Quarter 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    GRAND CAYMAN, Cayman Islands, Nov. 04, 2024 (GLOBE NEWSWIRE) — Greenlight Capital Re, Ltd. (NASDAQ: GLRE) (“Greenlight Re” or the “Company”) today reported its financial results for the third quarter ended September 30, 2024.

    Third Quarter 2024 Highlights (all comparisons are to third quarter 2023 unless noted otherwise):

    • Gross premiums written of $168.3 million compared to $183.1 million;
    • Net premiums earned of $151.9 million, compared to $163.1 million;
    • Net underwriting income of $6.1 million, compared to $14.4 million;
    • Total investment income of $28.1 million, compared to $5.1 million;
    • Net income of $35.2 million, or $1.01 per diluted ordinary share, compared to $13.5 million, or $0.39 per diluted ordinary share;
    • Combined ratio of 95.9%, compared to 91.2%; and
    • Fully diluted book value per share increased $1.07, or 6.1%, to $18.72, from $17.65 at June 30, 2024.

    Greg Richardson, Chief Executive Officer of Greenlight Re, stated, “Our third quarter results demonstrated Greenlight Re’s disciplined and resilient underwriting approach, achieving profitable performance for the eighth consecutive quarter. Alongside strong investment returns, Greenlight Re recorded a notably strong quarter.”

    David Einhorn, Chairman of the Board of Directors, said, “Solasglas generated a net return of 5.2% in the third quarter, while maintaining a conservative exposure to equity markets. Despite significant natural catastrophe events during the quarter, Greenlight Re performed well, with positive performance on both our underwriting and investment activities.”

    Third Quarter 2024 Results

    Gross premiums written in the third quarter of 2024 were $168.3 million, compared to $183.1 million in the third quarter of 2023. The $14.7 million decrease, or 8.0%, was primarily due to a personal property contract and a Lloyd’s casualty contract that the Company non-renewed during 2024, and was partially offset by growth in the specialty business. Similarly, earned premiums decreased by $11.2 million, or 6.9%, to $151.9 million.

    The Company recognized net underwriting income of $6.1 million in the third quarter of 2024, compared to net underwriting income of $14.4 million during the equivalent period in 2023. The combined ratio for the third quarter of 2024 was 95.9%, compared to 91.2% for the equivalent period in 2023. Catastrophe losses, including Hurricane Helene, Central European floods and US severe convective storms, added 9.3% to the combined ratio during the third quarter of 2024.

    The Company’s total investment income during the third quarter of 2024 was $28.1 million. The Company’s investment in the Solasglas fund, managed by DME Advisors, returned 5.2%, representing net income of $19.8 million. The Company reported $8.2 million of other investment income, primarily from interest earned on its restricted cash and cash equivalents.

    The net income of $35.2 million contributed to the 6.1% increase in fully diluted book value per share for the quarter, which increased to $18.72 per share at September 30, 2024 from $17.65 at June 30, 2024.

    During the third quarter of 2024, the Company repurchased 547,402 ordinary shares for $7.5 million under its share repurchase plan.

    The following table summarizes the components of the Company’s combined ratio.

        Third Quarter
    Underwriting ratios   2024     2023  
    Loss ratio – current year   65.0 %   61.4 %
    Loss ratio – prior year   (3.7)%   (2.0)%
    Loss ratio   61.3 %   59.4 %
    Acquisition cost ratio   30.4 %   28.8 %
    Composite ratio   91.7 %   88.2 %
    Underwriting expense ratio   4.2 %   3.0 %
    Combined ratio   95.9 %   91.2 %

    Greenlight Capital Re, Ltd. Third Quarter 2024 Earnings Call

    Greenlight Re will host a live conference call to discuss its financial results on Tuesday, November 5, 2024, at 9:00 a.m. Eastern Time. Dial-in details: 

    U.S. toll free  1-877-407-9753
    International  1-201-493-6739

    The conference call can also be accessed via webcast at:

    https://event.webcasts.com/starthere.jsp?ei=1692074&tp_key=a944f284f8

    A telephone replay will be available following the call through November 11, 2024.  The replay of the call may be accessed by dialing 1-877-660-6853 (U.S. toll free) or 1-201-612-7415 (international), access code 13749374. An audio file of the call will also be available on the Company’s website, www.greenlightre.com.

    2024 Investor Day

    As previously announced, the Company will host its 2024 Investor Day in New York City on Tuesday, November 19, 2024, at 12:00 noon Eastern Time. The event will include a luncheon, detailed presentation from members of the executive management team, and opportunities for live interaction during the Q&A segment.

    Attendees must register in advance. To register, please contact Karin Daly, Greenlight Capital Re’s investor relations representative at IR@greenlightre.ky.

    The 2024 Investor Day will be held exclusively in-person. An archived webcast will become available on the Company’s website following the event.

    Non-GAAP Financial Measures
    In presenting the Company’s results, management has included financial measures that are not calculated under standards or rules that comprise accounting principles generally accepted in the United States (GAAP). Such measures, including fully diluted book value per share and net underwriting income (loss), are referred to as non-GAAP measures. These non-GAAP measures may be defined or calculated differently by other companies. Management believes these measures allow for a more thorough understanding of the underlying business. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies and should be used to monitor our results and should be considered in addition to, and not viewed as a substitute for those measures determined in accordance with GAAP. Reconciliations of such measures to the most comparable GAAP figures are included in the attached financial information in accordance with Regulation G.

    Forward-Looking Statements
    This news release contains forward-looking statements concerning Greenlight Capital Re, Ltd. and/or its subsidiaries (the “Company”) 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 forward-looking statements made on the Company’s behalf. These risks and uncertainties include a downgrade or withdrawal of our A.M. Best ratings; any suspension or revocation of any of our licenses; losses from catastrophes; the loss of significant brokers; the performance of Solasglas Investments, LP; the carry values of our investments made under our Greenlight Re Innovations pillar may differ significantly from those that would be used if we carried these investments at fair value; and other factors described in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 5, 2024, as those factors may be updated from time to time in our periodic and other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statements, which speak only as to the date of this release, whether as a result of new information, future events, or otherwise, except as provided by law.

    About Greenlight Capital Re, Ltd.
    Greenlight Re (www.greenlightre.com) provides multiline property and casualty insurance and reinsurance through its licensed and regulated reinsurance entities in the Cayman Islands and Ireland, and its Lloyd’s platform, Greenlight Innovation Syndicate 3456. The Company complements its underwriting activities with a non-traditional investment approach designed to achieve higher rates of return over the long term than reinsurance companies that exclusively employ more traditional investment strategies. The Company’s innovations unit, Greenlight Re Innovations, supports technology innovators in the (re)insurance space by providing investment capital, risk capacity, and access to a broad insurance network.

    Investor Relations Contact
    Karin Daly
    Vice President, The Equity Group Inc.
    (212) 836-9623
    IR@greenlightre.ky

    GREENLIGHT CAPITAL RE, LTD.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (expressed in thousands of U.S. dollars, except per share and share amounts)
      September 30, 2024   December 31, 2023
      (UNAUDITED)    
    Assets      
    Investments      
    Investment in related party investment fund, at fair value $ 397,888   $ 258,890
    Other investments   73,559     73,293
    Total investments   471,447     332,183
    Cash and cash equivalents   54,642     51,082
    Restricted cash and cash equivalents   567,091     604,648
    Reinsurance balances receivable (net of allowance for expected credit losses)   718,719     619,401
    Loss and loss adjustment expenses recoverable (net of allowance for expected credit losses)   65,947     25,687
    Deferred acquisition costs   82,206     79,956
    Unearned premiums ceded   35,270     17,261
    Other assets   6,364     5,089
    Total assets $ 2,001,686   $ 1,735,307
    Liabilities and equity      
    Liabilities      
    Loss and loss adjustment expense reserves $ 811,152   $ 661,554
    Unearned premium reserves   347,103     306,310
    Reinsurance balances payable   88,152     68,983
    Funds withheld   20,788     17,289
    Other liabilities   8,491     11,795
    Debt   62,582     73,281
    Total liabilities   1,338,268     1,139,212
    Shareholders’ equity      
    Ordinary share capital (par value $0.10; issued and outstanding, 34,832,493) (2023: par value $0.10; issued and outstanding, 35,336,732) $ 3,483   $ 3,534
    Additional paid-in capital   481,672     484,532
    Retained earnings   178,263     108,029
    Total shareholders’ equity   663,418     596,095
    Total liabilities and equity $ 2,001,686   $ 1,735,307
    GREENLIGHT CAPITAL RE, LTD.
    CONDENSED CONSOLIDATED RESULTS OF OPERATIONS
    (UNAUDITED) 
    (expressed in thousands of U.S. dollars, except percentages and per share amounts)
      Three months ended September 30   Nine months ended September 30
        2024       2023       2024       2023  
    Underwriting revenue              
    Gross premiums written $ 168,346     $ 183,074     $ 554,579     $ 524,472  
    Gross premiums ceded   (26,598 )     (14,789 )     (64,611 )     (35,740 )
    Net premiums written   141,748       168,285       489,968       488,732  
    Change in net unearned premium reserves   10,136       (5,175 )     (18,150 )     (43,030 )
    Net premiums earned $ 151,884     $ 163,110     $ 471,818     $ 445,702  
    Underwriting related expenses              
    Net loss and loss adjustment expenses incurred:              
    Current year $ 98,820     $ 100,143     $ 305,467     $ 273,570  
    Prior year   (5,654 )     (3,300 )     (943 )     10,502  
    Net loss and loss adjustment expenses incurred   93,165       96,843       304,524       284,072  
    Acquisition costs   46,162       46,933       138,226       126,702  
    Underwriting expenses   6,073       4,639       18,223       14,046  
    Deposit interest expense (income), net   377       278       1,020       645  
    Net underwriting income (1) $ 6,107     $ 14,417     $ 9,825     $ 20,237  
                   
    Income (loss) from investment in Solasglas $ 19,844     $ (1,853 )   $ 42,422     $ 27,791  
    Net investment income   8,244       6,958       24,611       24,705  
    Total investment income $ 28,088     $ 5,105     $ 67,033     $ 52,496  
                   
    Corporate expenses $ 4,253     $ 3,266     $ 13,334     $ 13,820  
    Foreign exchange losses (gains)   (5,826 )     1,999       (3,245 )     (7,661 )
    Other income, net   (2,210 )     (706 )     (9,969 )     (5,738 )
    Interest expense   2,018       1,457       4,827       2,977  
    Income tax expense   723       29       1,677       111  
    Net income $ 35,237     $ 13,477     $ 70,234     $ 69,224  
                   
    Earnings per share              
    Basic $ 1.03     $ 0.40     $ 2.05     $ 2.03  
    Diluted $ 1.01     $ 0.39     $ 2.02     $ 1.99  
                   
    Underwriting ratios:              
    Loss ratio – current year   65.0 %     61.4 %     64.7 %     61.4 %
    Loss ratio – prior year (3.7)%   (2.0)%   (0.2)%     2.4 %
    Loss ratio   61.3 %     59.4 %     64.5 %     63.8 %
    Acquisition cost ratio   30.4 %     28.8 %     29.3 %     28.4 %
    Composite ratio   91.7 %     88.2 %     93.8 %     92.2 %
    Underwriting expense ratio   4.2 %     3.0 %     4.1 %     3.3 %
    Combined ratio   95.9 %     91.2 %     97.9 %     95.5 %

    1 Net underwriting income is a non-GAAP financial measure. See “ Key Financial Measures and Non-GAAP Measures” below for discussion and reconciliation of non-GAAP financial measures.

    The following tables present the Company’s net premiums earned and underwriting ratios by line of business: 

      Three months ended September 30   Three months ended September 30
      2024     2023  
      Property   Casualty   Other   Total   Property   Casualty   Other   Total
      ($ in thousands except percentage)
    Net premiums earned $19,134     $83,079     $49,671     $151,884     $24,362     $93,514     $45,234     $163,110  
    Underwriting ratios:                              
    Loss ratio 112.4 %   52.7 %   56.1 %   61.3 %   54.1 %   67.4 %   45.6 %   59.4 %
    Acquisition cost ratio 19.9     34.0     28.4     30.4     17.7     31.9     28.2     28.8  
    Composite ratio 132.3 %   86.7 %   84.5 %   91.7 %   71.8 %   99.3 %   73.8 %   88.2 %
    Underwriting expense ratio             4.2                 3.0  
    Combined ratio             95.9 %               91.2 %
      Nine months ended September 30   Nine months ended September 30
      2024     2023  
      Property   Casualty   Other   Total   Property   Casualty   Other   Total
      ($ in thousands except percentage)
    Net premiums earned $60,610     $263,872     $147,336     $471,818     $63,854     $259,075     $122,773     $445,702  
    Underwriting ratios:                              
    Loss ratio 90.1 %   61.5 %     59.4 %   64.5 %   81.6 %   67.0 %   47.5 %   63.8 %
    Acquisition cost ratio 17.1     32.6       28.3     29.3     18.5     31.0     28.2     28.4  
    Composite ratio 107.2 %   94.1 %     87.7 %   93.8 %   100.1 %   98.0 %   75.7 %   92.2 %
    Underwriting expense ratio             4.1                 3.3  
    Combined ratio             97.9 %               95.5 %


    GREENLIGHT CAPITAL RE, LTD.
    KEY FINANCIAL MEASURES AND NON-GAAP MEASURES

    Management uses certain key financial measures, some of which are not prescribed under U.S. GAAP rules and standards (“non-GAAP financial measures”), to evaluate our financial performance, financial position, and the change in shareholder value. Generally, a non-GAAP financial measure, as defined in SEC Regulation G, is a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented under U.S. GAAP. We believe that these measures, which may be calculated or defined differently by other companies, provide consistent and comparable metrics of our business performance to help shareholders understand performance trends and facilitate a more thorough understanding of the Company’s business. Non-GAAP financial measures should not be viewed as substitutes for those determined under U.S. GAAP.

