Category: Economy

  • MIL-OSI United Nations: Secretary-General’s message on the International Day of Clean Energy [scroll down for French version]

    Source: United Nations secretary general

    This year, renewables are projected to become the world’s largest source of electricity generation for the first time.  Meanwhile, their prices keep plummeting.  

    On the International Day of Clean Energy, we celebrate this revolution. But we also recognise the challenges ahead.

    The end of the fossil fuel age is certain. But governments must ensure that it comes swiftly and fairly.  This is crucial to save us from the worst of the climate crisis, and to connect every person to clean energy – lifting millions out of poverty.

    This year offers an unparalleled opportunity for countries to align their climate ambitions with their national energy and development strategies. All countries have committed to produce new national climate action plans aligned with limiting global temperature rise to 1.5 degrees Celsius.  They must deliver with plans that cover all greenhouse gases and sectors; map a just fossil fuel phase-out; and contribute to the global goal to triple renewables capacity by 2030. 

    The G20 have the largest capacities and responsibilities – they must lead. All this must be achieved in line with the principle of common but differentiated responsibilities. But all countries must do more. 

    We also need action to get finance flowing to the renewables revolution in emerging markets and developing economies. That includes increasing the lending capacity of Multilateral Development Banks, tackling the high cost of capital, and taking effective action on debt.

    On the International Day of Clean Energy, let’s commit to an international era of clean energy with speed, justice, and collaboration at its core.

    ***

    Cette année, pour la première fois, les sources d’énergie renouvelables devraient devenir la plus grande source de production d’électricité au monde, et leur prix ne cesse de baisser.

    En cette Journée internationale des énergies propres, nous célébrons cette révolution, tout en étant conscients des défis qui nous attendent.

    Il est certain que l’ère des combustibles fossiles va prendre fin. Mais les gouvernements doivent veiller à ce que cette fin arrive rapidement et qu’elle soit juste. Ceci est essentiel pour nous protéger des pires conséquences de la crise climatique et donner à chacun et à chacune les moyens d’accéder à une énergie propre – sortant des millions de personnes de la pauvreté.

    Cette année offre aux pays une occasion unique d’intégrer leurs ambitions climatiques dans leurs stratégies nationales en matière d’énergie et de développement. Tous les pays se sont engagés à élaborer de nouveaux plans d’action nationaux pour le climat qui soient compatibles avec l’objectif de limiter la hausse de la température mondiale à 1,5 degré Celsius. Ils doivent présenter des plans qui couvrent tous les gaz à effet de serre et tous les secteurs, organiser un abandon progressif et juste des combustibles fossiles et contribuer à l’objectif mondial de tripler la capacité en sources d’énergie renouvelables d’ici à 2030.

    Le Groupe des 20 a les plus grandes capacités et les plus importantes responsabilités en la matière : il doit jouer le rôle de chef de file. Tout ceci doit être réalisé conformément au principe des responsabilités communes mais différenciées. Cependant, tous les pays doivent en faire davantage.

    Il faut également faire le nécessaire pour assurer le financement de la révolution des sources d’énergie renouvelables dans les économies émergentes et les économies en développement. Il s’agit notamment d’accroître la capacité de prêt des banques multilatérales de développement, de s’attaquer au coût élevé du capital et de prendre des mesures efficaces pour agir sur la dette.

    En cette Journée internationale des énergies propres, engageons-nous à favoriser l’avènement dans le monde entier d’une ère des énergies propres, avec en son cœur la rapidité, la justice et la collaboration.
     

    MIL OSI United Nations News

  • MIL-OSI: Infinera Corporation Reports Third Quarter 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    SAN JOSE, Calif., Nov. 05, 2024 (GLOBE NEWSWIRE) — Infinera Corporation (NASDAQ: INFN) today released financial results for its third quarter ended September 28, 2024.

    GAAP revenue for the quarter was $354.4 million compared to $342.7 million in the second quarter of 2024 and $392.4 million in the third quarter of 2023.

    GAAP gross margin for the quarter was 39.8% compared to 39.6% in the second quarter of 2024 and 40.3% in the third quarter of 2023. GAAP operating margin for the quarter was (3.1)% compared to (8.7)% in the second quarter of 2024 and 2.0% in the third quarter of 2023.

    GAAP net loss for the quarter was $(14.3) million, or $(0.06) per diluted share, compared to net loss of $(48.3) million, or $(0.21) per diluted share, in the second quarter of 2024, and net loss of $(9.4) million, or $(0.04) per diluted share, in the third quarter of 2023.

    Non-GAAP gross margin for the quarter was 40.4% compared to 40.3% in the second quarter of 2024 and 41.9% in the third quarter of 2023. Non-GAAP operating margin for the quarter was 3.5% compared to (1.3)% in the second quarter of 2024 and 7.7% in the third quarter of 2023.

    Non-GAAP net income for the quarter was $0.3 million, or $0.00 per diluted share, compared to non-GAAP net loss of $(14.0) million, or $(0.06) per diluted share, in the second quarter of 2024, and non-GAAP net income of $19.9 million, or $0.08 per diluted share, in the third quarter of 2023.

    During the three-months ended September 28, 2024, the Company generated positive cash flow from operations of $44.5 million and ended the quarter with cash, cash equivalents and restricted cash of $115.6 million.

    A further explanation of the use of non-GAAP financial information and a reconciliation of each of the non-GAAP financial measures to the most directly comparable GAAP financial measure can be found at the end of this press release.

    Infinera CEO, David Heard said “Our team delivered another quarter with continued sequential improvements in our financial metrics and critical service provider and webscaler design wins across our ICE-X coherent pluggables, next-generation line systems, software, and ICE7 solutions. In addition, in October we signed a non-binding preliminary memorandum of terms with the U.S. Department of Commerce for an award under the CHIPS and Science Act that, together with other federal and state incentives, could result in more than $200 million in funds for Infinera.”

    “Looking ahead, our customers remain excited about our pending acquisition by Nokia as they look forward to the combined company accelerating the pace of innovation in the industry. We are making good progress on the steps required to close the transaction, including receiving stockholder approval and attaining U.S. antitrust and CFIUS approval. There are still other regulatory approvals pending, but we believe we remain on track to close the deal in the first half of 2025,” continued Mr. Heard.

    Pending Merger with Nokia

    On June 27, 2024, Infinera, Nokia Corporation, a company incorporated under the laws of the Republic of Finland (“Nokia”) (NYSE: NOK) and Neptune of America Corporation, a Delaware corporation and wholly owned subsidiary of Nokia (“Merger Sub”) entered into an Agreement and Plan of Merger (as it may be amended, modified or waived from time to time, the “Merger Agreement”) that provides for Merger Sub to merge with and into Infinera (the “Merger”), with Infinera surviving the Merger as a wholly owned subsidiary of Nokia. The transaction is expected to close in the first half of 2025.

    In light of the proposed transaction with Nokia, and as is customary during the pendency of an acquisition, Infinera will not be providing financial guidance during the pendency of the acquisition.

    Third Quarter 2024 Investor Slides to be Made Available Online

    Investor slides reviewing Infinera’s third quarter of 2024 financial results will be furnished to the U.S. Securities and Exchange Commission (“SEC”) on a Current Report on Form 8-K and published on Infinera’s Investor Relations website at investors.infinera.com.

    Contacts:

    Media:
    Anna Vue
    Tel. +1 (916) 595-8157
    avue@infinera.com

    Investors:
    Amitabh Passi, Head of Investor Relations
    Tel. +1 (669) 295-1489
    apassi@infinera.com 

    About Infinera

    Infinera is a global supplier of innovative open optical networking solutions and advanced optical semiconductors that enable carriers, cloud operators, governments, and enterprises to scale network bandwidth, accelerate service innovation, and automate network operations. Infinera solutions deliver industry-leading economics and performance in long-haul, submarine, data center interconnect, and metro transport applications. To learn more about Infinera, visit www.infinera.com, follow us on X and LinkedIn, and subscribe for updates.

    Infinera and the Infinera logo are registered trademarks of Infinera Corporation.

    Forward-Looking Statements

    This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or Infinera’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” and “would” or the negative of these words or similar terms or expressions that concern Infinera’s expectations, strategy, priorities, plans or intentions. Forward-looking statements in this press release include, but are not limited to, statements regarding the amount Infinera could receive in government funding; and statements related to the Merger, including the timing of completion of the Merger and the future performance and benefits of the combined business.

    These forward-looking statements are based on estimates and information available to Infinera as of the date hereof and are not guarantees of actual or future performance; actual results could differ materially from those stated or implied due to risks and uncertainties. The risks and uncertainties that could cause Infinera’s results to differ materially from those expressed or implied by such forward-looking statements include statements related to the Merger, including whether the Merger may not be completed or completion may be delayed, and if the Merger Agreement is terminated, there may be a required payment of a significant termination fee by either party; the receipt of necessary approvals to complete the Merger; the possibility that due to the Merger, and uncertainty regarding the Merger, Infinera’s customers, suppliers or strategic partners may delay or defer entering into contracts or making other decisions concerning Infinera; the significance and timing of costs related to the Merger; the impact on us of litigation or other stockholder action related to the Merger; the effects on us and our stockholders if the Merger is not completed; demand growth for additional network capacity and the level and timing of customer capital spending and excess inventory held by customers beyond normalized levels; delays in the development, introduction or acceptance of new products or in releasing enhancements to existing products; aggressive business tactics by Infinera’s competitors and new entrants and Infinera’s ability to compete in a highly competitive market; supply chain and logistics issues and their impact on our business, and Infinera’s dependency on sole source, limited source or high-cost suppliers; dependence on a small number of key customers; product performance problems; the complexity of Infinera’s manufacturing process; Infinera’s ability to identify, attract, upskill and retain qualified personnel; challenges with our contract manufacturers and other third-party partners; the effects of customer and supplier consolidation; dependence on third-party service partners; Infinera’s ability to respond to rapid technological changes; failure to accurately forecast Infinera’s manufacturing requirements or customer demand; failure to secure the funding contemplated by grants Infinera may receive from governments, agencies or research organizations, or failure to comply with the terms of those grants; Infinera’s future capital needs and its ability to generate the cash flow or otherwise secure the capital necessary to meet such capital needs; the effect of global and regional economic conditions on Infinera’s business, including effects on purchasing decisions by customers; the adverse impact inflation and higher interest rates may have on Infinera by increasing costs beyond what it can recover through price increases; restrictions to our operations resulting from loan or other credit agreements; the impacts of any restructuring plans or other strategic efforts on our business; Infinera’s international sales and operations; the impacts of foreign currency fluctuations; the effective tax rate of Infinera, which may increase or fluctuate; potential dilution from the issuance of additional shares of common stock in connection with the conversion of Infinera’s convertible senior notes; Infinera’s ability to protect its intellectual property; claims by others that Infinera infringes on their intellectual property rights; security incidents, such as data breaches or cyber-attacks; Infinera’s ability to comply with various rules and regulations, including with respect to export control and trade compliance, environmental, social, governance, privacy and data protection matters; events that are outside of Infinera’s control, such as natural disasters, acts of war or terrorism, or other catastrophic events that could harm Infinera’s operations; Infinera’s ability to remediate its recently disclosed material weaknesses in internal control over financial reporting in a timely and effective manner, and other risks and uncertainties detailed in Infinera’s SEC filings from time to time; and statements of assumptions underlying any of the foregoing. More information on potential factors that may impact Infinera’s business are set forth in Infinera’s periodic reports filed with the SEC, including its Annual Report on Form 10-K for the year ended December 30, 2023, filed with the SEC on May 17, 2024, and its Quarterly Report on Form 10-Q for the quarter ended June 29, 2024, as filed with the SEC on August 2, 2024, as well as subsequent reports filed with or furnished to the SEC from time to time. These SEC filings are available on Infinera’s website at www.infinera.com and the SEC’s website at www.sec.gov. Infinera assumes no obligation to, and does not currently intend to, update any such forward-looking statements.

    Use of Non-GAAP Financial Information

    In addition to disclosing financial measures prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), this press release and the accompanying tables contain certain non-GAAP financial measures that exclude in certain cases stock-based compensation expense, amortization of acquired intangible assets, restructuring and other related costs, warehouse fire recovery, merger-related charges, foreign exchange (gains) losses, net, and income tax effects. Infinera believes these adjustments are appropriate to enhance an overall understanding of its underlying financial performance and also its prospects for the future and are considered by management for the purpose of making operational decisions. In addition, the non-GAAP financial measures presented in this press release are the primary indicators management uses as a basis for its planning and forecasting of future periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for gross margin, operating expenses, operating margin, net income (loss) and net income (loss) per common share prepared in accordance with GAAP. Non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles and are subject to limitations.