    The key non-GAAP financial measures used in this news release are:

    • Fully diluted book value per share; and
    • Net underwriting income (loss).

    These non-GAAP financial measures are described below.

    Fully Diluted Book Value Per Share

    Our primary financial goal is to increase fully diluted book value per share over the long term. We use fully diluted book value as a financial measure in our incentive compensation plan.

    We believe that long-term growth in fully diluted book value per share is the most relevant measure of our financial performance because it provides management and investors a yardstick to monitor the shareholder value generated. Fully diluted book value per share may also help our investors, shareholders, and other interested parties form a basis of comparison with other companies within the property and casualty reinsurance industry. Fully diluted book value per share should not be viewed as a substitute for the most comparable U.S. GAAP measure, which in our view is the basic book value per share.

    We calculate basic book value per share as (a) ending shareholders’ equity, divided by (b) the total ordinary shares issued and outstanding, as reported in the consolidated financial statements. Fully diluted book value per share represents basic book value per share combined with any dilutive impact of in-the-money stock options (assuming net exercise) and all outstanding restricted stock units “RSUs”. We believe these adjustments better reflect the ultimate dilution to our shareholders.

    The following table presents a reconciliation of the fully diluted book value per share to basic book value per share (the most directly comparable U.S. GAAP financial measure):

      September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023   September 30, 2023
    Numerator for basic and fully diluted book value per share:                  
    Total equity as reported under U.S. GAAP $  663,418   $   634,020   $ 624,458   $ 596,095   $ 575,865
    Denominator for basic and fully diluted book value per share:                  
    Ordinary shares issued and outstanding as reported and denominator for basic book value per share   34,832,493     35,321,144     35,321,144     35,336,732     35,337,407
    Add: In-the-money stock options (1) and all outstanding RSUs   602,013     594,612     585,334     264,870     312,409
    Denominator for fully diluted book value per share   35,434,506     35,915,756     35,906,478     35,601,602     35,649,816
                       
    Basic book value per share $ 19.05   $ 17.95   $ 17.68   $ 16.87   $ 16.30
    Fully diluted book value per share $ 18.72   $ 17.65   $ 17.39   $ 16.74   $ 16.15

    (1) Assuming net exercise by the grantee.

    Net Underwriting Income (Loss)

    One way that we evaluate the Company’s underwriting performance is by measuring net underwriting income (loss). We do not use premiums written as a measure of performance. Net underwriting income (loss) is a performance measure used by management to evaluate the fundamentals underlying the Company’s underwriting operations. We believe that the use of net underwriting income (loss) enables investors and other users of the Company’s financial information to analyze our performance in a manner similar to how management analyzes performance. Management also believes this measure follows industry practice and allows the users of financial information to compare the Company’s performance with that of our industry peer group.

    Net underwriting income (loss) is considered a non-GAAP financial measure because it excludes items used to calculate net income before taxes under U.S. GAAP. We calculate net underwriting income (loss) as net premiums earned less net loss and loss adjustment expenses, acquisition costs, underwriting expenses (including related G&A expenses), and deposit interest expense, plus deposit interest income. The measure excludes, on a recurring basis: (1) investment income (loss); (2) other income (expense) not related to underwriting, including foreign exchange gains or losses, and Lloyd’s interest income and expense; (3) corporate G&A expenses; and (4) interest expense. We exclude total investment income or loss, foreign exchange gains or losses, and Lloyd’s interest income or expense as we believe these items are influenced by market conditions and other factors unrelated to underwriting decisions. Additionally, we exclude corporate G&A and interest expenses because these costs are generally fixed and not incremental to or directly related to our underwriting operations. We believe all of these amounts are largely independent of our underwriting process, and including them could hinder the analysis of trends in our underwriting operations. Net underwriting income (loss) should not be viewed as a substitute for U.S. GAAP net income before income taxes.

    The reconciliations of net underwriting income to income before income taxes (the most directly comparable U.S. GAAP financial measure) on a consolidated basis are shown below:

      Three months ended September 30   Nine months ended September 30
        2024       2023       2024       2023  
      ($ in thousands)
    Income before income tax $ 35,960     $  13,506     $ 71,911     $ 69,335  
    Add (subtract):              
    Total investment income   (28,088 )     (5,105 )     (67,033 )     (52,496 )
    Foreign exchange losses (gains)   (5,826 )     1,999       (3,245 )     (7,661 )
    Other non-underwriting income   (2,210 )     (706 )     (9,969 )     (5,738 )
    Corporate expenses   4,253       3,266       13,334       13,820  
    Interest expense   2,018       1,457       4,827       2,977  
    Net underwriting income $ 6,107     $ 14,417     $ 9,825     $ 20,237  

    The MIL Network –

  • MIL-OSI: Par Pacific Holdings Reports Third Quarter 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    HOUSTON, Nov. 04, 2024 (GLOBE NEWSWIRE) — Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific” or the “Company”) today reported its financial results for the quarter ended September 30, 2024.

    • Net Income of $7.5 million, or $0.13 per diluted share
    • Adjusted Net Loss of $(5.5) million, or $(0.10) per diluted share
    • Adjusted EBITDA of $51.4 million
    • Record logistics financial results driven by record refining throughput
    • Liquidity increased by $112.1 million while repurchasing $21.9 million of common stock

    Par Pacific reported net income of $7.5 million, or $0.13 per diluted share, for the quarter ended September 30, 2024, compared to $171.4 million, or $2.79 per diluted share, for the same quarter in 2023. Third quarter 2024 Adjusted Net Loss was $(5.5) million, compared to Adjusted Net Income of $193.4 million in the third quarter of 2023. Third quarter 2024 Adjusted EBITDA was $51.4 million, compared to $255.7 million in the third 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 third quarter financial results reflect a challenging summer refining margin environment,” said Will Monteleone, President and Chief Executive Officer. “Despite the cyclical downturn, refining system throughput set a quarterly record, our retail and logistics segments delivered consistently strong financial results, and our Hawaii SAF project has entered the construction phase. We are focused on improving operating and capital efficiency while prioritizing safe and reliable operations.”

    Refining

    The Refining segment reported operating income of $19.0 million in the third quarter of 2024, compared to $194.8 million in the third quarter of 2023. Adjusted Gross Margin for the Refining segment was $142.2 million in the third quarter of 2024, compared to $350.6 million in the third quarter of 2023.

    Refining segment Adjusted EBITDA was $20.1 million in the third quarter of 2024, compared to $233.6 million in the third quarter of 2023.

    Hawaii
    The 3-1-2 Singapore Crack Spread was $11.00 per barrel in the third quarter of 2024, compared to $23.39 per barrel in the third quarter of 2023. Throughput in the third quarter of 2024 was 81 thousand barrels per day (Mbpd), compared to 82 Mbpd for the same quarter in 2023. Production costs were $4.58 per throughput barrel in the third quarter of 2024, compared to $4.50 per throughput barrel in the same period of 2023.

    The Hawaii refinery’s Adjusted Gross Margin was $6.10 per barrel during the third quarter of 2024, including a net price lag impact of approximately $5.1 million, or $0.68 per barrel, compared to $13.47 per barrel during the third quarter of 2023.

    Montana
    The RVO Adjusted USGC 3-2-1 Index averaged $14.14 per barrel in the third quarter of 2024, compared to $29.65 in the third quarter of 2023. The Montana refinery’s throughput in the third quarter of 2024 was 57 Mbpd, compared to 55 Mbpd for the same quarter in 2023. Production costs were $11.61 per throughput barrel, compared to $10.83 per throughput barrel in the same period of 2023.

    The Montana refinery’s Adjusted Gross Margin was $12.42 per barrel during the third quarter of 2024, compared to $26.49 per barrel during the third quarter of 2023.

    Washington
    The RVO Adjusted Pacific Northwest 3-1-1-1 Index averaged $15.48 per barrel in the third quarter of 2024, compared to $35.00 per barrel in the third quarter of 2023. The Washington refinery’s throughput was 41 Mbpd in the third quarter of 2024, compared to 41 Mbpd in the third quarter of 2023. Production costs were $3.50 per throughput barrel in the third quarter of 2024, compared to $3.77 per throughput barrel in the same period of 2023.

    The Washington refinery’s Adjusted Gross Margin was $1.76 per barrel during the third quarter of 2024, compared to $12.30 per barrel during the third quarter of 2023.

    Wyoming
    The RVO Adjusted USGC 3-2-1 Index averaged $14.14 per barrel in the third quarter of 2024, compared to $29.65 per barrel in the third quarter of 2023. The Wyoming refinery’s throughput was 19 Mbpd in the third quarter of 2024, compared to 20 Mbpd in the third quarter of 2023. Production costs were $7.00 per throughput barrel in the third quarter of 2024, compared to $6.46 per throughput barrel in the same period of 2023.

    The Wyoming refinery’s Adjusted Gross Margin was $13.65 per barrel during the third quarter of 2024, including a FIFO impact of approximately $(4.7) million, or $(2.63) per barrel, compared to $37.01 per barrel during the third quarter of 2023.

    Retail

    The Retail segment reported operating income of $18.3 million in the third quarter of 2024, compared to $13.3 million in the third quarter of 2023. Adjusted Gross Margin for the Retail segment was $42.6 million in the third quarter of 2024, compared to $38.2 million in the same quarter of 2023.

    Retail segment Adjusted EBITDA was $21.0 million in the third quarter of 2024, compared to $16.7 million in the third quarter of 2023. The Retail segment reported sales volumes of 31.2 million gallons in the third quarter of 2024, compared to 31.1 million gallons in the same quarter of 2023. Third quarter 2024 same store sales fuel volumes decreased by (1.4)% while merchandise revenue increased by 3.8%, compared to third quarter of 2023.

    Logistics

    The Logistics segment reported operating income of $26.2 million in the third quarter of 2024, compared to $20.7 million in the third quarter of 2023. Adjusted Gross Margin for the Logistics segment was $36.3 million in the third quarter of 2024, compared to $35.3 million in the same quarter of 2023.

    Logistics segment Adjusted EBITDA was $33.0 million in the third quarter of 2024, compared to $29.1 million in the third quarter of 2023.

    Liquidity

    Net cash provided by operations totaled $78.5 million for the three months ended September 30, 2024, including working capital inflows of $67.2 million and deferred turnaround expenditures of $(15.6) million. Excluding these items, net cash provided by operations was $26.9 million for the three months ended September 30, 2024. Net cash provided by operations was $269.2 million for the three months ended September 30, 2023. Net cash used in investing activities totaled $(28.3) million for the three months ended September 30, 2024, consisting primarily of capital expenditures, compared to $(5.7) million for the three months ended September 30, 2023. Net cash used in financing activities totaled $(46.8) million for the three months ended September 30, 2024, compared to $(92.9) million for the three months ended September 30, 2023.

    At September 30, 2024, Par Pacific’s cash balance totaled $183.0 million, gross term debt was $546.0 million, and total liquidity was $632.5 million. Net term debt was $363.0 million at September 30, 2024. In the third quarter of 2024, the Company repurchased $21.9 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 third quarter of 2024, we recorded $(0.3) million of equity losses. Laramie’s total net loss was $(4.2) million in the third quarter of 2024, including unrealized losses on derivatives of $(0.4) million, compared to $(4.7) million in the third quarter of 2023. Laramie’s total Adjusted EBITDAX was $9.9 million in the third quarter of 2024, compared to $15.4 million in the third quarter of 2023.

    Conference Call Information

    A conference call is scheduled for Tuesday, November 5, 2024 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 November 19, 2024 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 4223997.

    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 one 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 September 30,   Nine Months Ended September 30,
        2024       2023       2024       2023  
    Revenues $ 2,143,933     $ 2,579,308     $ 6,142,236     $ 6,048,444  
    Operating expenses              
    Cost of revenues (excluding depreciation)   1,905,200       2,174,385       5,422,875       5,038,211  
    Operating expense (excluding depreciation)   147,049       145,183       444,389       330,146  
    Depreciation and amortization   31,879       35,311       96,679       87,887  
    General and administrative expense (excluding depreciation)   22,399       23,694       87,322       66,148  
    Equity earnings from refining and logistics investments   (3,008 )     (3,934 )     (12,846 )     (4,359 )
    Acquisition and integration costs   (23 )     4,669       68       17,213  
    Par West redevelopment and other costs   4,006       3,127       9,048       8,490  
    Loss on sale of assets, net   —       —       114       —  
    Total operating expenses   2,107,502       2,382,435       6,047,649       5,543,736  
    Operating income   36,431       196,873       94,587       504,708  
    Other income (expense)              
    Interest expense and financing costs, net   (23,402 )     (20,815 )     (61,720 )     (51,974 )
    Debt extinguishment and commitment costs   —       —       (1,418 )     (17,682 )
    Other income (loss), net   1,253       (43 )     (1,447 )     301  
    Equity earnings (losses) from Laramie Energy, LLC   (336 )     —       2,867       10,706  
    Total other expense, net   (22,485 )     (20,858 )     (61,718 )     (58,649 )
    Income before income taxes   13,946       176,015       32,869       446,059  
    Income tax expense   (6,460 )     (4,600 )     (10,496 )     (6,741 )
    Net income $ 7,486     $ 171,415     $ 22,373     $ 439,318  
    Weighted-average shares outstanding              
    Basic   55,729       60,223       57,283       60,241  
    Diluted   56,224       61,404       58,070       61,144  
                   
    Income per share              
    Basic $ 0.13     $ 2.85     $ 0.39     $ 7.29  
    Diluted $ 0.13     $ 2.79     $ 0.39     $ 7.18  
     
    Balance Sheet Data
    (Unaudited)
    (in thousands)
     
      September 30, 2024   December 31, 2023
    Balance Sheet Data      
    Cash and cash equivalents $ 182,977   $ 279,107
    Working capital (1)   542,690     190,042
    ABL Credit Facility   511,000     115,000
    Term debt (2)   546,021     550,621
    Total debt, including current portion   1,043,706     650,858
    Total stockholders’ equity   1,254,026     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 September 30,   Nine Months Ended September 30,
        2024       2023       2024       2023  
    Total Refining Segment              
    Feedstocks throughput (Mbpd) (1)   198.4       198.2       186.3       164.6  
    Refined product sales volume (Mbpd) (1)   216.2       217.3       200.2       178.7  
                   
    Hawaii Refinery              
    Feedstocks throughput (Mbpd)   80.7       82.3       80.4       80.9  
                   
    Yield (% of total throughput)              
    Gasoline and gasoline blendstocks   25.6 %     26.5 %     26.0 %     26.7 %
    Distillates   38.3 %     42.1 %     38.1 %     40.8 %
    Fuel oils   32.0 %     26.5 %     32.0 %     28.0 %
    Other products   0.7 %     2.1 %     0.3 %     1.5 %
    Total yield   96.6 %     97.2 %     96.4 %     97.0 %
                   
    Refined product sales volume (Mbpd)   93.5       90.0       87.8       89.2  
                   
    Adjusted Gross Margin per bbl ($/throughput bbl) (2) $ 6.10     $ 13.47     $ 10.06     $ 14.74  
    Production costs per bbl ($/throughput bbl) (3)   4.58       4.50       4.66       4.46  
    D&A per bbl ($/throughput bbl)   0.25       0.65       0.47       0.68  
                   
    Montana Refinery              
    Feedstocks Throughput (Mbpd) (1)   57.2       55.4       49.2       57.1  
                   
    Yield (% of total throughput)              
    Gasoline and gasoline blendstocks   46.5 %     50.5 %     49.5 %     49.6 %
    Distillates   34.7 %     27.7 %     31.7 %     28.2 %
    Asphalt   11.0 %     14.7 %     9.3 %     14.4 %
    Other products   4.0 %     3.4 %     4.4 %     3.5 %
    Total yield   96.2 %     96.3 %     94.9 %     95.7 %
                   
    Refined product sales volume (Mbpd) (1)   60.3       63.5       53.4       62.5  
                   
    Adjusted Gross Margin per bbl ($/throughput bbl) (2) $ 12.42     $ 26.49     $ 14.15     $ 27.74  
    Production costs per bbl ($/throughput bbl) (3)   11.61       10.83       13.16       10.10  
    D&A per bbl ($/throughput bbl)   1.82       1.63       1.69       1.69  
                   
      Three Months Ended September 30,   Nine Months Ended September 30,
        2024       2023       2024       2023  
    Washington Refinery              
    Feedstocks throughput (Mbpd)   41.1       41.0       37.9       40.5  
                   
    Yield (% of total throughput)              
    Gasoline and gasoline blendstocks   23.6 %     22.8 %     24.0 %     23.4 %
    Distillate   35.3 %     34.6 %     34.5 %     34.6 %
    Asphalt   17.4 %     20.1 %     18.6 %     19.4 %
    Other products   19.7 %     18.8 %     19.3 %     18.8 %
    Total yield   96.0 %     96.3 %     96.4 %     96.2 %
                   
    Refined product sales volume (Mbpd)   42.4       44.2       39.6       43.3  
                   
    Adjusted Gross Margin per bbl ($/throughput bbl) (2) $ 1.76     $ 12.30     $ 4.03     $ 9.91  
    Production costs per bbl ($/throughput bbl) (3)   3.50       3.77       4.28       4.00  
    D&A per bbl ($/throughput bbl)   1.81       1.79       2.00       1.81  
                   
    Wyoming Refinery              
    Feedstocks throughput (Mbpd)   19.4       19.5       18.8       17.7  
                   
    Yield (% of total throughput)              
    Gasoline and gasoline blendstocks   43.7 %     46.7 %     45.7 %     46.0 %
    Distillate   49.0 %     47.1 %     48.1 %     47.3 %
    Fuel oils   3.4 %     2.5 %     2.5 %     2.5 %
    Other products   2.3 %     1.7 %     2.2 %     1.7 %
    Total yield   98.4 %     98.0 %     98.5 %     97.5 %
                   
    Refined product sales volume (Mbpd)   20.0       19.6       19.4       18.3  
                   
    Adjusted Gross Margin per bbl ($/throughput bbl) (2) $ 13.65     $ 37.01     $ 14.42     $ 28.88  
    Production costs per bbl ($/throughput bbl) (3)   7.00       6.46       7.30       7.34  
    D&A per bbl ($/throughput bbl)   2.43       2.41       2.51       2.69  
                   
    Market Indices ($ per barrel)              
    3-1-2 Singapore Crack Spread (4) $ 11.00     $ 23.39     $ 14.04     $ 19.45  
    RVO Adj. Pacific Northwest 3-1-1-1 Index (5)   15.48       35.00       19.49       28.51  
    RVO Adj. USGC 3-2-1 Index (6)   14.14       29.65       17.79       25.96  
                   
    Crude Oil Prices ($ per barrel)              
    Brent $ 78.71     $ 85.92     $ 81.82     $ 81.93  
    WTI   75.27       82.22       77.61       77.28  
    ANS (7)   80.26       89.25       83.49       82.57  
    Bakken Clearbrook   74.41       83.58       76.22       79.38  
    WCS Hardisty   59.98       65.42       62.20       60.75  
    Brent M1-M3   1.31       1.27       1.22       0.74  
                   
    Retail Segment              
    Retail sales volumes (thousands of gallons)   31,232       31,137       91,186       87,710  

    ______________________________
    (1)   Feedstocks throughput and sales volumes per day for the Montana refinery for the three and nine months ended September 30, 2023 are calculated based on the 92 and 122-day periods for which we owned the Montana refinery during the three and nine months ended September 30, 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 and nine months ended September 30, 2023, plus the Montana refinery’s throughput or sales volumes averaged over the periods from July 1, 2023 to September 30, 2023 and June 1, 2023 to September 30, 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 and nine months ended September 30, 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)   We believe the 3-1-2 Singapore Crack Spread (or three barrels of Brent crude oil converted into one barrel of gasoline and two barrels of distillates (diesel and jet fuel)) is the most representative market indicator for our operations in Hawaii.
    (5)   We believe the RVO Adjusted Pacific Northwest 3-1-1-1 Index (or three barrels of WTI crude oil converted into one barrel of Pacific Northwest gasoline, one barrel of Pacific Northwest ULSD and one barrel of USGC VGO, less 100% of the RVO cost for gasoline and ULSD) is the most representative market indicator for our operations in Washington.
    (6)   We believe the RVO Adjusted USGC 3-2-1 Index (or three barrels of WTI crude oil converted into two barrels of USGC gasoline and one barrel of USGC ULSD, less 100% of the RVO cost) is the most representative market indicator for our operations in Montana and Wyoming.
    (7)   ANS crude price influences the Hawaii Refinery’s financial performance. Beginning in September 2024, the ANS index has been updated from a Platts marker to an Argus marker to better reflect the prompt ANS market.


    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.

    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 depreciation expense from refining and logistics investments;
    •   impairment expense;
    •   loss (gain) on sale of assets, net;
    •   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 September 30, 2024 Refining   Logistics   Retail
    Operating income $ 19,005     $ 26,164   $ 18,274
    Operating expense (excluding depreciation)   122,054       3,334     21,661
    Depreciation and amortization   22,623       5,925     2,680
    Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments   658       861     —
    Inventory valuation adjustment   14,057       —     —
    Environmental obligation mark-to-market adjustments   (4,432 )     —     —
    Unrealized gain on commodity derivatives   (31,772 )     —     —
    Gain on sale of assets, net   —       —     —
    Adjusted Gross Margin (1) $ 142,193     $ 36,284   $ 42,615
    Three months ended September 30, 2023 Refining   Logistics   Retail
    Operating income $ 194,847     $ 20,736   $ 13,315
    Operating expense (excluding depreciation)   116,949       6,135     22,099
    Depreciation and amortization   24,278       7,708     2,766
    Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments   821       698     —
    Inventory valuation adjustment   72,823       —     —
    Environmental obligation mark-to-market adjustments   (50,153 )     —     —
    Unrealized gain on commodity derivatives   (8,995 )     —     —
    Adjusted Gross Margin (1) $ 350,570     $ 35,277   $ 38,180
    Nine Months Ended September 30, 2024 Refining   Logistics   Retail
    Operating income $ 82,811     $ 64,579   $ 45,323  
    Operating expense (excluding depreciation)   365,031       11,847     67,511  
    Depreciation and amortization   66,584       19,893     8,471  
    Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments   2,037       2,550     —  
    Inventory valuation adjustment   (6,419 )     —     —  
    Environmental obligation mark-to-market adjustments   (18,199 )     —     —  
    Unrealized loss on commodity derivatives   34,061       —     —  
    Loss (gain) on sale of assets, net   —       124     (10 )
    Adjusted Gross Margin (1) $ 525,906     $ 98,993   $ 121,295  
    Nine Months Ended September 30, 2023 Refining   Logistics   Retail
    Operating income $ 502,123     $ 54,035   $ 42,009
    Operating expense (excluding depreciation)   252,802       13,178     64,166
    Depreciation and amortization   59,827       17,801     8,577
    Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments   821       905     —
    Inventory valuation adjustment   126,799       —     —
    Environmental obligation mark-to-market adjustments   (174,111 )     —     —
    Unrealized gain on commodity derivatives   (487 )     —     —
    Adjusted Gross Margin (1) $ 767,774     $ 85,919   $ 114,752

    ______________________________
    (1)   For the three and nine months ended September 30, 2024 and 2023, there was no impairment expense in Operating income. For the three months ended September 30, 2024 and the three and nine months ended September 30, 2023, there was no (gain) loss on sale of assets recorded in Operating income.


    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; and
    •   Par’s share of equity (earnings) losses from Laramie Energy, LLC, excluding cash distributions.

    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 depreciation 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 September 30,   Nine Months Ended September 30,
        2024       2023       2024       2023  
    Net income $ 7,486     $ 171,415     $ 22,373     $ 439,318  
    Inventory valuation adjustment   14,057       72,823       (6,419 )     126,799  
    Environmental obligation mark-to-market adjustments   (4,432 )     (50,153 )     (18,199 )     (174,111 )
    Unrealized loss (gain) on derivatives   (31,196 )     (9,116 )     33,756       (1,151 )
    Acquisition and integration costs   (23 )     4,669       68       17,213  
    Par West redevelopment and other costs   4,006       3,127       9,048       8,490  
    Debt extinguishment and commitment costs   —       —       1,418       17,682  
    Changes in valuation allowance and other deferred tax items (1)   5,707       —       9,238       —  
    Severance costs and other non-operating expense (2)   (1,490 )     615       14,648       1,685  
    Loss on sale of assets, net   —       —       114       —  
    Equity (earnings) losses from Laramie Energy, LLC, excluding cash distributions   336       —       (1,382 )     —  
    Adjusted Net Income (Loss) (3)   (5,549 )     193,380       64,663       435,925  
    Depreciation and amortization   31,879       35,311       96,679       87,887  
    Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain)   22,826       20,936       62,025       52,638  
    Laramie Energy, LLC cash distributions to Par   —       —       (1,485 )     (10,706 )
    Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments   1,519       1,519       4,587       1,726  
    Income tax expense (benefit)   753       4,600       1,258       6,741  
    Adjusted EBITDA (3) $ 51,428     $ 255,746     $ 227,727     $ 574,211  

    ______________________________
    (1)   For the three and nine months ended September 30, 2024, we recognized a non-cash deferred tax expense of $5.7 million and $9.2 million, respectively, related to deferred state and federal tax liabilities. This tax benefit is included in Income tax expense (benefit) on our consolidated statements of operations. For the three and nine months ended September 30, 2023, we did not have any adjustments to our valuation allowance and other deferred tax items.
    (2)   For the nine months ended September 30, 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 $2.3 million for an estimated legal settlement unrelated to current operating activities.
    (3)   For the three and nine months ended September 30, 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.