    For a description of these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial measures, please see the table titled “GAAP to Non-GAAP Reconciliations” and related footnotes.

    Infinera Corporation
    Condensed Consolidated Statements of Operations
    (In thousands, except per share data)
    (Unaudited)

      Three months ended   Nine months ended
      September
    28, 2024
      September
    30, 2023
      September
    28, 2024
      September
    30, 2023
    Revenue:              
    Product $ 276,214     $ 316,613     $ 778,008     $ 931,057  
    Services   78,184       75,756       226,051       229,615  
    Total revenue   354,398       392,369       1,004,059       1,160,672  
    Cost of revenue:              
    Cost of product   170,693       190,312       494,248       577,152  
    Cost of services   42,515       40,209       121,910       124,889  
    Amortization of intangible assets         3,528             10,621  
    Restructuring and other related costs   (24 )           652        
    Total cost of revenue   213,184       234,049       616,810       712,662  
    Gross profit   141,214       158,320       387,249       448,010  
    Operating expenses:              
    Research and development   73,283       76,846       225,223       237,234  
    Sales and marketing   35,715       41,075       118,357       124,406  
    General and administrative   34,160       29,368       101,114       89,762  
    Amortization of intangible assets   2,257       2,976       6,769       10,088  
    Merger-related charges   6,954             15,471        
    Restructuring and other related costs   (157 )     400       4,105       2,621  
    Total operating expenses   152,212       150,665       471,039       464,111  
    Income (loss) from operations   (10,998 )     7,655       (83,790 )     (16,101 )
    Other income (expense), net:              
    Interest income   874       546       2,789       1,734  
    Interest expense   (8,764 )     (7,608 )     (25,556 )     (21,795 )
    Other gain (loss), net   8,485       (7,540 )     (8,910 )     10,586  
    Total other income (expense), net   595       (14,602 )     (31,677 )     (9,475 )
    Loss before income taxes   (10,403 )     (6,947 )     (115,467 )     (25,576 )
    Provision for income taxes   3,910       2,466       8,528       12,510  
    Net loss $ (14,313 )   $ (9,413 )   $ (123,995 )   $ (38,086 )
    Net loss per common share:              
    Basic $ (0.06 )   $ (0.04 )   $ (0.53 )   $ (0.17 )
    Diluted $ (0.06 )   $ (0.04 )   $ (0.53 )   $ (0.17 )
    Weighted average shares used in computing net loss per common share:              
    Basic   235,832       228,077       233,905       225,465  
    Diluted   235,832       228,077       233,905       225,465  
     

    Infinera Corporation
    GAAP to Non-GAAP Reconciliations
    (In thousands, except percentages)
    (Unaudited)

      Three months ended   Nine months ended
      September
    28, 2024
      
      June 29,
    2024
      
      September
    30, 2023
      September 
    28, 2024
      September 
    30, 2023
    Reconciliation of Gross Profit and Gross Margin:                                      
    GAAP as reported $ 141,214     39.8 %   $ 135,594     39.6 %   $ 158,320   40.3 %   $ 387,249     38.6 %   $ 448,010     38.6 %
    Stock-based compensation expense(1)   2,084     0.6 %     1,777     0.5 %     2,515   0.7 %     5,754     0.5 %     7,672     0.7 %
    Amortization of acquired intangible assets(2)       %         %     3,528   0.9 %         %     10,621     0.9 %
    Restructuring and other related costs(3)   (24 )   (0.0) %     703     0.2 %             652     0.1 %         %
    Warehouse fire recovery(4)       %         %       %         %     (1,985 )   (0.2) %
    Non-GAAP as adjusted $ 143,274     40.4 %   $ 138,074     40.3 %   $ 164,363   41.9 %   $ 393,655     39.2 %   $ 464,318     40.0 %
                                           
    Reconciliation of Operating Expenses:                                      
    GAAP as reported $ 152,212         $ 165,403         $ 150,665       $ 471,039         $ 464,111      
    Stock-based compensation expense(1)   12,305           8,024           13,230         32,967           41,721      
    Amortization of acquired intangible assets(2)   2,257           2,256           2,976         6,769           10,088      
    Restructuring and other related costs(3)   (157 )         3,948           400         4,105           2,621      
    Merger-related charges(5)   6,954           8,517                   15,471                
    Non-GAAP as adjusted $ 130,853         $ 142,658         $ 134,059       $ 411,727         $ 409,681      
                                           
    Reconciliation of Income (Loss) from Operations and Operating Margin:                                      
    GAAP as reported $ (10,998 )   (3.1) %   $ (29,809 )   (8.7) %   $ 7,655   2.0 %   $ (83,790 )   (8.3) %   $ (16,101 )   (1.4) %
    Stock-based compensation expense(1)   14,389     4.1 %     9,801     2.8 %     15,745   3.9 %     38,721     3.8 %     49,393     4.3 %
    Amortization of acquired intangible assets(2)   2,257     0.6 %     2,256     0.7 %     6,504   1.7 %     6,769     0.7 %     20,709     1.8 %
    Restructuring and other related costs(3)   (181 )   (0.1) %     4,651     1.4 %     400   0.1 %     4,757     0.5 %     2,621     0.2 %
    Warehouse fire recovery(4)       %         %       %         %     (1,985 )   (0.2) %
    Merger-related charges(5)   6,954     2.0 %     8,517     2.5 %       %     15,471     1.5 %         %
    Non-GAAP as adjusted $ 12,421     3.5 %   $ (4,584 )   (1.3) %   $ 30,304   7.7 %   $ (18,072 )   (1.8) %   $ 54,637     4.7 %
     
        Three months ended   Nine months ended
        September
    28, 2024
          June
    29, 2024
          September
    30, 2023
          September
    28, 2024
          September
    30, 2023
    Reconciliation of Net Income (Loss):                                    
    GAAP as reported   $ (14,313 )       $ (48,287 )       $ (9,413 )       $ (123,995 )       $ (38,086 )
    Stock-based compensation expense(1)     14,389           9,801           15,745           38,721           49,393  
    Amortization of acquired intangible assets(2)     2,257           2,256           6,504           6,769           20,709  
    Restructuring and other related costs(3)     (181 )         4,651           400           4,757           2,621  
    Warehouse fire recovery(4)                                             (1,985 )
    Merger-related charges(5)     6,954           8,517                     15,471            
    Foreign exchange (gains) losses, net(6)     (8,039 )         11,690           7,527           10,099           (9,903 )
    Income tax effects(7)     (788 )         (2,604 )         (894 )         (3,775 )         2,072  
    Non-GAAP as adjusted   $ 279         $ (13,976 )       $ 19,869         $ (51,953 )       $ 24,821  
                                         
    Weighted Average Shares Used in Computing GAAP Net Income (Loss) per Common Share:                                    
    Basic     235,832           234,349           228,077           233,905           225,465  
    Diluted(8)     235,832           234,349           228,077           233,905           225,465  
                                         
    Weighted Average Shares Used in Computing Non-GAAP Net Income (Loss) per Common Share:                                    
    Basic     235,832           234,349           228,077           233,905           225,465  
    Diluted(9)     240,502           234,349           257,219           233,905           228,735  
                                         
    Reconciliation of Adjusted EBITDA (10):                                    
    Non-GAAP net income (loss)   $ 279         $ (13,976 )       $ 19,869         $ (51,953 )       $ 24,821  
    Add: Interest expense, net     7,890           7,370           7,062           22,767           20,061  
    Less: Other gain (loss), net     446           507           (13 )         1,189           683  
    Add: Income tax effects     4,698           2,529           3,360           12,303           10,438  
    Add: Depreciation     13,501           13,285           13,498           39,975           38,694  
    Non-GAAP as adjusted   $ 25,922         $ 8,701         $ 43,802         $ 21,903         $ 93,331  
                                         
    Net Income (Loss) per Common Share: GAAP                                    
    Basic   $ (0.06 )       $ (0.21 )       $ (0.04 )       $ (0.53 )       $ (0.17 )
    Diluted(8)   $ (0.06 )       $ (0.21 )       $ (0.04 )       $ (0.53 )       $ (0.17 )
                                         
    Net Income (Loss) per Common Share: Non-GAAP                                    
    Basic   $ 0.00         $ (0.06 )       $ 0.09         $ (0.22 )       $ 0.11  
    Diluted(9)   $ 0.00         $ (0.06 )       $ 0.08         $ (0.22 )       $ 0.11  
     
    (1)  Stock-based compensation expense is calculated in accordance with the fair value recognition provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation effective January 1, 2006. The following table summarizes the effects of stock-based compensation related to employees and non-employees (in thousands):
     
          Three months ended   Nine months ended
          September 28,
    2024
      June 29,
    2024
      September 30,
    2023
      September 28,
    2024
      September 30,
    2023
    Cost of revenue   $ 2,084   $ 1,777   $ 2,515   $ 5,754   $ 7,672  
    Research and development     4,623     4,497     5,734     14,232     17,557  
    Sales and marketing     3,241     2,611     3,706     9,139     11,371  
    General and administration     4,441     916     3,790     9,596     12,793  
    Total operating expenses     12,305     8,024     13,230     32,967     41,721  
      Total stock-based compensation expense   $ 14,389   $ 9,801   $ 15,745   $ 38,721   $ 49,393  
     
    (2) Amortization of acquired intangible assets consists of developed technology and customer relationships acquired in connection with the acquisitions of Coriant and Transmode AB. GAAP accounting requires that acquired intangible assets are recorded at fair value and amortized over their useful lives. As this amortization is non-cash, Infinera has excluded it from its non-GAAP gross profit, operating expenses and net income measures. Management believes the amortization of acquired intangible assets is not indicative of ongoing operating performance and its exclusion provides a better indication of Infinera’s underlying business performance.
    (3) Restructuring and other related costs are primarily associated with the reduction of headcount and the reduction of operating costs. In addition, this includes accelerated amortization on operating lease right-of-use assets due to the cessation of use of certain facilities. Management has excluded the impact of these charges in arriving at Infinera’s non-GAAP results as they are non-recurring in nature and its exclusion provides a better indication of Infinera’s underlying business performance.
    (4) Warehouse fire losses were incurred due to inventory destroyed in a warehouse fire in the third quarter of fiscal year 2022. Recoveries are recorded when they are probable of receipt. Management has excluded the impact of this loss and subsequent recoveries in arriving at Infinera’s non-GAAP results as it is non-recurring in nature and its exclusion provides a better indication of Infinera’s underlying business performance.
    (5) Merger-related charges represent costs incurred directly in connection with the pending merger with Nokia. Management has excluded the impact of these charges in arriving at Infinera’s non-GAAP results as they are non-recurring in nature and the exclusion of these charges provides a better indication of Infinera’s underlying business performance.
    (6) Foreign exchange (gains) losses, net, have been excluded from Infinera’s non-GAAP results because management believes that this expense is not indicative of ongoing operating performance and its exclusion provides a better indication of Infinera’s underlying business performance.
    (7) The difference between the GAAP and non-GAAP tax provision is due to the net tax effects of above non-GAAP adjustments. Management believes the exclusion of these tax effects provides a better indication of Infinera’s underlying business performance.
    (8) The GAAP diluted shares include potentially dilutive securities from Infinera’s stock-based benefit plans and convertible senior notes. These potentially dilutive securities are added for the computation of diluted net income per share on a GAAP basis in periods when Infinera has net income on a GAAP basis, as its inclusion provides a better indication of Infinera’s underlying business performance.
     

    For purposes of calculating GAAP diluted earnings per share, we used the following net loss and weighted average common shares outstanding (in thousands, except per share data):

        Three months ended   Nine months ended
        September
    28, 2024
      June 29,
    2024
      September
    30, 2023
      September
    28, 2024
      September
    30, 2023
    GAAP net loss for basic earnings per share   $ (14,313 )   $ (48,287 )   $ (9,413 )   $ (123,995 )   $ (38,086 )
    Interest expense related to the convertible senior notes, net of tax                              
    GAAP net loss for diluted earnings per share   $ (14,313 )   $ (48,287 )   $ (9,413 )   $ (123,995 )   $ (38,086 )
                         
    Weighted average basic common shares outstanding     235,832       234,349       228,077       233,905       225,465  
    Dilutive effect of restricted and performance share units                              
    Dilutive effect of 2024 convertible senior notes(a)                              
    Dilutive effect of 2027 convertible senior notes(b)                              
    Dilutive effect of 2028 convertible senior notes(c)                              
    Weighted average dilutive common shares outstanding     235,832       234,349       228,077       233,905       225,465  
                         
    GAAP net loss per common share:                    
    Basic   $ (0.06 )   $ (0.21 )   $ (0.04 )   $ (0.53 )   $ (0.17 )
    Diluted   $ (0.06 )   $ (0.21 )   $ (0.04 )   $ (0.53 )   $ (0.17 )
                                                 
      (a)    For the three-months ended September 28, 2024, June 29, 2024, and September 30, 2023, there were 1.4 million, 1.9 million and 1.9 million shares, respectively, excluded from the calculation of diluted net loss per share, due to their anti-dilutive effect. For the nine-months ended September 28, 2024, and September 30, 2023, there were 1.7 million, and 7.1 million shares, respectively, excluded from the calculation of diluted net loss per share, due to their anti-dilutive effect.
      (b)    For each of the three-months ended September 28, 2024, June 29, 2024, and September 30, 2023, there were 26.1 million shares excluded from the calculation of diluted net loss per share, due to their anti-dilutive effect. For each of the nine-months ended September 28, 2024, and September 30, 2023, there were 26.1 million shares excluded from the calculation of diluted net loss per share, due to their anti-dilutive effect.
      (c)    For each of the three-months ended September 28, 2024, June 29, 2024, and September 30, 2023, there were no shares excluded from the calculation of diluted net loss per share. For the nine-months ended September 28, 2024, there were no shares excluded from the calculation of diluted net loss per share. For the nine-months ended September 30, 2023, there were 1.2 million shares excluded from the calculation of diluted net loss per share, due to their anti-dilutive effect.
    (9) The non-GAAP diluted shares include the potentially dilutive securities from Infinera’s stock-based benefit plans and convertible senior notes. These potentially dilutive securities are added for the computation of diluted net income per share on a non-GAAP basis in periods when Infinera has net income on a non-GAAP basis as its inclusion provides a better indication of Infinera’s underlying business performance. Refer to the diluted earnings per share reconciliation presented below.
       

    For purposes of calculating non-GAAP diluted earnings per share, we used the following net income (loss) and weighted average common shares outstanding (in thousands, except per share data):

            Three months ended   Nine months ended
            September 28, 2024   June 29, 2024   September 30, 2023   September 28, 2024   September 30, 2023
    Non-GAAP net income (loss) for basic earnings per share   $ 279   $ (13,976 )   $ 19,869   $ (51,953 )   $ 24,821  
    Interest expense related to the convertible senior notes, net of tax               1,359            
    Non-GAAP net income (loss) for diluted earnings per share   $ 279   $ (13,976 )   $ 21,228   $ (51,953 )   $ 24,821  
                             
    Weighted average basic common shares outstanding     235,832     234,349       228,077     233,905       225,465  
    Dilutive effect of restricted and performance share units     4,670           1,123           2,005  
    Dilutive effect of employee stock purchase plan                         70  
    Dilutive effect of 2024 convertible senior notes(a)               1,899            
    Dilutive effect of 2027 convertible senior notes(b)               26,120            
    Dilutive effect of 2028 convertible senior notes(c)                         1,195  
    Weighted average dilutive common shares outstanding     240,502     234,349       257,219     233,905       228,735  
                             
    Non-GAAP net income (loss) per common share:                    
    Basic   $ 0.00   $ (0.06 )   $ 0.09   $ (0.22 )   $ 0.11  
    Diluted   $ 0.00   $ (0.06 )   $ 0.08   $ (0.22 )   $ 0.11  
                                             
      (a)    For the three-months ended September 28, 2024, and June 29, 2024, there were 1.4 million, and 1.9 million shares, respectively, excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect. For the three-months ended September 30, 2023, there were no shares excluded from the calculation of diluted net income per share. For the nine-months ended September 28, 2024, and September 30, 2023, there were 1.7 million, and 7.1 million shares, respectively, excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect.
      (b)    For each of the three-months ended September 28, 2024, and June 29, 2024, there were 26.1 million shares excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect. For the three-months ended September 30, 2023, there were no shares excluded from the calculation of diluted net income per share. For each of the nine-months ended September 28, 2024, and September 30, 2023, there were 26.1 million shares excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect.
      (c)    For each of the three-months ended September 28, 2024, June 29, 2024, and September 30, 2023, there were no shares excluded from the calculation of diluted net income (loss) per share. For each of the nine-months ended September 28, 2024, and September 30, 2023, there were no shares excluded from the calculation of diluted net income (loss) per share.
    (10) Adjusted EBITDA is a non-GAAP supplemental measure of operating performance that does not represent and should not be considered an alternative to operating loss or cash flow from operations, as determined by GAAP. Infinera’s adjusted EBITDA is calculated by excluding the above non-GAAP adjustments, interest expense, net, other gain (loss), net, income tax effects and depreciation expenses. Management believes that adjusted EBITDA is an important financial measure for use in evaluating Infinera’s financial performance, as it measures the ability of our business operations to generate cash.
       

    Infinera Corporation
    GAAP to Non-GAAP Reconciliations
    (In thousands)
    (Unaudited) 

    Free Cash Flow

    We define free cash flow as net cash provided by (used in) operating activities in the period minus the purchase of property and equipment made in the period.

    Free cash flow is considered a non-GAAP financial measure under the SEC’s rules. Management believes that free cash flow is an important financial measure for use in evaluating Infinera’s financial performance, as it measures our ability to generate additional cash from our business operations. Free cash flow should be considered in addition to, rather than as a substitute for, net loss as a measure of our performance or net cash provided by (used in) operating activities as a measure of our liquidity. Additionally, our definition of free cash flow is limited and does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other obligations. Therefore, we believe it is important to view free cash flow as supplemental to our entire statement of cash flows.

        Three months ended   Nine months ended
        September
    28, 2024
      June 29,
    2024
      September
    30, 2023
      September
    28, 2024
      September
    30, 2023
    Net cash provided by (used in) operating activities   $ 44,563     $ (59,954 )   $ (29,793 )   $ 8,635     $ (30,142 )
    Purchase of property and equipment     (24,090 )     (14,582 )     (13,318 )     (46,748 )     (40,900 )
    Free cash flow   $ 20,473     $ (74,536 )   $ (43,111 )   $ (38,113 )   $ (71,042 )
     

    Infinera Corporation
    Condensed Consolidated Balance Sheets
    (In thousands, except par values)
    (Unaudited)

      September 28,
    2024
      December 30,
    2023
    ASSETS      
    Current assets:      
    Cash and cash equivalents $ 115,089     $ 172,505  
    Short-term restricted cash   42       517  
    Accounts receivable, net   288,265       381,981  
    Inventory   356,119       431,163  
    Prepaid expenses and other current assets   162,560       129,218  
    Total current assets   922,075       1,115,384  
    Property, plant and equipment, net   231,190       206,997  
    Operating lease right-of-use assets   39,359       39,973  
    Intangible assets, net   18,050       24,819  
    Goodwill   237,509       240,566  
    Long-term restricted cash   446       837  
    Other long-term assets   57,128       50,662  
    Total assets $ 1,505,757     $ 1,679,238  
    LIABILITIES AND STOCKHOLDERS’ EQUITY      
    Current liabilities:      
    Accounts payable $ 259,225     $ 299,005  
    Accrued expenses and other current liabilities   137,078       110,758  
    Accrued compensation and related benefits   48,683       85,203  
    Short-term debt, net   10,473       25,512  
    Accrued warranty   12,635       17,266  
    Deferred revenue   116,332       136,248  
    Total current liabilities   584,426       673,992  
    Long-term debt, net   667,205       658,756  
    Long-term accrued warranty   12,554       15,934  
    Long-term deferred revenue   21,626       21,332  
    Long-term deferred tax liability   1,770       1,805  
    Long-term operating lease liabilities   44,563       47,464  
    Other long-term liabilities   39,767       43,364  
    Commitments and contingencies      
    Stockholders’ equity:      
    Preferred stock, $0.001 par value
    Authorized shares – 25,000 and no shares issued and outstanding
             
    Common stock, $0.001 par value
    Authorized shares – 500,000 as of September 28, 2024 and December 30, 2023   
    Issued and outstanding shares – 236,296 as of September 28, 2024 and 230,994 as of December 30, 2023
      236       231  
    Additional paid-in capital   2,012,820       1,976,014  
    Accumulated other comprehensive loss   (30,409 )     (34,848 )
    Accumulated deficit   (1,848,801 )     (1,724,806 )
    Total stockholders’ equity   133,846       216,591  
    Total liabilities and stockholders’ equity $ 1,505,757     $ 1,679,238  
     

    Infinera Corporation
    Condensed Consolidated Statements of Cash Flows
    (In thousands)
    (Unaudited)

      Nine months ended
      September 28,
    2024
      September 30,
    2023
    Cash Flows from Operating Activities:      
    Net loss $ (123,995 )   $ (38,086 )
    Adjustments to reconcile net loss to net cash provided by (used in) operating activities:      
    Depreciation and amortization   46,744       59,403  
    Non-cash restructuring charges and other related costs   32       1,183  
    Amortization of debt issuance costs and discount   2,750       2,970  
    Operating lease expense   6,905       6,402  
    Stock-based compensation expense   38,721       49,393  
    Other, net   139       (683 )
    Changes in assets and liabilities:      
    Accounts receivable   92,364       89,248  
    Inventory   74,527       (82,983 )
    Prepaid expenses and other current assets   (48,141 )     16,811  
    Accounts payable   (57,127 )     (27,798 )
    Accrued expenses and other current liabilities   (5,386 )     (46,163 )
    Deferred revenue   (18,898 )     (59,839 )
    Net cash provided by (used in) operating activities   8,635       (30,142 )
    Cash Flows from Investing Activities:      
    Purchase of property and equipment   (46,748 )     (40,900 )
    Net cash used in investing activities   (46,748 )     (40,900 )
    Cash Flows from Financing Activities:      
    Proceeds from issuance of 2028 Notes, net of discount         98,751  
    Repayment of 2024 Notes   (18,747 )     (83,446 )
    Payment of debt issuance cost         (2,108 )
    Proceeds from asset-based revolving credit facility   50,000        
    Repayment of asset-based revolving credit facility   (40,000 )      
    Repayment of mortgage payable   (354 )     (381 )
    Principal payments on finance lease obligations   (469 )     (784 )
    Payment of term license obligation   (7,882 )     (7,720 )
    Proceeds from issuance of common stock   5       14,931  
    Tax withholding paid on behalf of employees for net share settlement   (1,860 )     (2,217 )
    Net cash (used in) provided by financing activities   (19,307 )     17,026  
    Effect of exchange rate changes on cash   (862 )     (8,551 )
    Net change in cash, cash equivalents and restricted cash   (58,282 )     (62,567 )
    Cash, cash equivalents and restricted cash at beginning of period   173,859       189,203  
    Cash, cash equivalents and restricted cash at end of period(1) $ 115,577     $ 126,636  
     

    Infinera Corporation
    Condensed Consolidated Statements of Cash Flows
    (In thousands)
    (Unaudited)

      Nine months ended
      September 28,
    2024
      September 30,
    2023
    Supplemental disclosures of cash flow information:      
    Cash paid for income taxes, net $ 18,205   $ 9,955  
    Cash paid for interest $ 25,967   $ 21,579  
    Supplemental schedule of non-cash investing and financing activities:      
    Property and equipment included in accounts payable and accrued liabilities $ 26,779   $ 18,529  
    Transfer of inventory to fixed assets $   $ 1,207  
    Unpaid term licenses (included in accounts payable, accrued liabilities and other long-term liabilities) $ 16,380   $ 16,510  
                 
                 

    (1) Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets (in thousands):

      September 28,
    2024
      September 30,
    2023
    Cash and cash equivalents $ 115,089   $ 123,927  
    Short-term restricted cash   42     1,725  
    Long-term restricted cash   446     984  
    Total cash, cash equivalents and restricted cash $ 115,577   $ 126,636  
     

    Infinera Corporation
    Supplemental Financial Information
    (Unaudited)