    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 September 30,   Nine Months Ended September 30,
        2024       2023     2024     2023
    Adjusted Net Income (Loss) $ (5,549 )   $ 193,380   $ 64,663   $ 435,925
    Plus: effect of convertible securities   —       —     —     —
    Numerator for diluted income (loss) per common share $ (5,549 )   $ 193,380   $ 64,663   $ 435,925
                   
    Basic weighted-average common stock shares outstanding   55,729       60,223     57,283     60,241
    Add dilutive effects of common stock equivalents (1)   —       1,181     787     903
    Diluted weighted-average common stock shares outstanding   55,729       61,404     58,070     61,144
                   
    Basic Adjusted Net Income (Loss) per common share $ (0.10 )   $ 3.21   $ 1.13   $ 7.24
    Diluted Adjusted Net Income (Loss) per common share $ (0.10 )   $ 3.15   $ 1.11   $ 7.13

    ______________________________
    (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 September 30, 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; and
    •   Par’s portion of interest, taxes, and depreciation expense 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 September 30, 2024
      Refining   Logistics   Retail   Corporate and Other
    Operating income (loss) by segment $ 19,005     $ 26,164   $ 18,274   $ (27,012 )
    Depreciation and amortization   22,623       5,925     2,680     651  
    Inventory valuation adjustment   14,057       —     —     —  
    Environmental obligation mark-to-market adjustments   (4,432 )     —     —     —  
    Unrealized gain on commodity derivatives   (31,772 )     —     —     —  
    Acquisition and integration costs   —       —     —     (23 )
    Par West redevelopment and other costs   —       —     —     4,006  
    Severance costs and other non-operating expense   —       —     —     (1,490 )
    Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments   658       861     —     —  
    Other income, net   —       —     —     1,253  
    Adjusted EBITDA (1) $ 20,139     $ 32,950   $ 20,954   $ (22,615 )
      Three Months Ended September 30, 2023
      Refining   Logistics   Retail   Corporate and Other
    Operating income (loss) by segment $ 194,847     $ 20,736   $ 13,315   $ (32,025 )
    Depreciation and amortization   24,278       7,708     2,766     559  
    Inventory valuation adjustment   72,823       —     —     —  
    Environmental obligation mark-to-market adjustments   (50,153 )     —     —     —  
    Unrealized gain on commodity derivatives   (8,995 )     —     —     —  
    Acquisition and integration costs   —       —     —     4,669  
    Par West redevelopment and other costs   —       —     —     3,127  
    Severance costs and other non-operating expenses   —       —     580     35  
    Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments   821       698     —     —  
    Other loss, net   —       —     —     (43 )
    Adjusted EBITDA (1) $ 233,621     $ 29,142   $ 16,661   $ (23,678 )
      Nine Months Ended September 30, 2024
      Refining   Logistics   Retail   Corporate and Other
    Operating income (loss) by segment $ 82,811     $ 64,579   $ 45,323     $ (98,126 )
    Depreciation and amortization   66,584       19,893     8,471       1,731  
    Inventory valuation adjustment   (6,419 )     —     —       —  
    Environmental obligation mark-to-market adjustments   (18,199 )     —     —       —  
    Unrealized loss on commodity derivatives   34,061       —     —       —  
    Acquisition and integration costs   —       —     —       68  
    Severance costs and other non-operating expenses   642       —     —       14,006  
    Par West redevelopment and other costs   —       —     —       9,048  
    Loss (gain) on sale of assets, net   —       124     (10 )     —  
    Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments   2,037       2,550     —       —  
    Other loss, net   —       —     —       (1,447 )
    Adjusted EBITDA (1) $ 161,517     $ 87,146   $ 53,784     $ (74,720 )
      Nine Months Ended September 30, 2023
      Refining   Logistics   Retail   Corporate and Other
    Operating income (loss) by segment $ 502,123     $ 54,035   $ 42,009   $ (93,459 )
    Depreciation and amortization   59,827       17,801     8,577     1,682  
    Inventory valuation adjustment   126,799       —     —     —  
    Environmental obligation mark-to-market adjustments   (174,111 )     —     —     —  
    Unrealized gain on commodity derivatives   (487 )     —     —     —  
    Acquisition and integration costs   —       —     —     17,213  
    Severance costs and other non-operating expenses   —       —     580     1,105  
    Par West redevelopment and other costs   —       —     —     8,490  
    Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments   821       905     —     —  
    Other income, net   —       —     —     301  
    Adjusted EBITDA (1) $ 514,972     $ 72,741   $ 51,166   $ (64,668 )

    ________________________________________
    (1)   For the three and nine months ended September 30, 2024 and 2023, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, or impairments associated with our investment in Laramie Energy. For three months ended September 30, 2024 and for the three and nine months ended September 30, 2023, there was no loss (gain) on sale of assets.


    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 September 30,   Nine Months Ended September 30,
        2024       2023       2024       2023  
    Net income (loss) $ (4,239 )   $ (3,479 )   $ (4,296 )   $ 54,048  
    Commodity derivative (income) loss   (5,234 )     1,889       (15,821 )     (32,951 )
    Gain (loss) on settled derivative instruments   5,584       2,775       14,220       (1,433 )
    Interest expense and loan fees   5,745       5,783       15,783       14,742  
    Gain on extinguishment of debt   —       (3,454 )     —       6,644  
    Non-cash preferred dividend   —       —       —       2,910  
    Depreciation, depletion, amortization, and accretion   8,128       9,248       24,683       22,465  
    Phantom units   (217 )     2,425       (503 )     3,171  
    Loss (gain) on sale of assets, net   (8 )     239       (8 )     307  
    Expired acreage (non-cash)   157       —       722       112  
    Total Adjusted EBITDAX (1) $ 9,916     $ 15,426     $ 34,780     $ 70,015  

    ______________________________
    (1)   For the three and nine months ended September 30, 2024 and 2023, there was no exploration and geological and geographical expense, bonus accrual, or equity-based compensation expense.

    The MIL Network –

  • MIL-OSI: Royalty Pharma and Syndax Pharmaceuticals Enter Into $350 Million Royalty Funding Agreement for Niktimvo

    Source: GlobeNewswire (MIL-OSI)

    • Proceeds expected to support the upcoming planned launches and fund the continued development of Niktimvo and revumenib
    • Expected to fund Syndax through profitability; proforma cash approaching $800 million as of June 30

    NEW YORK and WALTHAM, Mass., Nov. 04, 2024 (GLOBE NEWSWIRE) — Royalty Pharma plc (Nasdaq: RPRX) and Syndax Pharmaceuticals (Nasdaq: SNDX) today announced that Royalty Pharma has entered into a $350 million synthetic royalty funding agreement with Syndax based on U.S. net sales of Niktimvo (axatilimab-csfr).

    “We are excited to partner with Syndax, an innovative oncology company with an exciting pipeline” said Pablo Legorreta, founder and CEO of Royalty Pharma. “Niktimvo is a first-in-class product that has the potential to address the serious and devastating complications associated with chronic GVHD, where there is clear unmet need for additional treatment options. We look forward to Syndax and their partner Incyte launching Niktimvo soon and bringing this important medicine to GVHD patients.”

    “We expect this transaction to fund us through profitability, while ensuring that we continue to participate in the profits from Niktimvo and retain the upside of its future growth. With this significant infusion of capital, we are well positioned to successfully launch two first-in-class medicines and expand their opportunity with additional indications,” said Michael A. Metzger, Chief Executive Officer of Syndax. “Royalty Pharma shares our belief that Niktimvo can create significant value as a new treatment option for patients with chronic graft-versus-host disease (GVHD) and recognizes its multi-billion-dollar franchise potential.”

    Under the terms of the agreement, Syndax received an upfront payment of $350 million in exchange for a 13.8% royalty on U.S. net sales of Niktimvo. Royalty payments to Royalty Pharma will cease upon reaching a multiple of 2.35x.

    Advisors

    Gibson, Dunn & Crutcher LLP and Dechert LLP acted as legal advisors to Royalty Pharma. Goldman Sachs & Co. LLC acted as exclusive financial advisor and Cooley LLP acted as legal advisors to Syndax on the transaction.

    About Niktimvo™ (axatilimab-csfr)

    Niktimvo (axatilimab-csfr) is a first-in-class anti-CSF-1R antibody approved for use in the U.S. for the treatment of chronic graft-versus-host disease (GVHD) after failure of at least two prior lines of systemic therapy in adult and pediatric patients weighing at least 40 kg (88.2 lbs).

    In the U.S., Niktimvo will be co-commercialized by Syndax and Incyte. Incyte has exclusive commercialization rights for Niktimvo outside of the U.S. Syndax anticipates that Niktimvo will be launched in the U.S. no later than early first quarter 2025.

    In 2016, Syndax licensed exclusive worldwide rights to develop and commercialize axatilimab from UCB. In September 2021, Syndax and Incyte entered into an exclusive worldwide co-development and co-commercialization license agreement for axatilimab in chronic GVHD and any future indications.

    Axatilimab is being studied in frontline combination trials in chronic GVHD – a Phase 2 combination trial with ruxolitinib (NCT06388564) is underway and a Phase 3 combination trial with steroids is in preparation. Axatilimab is also being studied in an ongoing Phase 2 trial in patients with idiopathic pulmonary fibrosis (NCT06132256).

    Niktimvo is a trademark of Incyte.
    All other trademarks are the property of their respective owners.

    Important Safety Information
    Warnings and Precautions
    Infusion-Related Reactions

    Niktimvo™ (axatilimab-csfr) can cause infusion-related reactions. Infusion-related reactions, including hypersensitivity reactions, occurred in 18% of patients who received Niktimvo in the clinical trial (AGAVE-201), with Grade 3 or 4 reactions in 1.3%.

    Premedicate with an antihistamine and an antipyretic for patients who have previously experienced an infusion-related reaction to Niktimvo. Monitor patients for signs and symptoms of infusion-related reactions, including fever, chills, rash, flushing, dyspnea, and hypertension. Interrupt or slow the rate of infusion or permanently discontinue Niktimvo based on severity of the reaction.

    Embryo-Fetal Toxicity

    Based on its mechanism of action, Niktimvo may cause fetal harm when administered to a pregnant woman. Advise pregnant women of the potential risk to the fetus. Advise females of reproductive potential to use effective contraception during treatment with Niktimvo and for 30 days after the last dose.

    Adverse Reactions

    Serious adverse reactions occurred in 44% of patients who received Niktimvo (N=79). Serious adverse reactions in >2 patients included infection (pathogen unspecified) (14%), viral infection (14%) and respiratory failure (5.1%). Permanent discontinuation of Niktimvo due to an adverse reaction occurred in 10% of patients and dose reduction due to adverse reaction occurred in 8% of patients. Dose interruptions due to an adverse reaction occurred in 44% of patients. The adverse reactions leading to dose interruption in >2 patients were viral infection, infection (pathogen unspecified), bacterial infection, musculoskeletal pain, and pyrexia.

    The most common (≥15%) adverse reactions, including laboratory abnormalities, were increased aspartate aminotransferase (AST), infection (pathogen unspecified), increased alanine aminotransferase (ALT), decreased phosphate, decreased hemoglobin, viral infection, increased gamma glutamyl transferase (GGT), musculoskeletal pain, increased lipase, fatigue, increased amylase, increased calcium, increased creatine phosphokinase (CPK), increased alkaline phosphatase (ALP), nausea, headache, diarrhea, cough, bacterial infection, pyrexia, and dyspnea.

    Clinically relevant adverse reactions in <10% of patients who received Niktimvo included:

    • Eye disorders: periorbital edema
    • Skin and subcutaneous skin disorders: pruritus
    • Vascular disorders: hypertension

    Immunogenicity: Anti-Drug Antibody–Associated Adverse Reactions
    Across treatment arms in patients with cGVHD who received Niktimvo in clinical trials, among the patients who developed anti-drug antibodies (ADAs), hypersensitivity reactions occurred in 26% (13/50) of patients with neutralizing antibodies (NAb) and in 4% (2/45) of those without NAb.

    Use in Specific Populations
    Lactation

    Because of the potential for serious adverse reactions in a breastfed child, advise women not to breastfeed during treatment and for 30 days after the last dose of Niktimvo.

    Females and Males of Reproductive Potential

    Pregnancy Testing
    Verify pregnancy status in females of reproductive potential prior to initiating Niktimvo.

    Contraception
    Females
    Advise females of reproductive potential to use effective contraception during treatment with Niktimvo and for 30 days after the last dose of Niktimvo.

    Dosage and Administration
    Dosage Modifications for Adverse Reactions

    Monitor aspartate aminotransferase (AST), alanine aminotransferase (ALT), alkaline phosphatase (ALP), creatine phosphokinase (CPK), amylase, and lipase prior to the start of Niktimvo therapy, every 2 weeks for the first month, and every 1 to 2 months thereafter until abnormalities are resolved. See Table 1 in the Prescribing Information for more recommendations. Please see the full Prescribing Information for Niktimvo.

    About Royalty Pharma plc

    Founded in 1996, Royalty Pharma is the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry, collaborating with innovators from academic institutions, research hospitals and non-profits through small and mid-cap biotechnology companies to leading global pharmaceutical companies. Royalty Pharma has assembled a portfolio of royalties which entitles it to payments based directly on the top-line sales of many of the industry’s leading therapies. Royalty Pharma funds innovation in the biopharmaceutical industry both directly and indirectly – directly when it partners with companies to co-fund late-stage clinical trials and new product launches in exchange for future royalties, and indirectly when it acquires existing royalties from the original innovators. Royalty Pharma’s current portfolio includes royalties on more than 35 commercial products, including Vertex’s Trikafta, GSK’s Trelegy, Roche’s Evrysdi, Johnson & Johnson’s Tremfya, Biogen’s Tysabri and Spinraza, AbbVie and Johnson & Johnson’s Imbruvica, Astellas and Pfizer’s Xtandi, Novartis’ Promacta, Pfizer’s Nurtec ODT and Gilead’s Trodelvy, and 16 development-stage product candidates.

    About Syndax

    Syndax Pharmaceuticals is a commercial-stage biopharmaceutical company developing an innovative pipeline of cancer therapies. Highlights of the Company’s pipeline include revumenib, a selective menin inhibitor, and Niktimvo™ (axatilimab-csfr), an FDA-approved monoclonal antibody that blocks the colony stimulating factor 1 (CSF-1) receptor. Fueled by our commitment to reimagining cancer care, Syndax is working to unlock the full potential of its pipeline and is conducting several clinical trials across the continuum of treatment. For more information, please visit www.syndax.com.

    Royalty Pharma Forward-Looking Statements

    The information set forth herein does not purport to be complete or to contain all of the information you may desire. Statements contained herein are made as of the date of this document unless stated otherwise, and neither the delivery of this document at any time, nor any sale of securities, shall under any circumstances create an implication that the information contained herein is correct as of any time after such date or that information will be updated or revised to reflect information that subsequently becomes available or changes occurring after the date hereof.

    This document contains statements that constitute “forward-looking statements” as that term is defined in the United States Private Securities Litigation Reform Act of 1995, including statements that express the company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results, in contrast with statements that reflect historical facts. Examples include discussion of Royalty Pharma’s strategies, financing plans, growth opportunities and market growth. In some cases, you can identify such forward-looking statements by terminology such as “anticipate,” “intend,” “believe,” “estimate,” “plan,” “seek,” “project,” “expect,” “may,” “will,” “would,” “could” or “should,” the negative of these terms or similar expressions. Forward-looking statements are based on management’s current beliefs and assumptions and on information currently available to the company. However, these forward-looking statements are not a guarantee of Royalty Pharma’s performance, and you should not place undue reliance on such statements. Forward-looking statements are subject to many risks, uncertainties and other variable circumstances, and other factors. Such risks and uncertainties may cause the statements to be inaccurate and readers are cautioned not to place undue reliance on such statements. Many of these risks are outside of the company’s control and could cause its actual results to differ materially from those it thought would occur. The forward-looking statements included in this document are made only as of the date hereof. The company does not undertake, and specifically declines, any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments, except as required by law.