          Q4’22   Q1’23   Q2’23   Q3’23   Q4’23   Q1’24   Q2’24   Q3’24
    GAAP Revenue $(Mil)   $ 485.9     $ 392.1     $ 376.2     $ 392.4     $ 453.5     $ 306.9     $ 342.7     $ 354.4  
    GAAP Gross Margin %     37.1 %     37.5 %     38.0 %     40.3 %     38.6 %     36.0 %     39.6 %     39.8 %
      Non-GAAP Gross Margin %(1)     38.7 %     38.8 %     39.3 %     41.9 %     39.6 %     36.6 %     40.3 %     40.4 %
    GAAP Revenue Composition:                                
    Domestic %     61 %     60 %     58 %     59 %     68 %     54 %     58 %     60 %
    International %     39 %     40 %     42 %     41 %     32 %     46 %     42 %     40 %
    Customers >10% of Revenue     1             1       1       1                   2  
    Cash Related Information:                                
    Cash from Operations $(Mil)   $ (0.6 )   $ (1.8 )   $ 1.4     $ (29.7 )   $ 79.6     $ 24.0     $ (59.9 )   $ 44.5  
    Capital Expenditures $(Mil)   $ 8.3     $ 16.8     $ 10.8     $ 13.3     $ 21.4     $ 8.1     $ 14.6     $ 24.0  
    Depreciation & Amortization $(Mil)   $ 19.8     $ 19.6     $ 19.8     $ 20.0     $ 19.4     $ 15.4     $ 15.6     $ 15.7  
    DSOs(2)     79       78       79       76       77       79       76       74  
    Inventory Metrics:                                
    Raw Materials $(Mil)   $ 48.7     $ 67.6     $ 85.4     $ 110.4     $ 133.6     $ 132.5     $ 119.4     $ 105.2  
    Work in Process $(Mil)   $ 66.6     $ 71.8     $ 71.9     $ 69.9     $ 68.4     $ 68.6     $ 68.7     $ 67.6  
    Finished Goods $(Mil)   $ 259.6     $ 273.6     $ 270.1     $ 276.6     $ 229.2     $ 219.6     $ 196.1     $ 183.3  
    Total Inventory $(Mil)   $ 374.9     $ 413.0     $ 427.4     $ 456.9     $ 431.2     $ 420.7     $ 384.2     $ 356.1  
    Inventory Turns(3)     3.4       2.4       2.2       2.1       2.5       1.8       2.0       2.3  
    Worldwide Headcount     3,267       3,351       3,365       3,369       3,389       3,323       3,334       3,340  
    Weighted Average Shares Outstanding (in thousands):                                
    Basic     219,921       222,393       225,922       228,077       230,509       231,533       234,349       235,832  
    Diluted     258,030       265,921       262,712       257,219       259,210       260,980       265,591       267,999  
       
    (1) Non-GAAP adjustments include stock-based compensation expense, amortization of acquired intangible assets, restructuring and other related costs and warehouse fire recovery. For a description of this non-GAAP financial measure, please see the section titled, “GAAP to Non-GAAP Reconciliations” of this press release for a reconciliation to the most directly comparable GAAP financial measures. For reconciliations of prior periods that are not otherwise provided herein, see the prior period earnings releases available on our Investor Relations webpage.
    (2) Infinera calculates DSO based on 91 days. Fiscal year 2022 was 53 weeks and the fourth quarter of fiscal year 2022 was 98 days. When calculation is based on 98 days, DSO was 85 days for the fourth quarter of fiscal year 2022.
    (3) Infinera calculates non-GAAP inventory turns as annualized non-GAAP cost of revenue, which is calculated as GAAP cost of revenue less stock-based compensation expense, amortization of acquired intangible assets, restructuring and other related costs and warehouse fire recovery, as illustrated in the reconciliation of gross profit above, divided by the average inventory for the quarter.
       

    The MIL Network

  • MIL-OSI: Carlyle Secured Lending, Inc. Announces Financial Results For Third Quarter Ended 2024, Declares Fourth Quarter 2024 Dividends of $0.45 Per Common Share

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Nov. 05, 2024 (GLOBE NEWSWIRE) — Carlyle Secured Lending, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “CGBD” or the “Company”) (NASDAQ: CGBD) today announced its financial results for its third quarter ended September 30, 2024. Justin Plouffe, CGBD’s Chief Executive Officer said, “We delivered consistent performance in the third quarter of 2024, capitalizing on increased new deal activity and the strength of our existing portfolio companies. With another strong quarter of originations, we benefited from access to the broader Carlyle Global Credit Platform, as we supplemented our core cash flow strategy with differentiated deal flow and specialty lending capabilities. We remain disciplined in our investment and portfolio management approach and are committed to executing on our strategy of providing investors with resilient, stable cash flows and principal protection.”

    Net investment income for the third quarter of 2024 was $0.47 per common share with Adjusted Net Investment Income Per Share(1) of $0.49 after adjusting for the acceleration of debt issuance costs relating to the 2015-1R CLO Reset (as defined below), net of incentive fees. Net asset value per common share decreased by 0.6% for the third quarter to $16.85 from $16.95 as of June 30, 2024. The total fair value of our investments was $1.7 billion as of September 30, 2024.

    Dividends

    On November 4, 2024, the Board of Directors declared a base quarterly common dividend of $0.40 per share plus a supplemental common dividend of $0.05 per share. The dividends are payable on January 17, 2025 to common stockholders of record on December 31, 2024.

    On September 26, 2024, the Company declared a cash dividend on the Preferred Stock for the period from July 1, 2024 to September 30, 2024 in the amount of $0.438 per Preferred Share to the holder of record on September 30, 2024.

    Conference Call

    The Company will host a conference call at 11:00 a.m. Eastern Time on Wednesday, November 6, 2024 to discuss these quarterly financial results. The conference call will be available via public webcast via a link on Carlyle Secured Lending’s website and will also be available on our website soon after the call’s completion.

    Non-GAAP Financial Measures

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

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

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

    • On July 2, 2024, Carlyle Direct Lending CLO 2015-1R LLC, a wholly-owned and consolidated subsidiary of the Company, completed the refinancing of its outstanding notes by redeeming the notes in full and issuing new notes and loans (the “2015-1R CLO Reset”). Refer to Note 8, Borrowings, in the Company’s Form 10-Q for the Quarterly Period ended September 30, 2024 for more information on the refinancing. In connection with the refinancing, the debt issuance costs were accelerated in accordance with GAAP.

    Carlyle Secured Lending, Inc.

    CGBD is an externally managed specialty finance company focused on lending to middle-market companies. CGBD is managed by Carlyle Global Credit Investment Management L.L.C., an SEC-registered investment adviser and a wholly owned subsidiary of The Carlyle Group Inc. Since it commenced investment operations in May 2013 through September 30, 2024, CGBD has invested approximately $8.5 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. CGBD’s investment objective is to generate current income and capital appreciation primarily through debt investments in U.S. middle market companies. CGBD has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended.

    Web: carlylesecuredlending.com

    About Carlyle   

    Carlyle (“Carlyle,” or the “Adviser”) (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across three business segments: Global Private Equity, Global Credit and Global Investment Solutions. With $435 billion of assets under management as of June 30, 2024, Carlyle’s purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. Carlyle employs more than 2,200 employees in 28 offices across four continents. Further information is available at www.carlyle.com. Follow Carlyle on X @OneCarlyle and LinkedIn at The Carlyle Group.

    Contacts:

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

    The MIL Network

  • MIL-OSI: H&R Block to Participate in the Northcoast Research 2024 Management Fall Forum

    Source: GlobeNewswire (MIL-OSI)

    KANSAS CITY, Mo., Nov. 05, 2024 (GLOBE NEWSWIRE) — H&R Block, Inc. (NYSE: HRB) today announced that Jeff Jones, President and Chief Executive Officer, and Tiffany Mason, Chief Financial Officer, will host virtual investor meetings at the Northcoast Research 2024 Management Fall Forum on Tuesday, November 12, 2024.

    To request a meeting, please contact your Northcoast Research salesperson.

    About H&R Block
    H&R Block, Inc. (NYSE: HRB) provides help and inspires confidence in its clients and communities everywhere through global tax preparation services, financial products, and small-business solutions. The company blends digital innovation with human expertise and care as it helps people get the best outcome at tax time, and be better with money using its mobile banking app, Spruce. Through Block Advisors and Wave, the company helps small-business owners thrive with year-round bookkeeping, payroll, advisory, and payment processing solutions. For more information, visit H&R Block News.

    For Further Information

    The MIL Network

  • MIL-OSI: Devon Energy Reports Third-Quarter 2024 Results and Declares Quarterly Dividend

    Source: GlobeNewswire (MIL-OSI)

    OKLAHOMA CITY, Nov. 05, 2024 (GLOBE NEWSWIRE) — Devon Energy Corp. (NYSE: DVN) today reported financial and operational results for the third-quarter 2024. The company also declared its quarterly dividend and provided an updated 2024 outlook. Devon’s earnings release, supplemental financial tables, guidance and related earnings presentation can be accessed via the Investor Relations section of Devon’s website, www.devonenergy.com.

    The company’s third-quarter conference call will be held at 10:00 a.m. Central time (11:00 a.m. Eastern time) on Wednesday, Nov. 6, 2024, and will serve primarily as a forum for analyst and investor questions and answers.

    ABOUT DEVON ENERGY

    Devon Energy is a leading oil and gas producer in the U.S. with a premier multi-basin portfolio headlined by a world-class acreage position in the Delaware Basin. Devon’s disciplined cash-return business model is designed to achieve strong returns, generate free cash flow and return capital to shareholders, while focusing on safe and sustainable operations. For more information, please visit www.devonenergy.com.

    Investor Contacts
    Rosy Zuklic, 405-552-7802
    Chris Carr, 405-228-2496
               Media Contact
    Michelle Hindmarch, 405-552-7460
         

    This press release was published by a CLEAR® Verified individual.

    The MIL Network

  • MIL-OSI: Key Tronic Corporation Announces Results for the First Quarter of Fiscal Year 2025

    Source: GlobeNewswire (MIL-OSI)

    SPOKANE VALLEY, Wash., Nov. 05, 2024 (GLOBE NEWSWIRE) — Key Tronic Corporation (Nasdaq: KTCC), a provider of electronic manufacturing services (EMS), today announced its results for the quarter ended September 28, 2024.

    For the first quarter of fiscal year 2025, Key Tronic reported total revenue of $131.6 million, compared to $150.1 million in the same period of fiscal year 2024. Revenue in the first quarter of fiscal year 2025 was adversely impacted by customer-driven design and qualification delays of three programs that we believe impacted revenue by approximately $9 million. These delays have since been resolved on two of these programs and shipments have resumed in the second quarter.   Production in Key Tronic’s Mexico facilities in the first quarter of fiscal year 2025 increased by approximately 10% sequentially from the prior quarter.  

    The Company saw significant improvement in its production efficiencies compared to the first quarter of fiscal year 2024, primarily as a result of recent headcount reductions, continued improvements in the supply chain and a favorable decline in the exchange rate of the Mexican Peso. Gross margins were 10.1% and operating margins were 3.4% in the first quarter of fiscal year 2025, up from 7.2% and 2.2%, respectively, in the same period of fiscal year 2024.

    Net income was $1.1 million or $0.10 per share for the first quarter of fiscal year 2025, compared to net income of $0.3 million or $0.03 per share for the same period of fiscal year 2024.   Adjusted net income was $1.2 million or $0.11 per share for the first quarter of fiscal year 2025, compared to $0.0 million or $0.00 per share for the same period of fiscal year 2024. See “Non-GAAP Financial Measures,” below for additional information about adjusted net income and adjusted net income per share.

    “While we did not meet revenue expectations in our first quarter of fiscal 2025 due to unavoidable delays for a few programs, we are pleased to see our improved operating efficiencies, margins, and liquidity,” said Brett Larsen, President and CEO. “The recent workforce reductions in Mexico, trimming of non-profitable programs, and making a concerted effort to improve working capital are starting to pay off.   We also continued to reduce our inventories, which are now much more in line with our revenue levels. Over the longer term, we expect that these strategic changes will improve our overall profitability.”  

    “During the first quarter, we also continued to win new business, including new programs in manufacturing equipment, vehicle lighting, and commercial pest control.   We believe we are well positioned for increased growth and profitability in coming periods.”

    The financial data presented for the first quarter of fiscal 2025 should be considered preliminary and could be subject to change, as the Company’s independent auditor has not completed their review procedures.

    Business Outlook

    For the second quarter of fiscal 2025, Key Tronic expects to report revenue in the range of $130 million to $140 million and earnings in the range $0.05 to $0.15 per diluted share. These expected results assume an effective tax rate of 20% in the coming quarter.

    Conference Call

    Key Tronic will host a conference call to discuss its financial results at 2:00 PM Pacific (5:00 PM Eastern) today. A broadcast of the conference call will be available at www.keytronic.com under “Investor Relations” or by calling 888-394-8218 or +1-313-209-4906 (Access Code: 7268667). The Company will also reference accompanying slides that can be viewed with the webcast at www.keytronic.com under “Investor Relations”. A replay will be available at www.keytronic.com under “Investor Relations”.

    About Key Tronic

    Key Tronic is a leading contract manufacturer offering value-added design and manufacturing services from its facilities in the United States, Mexico, China and Vietnam. The Company provides its customers with full engineering services, materials management, worldwide manufacturing facilities, assembly services, in-house testing, and worldwide distribution. Its customers include some of the world’s leading original equipment manufacturers. For more information about Key Tronic visit: www.keytronic.com

    Forward-Looking Statements

    Some of the statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to those including such words as aims, anticipates, believes, continues, estimates, expects, hopes, intends, plans, predicts, projects, targets, will, or would, similar verbs, or nouns corresponding to such verbs, which may be forward looking. Forward-looking statements also include other passages that are relevant to expected future events, performances, and actions or that can only be fully evaluated by events that will occur in the future. Forward-looking statements in this release include, without limitation, the Company’s statements regarding its expectations with respect to financial conditions and results, including revenue and earnings, cost savings from headcount reduction and the Mexican Peso exchange rate, demand for certain products and the effectiveness of some of its programs, business from customers and programs, and impacts from operational streamlining and efficiencies. There are many factors, risks and uncertainties that could cause actual results to differ materially from those predicted or projected in forward-looking statements, including but not limited to: the future of the global economic environment and its impact on our customers and suppliers; the availability of components from the supply chain; the availability of a healthy workforce; the accuracy of suppliers’ and customers’ forecasts; development and success of customers’ programs and products; timing and effectiveness of ramping of new programs; success of new-product introductions; the risk of legal proceedings or governmental investigations relating to the previously reported financial statement restatements and related material weaknesses, the May 2024 cybersecurity incident and the subject of the internal investigation by the Company’s Audit Committee and related or other unrelated matters; acquisitions or divestitures of operations or facilities; technology advances; changes in pricing policies by the Company, its competitors, customers or suppliers; impact of new governmental legislation and regulation, including tax reform, tariffs and related activities, such trade negotiations and other risks; and other factors, risks, and uncertainties detailed from time to time in the Company’s SEC filings.

    Non-GAAP Financial Measures

    To supplement our consolidated financial statements, which are prepared in accordance with generally accepted accounting principles in the United States (GAAP), we use certain non-GAAP financial measures, adjusted net income and adjusted net income per share, diluted. We provide these non-GAAP financial measures because we believe they provide greater transparency related to our core operations and represent supplemental information used by management in its financial and operational decision making. We exclude (or include) certain items in our non-GAAP financial measures as we believe the net result is a measure of our core business. We believe this facilitates operating performance comparisons from period to period by eliminating potential differences caused by the existence and timing of certain income and expense items that would not otherwise be apparent on a GAAP basis. Non-GAAP performance measures should be considered in addition to, and not as a substitute for, results prepared in accordance with GAAP. We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. Our non-GAAP financial measures may be different from those reported by other companies. See the table below entitled “Reconciliation of GAAP to non-GAAP measures” for reconciliations of adjusted net income to the most directly comparable GAAP measure, which is GAAP net income, and the computation of adjusted net income per share, diluted.

     
    KEY TRONIC CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS
    (In thousands, except per share amounts)
    (Unaudited)
     
      Three Months Ended
      September 28, 2024   September 30, 2023
    Net sales $ 131,558     $ 150,112  
    Cost of sales   118,255       139,250  
    Gross profit   13,303       10,862  
    Research, development and engineering expenses   2,289       2,241  
    Selling, general and administrative expenses   6,570       5,784  
    Gain on insurance proceeds, net of losses         (431 )
    Total operating expenses   8,859       7,594  
    Operating income   4,444       3,268  
    Interest expense, net   3,263       3,011  
    Income before income taxes   1,181       257  
    Income tax (benefit) provision   57       (78 )
    Net income $ 1,124     $ 335  
    Net income per share — Basic $ 0.10     $ 0.03  
    Weighted average shares outstanding — Basic   10,762       10,762  
    Net income per share — Diluted $ 0.10     $ 0.03  
    Weighted average shares outstanding — Diluted   10,762       11,003  
     
    KEY TRONIC CORPORATION AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS
    (In thousands)
    (Unaudited)
     
        September 28, 2024   June 29, 2024
    ASSETS        
    Current assets:        
    Cash and cash equivalents   $ 6,555     $ 4,752  
    Trade receivables, net of credit losses of $3,129 and $2,918     133,984       132,559  
    Contract assets     23,626       21,250  
    Inventories, net     95,845       105,099  
    Other, net of credit losses of $1,642 and $1,679     28,273       24,739  
    Total current assets     288,283       288,399  
    Property, plant and equipment, net     27,910       28,806  
    Operating lease right-of-use assets, net     14,612       15,416  
    Other assets:        
    Deferred income tax asset     18,394       17,376  
    Other     6,735       5,346  
    Total other assets     25,129       22,722  
    Total assets   $ 355,934     $ 355,343  
    LIABILITIES AND SHAREHOLDERSEQUITY        
    Current liabilities:        
    Accounts payable   $ 83,768     $ 79,394  
    Accrued compensation and vacation     6,870       6,510  
    Current portion of long-term debt     3,057       3,123  
    Other     18,450       15,149  
    Total current liabilities     112,145       104,176  
    Long-term liabilities:        
    Long-term debt, net     109,675       116,383  
    Operating lease liabilities     9,573       10,312  
    Deferred income tax liability     74       263  
    Other long-term obligations     124       219  
    Total long-term liabilities     119,446       127,177  
    Total liabilities     231,591       231,353  
    Shareholders’ equity:        
    Common stock, no par value—shares authorized 25,000; issued and outstanding 10,762 and 10,762 shares, respectively     47,351       47,284  
    Retained earnings     78,045       76,921  
    Accumulated other comprehensive income (loss)     (1,053 )     (215 )
    Total shareholders’ equity     124,343       123,990  
    Total liabilities and shareholders’ equity   $ 355,934     $ 355,343  
             
    KEY TRONIC CORPORATION AND SUBSIDIARIES
    Reconciliation of GAAP to non-GAAP measures
    (In thousands, except per share amounts)
    (Unaudited)
     
      Three Months Ended
      September 28, 2024   September 30, 2023
    GAAP net income $ 1,124     $ 335  
    Gain on insurance proceeds (net of losses)         (431 )
    Stock-based compensation expense   67       59  
    Income tax effect of non-GAAP adjustments (1)   (13 )     74  
    Adjusted net income: $ 1,178     $ 37  
           
    Adjusted net income per share — non-GAAP Diluted $ 0.11     $ 0.00  
    Weighted average shares outstanding — Diluted   10,762       11,003  
           
    (1) Income tax effects are calculated using an effective tax rate of 20%, which approximates the statutory GAAP tax rate for the presented periods.
             
    CONTACTS:   Tony Voorhees   Michael Newman
        Chief Financial Officer   Investor Relations
        Key Tronic Corporation   StreetConnect
        (509)-927-5345   (206) 729-3625

    The MIL Network

  • MIL-OSI: Wilmington Announces 2024 Third Quarter Results

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, Nov. 05, 2024 (GLOBE NEWSWIRE) — Wilmington Capital Management Inc. (TSX: WCM.A, WCM.B) (“Wilmington” or the “Corporation”) reported net income for the three months ended September 30, 2024, of $0.05 million or $0.00 per share and net income for the nine months ended September 30, 2024 of $1.2 million or $0.09 per share, compared to net income of $2.4 million or $0.19 per share and $2.5 million and $0.20 per share for the same periods in 2023.

    A summary of the Corporation’s activities is set out below:

    Overview
    During the past 15 months the Corporation has monetized several of its investments in order to unlock the embedded value, which had been substantially realized, simplify its business, return capital to its shareholders and pursue transactions better suited to creating value and liquidity for shareholders.

    On May 7, 2024, the Corporation paid a special dividend and a return of capital distribution totaling $2.75 per Class A and Class B share, or $33.9 million. Class A shareholders received $1.25 per Class A share as a return of capital and $1.50 as an eligible dividend. Class B shareholders received $1.12 per Class B share as a return of capital and $1.63 as an eligible dividend.

    On August 7, 2024, the Shareholders of the Corporation approved the disposition of all or substantially all of the assets of the Corporation. The Corporation completed the sale of the assets of Bow City 2 Limited Partnership (“Bow City Seton”), a wholly owned subsidiary of the Corporation on August 30, 2024. The assets were sold on a cost recovery basis. On November 1, 2024, the Corporation completed the sale of its interest in the Sunchaser RV Resorts Limited Partnership (“Sunchaser Partnership”) for proceeds of $ 4.7 million. The Corporation is evaluating options to sell its 18.2% interest in the Bay Moorings Partnership, which is its remaining asset. The Bay Moorings Partnership is reviewing various options to repay advances made by the Corporation. The Corporation estimates that the sale of its interest in the Bay Moorings Partnership together with the repayment of advances will generate proceeds of approximately $5.5 million.

    Outlook
    The Corporation has taken great strides to reassess its business opportunities in the context of a changing economic environment, simplify its business, and reward shareholders for their support through the payment of dividends and return of capital. As at November 5, 2024, and taking into account the sale of the Corporation’s investment in the Sunchaser Partnership, the Corporation had cash on hand of approximately $32 million. At the completion of monetizing its remaining investments, the Corporation expects to have cash on hand, net of liabilities, of $35 million. The Corporation is actively seeking out opportunities to scale its public platform through transactions which will create value and liquidity for shareholders.  

    CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
     
    (unaudited) Three months ended
    September 30
      Nine months ended
    September 30,
     
    ($ thousands, except per share amounts) 2024   2023   2024   2023  
    Revenues        
    Management fee revenue 240   305   640   640  
    Interest, distributions and other income 315   1,022   1,401   2,660  
      555   1,327   2,041   3,300  
    Expenses        
    General and administrative (440 ) (423 ) (1,887 ) (1,331 )
    Amortization (7 ) (7 ) (21 ) (21 )
    Finance costs (1 ) (2 ) (4 ) (5 )
    Stock-based compensation   (23 ) (18 ) (94 )
      (448 ) (455 ) (1,930 ) (1,451 )
    Fair value adjustments and other activities        
    Fair value changes to investments (30 ) 1,700   164   1,180  
    Gain from dispositions     947    
    Equity accounted income (loss)   19     (6 )
      (30 ) 1,719   1,111   1,174  
    Income before income taxes 77   2,591   1,222   3,023  
    Current income tax expense (20 ) (347 ) (481 ) (540 )
    Deferred income tax recovery   140   453   37  
    Provision for income taxes (20 ) (207 ) (28 ) (503 )
    Net income 57   2,384   1,194   2,520  
    Other comprehensive income        
    Items that will not be reclassified to net income (loss):        
    Fair value changes to investments   (518 )   (688 )
    Related income taxes   (30 ) 36   (17 )
    Other comprehensive income (loss), net of income taxes   (548 ) 36   (705 )
    Comprehensive income 57   1,836   1,230   1,815  
             
    Net income per share        
    Basic   0.19   0.09   0.20  
    Diluted   0.19   0.09   0.20  
     
    CONSOLIDATED BALANCE SHEETS
     
    (unaudited) September 30,   December 31,  
    ($ thousands) 2024   2023  
             
    Assets        
    NON-CURRENT ASSETS        
    Investment in Maple Leaf Partnerships 910   22,910  
    Investment in Sunchaser Partnership   4,700  
    Investment in Energy Securities   7,584  
    Land held for development   6,632  
    Right-of-use asset 42   64  
      952   41,890  
    CURRENT ASSETS        
    Cash 27,849   10,664  
    Short term securities   17,000  
    Amounts receivable and other 5,423   4,616  
    Asset classified as held for sale 4,670    
    Total assets 38,894   74,170  
             
    Liabilities        
    NON-CURRENT LIABILITIES        
    Deferred income tax liabilities 196   1,773  
    Lease liabilities 70   85  
      266   1,858  
    CURRENT LIABILITIES        
    Lease liabilities 38   38  
    Income taxes payable 905   171  
    Amounts payable and other 607   800  
    Total liabilities 1,816   2,867  
             
    Equity        
    Shareholders’ equity 35,619   51,324  
    Contributed surplus   1,132  
    Retained earnings 1,240   10,364  
    Accumulated other comprehensive income 219   8,483  
    Total equity 37,078   71,303  
    Total liabilities and equity 38,894   74,170  
       

    Executive Officers of the Corporation will be available at 403-705-8038 to answer any questions on the Corporation’s financial results.

    STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND OTHER MEASUREMENTS
    Certain statements included in this document may constitute forward-looking statements or information under applicable securities legislation. Forward-looking statements that are predictive in nature, depend upon or refer to future events or conditions, include statements regarding the operations, business, financial conditions, expected financial results, performance, opportunities, priorities, ongoing objectives, strategies and outlook of the Corporation and its investee entities and contain words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, or similar expressions and statements relating to matters that are not historical facts constitute “forward-looking information” within the meaning of applicable Canadian securities legislation.

    While the Corporation believes the anticipated future results, performance or achievements reflected or implied in those forward-looking statements are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond the Corporation’s control, which may cause the actual results, performance and achievements of the Corporation to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

    Factors and risks that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include but are not limited to: the ability of management of Wilmington and its investee entities to execute its and their business plans; availability of equity and debt financing and refinancing within the equity and capital markets; strategic actions including dispositions; business competition; delays in business operations; the risk of carrying out operations with minimal environmental impact; industry conditions including changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced; operational matters related to investee entities business; incorrect assessments of the value of acquisitions; fluctuations in interest rates; stock market volatility; general economic, market and business conditions; risks associated with existing and potential future law suits and regulatory actions against Wilmington and its investee entities; uncertainties associated with regulatory approvals; uncertainty of government policy changes; uncertainties associated with credit facilities; changes in income tax laws, tax laws; changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates); the effect of applying future accounting changes; and other risks, factors and uncertainties described elsewhere in this document or in Wilmington’s other filings with Canadian securities regulatory authorities.

    The foregoing list of important factors that may affect future results is not exhaustive. When relying on the forward-looking statements, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, the Corporation undertakes no obligation to publicly update or revise any forward-looking statements or information, that may be as a result of new information, future events or otherwise. These forward-looking statements are effective only as of the date of this document.

    The MIL Network

  • MIL-OSI: Nasdaq Executives to Present at Upcoming Investor Conferences

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Nov. 05, 2024 (GLOBE NEWSWIRE) — Nasdaq (Nasdaq: NDAQ) will be presenting at the following conferences in November with webcasts available at Nasdaq’s Investor Relations website: ir.nasdaq.com/events.cfm.

    Who: Adena Friedman, Chair and CEO, Nasdaq
    What: J.P. Morgan Ultimate Services Investor Conference
    When: Thursday, November 14, 2024
      2:30 PM ET
       
    Who: Sarah Youngwood, Executive Vice President & CFO, Nasdaq
    What: RBC Capital Markets Technology, Internet, Media and Telecommunications Conference
    When: Tuesday, November 19, 2024
      9:20 AM ET
       

    About Nasdaq

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

    Media Relations Contact:

    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: HP Inc. to Announce Fourth Quarter Fiscal 2024 Earnings on Nov 26, 2024

    Source: GlobeNewswire (MIL-OSI)

    PALO ALTO, Calif., Nov. 05, 2024 (GLOBE NEWSWIRE) — HP Inc. (NYSE: HPQ) will present a live audio webcast of a conference call to review financial results for the fourth fiscal quarter and fiscal year ended October 31, 2024 on Tuesday, Nov 26, 2024 at 5:30 p.m. ET / 2:30 p.m. PT.

    The webcast will be available at www.hp.com/investor/2024Q4Webcast.

    A replay of the audio webcast will be available at the same website shortly after the call and will remain available for approximately one year.

    About HP Inc.

    HP Inc. (NYSE: HPQ) is a global technology leader and creator of solutions that enable people to bring their ideas to life and connect to the things that matter most. Operating in more than 170 countries, HP delivers a wide range of innovative and sustainable devices, services and subscriptions for personal computing, printing, 3D printing, hybrid work, gaming, and more. For more information, please visit: http://www.hp.com.

    ©Copyright 2024 HP Development Company, L.P. The information contained herein is subject to change without notice. The only warranties for HP products and services are set forth in the express warranty statements accompanying such products and services. Nothing herein should be construed as constituting an additional warranty. HP shall not be liable for technical or editorial errors or omissions contained herein.

    The MIL Network

  • MIL-OSI Security: Leader of International Stock Manipulation Ring Pleads Guilty

    Source: Federal Bureau of Investigation (FBI) State Crime Alerts (c)

    Damian Williams, the United States Attorney for the Southern District of New York, announced today that RONALD BAUER pled guilty to conspiring to commit securities fraud in connection with his role in a long-running “pump-and-dump” stock manipulation scheme. BAUER pled guilty before U.S. District Judge Paul A. Engelmayer and is scheduled to be sentenced on May 20, 2025. 

    U.S. Attorney Damian Williams said: “For years, Ronald Bauer orchestrated a sprawling ‘pump-and-dump’ scheme involving the shares of numerous U.S.-based issuers that preyed on ordinary, retail investors.  While Bauer and his co-conspirators lived outside of the United States, they took advantage of the U.S. markets to perpetrate their fraud and reaped millions upon millions in profits at the expense of the victims. Today’s guilty plea should send a clear message that this Office is committed to holding market manipulators accountable no matter how hard they try to conceal their crimes.” 

    According to allegations in the Indictment, public filings, and statements made in court: 

    BAUER, a/k/a “Patek,” a citizen of Canada and the United Kingdom who resided in the United Kingdom, orchestrated numerous “pump-and-dump” schemes, controlling various aspects of the plans.  The Securities and Exchange Commission (“SEC”) had previously filed securities fraud claims against BAUER in 2005 for engaging in an alleged market manipulation scheme that was alleged to have issued false and misleading press releases while secretly dumping tens of millions of shares into the inflated market that BAUER and his associates had created.  In 2006, without admitting or denying the allegations, BAUER consented to the entry of a judgment against him providing for injunctive relief, barring BAUER from serving as an officer or director of a public company or participating in an offering of penny stock for a period of five years, and payment of disgorgement of $840,000.

    As he admitted in connection with his guilty plea, BAUER and his co-conspirators participated in a conspiracy to commit securities fraud with respect to seven issuers: Cantabio Pharmaceuticals Inc. (CTBO) (previously Lion Consulting Group (LIOC)); Virtus Oil and Gas Corp. (VOIL) (previously Curry Gold Corp. (CURGD)); Steampunk Wizards (SPWZ) (previously Freedom Petroleum (FPET)); Black Stallion Oil and Gas Inc. (BLKG) (previously Secure IT Corp.); PetroTerra Corp. (previously Loran Connection Corp (LRNC)); Black River Petroleum (BRPC) (previously American Copper Corp. (AMCU)); and Cyberfort Software Inc. (CYBF) (previously Patriot Berry Farms (PBFI)) (collectively, the “Issuers”).  

    To perpetrate the “pump-and-dump” scheme, BAUER and his co-conspirators obtained ownership and control of all or the vast majority of the unrestricted (i.e., free trading) stock of the Issuers.  BAUER and his co-conspirators sought to conceal their beneficial ownership of these controlling interests in the shares of the Issuers by causing their shares to be distributed to and divided amongst nominee entities that had been established by a Swiss corporation called Blacklight, S.A.  These entities were nominally owned by unrelated third parties but were, in fact, controlled by BAUER or his co-conspirators.  Thereafter, BAUER and his co-conspirators retained trading authority over the blocks of shares of the Issuers held by the Blacklight nominee entities and BAUER regularly provided trading instructions with respect to these shares to executives or employees at Blacklight.  In addition, BAUER and his co-conspirators effectively controlled or otherwise maintained significant influence over the management of the Issuers during the “pump-and-dump” scheme. 

    At times, BAUER and his co-conspirators caused nominees to engage in “match trades”—i.e., place both buy and sell orders in the same stock on the same day—for no legitimate economic purpose.  Furthermore, BAUER and his co-conspirators financed and coordinated promotional campaigns touting the Issuers to stoke trading interest in the Issuers’ stock, though without publicly disclosing their relationship to the promotional campaigns, their controlling interest, or their intent to sell a significant percentage of their holdings into the buying interest that they intended the promotional campaigns would generate.  BAUER and his co-conspirators took steps to conceal the fact that the nominee entities they controlled were the true funding source for the promotional campaigns. 

    During or shortly after the promotional campaigns, BAUER and his co-conspirators caused the Blacklight nominee entities to engage in trading activity in the Issuers’ stock, including selling a large percentage of their holdings of the Issuers’ stock, then caused the Blacklight nominee entities they controlled to remit to them the proceeds of the stock sales.

    *                *                *

    BAUER, 49, of London, United Kingdom, pled guilty to one count of conspiracy to commit securities fraud, which carries a maximum sentence of five years in prison.  As part of his guilty plea, a money judgment in the amount of $4,377,228.74 was entered against BAUER.

    The maximum potential sentence in this case is prescribed by Congress and provided here for informational purposes only, as any sentencing of the defendant will be determined by a judge.

    Mr. Williams praised the outstanding work of the Federal Bureau of Investigation.  He further thanked the Justice Department’s Office of International Affairs of the Department’s Criminal Division, as well as authorities in the United Kingdom, in particular the Crown Prosecution Service’s National Extradition Unit. Finally, Mr. Williams also thanked the Securities and Exchange Commission, which separately initiated civil proceedings against BAUER. 

    The case is being handled by the Office’s Securities and Commodities Fraud Task Force.  Assistant U.S. Attorneys Jason Richman, Matthew R. Shahabian, Noah Solowiejczyk, and Vladislav Vainberg are in charge of the prosecution.

    MIL Security OSI

  • MIL-OSI: Microchip Technology Announces Financial Results for Second Quarter of Fiscal Year 2025

    Source: GlobeNewswire (MIL-OSI)

    • Net sales of $1.164 billion, down 6.2% sequentially and down 48.4% from the year ago quarter. The midpoint of our guidance provided on August 1, 2024 was net sales of $1.150 billion.
    • Revenue, gross profit and non-GAAP gross profit were positively impacted by a $13.3 million legal settlement. This settlement also positively impacted GAAP and non-GAAP EPS by $0.02 per diluted share.
    • On a GAAP basis: gross profit of 57.4%; operating income of $146.6 million and 12.6% of net sales; net income of $78.4 million; and EPS of $0.14 per diluted share. Our guidance provided on August 1, 2024 was for GAAP EPS of $0.10 to $0.14 per diluted share.
    • On a Non-GAAP basis: gross profit of 59.5%; operating income of $340.8 million and 29.3% of net sales; net income of $250.2 million; and EPS of $0.46 per diluted share. Our guidance provided on August 1, 2024 was for Non-GAAP EPS of $0.40 to $0.46 per diluted share.
    • Returned approximately $261.0 million to stockholders in the September quarter through dividends of $243.7 million and the repurchase of $17.3 million, or 0.2 million shares of our common stock, at an average price of $76.86 per share under our previously announced $4.0 billion stock buyback program. Cumulatively repurchased $2.444 billion, or 31.4 million shares, over the last twelve quarters.
    • Record quarterly dividend declared today for the December quarter of 45.5 cents per share, an increase of 3.6% from the year ago quarter.

    CHANDLER, Ariz., Nov. 05, 2024 (GLOBE NEWSWIRE) — (NASDAQ: MCHP) – Microchip Technology Incorporated, a leading provider of smart, connected, and secure embedded control solutions, today reported results for the three months ended September 30, 2024, as summarized in the table below.

      Three Months Ended September 30, 2024(1)
    Net sales $1,163.8      
      GAAP % Non-GAAP(2) %
    Gross profit $668.5 57.4% $692.9 59.5%
    Operating income $146.6 12.6% $340.8 29.3%
    Other expense $(55.1)   $(53.3)  
    Income tax provision $13.1   $37.3  
    Net income $78.4 6.7% $250.2 21.5%
    Net income per diluted share $0.14   $0.46  
             

    (1) In millions, except per share amounts and percentages of net sales.
    (2) See the “Use of Non-GAAP Financial Measures” section of this release.