    Certain information contained in this document relates to or is based on studies, publications, surveys and other data obtained from third-party sources and the company’s own internal estimates and research. While the company believes these third-party sources to be reliable as of the date of this document, it has not independently verified, and makes no representation as to the adequacy, fairness, accuracy or completeness of, any information obtained from third-party sources. In addition, all of the market data included in this document involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions. Finally, while the company believes its own internal research is reliable, such research has not been verified by any independent source.

    For further information, please reference Royalty Pharma’s reports and documents filed with the U.S. Securities and Exchange Commission (“SEC”) by visiting EDGAR on the SEC’s website at www.sec.gov.

    Syndax Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend,” “believe” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These forward-looking statements are based on Syndax’s expectations and assumptions as of the date of this press release. Each of these forward-looking statements involves risks and uncertainties. Actual results may differ materially from these forward-looking statements. Forward-looking statements contained in this press release include, but are not limited to, statements about the expected use of the upfront payment, including funding of the Company through profitability; the Company’s positioning to launch its products and expand opportunity; expectations of Niktimvo’s billion-dollar franchise potential by creating significant value as a new treatment option for patients with chronic GVHD; timing for commercialization of Niktimvo in the U.S.; and the progress, timing, clinical development and scope of clinical trials. Many factors may cause differences between current expectations and actual results, including: unexpected safety or efficacy data observed during preclinical or clinical trials; clinical trial site activation or enrollment rates that are lower than expected; changes in expected or existing competition; changes in the regulatory environment; failure of Syndax’s collaborators to support or advance collaborations or product candidates; and unexpected litigation or other disputes. Other factors that may cause Syndax’s actual results to differ from those expressed or implied in the forward-looking statements in this press release are discussed in Syndax’s filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” sections contained therein. Except as required by law, Syndax assumes no obligation to update any forward-looking statements contained herein to reflect any change in expectations, even as new information becomes available.

    Royalty Pharma Investor Relations and Communications

    +1 (212) 883-6772
    ir@royaltypharma.com

    Syndax Contact

    Sharon Klahre
    +1 (781) 684-9827
    sklahre@syndax.com

    The MIL Network –

  • MIL-OSI: American Coastal Insurance Corporation to Host Their 2024 Virtual Investor Day on December 4th at 11:00 a.m. ET

    Source: GlobeNewswire (MIL-OSI)

    ST. PETERSBURG, Fla., Nov. 04, 2024 (GLOBE NEWSWIRE) — American Coastal Insurance Corporation (Nasdaq Ticker: ACIC) (“the Company”, “American Coastal” or “ACIC”) the insurance holding company of American Coastal Insurance Company (“AmCoastal”), will host their 2024 Virtual Investor Day on Wednesday, December 4, 2024, at 11:00 a.m. Eastern Time.

    During the Investor Day, American Coastal’s management team will provide an in-depth presentation of the Company’s strategic initiatives, operation strategies, and financial outlook. The formal presentations will be followed by an interactive Q&A session.

    The event will be broadcast live via webcast in the Investor Relations section of the Company’s website at investors.amcoastal.com. A replay of the video broadcast will be available following the conclusion of the event.

    About American Coastal Insurance Corporation:
    American Coastal Insurance Corporation (amcoastal.com) is the holding company of the insurance carrier, American Coastal Insurance Company, which was founded in 2007 for the purpose of insuring Condominium and Homeowner Association properties, and apartments in the state of Florida. American Coastal Insurance Company has an exclusive partnership for distribution of Condominium Association properties in the state of Florida with AmRisc Group (amriscgroup.com), one of the largest Managing General Agents in the country specializing in hurricane-exposed properties. American Coastal Insurance Company has earned a Financial Stability Rating of “A”, Exceptional’ from Demotech, and maintains an “A-” insurance financial strength rating with a Stable outlook by Kroll. ACIC maintains a ‘BB+’ issuer rating with a Stable outlook by Kroll.

    Contact Information:                
    Alexander Baty                
    Vice President, Finance & Investor Relations, American Coastal Insurance Corporation
    investorrelations@amcoastal.com
    (727) 425-8076        

    Karin Daly
    Investor Relations, Vice President, The Equity Group
    kdaly@equityny.com
    (212) 836-9623

    The MIL Network –

  • MIL-OSI Economics: ONLINE EVENT | Latin America – Spain Railway Dialogues ‘Rails towards a sustainable future”

    Source: CAF Development Bank of Latin America

    Under the title ‘Rails Towards a Sustainable Future’, this event aims to highlight the tremendous potential of rail as a mode of land transport capable of ensuring the mobility of large volumes of people and goods, boosting the economic, environmental, and social sustainability essential for the future. The Railway Dialogues will take place on November 13 and 14 at the La Moneda Cultural Center, gathering experts, government representatives, private companies, and financial institutions involved in the railway sector.

    The first day is designed to foster knowledge sharing and inter-institutional collaboration, creating an ideal setting for learning from expert insights, discovering best practices, and building valuable connections within the railway industry. Authorities from countries such as Chile, Brazil, Panama, Uruguay, and Spain will participate.

    The second day, organized by EFE as part of its 140th anniversary celebration, will address the challenges and opportunities in Chile’s railway sector, including a panel that brings in international railway perspectives with contributions from experts, authorities, and key institutions in the field.

    To mark this anniversary, the La Moneda Cultural Center will also host the exhibition ‘The Train Runs Along the Line‘, which explores the present and future of railways in Chile.

    This event wraps up a week of railway-related activities in Santiago, Chile. In the days leading up to it, the 60th Annual Assembly of the Latin American Railway Association (ALAF) and the Regional Assembly of the International Union of Railways (UIC) will take place.

    Date: November 13 and 14
    Time: 9:30 a.m. (Chile)*
    *The event will be streamed on this microsite

    MIL OSI Economics –

  • MIL-OSI Banking: Fannie Mae Announces the Results of its Thirty-third Reperforming Loan Sale Transaction

    Source: Fannie Mae

    WASHINGTON, DC – Fannie Mae (FNMA/OTCQB) today announced the results of its thirty-third reperforming loan sale transaction. The deal, announced on October 8, 2024, included the sale of 8,678 loans totaling $1,424,118,043 in unpaid principal balance (UPB), offered in three pools. The winning bidder for Pool 1 and Pool 2 was Pacific Investment Management Company LLC, and for Pool 3 was JP Morgan Mortgage Acquisitions Corp. The transaction is expected to close by December 20, 2024. The pools were marketed with Citigroup Global Markets Inc. as advisor.

    The loan pool awarded in this most recent transaction includes:

    • Pool 1: 2,924 loans with an aggregate UPB of $510,578,698; average loan size of $174,617; weighted average note rate of 3.82%; and weighted average broker’s price opinion (BPO) loan-to-value ratio of 47%.
    • Pool 2: 3,311 loans with an aggregate UPB of $524,573,434; average loan size of $158,434; weighted average note rate of 4.03%; and weighted average broker’s price opinion (BPO) loan-to-value ratio of 48%.
    • Pool 3: 2,443 loans with an aggregate UPB of $388,965,911; average loan size of $159,217; weighted average note rate of 3.96%; and weighted average broker’s price opinion (BPO) loan-to-value ratio of 49%.

    The cover bid, which is the second highest bid for the pool, was 83.55% of UPB (32.26% of BPO) for Pool 1, 84.375% of UPB (31.73% of BPO) for Pool 2, and 82.09% of UPB (31.98% of BPO) for Pool 3.

    Reperforming loans are loans that have been or are currently delinquent but have reperformed for a period of time. The terms of Fannie Mae’s reperforming loan sale require the buyer to offer loss mitigation options to any borrower who may re-default within five years following the closing of the reperforming loan sale. All purchasers are required to honor any approved or in-process loss mitigation efforts at the time of sale, including loan modifications. In addition, purchasers must offer delinquent borrowers a waterfall of loss mitigation options, including loan modifications, which may include principal forgiveness or payment deferral prior to initiating foreclosure on any loan.

    Interested bidders can register for ongoing announcements, training, and other information here. Fannie Mae will also post information about specific pools available for purchase on that page.

    MIL OSI Global Banks –

  • MIL-OSI Australia: Publicly available data to help understand tax compliance

    Source: Australian Department of Revenue

    Understand tax compliance in Australia

    An important feature of the Australian tax system is that the details of income earned and taxes paid by taxpayers are kept confidential. This applies for both people and entities. We believe this confidentiality supports full and honest disclosure to us.

    However, an interested person can use a range of tools to better understand a company’s tax position. New data sources are available to help the community understand more about the tax compliance of large corporate groups.

    We encourage community enquiries. These support an informed debate about tax compliance in Australia. Informed debate can balance speculation about low or no tax paid by some corporate groups. It can also address concern about non-compliance by the large corporate groups population in general.

    Sources of information

    Relevant sources of information about a company’s tax position include:

    • reports prepared by the corporate group itself, especially reports written under the voluntary tax transparency code
    • financial reports prepared by the corporate group and lodged, directly or indirectly, with the corporate regulator, ASIC
    • our annual publication of key financial and tax data relevant to large corporate groups under the corporate tax transparency measure
    • informed analysis and media commentary of particular corporate groups or industries including    
      • analysis of annual reports prepared by a corporate group in Australia
      • reports filed by the overseas headquarters of a multinational with operations in Australia.

    How large corporate groups are taxed

    In looking at the tax paid by a particular large corporate group, it is important to remember:

    • income tax isn’t paid on gross income, it’s paid on taxable income, meaning they may pay less or no tax in subsequent years
    • even very large corporate groups sometimes make losses that may mean they don’t pay tax in that year and, subject to integrity provisions in the law, they can carry forward and claim these as a tax deduction in future years
    • Australia generally doesn’t tax the offshore profits of corporate groups where they are comparably taxed overseas
    • the profits of businesses run through trusts are usually taxed at the investor level, not the trust level.

    Voluntary tax transparency code

    We encourage large corporate groups to adopt the voluntary tax transparency code (the Code). This includes entities treated as companies for Australian tax purposes and foreign multinationals with operations in Australia.

    The Code was developed by the Board of Taxation and endorsed by the Australian Government in the 2015–16 federal Budget. It’s designed to encourage greater transparency within the corporate sector, particularly by multinationals. It will improve the community’s understanding of the corporate sector’s compliance with Australia’s tax laws.

    We’re encouraged by the number of corporates volunteering to produce tax performance reports. By 31 August 2023:

    • over 140 corporates published reports for 2021–22
    • over 120 corporates published to date for 2022–23
    • over 20 corporates published to date for 2023–24.

    We believe this will support more informed community debate about the tax system.

    The first Voluntary Tax Transparency Code reportExternal Link for 2015–16 was published on data.gov.au in September 2016. It is updated as we receive more reports from businesses and currently includes 8 years of data. Over 210 corporates have become signatories to the Code.

    Requirement to lodge general purpose financial statements

    Most large corporates file detailed accounts with ASIC. These general purpose financial statements (GPFS) provide some tax payment details, including:

    • the amount they expect to pay as tax liabilities
    • a tax note explaining material tax adjustments, for example, profits and dividends or both from a foreign subsidiary may be exempt for income tax purposes, but treated as income in the accounts
    • any amended assessment received, subject to principles of materiality
    • information on substantial tax disputes, where the reporting entity has to disclose contingent liabilities under the Corporations Act 2001.

    Some large global entities with Australian operations may not have been required to provide full GPFS to ASIC. Sometimes they’ve been able to lodge special purpose financial statements. Separately, grandfathering provisions provided exemptions from filing GPFS with ASIC for some Australian large private companies.

    However, recent changes made to legislation means these companies will no longer be exempt from lodging financial statements with ASIC. The exemption now only applies to financial years ending on or before 9 August 2022 when the Act received royal assent.

    For income years beginning on or after 1 July 2016, legislation now requires significant global entities to lodge GPFS with us if they don’t already provide them to ASIC. We pass these to ASICExternal Link and they make them public in their document register.

    This measure increases the transparency of large multinational companies operating in Australia. Since its introduction, we’ve sent over 15,000 GPFS to ASIC.

    Corporate transparency report

    We publish limited tax details of certain large corporate taxpayers in accordance with tax returns as lodged. This is part of a global push to improve transparency and inform public debate about tax policy.

    The law requires us to publish this information each year. We also provide supporting commentary to give context to the data and help users understand the tax adjustments that may be relevant in arriving at the taxable income. Importantly, this data doesn’t get updated for subsequent ATO-initiated amendments to the returns lodged.

    The information published is drawn from tax return labels and covers:

    • name
    • ABN
    • total income
    • taxable income
    • tax payable
    • petroleum resource rent tax (PRRT) payable.

    Many companies prepare additional information available to the public that provides context to the data we publish.

    We released the 2022–23 Report of entity tax information in November 2024, published on data.gov.au.

    For more information, see:

    Other sources of information

    Some media and professional analysts study corporations and/or industries. These reports sometimes draw on detailed financial updates filed by multinational enterprises in their home jurisdiction. They can indicate taxes paid globally and sometimes taxes paid here in Australia.

    Other analyses of a corporate group’s financial and tax position might arise upon a significant or material event. This may include a merger, acquisition or takeover proposal, or a major change in their financial position following receipt of an amended tax assessment.

    MIL OSI News –

  • MIL-OSI New Zealand: Public servants should use cheaper taxi options

    Source: ACT Party

    ACT’s Finance spokesperson Todd Stephenson has written to Public Service Commissioner Sir Brian Roche, congratulating him on his appointment and suggesting that he allow public servants to use rideshare services like Uber as a more taxpayer-friendly alternative to traditional taxis.