    Net sales for the second quarter of fiscal 2025 were $1.164 billion, down 48.4% from net sales of $2.254 billion in the prior year’s second fiscal quarter.

    GAAP net income for the second quarter of fiscal 2025 was $78.4 million, or $0.14 per diluted share, down from GAAP net income of $666.6 million, or $1.21 per diluted share, in the prior year’s second fiscal quarter. For the second quarters of fiscal 2025 and fiscal 2024, GAAP net income was adversely impacted by amortization of acquired intangible assets associated with our previous acquisitions.

    Non-GAAP net income for the second quarter of fiscal 2025 was $250.2 million, or $0.46 per diluted share, down from non-GAAP net income of $889.3 million, or $1.62 per diluted share, in the prior year’s second fiscal quarter. For the second quarters of fiscal 2025 and fiscal 2024, our non-GAAP results exclude the effect of share-based compensation, cybersecurity incident expenses, other manufacturing adjustments, expenses related to our acquisition activities (including intangible asset amortization, severance, and other restructuring costs, and legal and other general and administrative expenses associated with acquisitions including legal fees and expenses for litigation and investigations related to our Microsemi acquisition), professional services associated with certain legal matters, and losses on the settlement of debt. For the second quarters of fiscal 2025 and fiscal 2024, our non-GAAP income tax expense is presented based on projected cash taxes for the applicable fiscal year, excluding transition tax payments under the Tax Cuts and Jobs Act. A reconciliation of our non-GAAP and GAAP results is included in this press release.

    Microchip announced today that its Board of Directors declared a record quarterly cash dividend on its common stock of 45.5 cents per share, up 3.6% from the year ago quarter. The quarterly dividend is payable on December 6, 2024 to stockholders of record on November 22, 2024.

    “Our September quarter results were consistent with our guidance, as we continued to navigate through an inventory correction that’s occurring in the midst of macro weakness for many manufacturing businesses, accentuated by heightened weakness in our European business which is concentrated with Industrial and Automotive customers,” said Ganesh Moorthy, President and Chief Executive Officer. “The ‘green shoots’ we saw in recent quarters have progressed unevenly with essentially flat sequential bookings, normalized cancellation rates and much higher expedite requests, which we believe are all positive signs for a potential bottom formation despite limited visibility.”

    Eric Bjornholt, Microchip’s Chief Financial Officer, said, “Our September quarter results reflect continued customer destocking efforts and sluggish end-market demand. We are maintaining strong cost discipline and balance sheet management while taking actions to ensure operational readiness for the anticipated market recovery.”

    Rich Simoncic, Microchip’s Chief Operating Officer, said, “Our Total System Solutions approach is driving strong execution and seeing growing adoption in AI-accelerated servers in the data center markets. Our PCIe switches, SSD controllers, CXL solutions, and associated power and timing products are key to continuing to strengthen our data center portfolio. With our expanding capabilities, we believe we are well-positioned to capitalize on opportunities in this growth market.”

    Mr. Moorthy concluded, “For the December quarter, we expect net sales between $1.025 billion and $1.095 billion. While substantial inventory destocking has occurred, we continue to face macro uncertainties in what is historically our seasonally weakest quarter. Our design-in momentum continues to remain strong, driven by our Total System Solutions strategy and key market megatrends.”

    Third Quarter Fiscal Year 2025 Outlook:

    The following statements are based on current expectations. These statements are forward-looking, and actual results may differ materially.

      Microchip Consolidated Guidance
    Net Sales $1.025 to $1.095 billion    
      GAAP Non-GAAP Adjustments(1) Non-GAAP(1)
    Gross Profit 56.2% to 58.1% $8.4 to $9.4 million 57.0% to 59.0%
    Operating Expenses(2) 49.1% to 51.4% $170.0 to $174.0 million 33.2% to 34.8%
    Operating Income 4.8% to 9.1% $178.4 to $183.4 million 22.2% to 25.8%
    Other Expense, net $69.3 to $69.7 million ($0.2) to $0.2 million $69.5 million
    Income Tax Provision $1.0 to $13.0 million(3) $12.6 to $21.1 million $22.1 to $25.6 million(4)
    Net Income (loss) ($21.1) to $16.5 million $157.0 to $170.9 million $135.9 to $187.4 million
    Diluted Common Shares Outstanding Approximately 537.3 to 543.0 million shares   Approximately 543.0 million shares
    Earnings (Loss) per Diluted Share ($0.04) to $0.03 $0.29 to $0.32 $0.25 to $0.35
           
    (1)  See the “Use of Non-GAAP Financial Measures” section of this release for information regarding our non-GAAP guidance.
    (2) We are not able to estimate the amount of certain Special Charges and Other, net that may be incurred during the quarter ending December 31, 2024. Therefore, our estimate of GAAP operating expenses excludes certain amounts that may be recognized as Special Charges and Other, net in the quarter ending December 31, 2024.
    (3) The forecast for GAAP tax expense excludes any unexpected tax events that may occur during the quarter, as these amounts cannot be forecasted.
    (4) Represents the expected cash tax rate for fiscal 2025, excluding any transition tax payments associated with the Tax Cuts and Jobs Act.
       

    Capital expenditures for the quarter ending December 31, 2024 are expected to be about $20 million. Capital expenditures for all of fiscal 2025 are expected to be about $150 million. We are selectively adding capital equipment to maintain, grow and operate our internal manufacturing capabilities to support the expected growth of our business.

    Under the GAAP revenue recognition standard, we are required to recognize revenue when control of the product changes from us to a customer or distributor. We focus our sales and marketing efforts on creating demand for our products in the end markets we serve and not on moving inventory into our distribution network. We also manage our manufacturing and supply chain operations, including our distributor relationships, towards the goal of having our products available at the time and location the end customer desires.

    Use of Non-GAAP Financial Measures:  Our non-GAAP adjustments, where applicable, include the effect of share-based compensation, cybersecurity incident expenses, other manufacturing adjustments, expenses related to our acquisition activities (including intangible asset amortization, severance, and other restructuring costs, and legal and other general and administrative expenses associated with acquisitions including legal fees and expenses for litigation and investigations related to our Microsemi acquisition), professional services associated with certain legal matters, and losses on the settlement of debt. For the second quarters of fiscal 2025 and fiscal 2024, our non-GAAP income tax expense is presented based on projected cash taxes for the fiscal year, excluding transition tax payments under the Tax Cuts and Jobs Act.

    We are required to estimate the cost of certain forms of share-based compensation, including employee stock options, restricted stock units, and our employee stock purchase plan, and to record a commensurate expense in our income statement. Share-based compensation expense is a non-cash expense that varies in amount from period to period and is affected by the price of our stock at the date of grant. The price of our stock is affected by market forces that are difficult to predict and are not within the control of management. Our other non-GAAP adjustments are either non-cash expenses, unusual or infrequent items, or other expenses related to transactions. Management excludes all of these items from its internal operating forecasts and models.

    We are using non-GAAP operating expenses in dollars, including non-GAAP research and development expenses and non-GAAP selling, general and administrative expenses, non-GAAP other expense, net, and non-GAAP income tax rate, which exclude the items noted above, as applicable, to permit additional analysis of our performance.

    Management believes these non-GAAP measures are useful to investors because they enhance the understanding of our historical financial performance and comparability between periods. Many of our investors have requested that we disclose this non-GAAP information because they believe it is useful in understanding our performance as it excludes non-cash and other charges that many investors feel may obscure our underlying operating results. Management uses non-GAAP measures to manage and assess the profitability of our business and for compensation purposes. We also use our non-GAAP results when developing and monitoring our budgets and spending. Our determination of these non-GAAP measures might not be the same as similarly titled measures used by other companies, and it should not be construed as a substitute for amounts determined in accordance with GAAP. There are limitations associated with using these non-GAAP measures, including that they exclude financial information that some may consider important in evaluating our performance. Management compensates for this by presenting information on both a GAAP and non-GAAP basis for investors and providing reconciliations of the GAAP and non-GAAP results.

    Generally, gross profit fluctuates over time, driven primarily by the mix of products sold and licensing revenue; variances in manufacturing yields; fixed cost absorption; wafer fab loading levels; costs of wafers from foundries; inventory reserves; pricing pressures in our non-proprietary product lines; and competitive and economic conditions. Operating expenses fluctuate over time, primarily due to net sales and profit levels.

    Diluted Common Shares Outstanding can vary for, among other things, the trading price of our common stock, the exercise of options or vesting of restricted stock units, the potential for incremental dilutive shares from our convertible debentures (additional information regarding our share count is available in the investor relations section of our website under the heading “Supplemental Financial Information”), and repurchases or issuances of shares of our common stock. The diluted common shares outstanding presented in the guidance table above assumes an average Microchip stock price in the December 2024 quarter between $75 and $85 per share (however, we make no prediction as to what our actual share price will be for such period or any other period and we cannot estimate what our stock option exercise activity will be during the quarter).

    MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    (in millions, except per share amounts; unaudited)
     
      Three Months Ended September 30,   Six Months Ended September 30,
      2024   2023   2024   2023
    Net sales $ 1,163.8     $ 2,254.3     $ 2,405.1     $ 4,542.9  
    Cost of sales   495.3       726.9       999.7       1,457.1  
    Gross profit   668.5       1,527.4       1,405.4       3,085.8  
                   
    Research and development   240.7       292.6       482.4       591.1  
    Selling, general and administrative   157.0       196.6       307.5       400.2  
    Amortization of acquired intangible assets   122.7       151.4       245.7       302.9  
    Special charges and other, net   1.5       1.8       4.1       3.5  
    Operating expenses   521.9       642.4       1,039.7       1,297.7  
                   
    Operating income   146.6       885.0       365.7       1,788.1  
                   
    Other expense, net   (55.1 )     (51.4 )     (112.4 )     (106.2 )
    Income before income taxes   91.5       833.6       253.3       1,681.9  
    Income tax provision   13.1       167.0       45.6       348.9  
    Net income $ 78.4     $ 666.6     $ 207.7     $ 1,333.0  
                   
    Basic net income per common share $ 0.15     $ 1.23     $ 0.39     $ 2.45  
    Diluted net income per common share $ 0.14     $ 1.21     $ 0.38     $ 2.42  
                   
    Basic common shares outstanding   536.7       543.1       536.7       544.1  
    Diluted common shares outstanding   542.0       549.2       542.4       550.3  
                                   
    MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (in millions; unaudited)
     
    ASSETS
      September 30,   March 31,
      2024   2024
    Cash and short-term investments $ 286.1   $ 319.7
    Accounts receivable, net   1,044.3     1,143.7
    Inventories   1,339.6     1,316.0
    Other current assets   235.5     233.6
    Total current assets   2,905.5     3,013.0
           
    Property, plant and equipment, net   1,171.2     1,194.6
    Other assets   11,545.6     11,665.6
    Total assets $ 15,622.3   $ 15,873.2
           
    LIABILITIES AND STOCKHOLDERS’ EQUITY
           
    Accounts payable and accrued liabilities $ 1,339.4   $ 1,520.0
    Current portion of long-term debt   1,946.3     999.4
    Total current liabilities   3,285.7     2,519.4
           
    Long-term debt   4,476.6     5,000.4
    Long-term income tax payable   590.4     649.2
    Long-term deferred tax liability   29.8     28.8
    Other long-term liabilities   963.9     1,017.6
           
    Stockholders’ equity   6,275.9     6,657.8
    Total liabilities and stockholders’ equity $ 15,622.3   $ 15,873.2
               
    MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
    RECONCILIATION OF GAAP TO NON-GAAP MEASURES
    (in millions, except per share amounts and percentages; unaudited)
     
    RECONCILIATION OF GAAP GROSS PROFIT TO NON-GAAP GROSS PROFIT
      Three Months Ended September 30,   Six Months Ended September 30,
      2024   2023   2024   2023
    Gross profit, as reported $ 668.5     $ 1,527.4     $ 1,405.4     $ 3,085.8  
    Share-based compensation expense   4.3       7.4       10.9       14.2  
    Cybersecurity incident expenses   20.1             20.1        
    Non-GAAP gross profit $ 692.9     $ 1,534.8     $ 1,436.4     $ 3,100.0  
    GAAP gross profit percentage   57.4 %     67.8 %     58.4 %     67.9 %
    Non-GAAP gross profit percentage   59.5 %     68.1 %     59.7 %     68.2 %
                                   