    “There seems to be a widespread rule that public service employees are not able to claim back or expense a rideshare service used in the course of their employment, and this is unnecessarily costing taxpayers money,” says Mr Stephenson.

    “Rideshare services are typically more affordable than traditional taxi services, and there is no justification for a blanket ban on their use.

    “A 2017 report from the Taxpayers’ Union estimated savings of upwards of $3 million a year if public servants used rideshare services instead of taxis. The savings are likely to be even greater today.

    “There could be other benefits. Rideshare apps offer live location tracking and number plate verification, enhancing safety for public servants. Digital receipts that show journey start and end points add another layer of accountability that ensures travel privileges are used appropriately.

    “While ACT hopes the new Commissioner will be looking far more widely for ways to improve value for money in the public service, I hope he’ll take my suggestion on board as a ‘small, but easy’ change.”

    MIL OSI New Zealand News –

  • MIL-OSI Australia: Tables – Tax compliance of Australian corporations

    Source: Australian Department of Revenue

    Demographics of large corporate groups – data table

    The table details the data used in figure, the contribution to tax revenue from 2017–18 to 2022–23 for large corporate groups.

    Table: the contribution to tax revenue from 2017–18 to 2022–23 for large corporate groups

    $b Income tax payable

    2017–18

    2018–19

    2019–20

    2020–21

    2021–22

    2022–23

    Large Diversified Miners

    8.0

    10.2

    11.5

    14.9

    23.1

    21.0

    Oil & Gas

    1.2

    1.9

    1.3

    0.6

    1.4

    12.0

    Other Mining, Energy and Water

    6.9

    10.8

    12.1

    16.6

    18.0

    22.3

    Major Banks

    11.4

    10.1

    9.2

    8.4

    8.4

    9.9

    Other Financial Services

    6.5

    6.8

    6.4

    7.4

    8.7

    7.3

    Wholesale, Retail and Services

    13.6

    12.6

    12.5

    15.1

    17.3

    18.4

    Manufacturing, Construction and Agriculture

    3.9

    3.8

    3.7

    4.0

    5.6

    4.8

    Total large corporate groups income tax reported

    51.4

    56.2

    56.6

    67.1

    82.6

    95.6

    Macro-level analysis is giving us confidence – data tables

    The table below details the data used in figure, indexed income tax payable and pre-tax profits of ASX-listed companies.

    Table: Indexed income tax payable and pre-tax profits of ASX-listed companies

    Year

    Income tax payable ($m)

    Pre-tax profit ($m)

    Indexed income tax payable

    Indexed pre-tax profit

    2018

    28,549

    157,674

    100.0

    100.0

    2019

    29,938

    164,157

    104.9

    104.1

    2020

    31,080

    146,335

    108.9

    92.8

    2021

    37,877

    190,778

    132.7

    121.0

    2022

    43,353

    246,988

    151.9

    156.6

    The table below details the data used in figure, tax-to-income ratios of Australian public and majority foreign-owned large corporate groups.

    Table: Tax-to-income ratios of Australian public and majority foreign-owned large corporate groups from 2017 to 2023

    Year

    Majority Foreign-owned

    Australian – Public

    Australian – Public (excluding largest 10)

    Private

    2017

    1.57%

    3.19%

    1.80%

    1.44%

    2018

    1.82%

    3.25%

    1.92%

    1.81%

    2019

    1.90%

    3.44%

    1.91%

    1.44%

    2020

    1.72%

    3.47%

    1.72%

    1.51%

    2021

    1.63%

    4.13%

    1.76%

    1.79%

    2022

    2.32%

    4.29%

    2.15%

    1.72%

    2023

    3.00%

    3.72%

    2.37%

    1.48%

    The OECD four pillars of compliance – data table

    The table details the data used in figure 2, culpability penalty rates applied to large corporate groups, 2018–19 to 2023–24.

    Table: Culpability penalty rates applied to large corporate groups from 2018–19 to 2023–24

    Culpability penalty

    2018–19

    2019–20

    2020–21

    2021–22

    2022–23

    2023–24

    0 rate

    0.4

    0.7

    0.3

    0.3

    0.7

    0.4

    10% rate

    0.1

    0.1

    0.3

    0.3

    0.0

    0.3

    25% rate

    0.3

    0.1

    0.4

    0.3

    0.2

    0.3

    50% rate

    0.2

    0.1

    0.1

    0.1

    0.1

    0.0

    75% rate

    0.0

    0.0

    0.0

    0.0

    0.0

    0.0

    MIL OSI News –

  • MIL-OSI Australia: We assist and assure the tax compliance of large corporate groups

    Source: Australian Department of Revenue

    How we engage with large corporate groups

    One of our strategic aims is to sustainably reduce the tax gap. We know old approaches centred on active compliance programs of reviews and audits will not achieve that aim. Instead, our first focus is on active prevention.

    We believe the majority of taxpayers prefer to avoid tax risk where possible. To do so, they need to know where our concerns lie and our compliance stance on various aspects of the law or areas of the economy. Our goal is to only have taxpayers entering into disputes with us where they know what our position is and have made a conscious decision to operate contrary to it.

    To achieve this goal, we’re more explicit about where we have concerns. We communicate our thinking across all aspects of our compliance activities. We’re more creative and flexible in the type and form of guidance we produce. This means we now have tailored guidance products for specific purposes as well as our traditional public rulings.

    Public guidance also supports community confidence in the system by letting the public know we are identifying and dealing with matters of concern.

    Through early engagement and private advice, we also work directly with large corporate groups. This helps to identify higher risk transactions and reduce disputes. It allows us to work with the taxpayer to agree on the appropriate tax treatment before they lodge their tax return.

    Sometimes we can’t avoid disputes, and we’ll pursue matters through audit and to litigation where necessary. The community expects us to take strong action against deliberate non-compliance where we find it. A credible compliance presence also deters others from pushing the bounds of acceptable behaviour.

    Population-wide approaches to preventing non-compliance

    Large corporate groups have multiple tax obligations. The complexity in fulfilling these obligations can be costly. We’re improving the system to give more certainty and reduce corporate administrative costs. This includes continuing our focus on public guidance.

    We’ll continue to monitor the environment to understand what’s happening in the economy, tax system and business. This will ensure we provide relevant and timely guidance.

    We’ll also consult with stakeholders on their needs, so our advice is practical and contemporary. This consultation has already resulted in us developing new guidance products.

    Law companion rulings

    Law companion rulings (LCRs) provide practical certainty, in the form of a public ruling, on how we will apply significant new law. LCRs cover income tax, super and GST measures.

    Recent LCRs include:

    • LCR 2021/1 OECD hybrid mismatch rules – targeted integrity rule
    • LCR 2021/3 Temporary full expensing.

    Practical compliance guidelines

    Practical compliance guidelines (PCGs) are designed to provide a practical compliance solution where there is uncertainty, impracticality or discord between the law and current commercial practices. They may also provide our view of what constitutes a low or high-risk activity or arrangement in relation to a specific area of the law. PCGs issued cover income tax, excise and GST matters.

    Recent PCGs include:

    • PCG 2021/1 Application of market value substitution rules when there is a buy-back or redemption of hybrid securities – methodologies for determining market value for investors holding their securities on capital account
    • PCG 2021/5 Imported hybrid mismatch rule – ATO’s compliance approach
    • PCG 2024/1 Intangibles migration arrangements.

    Taxpayer alerts

    We use taxpayer alerts to flag arrangements of concern with the community, taxpayers and advisers.

    Each taxpayer alert describes an arrangement and our concerns about it. Taxpayer alerts don’t provide our interpretation of the law but outline where we currently have concerns and what we’re doing to address them. They also invite taxpayers to seek advice from independent advisers or us. We encourage this if they have or are considering entering into a similar arrangement as described in an alert.

    Taxpayer alerts help taxpayers and their advisers make more informed decisions. They stop the proliferation of tax schemes. They also support community confidence in the tax system.

    Recent taxpayer alerts include:

    • TA 2020/1 Non-arm’s length arrangements and schemes connected with the development, enhancement, maintenance, protection and exploitation of intangible assets
    • TA 2020/2 Mischaracterised arrangements and schemes connected with foreign investment into Australian entities
    • TA 2020/3 Arrangements involving interposed offshore entities to avoid interest withholding tax
    • TA 2020/4 Multiple entry consolidated groups avoiding capital gains tax through the transfer of assets to an eligible tier-1 company prior to divestment
    • TA 2020/5 Structured arrangements that provide imputation benefits on shares acquired where economic exposure is offset through use of derivative instruments
    • TA 2022/2 Treaty shopping arrangements to obtain reduced withholding tax rates.

    Working with the tax profession

    Advisers play an important role helping taxpayers meet their tax and super obligations. Because the laws are complex, we encourage taxpayers to seek high quality tax advice.

    Most tax professionals provide support for the integrity of the tax system. We work with the tax profession and explain our concerns to them at the earliest opportunity. In this way, we support them to provide appropriate advice to their clients. We also use our strong relationships with tax professionals and their representative bodies to develop our approaches.

    The Large Market Tax Advisor Principles (published August 2022) are a voluntary framework developed by the 4 largest tax advisory firms with input from the ATO and Tax Practitioners BoardExternal Link (TPB). All firms offering tax advisory services may choose to adopt the principles.

    The 4 firms have each published the principles and explanatory information on their websites, see:

    Firms that adopt and follow the principles provide added confidence to their clients, the community and the ATO about the quality of their tax advice. Adopting the framework provides confidence the firm has processes in place aimed at preventing it from being involved in proscribed engagements and particular governance arrangements for when it is advising on higher risk engagements.

    We do not regulate the framework, but we will work closely with the firms to understand how the principles are operating in practice.

    The design and publication of the framework is a positive innovation for the Australian tax profession. Increasing transparency of the role of advisers further strengthens the integrity of the tax system.

    We also seek to positively influence ethical and professional standards in a range of areas relevant to tax advisers.

    We’ll act quickly with advisers who undermine the integrity of the tax system or facilitate non-compliance. In addition to the regulatory work of the TPB, we collaborate with professional associations to uphold the reputation of the tax profession. In serious cases, promoter penalty laws may apply to promoters of tax avoidance schemes.

    The types of behaviour that cause us concern include:

    • engaging in conduct designed to frustrate and prevent the collection of facts and information and the proper administration of tax laws
    • the promotion of tax avoidance schemes.

    On 6 August 2023, the Government announced a range of reform measures to strengthen the regulatory framework to combat advisor misconduct, focused on deterring the promotion of tax exploitation schemes to large market taxpayers. We will act quickly and decisively to ensure the tax system is protected from abuse.

    Using our formal information gathering powers

    We issue formal notices to advisers and their firms known to be associated with arrangements covered by our taxpayer alerts. The notices ask for information and documents for taxpayers to whom they provided advice.

    We issue the notices to identify:

    • information about the involvement of certain known taxpayers in the schemes
    • any other taxpayers who may have been involved in the schemes
    • who designed the schemes, why they were designed and the processes involved in their design
    • what promotion of these schemes has taken place.

    We pursue a range of cases to obtain documents, including testing claims for legal professional privilege, and for the consequences of breaching information notices, which include criminal sanctions.

    Legal professional privilege

    Legal professional privilege (LPP) protects confidential communications between a lawyer and their client for the dominant purpose of providing or seeking legal advice. LPP also protects confidential communications prepared for the dominant purpose of actual or reasonably anticipated legal proceedings.

    LPP is an important common law right, as it:

    • protects a client’s privacy
    • encourages full disclosure between the client and their lawyer when obtaining and providing legal advice or services.

    We want taxpayers to get high quality advice, as this underpins the self-assessment system. Most advisers, whether at accounting or law firms, provide this and support the tax system.

    We had been concerned that in some instances, taxpayers and their advisers were incorrectly claiming LPP in an attempt to withhold material facts and evidence from us.

    In some cases, it appeared that non-legal services or services provided by non-lawyers had been artificially packaged under a purported legal services engagement to support a subsequent LPP claim.  In other cases, we saw:

    • blanket claims of privilege being made over thousands or tens of thousands of documents
    • the over-claiming of privilege
    • a lack of transparency in claims.

    This risked constraining the application of the law for the provision of information to us and hindering our audit function.

    These issues largely arose in large business privilege claims where we had issued a notice requiring them to produce information as part of an audit. In most of our engagements with large businesses, they provide us with information we need and we do not experience difficulties with managing LPP claims.

    In recognition of the need for greater coverage in education and better practices to improve its use and understanding, we developed the Compliance with formal notices – claiming legal professional privilege in response to formal notices – Legal professional privilege protocol (LPP Protocol).

    This protocol:

    • helps taxpayers and advisers making LPP claims in response to requests for information and documents we make under our formal information gathering powers
    • contains our recommended approach for identifying communications covered by LPP and making LPP claims to us
    • will result in a more efficient resolution of LPP claims for taxpayers and the ATO if steps are followed and properly embedded in a firm’s engagement and legal services practices.

    Businesses that choose not to follow the protocol and do not provide sufficient information to support their LPP claims can expect further enquiries from us.

    One-to-one engagement with large corporate groups

    We engage one-to-one with large corporate groups. This gives us assurance over approximately two-thirds of all corporate income tax.

    Differentiated engagement

    We assess the risk of each corporate group in the entire population based on our professional judgment of the:

    • transparency of their engagement with us
    • choices and behaviours evidenced in their tax affairs
    • level of risk they exhibit.

    We use the outcomes of our assessment to tailor our engagement with each large corporate group.

    Given Australia’s highly concentrated corporate tax base and the significant impact the Top 100 public and multination businesses can have on the health of our tax system, we engage with them on an ongoing basis to manage their compliance and assure their tax performance.

    We seek to clarify issues and risks as they arise. Being transparent about issues that concern us provides a catalyst to resolve them early.

    For more information about our differentiated engagement, see:

    How we gain confidence the right amount of tax is being paid

    We’re focusing on whole-of-taxpayer profiling and risk assessment using our justified trust methodology. This helps us understand the taxpayer’s business model and any tax planning motivation and opportunities they may have.

    The profile and risks involved tell us what we need to do to gain confidence each taxpayer is paying the right amount of tax.

    We’re taking a structured approach to gain this confidence by considering:

    • the taxpayer’s tax risk management and governance framework
    • whether the taxpayer is involved in any arrangements we’ve indicated we’re concerned about or consider high risk
    • understanding the tax impacts of current business activities, particularly any significant and new transactions the taxpayer has entered into
    • if the taxpayer’s accounting and tax or GST results vary, understanding why this is the case.

    Our effective tax borne (ETB) methodology provides an approach to analyse the income tax and economic performance of corporate groups. It identifies an economic group’s worldwide profit from Australian-linked business activities and the Australian and offshore tax paid on that profit.

    Essentially, the ETB determines the weighted average of the cash tax paid ratios (cash tax paid over Australian-linked profits) for each jurisdiction. Analysing and understanding a taxpayer’s ETB provides evidence of the absence of risk and assists in identifying risk.

    For more information see Appendix 3External Link – Senate Economics References Committee report on corporate tax avoidance.

    Helping corporates strengthen their tax governance

    We developed the Tax risk management and governance review guide primarily for large public businesses. It articulates better practices that boards and management can adopt to enhance governance and manage tax risk.

    The guide is designed to help businesses self-evaluate their governance framework and manage their strategic and operational tax risks. It sets out what we believe to be better tax corporate governance practices. We also provide guidance for privately owned groups to help them develop or improve the effectiveness of their tax governance framework.

    Both guides are what we recommend, rather than mandate.

    Where we are satisfied that companies have strong and lived governance, we can have increased confidence in their financial and tax reporting.

    For more information, see Tax governance for privately owned groups.

    Active prevention: one-to-one

    We recognise that willing participation supports a healthy and strong tax system. Approaches that prevent tax risks support willing participation better than corrective approaches. Our one-to-one active prevention approach seeks to influence taxpayer behaviour. We get involved before the taxpayer reports the tax outcomes of their business transactions to us.

    We apply active prevention approaches to the largest corporate taxpayers. This is important because their compliance influences not only the revenue base but also the willing participation of other taxpayers. Our one-to-one prevention includes our:

    • pre-lodgment compliance reviews
    • private rulings
    • advance pricing arrangements.

    It may also include informal guidance and interactions.

    The key is that taxpayers have openly and transparently discussed their plans and their view of the tax implications. Active prevention succeeds when clients modify their behaviour based on the concerns we raise.

    We estimate the wider revenue effects of these strategies wherever possible. Most techniques are evidence-based. We use information supplied by clients to estimate the difference in tax paid due to engaging early. This allows us to understand their proposed tax position and the impact of shifting that position, where necessary.

    Private rulings

    Early engagement discussions are a key tool we use to assist large corporate groups seeking advice on complex transactions they are considering or have already implemented. These discussions allow for timely identification and management of tax risks. It enables businesses to enter into transactions with confidence.

    Taxpayers also have the option to provide a draft ruling for review and endorsement by us. We’ll still review the arrangement proposed and ensure the appropriate application of the law before any ruling is issued. This will deliver a more streamlined process and improve the client experience.

    We recognise taxpayers are not obliged to follow our advice under our self-assessment system. Where our risk identification processes have identified a concern, we may engage in compliance activities to test if the transaction is implemented in materially the same manner as described in the private ruling request.

    As part of our assurance reviews of the largest taxpayers, we seek confirmation of facts where we provided advice to ensure it has been followed.

    Pre-lodgment compliance reviews

    Pre-lodgment compliance reviews (PCRs) are a key approach to ensuring prevention before correction. Through early engagement and a transparent relationship, we are able to work with large corporate groups to identify and resolve potential compliance concerns as they arise and before tax returns are lodged.

    Advance pricing arrangements

    Advance pricing arrangements (APAs) lock in compliant outcomes by agreeing on the criteria for transfer prices in advance of transactions occurring. They can eliminate the need for costly post-lodgment reviews and audits. They also give the community more confidence in the compliance of multinational enterprises.

    Before we agree to an APA, we need to understand the entire value chain and allocation of profits globally. We apply the same structured approach we use to gain confidence in the tax paid by large corporate groups to our analysis to determine the basis for any APA we enter into. We don’t simply look at the immediate transaction between the Australian entity and the related party.

    Under an APA, taxpayers provide us with an annual compliance report. This demonstrates how they have complied with the terms of their APA.

    The APA and our review of the annual compliance reports assure us the taxpayer is reporting the appropriate revenue on these related party transactions in their tax returns.

    MIL OSI News –

  • MIL-OSI USA: SBA Reinforces Long-Term Commitment to Maui’s Recovery from 2023 Wildfires

    Source: United States Small Business Administration

    SACRAMENTO, Calif. – Francisco Sánchez Jr., Associate Administrator for the Office of Disaster Recovery and Resilience at the U.S. Small Business Administration (SBA), reiterated SBA’s unwavering support for the recovery efforts in Maui, following the devastating wildfires of August 2023. “Since the onset of the disaster, SBA has been on the ground, committed to helping homeowners, renters, and businesses rebuild and recover from these unprecedented fires,” said Sánchez. “During my recent visit to Maui in September, it was clear that SBA’s role remains essential as we work together toward a full and resilient recovery.”

    SBA Disaster Loan Assistance Centers: Ongoing Support Across Maui

    SBA Disaster Loan Assistance Centers continue to provide essential resources and one-on-one support for Maui residents impacted by the fires. SBA representatives are actively available at the Business and Disaster Recovery Centers, Business Resource and Assessment Center, and other locations across Maui. These centers offer direct guidance on SBA’s Disaster Loan Assistance program and are open at specified times and locations.

    MAUI COUNTY
    Business Recovery Center
    Hawaii Technology Development Corp.
    Maui Research Tech Center (MRTC)
    Bldg. A, Ste. 119 (Conf. Rm.)
    590 Lipoa Pkwy.
    Kihei, HI  96753
    Mondays – Fridays, 8 a.m. – 5 p.m.

    MAUI COUNTY
    Maui Office of Recovery – West Maui
    Lahaina Gateway, Unit 102-B
    (near Ace Hardware)
    325 Keawe St.
    Lahaina, HI  96761
    Mondays, Tuesdays, Thursdays & Fridays
    8:00 a.m. – 4:30 p.m.
    Wednesdays
    8:00 a.m. – 12:30 p.m. & 1:30 p.m. – 4:30 p.m.

    MAUI COUNTY
    Council for Native Hawaiian Advancement
    70 E. Kaahumanu Ave., Unit D-1
    Kahului, HI  96732
    Mondays – Fridays, 9:00 a.m. – 5:00 p.m.

    MAUI COUNTY
    Business Resource and Assessment Center
    One Main Plaza
    2200 Main St., Ste. 100-C
    Wailuku, HI  96793
    Mondays – Fridays, 8:00 a.m. – 5:00 p.m.

    Available Resources and Application Support

    Individuals affected by the wildfires can apply for assistance in-person at any of the Maui Disaster Loan Assistance Centers, or they may apply online. For questions or additional assistance, SBA’s Customer Service Center is available at (800) 659-2955 or by email at disastercustomerservice@sba.gov. Those who are deaf, hard of hearing, or have a speech disability can dial 7-1-1 to access telecommunications relay services. A list of the current recovery center locations can be found at https://lending.sba.gov/search-disaster/?disaster=HI-00073.

    Deadlines and Application Flexibility

    The deadline for applications from businesses suffering economic injury is November 9, 2024. SBA will accept late applications if delays were caused by circumstances beyond the applicant’s control. For assistance with late applications, visit any of the four SBA Centers in Maui or contact the SBA Customer Service Center.

    SBA Disaster Loan Terms and Resilience Funding

    SBA’s disaster loans offer deferred interest accrual and repayment options to ease the recovery process:

    Interest Accrual: Begins 12 months after the initial loan disbursement. 

    Repayment Start: Begins 18 months after the initial loan disbursement. 

    SBA also offers additional funding to enhance resilience against future disasters, with loan increases of up to 20 percent to fund protective upgrades. These funds can be used for improvements that reduce potential damage or increase property safety in future disasters. There is no cost to apply, and approved applications are not obligated to accept a loan. 

    The SBA remains steadfast in its commitment to Maui’s long-term recovery, ensuring that its resources are accessible and tailored to support those affected. SBA’s disaster response and resilience efforts aim to strengthen communities and promote safety in the face of future threats.

    On October 15, 2024, it was announced that funds for the Disaster Loan Program have been fully expended. While no new loans can be issued until Congress appropriates additional funding, we remain committed to supporting disaster survivors. Applications will continue to be accepted and processed to ensure individuals and businesses are prepared to receive assistance once funding becomes available. 

    Applicants are encouraged to submit their loan applications promptly for review in anticipation of future funding.

    ###

    About the U.S. Small Business Administration
    The U.S. Small Business Administration helps power the American dream of business ownership. As the only go-to resource and voice for small businesses backed by the strength of the federal government, the SBA empowers entrepreneurs and small business owners with the resources and support they need to start, grow, expand their businesses, or recover from a declared disaster. It delivers services through an extensive network of SBA field offices and partnerships with public and private organizations.

    MIL OSI USA News –

  • MIL-OSI USA: Lagniappe for November 2024

    Source: NASA

    Explore Lagniappe for November 2024 featuring:

    NASA Stennis Takes Key Step in Expanding its Range Operations Work
    NASA Stennis Plants Artemis Moon Tree
    NASA Employees Complete Agency Leadership Program

    The month of October is known for becoming cooler in these parts, and there sure were plenty of recent cool moments for NASA Stennis that set the tone for the future.
    Last month, the center marked a milestone for testing a new SLS (Space Launch System) rocket stage to fly on future Artemis missions to the Moon and beyond.
    Crews safely lifted and installed the interstage simulator component that will be used for future testing of NASA’s exploration upper stage on the B-2 side of the Thad Cochran Test Stand.
    Why does this matter?
    When the new upper stage is ready to fly following testing at NASA Stennis, it will allow NASA to send astronauts and larger payloads to the Moon on a single mission.
    It is expected to fly on Artemis IV when astronauts will live and work in humanity’s first lunar space station, Gateway.
    How exciting! This mission will make possible new opportunities for science and preparation for human missions to Mars.
    The massive interstage simulator component lifted and installed at NASA Stennis is 103 tons, or 206,000 pounds. When you learn about the exploration upper stage, and how it functions, it makes sense. The upper stage is powered by four engines and provides more than 97,000 pounds of thrust.
    Speaking of missions to the Moon, have you ever asked yourself why are we returning to the Moon?
    A few goals NASA has set for Artemis missions include: preparing for future exploration missions deeper into space – including Mars – by developing and proving new technologies and capabilities, while learning how to live and operate on the lunar surface; finding and using water and other critical resources needed for long-term exploration; and investigating the Moon’s mysteries to learn more about Earth and the universe for the benefit of all.
    These long-term plans build on more than 50 years of NASA’s experience and are reigniting everyone’s passion for discovery.
    I believe it because the grandgators have been talking NASA nonstop lately.
    All of this culminates with inspiring the Artemis Generation and encouraging young people to pursue studies and careers in science, technology, engineering, and mathematics.
    Throughout the month of October, NASA Stennis representatives have been doing just that, sharing the cool ways NASA explores, innovates, and inspires all of humanity and the Artemis Generation.
    Such stops have included Congressman Bennie Thompson’s College and Career Fair in Greenville, Mississippi, located in the Yazoo-Mississippi Delta area, bordering the state of Arkansas; Cruisin’ the Coast, where car enthusiasts from over 37 states and Canada drive to the Mississippi Gulf Coast annually; and various college and career fairs throughout Pearl River County and Hancock County, areas where many NASA Stennis employees live.
    October indeed was a cool month, and November has started off that way, too. NASA Stennis representatives participated in the NAS Pensacola Blue Angels Homecoming Air Show Nov. 1-2, one of Pensacola’s largest events with more than 150,000 in attendance.
    It marked just the fifth time in history that the U.S. Air Force Thunderbirds and U.S. Navy Blue Angels have flown together. This event also celebrated the 55th anniversary of NASA’s lunar landing.
    Pretty cool, huh?
    > Back to Top

    NASA Stennis Achieves Milestone in Preparation for Future Artemis Testing
    NASA’s Stennis Space Center near Bay St. Louis, Mississippi, achieved a key milestone this week for testing a new SLS (Space Launch System) rocket stage to fly on future Artemis missions to the Moon and beyond.

    NASA Stennis Takes Key Step in Expanding its Range Operations Work
    NASA’s Stennis Space Center near Bay St. Louis, Mississippi, has entered into an agreement with Skydweller Aero Inc. for the company to operate its solar-powered autonomous aircraft in the site’s restricted airspace, a key step towards achieving a strategic center goal.

    NASA Stennis Conducts Water Flush at Fred Haise Test Stand

    NASA Employees Complete Agency Leadership Program

    NASA Stennis Plants Artemis Moon Tree

    NASA Stennis Crews Continue Exploration Upper Stage Preparations

    > Back to Top

    LSU Engineering Students Visit NASA Stennis

    U.S. Ambassador Visits NASA Stennis

    NASA Stennis Highlights Return to the Moon in Louisiana

    NASA Stennis Hosts Office of the Chief Information Officer Teams

    Start Your Engines: NASA Stennis Cruises on the Coast

    Stennis Hosts Family Day at INFINITY

    Java with John: Brewing Conversations and Connection with NASA Stennis Employees

    NASA Attends Blue Angels Airshow

    NASA Attends Picayune Street Fair

    > Back to Top

    > Back to Top

    Every task at NASA’s Stennis Space Center near Bay St. Louis, Mississippi, is not simply work for Tessa Keating – it is a meaningful step toward a part of something great.

    > Back to Top

    Lagniappe is published monthly by the Office of Communications at NASA’s Stennis Space Center. The NASA Stennis office may be contacted by at 228-688-3333 (phone); ssc-office-of-communications@mail.nasa.gov (email); or NASA OFFICE OF COMMUNICATIONS, Attn: LAGNIAPPE, Mail code IA00, Building 1111 Room 173, Stennis Space Center, MS 39529 (mail).
    The Lagniappe staff includes: Managing Editor Lacy Thompson, Editor Bo Black, and photographer Danny Nowlin.
    To subscribe to the monthly publication, please email the following to ssc-office-of-communications@mail.nasa.gov – name, location (city/state), email address.

    MIL OSI USA News –

  • MIL-OSI Video: Thank YOU to all VETERANS

    Source: US Army (video statements)

    : DMA

    About the U.S. Army:

    The Army Mission – our purpose – remains constant: To deploy, fight and win our nation’s wars by providing ready, prompt & sustained land dominance by Army forces across the full spectrum of conflict as part of the joint force.

    Interested in joining the U.S. Army?
    Visit: spr.ly/6001igl5L

    Connect with the U.S. Army online:
    Web: https://www.army.mil Facebook: https://www.facebook.com/USarmy/ X: https://www.twitter.com/USArmy Instagram: https://www.instagram.com/usarmy/ LinkedIn: https://www.linkedin.com/company/us-army
    #USArmy #Soldiers #Military #Shorts #VeteransDay #ThankYouForYourService

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

    MIL OSI Video –

  • MIL-OSI USA: ICYMI: Our health care system is dysfunctional: Here’s how to make America healthy again

    Source: United States House of Representatives – Representative Chip Roy (R-TX)

    WASHINGTON, D.C. – On Monday, Representative Chip Roy (TX-21) penned an op-ed in The Hill laying out a conservative vision for healthcare freedom as we enter 2025.

    The full text of the op-ed is available at the link here; some key quotes are below:

    • “American healthcare is getting more expensive but Americans aren’t getting healthier… Spending more money on government programs is not the solution. What we need is a fundamental paradigm shift toward healthcare freedom.”
    • “We must end the crony capitalism ruining our healthcare system. We must be brave enough to overhaul the government bureaucrats at NIH, CDC, and the USDA – and to take on Big Insurance, Big Hospital, Big Pharma, Big Corporations, and Big Ag.”
    • “Government-manufactured unhealthiness seems to be by design. Pharma companies, insurance companies, pharmacy benefit managers, and hospitals rarely make money off gym memberships and higher fruit and vegetable sales. By abandoning the focus on health, this makes the cost of everything in healthcare more expensive, and people are discouraged from seeking the care they need.”
    • “Instead of allowing big corporations to dominate healthcare policy, we must empower Americans and reward them for making smarter healthcare decisions…”
    • “Enough is enough. We must embrace two steps to healthcare freedom. First, we must break the grip of the cronyism that feeds us poisoned food and makes a quick buck off the “cure.” Then, we must free the system using DPC and HSAs – among other things –  to destroy the third-party paper pushers’ power to deny us an affordable and personalized relationship with the healthcare provider of our choice.”
    • “Get the government bureaucrat and corporate America out of the way of you and your farmer and you and your providers so that we can make America healthy again.”

    ###

    MIL OSI USA News –

  • MIL-OSI New Zealand: Liberia

    Source: New Zealand Ministry of Foreign Affairs and Trade – Safe Travel

    • Reviewed: 22 November 2022, 14:57 NZDT
    • Still current at: 5 November 2024

    Related news features

    If you are planning international travel at this time, please read our COVID-19 related travel advice here, alongside our destination specific travel advice below.

    Exercise increased caution in Liberia due to the unpredictable security situation and violent crime (level 2 of 4).  

    Liberia

    Violent Crime
    Violent crime occurs throughout Liberia, and there is a high incidence of armed robbery, sexual assault, mugging and residential burglary. Most crime is opportunistic but there are also organised criminal groups. Criminals are often armed, typically with a knife or a machete. The level of crime is much higher after dark. 

    As foreigners may be targeted due to their perceived wealth, avoid displaying or wearing items that appear valuable, such as mobile devices and jewellery. Walking alone or travelling after dark should be avoided. No resistance should be given if you are the victim of an armed robbery or mugging, as this could lead to an escalation in violence. Avoid travelling alone or after dark.

    Liberian police and authorities have a very limited capacity to respond and provide effective protective services, particularly outside the capital Monrovia.  

    Terrorism
     There is no history of terrorism in Liberia; however, terrorist groups remain active across West Africa and attacks in other countries have targeted beach resorts, hotels, cafes and restaurants visited by foreigners.

    New Zealanders in Liberia are advised to keep themselves informed of potential risks to safety and security by monitoring the media and other local information sources. We recommend following any instructions issued by the local authorities and exercising vigilance in public places.

    Local travel
    New Zealanders considering travel to Liberia are advised to make adequate security arrangements with a reliable organisation in advance of your arrival. 

    You should avoid local public transport. Pre-arrange transport for the duration of your stay, including to and from the airport, which is located some distance from downtown Monrovia. Taxis should be booked using a reputable company via a trusted friend or through your hotel. When travelling by road, keep doors locked and windows up at all times, as taxis have been occasionally targeted for robbery. Secure tourist facilities and accommodation are very limited and poorly maintained. Stay only in reputable accommodation with adequate guarding. Photo identification should be carried at all times.

    The security situation in Grand Gedeh and River Gee counties, which border Cote D’Ivoire, can be unstable. There are armed groups near the border and occasional cross-border attacks have occurred in the past.

    Civil Unrest
    The security situation in Liberia remains fragile. Sporadic demonstrations and local disturbances can turn violent and there is ongoing potential for unrest. Police may use tear gas and/or water cannons to disperse demonstrations.  New Zealanders in Liberia are advised to avoid all large crowds, political rallies and demonstrations as they have the potential to turn violent. 

    Scams
    Commercial and internet fraud is common in Liberia. New Zealanders should be wary of any offers that seem too good to be true, as they may be a scam. For further information see our advice on Internet Fraud and International Scams and Internet dating scams. 

    Ebola Virus Disease
    Following an Ebola outbreak in 2014, the World Health Organisation (WHO) declared Liberia free of Ebola Virus Disease (EVD) transmission in June 2016. For more information on Ebola, please see the Ministry of Health’s website and the WHO website. 

    General Travel Advice
    As there is no New Zealand diplomatic presence in Liberia, the ability of the government to provide consular assistance to New Zealand citizens is severely limited. We offer advice to New Zealanders about contingency planning that travellers to Liberia should consider. 

    Modern medical services in Liberia are very limited, so we advise New Zealanders travelling or living in Liberia to have a comprehensive travel insurance policy in place that includes provision for medical evacuation by air.

    Penalties for possession, use or trafficking of illegal drugs are severe and can include lengthy imprisonment or fines.

    Photography of government offices, airports, military establishments or officials, is prohibited, and could result in detention. If in doubt, don’t take a picture.

    Authorities may ask for proof of your identity, so carry a colour photocopy of your passport and visa for Liberia at all times. Checkpoints operate throughout the country.

    New Zealanders in Liberia are encouraged to register their details with the Ministry of Foreign Affairs and Trade.

    Travel tips

    See our regional advice for Africa

    Top of page

    MIL OSI New Zealand News –

  • MIL-OSI New Zealand: Political Attacks – Appalling attack on public service official by Minister crosses the line – PSA

    Source: PSA

    Associate Health Minister Casey Costello’s attack on the neutrality of a health official is outrageous and shows again how this Government is fearful of advice it doesn’t like.
    “Publicly attacking a public servant for giving advice that you disagree with is unacceptable within our democratic system,” said Kerry Davies, National Secretary for the Public Service Association Te Pūkenga Here Tikanga Mahi.
    “Officials are there to give robust advice so Ministers can carefully weigh all the evidence and make good decisions.
    “In this case, the official with expertise in this matter was simply doing the job expected of her by taxpayers. She was pointing out the flaws in evidence the Minister herself provided to justify a $200 million tax break for tobacco companies.
    “Taxpayers rightly expect officials to provide robust advice and evidence and challenge Ministers. It’s how our system works.
    “Of course, Ministers have a right to reject that advice, but publicly attacking an official undermines a core principle that officials must be able to give free and frank advice to enable good decision-making.”
    The Public Service Act 2020 makes that principle for officials very clear – ‘when giving advice to Ministers, to do so in a free and frank manner’, so that the public service can deliver on its purpose of supporting ‘constitutional and democratic government’.
    “The Minister talks about the need for officials to hold to ‘public sector standards of integrity and political neutrality’ – that is exactly what this official was doing,” said Kerry Davies.
    “Here we have an inexperienced Minister intimidating officials because she is simply unhappy with their advice. That is wrong.
    “The Government promised to base decisions on evidence, but it has consistently ignored the advice and evidence presented to it by officials when Ministers didn’t like it.
    “But this Minister has now gone a step too far and her public attack will have a chilling effect on officials. How is that good for our democracy?
    “The PSA will be writing to the incoming Public Service Commissioner to express our strong concerns.”

    MIL OSI New Zealand News –

  • MIL-OSI Australia: Nation-first Information Standard for lithium-ion e-bikes and e-skateboards

    Source: New South Wales Government 2

    Headline: Nation-first Information Standard for lithium-ion e-bikes and e-skateboards

    Published: 4 November 2024

    Released by: Minister for Better Regulation and Fair Trading, Minister for Transport

    In an Australian first, NSW Fair Trading is set to introduce an Information Standard for lithium-ion battery-powered e-micromobility products, as it powers up its nation-leading effort to protect consumers from safety risks posed by the increasingly popular devices. 

    Information Standards regulate what guidance and warnings are provided to consumers about goods and services, with an aim to keep purchasers informed of the risks products carry and how they should be used to avoid those risks.

    E-micromobility products include e-scooters, e-bikes, e-skateboards, self-balancing hoverboards and their associated chargers.

    If retailers in NSW do not provide product guidance mandated by an Information Standard, they could be subject to penalties of up to $5,500 for each breach.

    NSW Fair Trading’s proposed Information Standard for lithium-ion battery-powered e-micromobility devices will provide consumer advice and warnings on: 

    Fire safety and emergency procedures – identifying signs of a fire and procedures to be followed in case of an emergency.  

    Electrical safety – warnings for consumers about lithium-ion batteries, battery charging and warnings against modification of the device. 

    Product storage – information on safe storage and protection from environmental hazards. 

    Use, service and repair – information about safe use practices, what to do if there is any damage to the device, and details about service and repair centres.  

    Road rules – information urging consumers to check the road rules applicable to their device.

    End of life – best practices for disposal of devices and lithium-ion batteries. 

    The forthcoming Information Standard, which is expected to be introduced in early 2025, will support the new product safety standards for lithium-ion e-micromobility devices.

    The safety standards announced in early August require e-bikes, e-scooters, hoverboards and e-skateboards to meet new testing, certification, and marking requirements, and will be introduced in a staged process from 1 February 2025.

    The product safety standards are intended to curb the fire-risks associated with lithium-ion e-micromobility devices by ensuring low quality and dangerous versions of these products cannot enter the market and be sold on to unwitting consumers.  

    Retailers, manufacturers and suppliers will face fines of up to $825,000 for not complying with the new safety standards.

    E-micromobility products were the single largest group of lithium-ion battery-powered devices associated with fires in 2022 and 2023, with Fire and Rescue NSW recording 90 incidents related to the products in those years. There have been 72 fire-incidents connected with e-micromobility products in 2024. 

    This work by NSW Fair Trading complements the regulatory work for batteries being undertaken by the NSW Environment Protection Authority – showing that NSW is leading the way when it comes to protecting consumers, workers and the environment from battery risks now and into the future.

    NSW Fair Trading is consulting with industry stakeholders and Government agencies to determine what should be included in the Information Standard. The public can have their say at: https://www.haveyoursay.nsw.gov.au/lithium-ion-battery-powered-micromobility-vehicles until 6 December 2024.

    For more information on the new lithium-ion battery powered e-micromobility product standards, please visit: https://www.nsw.gov.au/housing-and-construction/safety-home/electrical-safety/lithium-ion-battery-safety/new-safety-standards-for-lithium-ion-batteries-e-mobility-devices 

    Minister for Better Regulation and Fair Trading Anoulack Chanthivong said:  

    “We need to ensure we have a robust regulatory framework to keep consumers safe from the potential harms posed by some lithium-ion battery-powered products.

    “This Information Standard is another step in building that framework and will provide consumers with the information they need to stay safe when using e-micromobility devices.

    “The NSW Government looks forward to working with, and hearing from stakeholders and the public, about what they think consumers need to know before they buy an e-bike or other e-micromobility product.”

    Minister for Transport Jo Haylen said:

    “As we move towards legalising the use of e-scooters and other micro-mobility devices on NSW roads, it’s vital we ensure these devices are up to standard and pass strict safety standards.

    “Ensuring that high quality lithium-ion battery-powered devices are the only ones available on the shelves will keep people safe.”

    Quotes attributable to Commissioner of NSW Fair Trading, Natasha Mann:  

    “NSW Fair Trading has been working closely with consumers, industry, and other Government agencies to ensure people are protected from the risks posed by lithium-ion e-micromobility products. 

    “While new product standards for manufacturers, retailers, and suppliers are set to come into effect from 1 February next year, an Information Standard will give people access to the guidance they need when purchasing one of these products.

    “These changes are about empowering consumers to make informed decisions when they first buy a product and knowing how to use it safely through the product’s life.”

    MIL OSI News –