    RECONCILIATION OF GAAP RESEARCH AND DEVELOPMENT EXPENSES TO NON-GAAP RESEARCH AND DEVELOPMENT EXPENSES
      Three Months Ended September 30,   Six Months Ended September 30,
      2024   2023   2024   2023
    Research and development expenses, as reported $ 240.7     $ 292.6     $ 482.4     $ 591.1  
    Share-based compensation expense   (26.9 )     (23.7 )     (50.2 )     (46.6 )
    Other adjustments         (0.2 )           (0.4 )
    Non-GAAP research and development expenses $ 213.8     $ 268.7     $ 432.2     $ 544.1  
    GAAP research and development expenses as a percentage of net sales   20.7 %     13.0 %     20.1 %     13.0 %
    Non-GAAP research and development expenses as a percentage of net sales   18.4 %     11.9 %     18.0 %     12.0 %
                                   
    RECONCILIATION OF GAAP SELLING, GENERAL AND ADMINISTRATIVE EXPENSES TO NON-GAAP SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
      Three Months Ended September 30,   Six Months Ended September 30,
      2024   2023   2024   2023
    Selling, general and administrative expenses, as reported $ 157.0     $ 196.6     $ 307.5     $ 400.2  
    Share-based compensation expense   (15.1 )     (14.3 )     (29.2 )     (29.1 )
    Cybersecurity incident expenses   (1.3 )           (1.3 )      
    Other adjustments   (2.1 )     (0.6 )     (3.4 )     0.5  
    Professional services associated with certain legal matters   (0.2 )     (0.3 )     (0.7 )     (0.8 )
    Non-GAAP selling, general and administrative expenses $ 138.3     $ 181.4     $ 272.9     $ 370.8  
    GAAP selling, general and administrative expenses as a percentage of net sales   13.5 %     8.7 %     12.8 %     8.8 %
    Non-GAAP selling, general and administrative expenses as a percentage of net sales   11.9 %     8.0 %     11.3 %     8.2 %
                                   
    RECONCILIATION OF GAAP OPERATING EXPENSES TO NON-GAAP OPERATING EXPENSES
      Three Months Ended September 30,   Six Months Ended September 30,
      2024   2023   2024   2023
    Operating expenses, as reported $ 521.9     $ 642.4     $ 1,039.7     $ 1,297.7  
    Share-based compensation expense   (42.0 )     (38.0 )     (79.4 )     (75.7 )
    Cybersecurity incident expenses   (1.3 )           (1.3 )      
    Other adjustments   (2.1 )     (0.8 )     (3.4 )     0.1  
    Professional services associated with certain legal matters   (0.2 )     (0.3 )     (0.7 )     (0.8 )
    Amortization of acquired intangible assets(1)   (122.7 )     (151.4 )     (245.7 )     (302.9 )
    Special charges and other, net   (1.5 )     (1.8 )     (4.1 )     (3.5 )
    Non-GAAP operating expenses $ 352.1     $ 450.1     $ 705.1     $ 914.9  
    GAAP operating expenses as a percentage of net sales   44.8 %     28.5 %     43.2 %     28.6 %
    Non-GAAP operating expenses as a percentage of net sales   30.3 %     20.0 %     29.3 %     20.1 %
                                   

    (1) Amortization of acquired intangible assets consists of core and developed technology and customer-related acquired intangible assets in connection with business combinations. Such charges are excluded for purposes of calculating certain non-GAAP measures.

    RECONCILIATION OF GAAP OPERATING INCOME TO NON-GAAP OPERATING INCOME
      Three Months Ended September 30,   Six Months Ended September 30,
      2024   2023   2024   2023
    Operating income, as reported $ 146.6     $ 885.0     $ 365.7     $ 1,788.1  
    Share-based compensation expense   46.3       45.4       90.3       89.9  
    Cybersecurity incident expenses   21.4             21.4        
    Other adjustments   2.1       0.8       3.4       (0.1 )
    Professional services associated with certain legal matters   0.2       0.3       0.7       0.8  
    Amortization of acquired intangible assets(1)   122.7       151.4       245.7       302.9  
    Special charges and other, net   1.5       1.8       4.1       3.5  
    Non-GAAP operating income $ 340.8     $ 1,084.7     $ 731.3     $ 2,185.1  
    GAAP operating income as a percentage of net sales   12.6 %     39.3 %     15.2 %     39.4 %
    Non-GAAP operating income as a percentage of net sales   29.3 %     48.1 %     30.4 %     48.1 %
                                   

    (1) Amortization of acquired intangible assets consists of core and developed technology and customer-related acquired intangible assets in connection with business combinations. Such charges are excluded for purposes of calculating certain non-GAAP measures. The use of acquired intangible assets contributed to our revenues earned during the periods presented.

    RECONCILIATION OF GAAP OTHER EXPENSE, NET TO NON-GAAP OTHER EXPENSE, NET
      Three Months Ended September 30,   Six Months Ended September 30,
      2024   2023   2024   2023
    Other expense, net, as reported $ (55.1 )   $ (51.4 )   $ (112.4 )   $ (106.2 )
    Loss on settlement of debt         3.1             12.2  
    Loss on available-for-sale investments   1.8             1.8        
    Non-GAAP other expense, net $ (53.3 )   $ (48.3 )   $ (110.6 )   $ (94.0 )
    GAAP other expense, net, as a percentage of net sales (4.7) %   (2.3) %   (4.7) %   (2.3) %
    Non-GAAP other expense, net, as a percentage of net sales (4.6) %   (2.1) %   (4.6) %   (2.1) %
                   
    RECONCILIATION OF GAAP INCOME TAX PROVISION TO NON-GAAP INCOME TAX PROVISION
      Three Months Ended September 30,   Six Months Ended September 30,
      2024   2023   2024   2023
    Income tax provision as reported $ 13.1     $ 167.0     $ 45.6     $ 348.9  
    Income tax rate, as reported   14.3 %     20.0 %     18.0 %     20.7 %
    Other non-GAAP tax adjustment   24.2       (19.9 )     35.0       (52.4 )
    Non-GAAP income tax provision $ 37.3     $ 147.1     $ 80.6     $ 296.5  
    Non-GAAP income tax rate   13.0 %     14.2 %     13.0 %     14.2 %
                                   
    RECONCILIATION OF GAAP NET INCOME AND GAAP DILUTED NET INCOME PER COMMON SHARE TO NON-GAAP NET INCOME AND NON-GAAP DILUTED NET INCOME PER COMMON SHARE
      Three Months Ended September 30,   Six Months Ended September 30,
      2024   2023   2024   2023
    Net income, as reported $ 78.4     $ 666.6     $ 207.7     $ 1,333.0  
    Share-based compensation expense   46.3       45.4       90.3       89.9  
    Cybersecurity incident expenses   21.4             21.4        
    Other adjustments   2.1       0.8       3.4       (0.1 )
    Professional services associated with certain legal matters   0.2       0.3       0.7       0.8  
    Amortization of acquired intangible assets   122.7       151.4       245.7       302.9  
    Special charges and other, net   1.5       1.8       4.1       3.5  
    Loss on settlement of debt         3.1             12.2  
    Loss on available-for-sale investments   1.8             1.8        
    Other non-GAAP tax adjustment   (24.2 )     19.9       (35.0 )     52.4  
    Non-GAAP net income $ 250.2     $ 889.3     $ 540.1     $ 1,794.6  
    GAAP net income as a percentage of net sales   6.7 %     29.6 %     8.6 %     29.3 %
    Non-GAAP net income as a percentage of net sales   21.5 %     39.4 %     22.5 %     39.5 %
    Diluted net income per common share, as reported $ 0.14     $ 1.21     $ 0.38     $ 2.42  
    Non-GAAP diluted net income per common share $ 0.46     $ 1.62     $ 1.00     $ 3.26  
    Diluted common shares outstanding, as reported   542.0       549.2       542.4       550.3  
    Diluted common shares outstanding non-GAAP   542.0       549.2       542.4       550.3  
                                   
    RECONCILIATION OF GAAP CASH FLOW FROM OPERATIONS TO FREE CASH FLOW
      Three Months Ended September 30,   Six Months Ended September 30,
      2024   2023   2024   2023
    GAAP cash flow from operations, as reported $ 43.6     $ 616.2     $ 420.7     $ 1,609.4  
    Capital expenditures   (20.8 )     (74.4 )     (93.7 )     (185.5 )
    Free cash flow $ 22.8     $ 541.8     $ 327.0     $ 1,423.9  
    GAAP cash flow from operations as a percentage of net sales   3.7 %     27.3 %     17.5 %     35.4 %
    Free cash flow as a percentage of net sales   2.0 %     24.0 %     13.6 %     31.3 %
                                   

    Microchip will host a conference call today, November 5, 2024 at 5:00 p.m. (Eastern Time) to discuss this release. This call will be simulcast over the Internet at www.microchip.com. The webcast will be available for replay until November 26, 2024.

    A telephonic replay of the conference call will be available at approximately 8:00 p.m. (Eastern Time) on November 5, 2024 and will remain available until 5:00 p.m. (Eastern Time) on November 26, 2024. Interested parties may listen to the replay by dialing 201-612-7415/877-660-6853 and entering access code 13747161.

    Cautionary Statement:

    The statements in this release relating to continuing to navigate through an inventory correction, macro weakness for many manufacturing businesses, heightened weakness in our European business, that the green shoots we saw in recent quarters have progressed unevenly, our belief that these are all positive signs for a potential bottom formation despite limited visibility, that we are maintaining strong cost discipline and balance sheet management while taking actions to ensure operational readiness for the anticipated market recovery, that our Total System Solutions approach is driving strong execution and seeing growing adoption in AI-accelerated servers in the data center markets, that our PCIe switches, SSD controllers, CXL solutions, and associated power and timing products are key to continuing to strengthen our data center portfolio, that we believe we are well-positioned to capitalize on opportunities in this growth market, that for the December quarter we expect net sales between $1.025 billion and $1.095 billion, that we continue to face macro uncertainties in what is historically our seasonally weakest quarter, that our design-in momentum continues to remain strong, driven by our Total System Solutions strategy and key market megatrends, our third quarter fiscal 2025 guidance for net sales and GAAP and non-GAAP gross profit, operating expenses, operating income, other expense, net, income tax provision, net income, diluted common shares outstanding, earnings per diluted share, capital expenditures for the December 2024 quarter and for all of fiscal 2025, selectively adding capital equipment to maintain, grow and operate our internal manufacturing capabilities to support the expected growth of our business, our belief that non-GAAP measures are useful to investors and our assumed average stock price in the December 2024 quarter are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause our actual results to differ materially, including, but not limited to: any continued uncertainty, fluctuations or weakness in the U.S. and world economies (including China and Europe) due to changes in interest rates, high inflation or the impact of the COVID-19 pandemic (including lock-downs in China), actions taken or which may be taken by the Biden administration or the U.S. Congress, monetary policy, political, geopolitical, trade or other issues in the U.S. or internationally (including the military conflicts in Ukraine-Russia and the Middle East and the outcome of the U.S. elections in November), further changes in demand or market acceptance of our products and the products of our customers and our ability to respond to any increases or decreases in market demand or customer requests to reschedule or cancel orders; the mix of inventory we hold, our ability to satisfy any short-term orders from our inventory and our ability to effectively manage our inventory levels; the impact that the CHIPS Act will have on increasing manufacturing capacity in our industry by providing incentives for us, our competitors and foundries to build new wafer manufacturing facilities or expand existing facilities; the amount and timing of any incentives we may receive under the CHIPS Act, the impact of current and future changes in U.S. corporate tax laws (including the Inflation Reduction Act of 2022 and the Tax Cuts and Jobs Act of 2017), foreign currency effects on our business; changes in utilization of our manufacturing capacity and our ability to effectively manage our production levels to meet any increases or decreases in market demand or any customer requests to reschedule or cancel orders; the impact of inflation on our business; competitive developments including pricing pressures; the level of orders that are received and can be shipped in a quarter; our ability to realize the expected benefits of our long-term supply assurance program; changes or fluctuations in customer order patterns and seasonality; our ability to effectively manage our supply of wafers from third party wafer foundries to meet any decreases or increases in our needs and the cost of such wafers, our ability to obtain additional capacity from our suppliers to increase production to meet any future increases in market demand; our ability to successfully integrate the operations and employees, retain key employees and customers and otherwise realize the expected synergies and benefits of our acquisitions; the impact of any future significant acquisitions or strategic transactions we may make; the costs and outcome of any current or future litigation or other matters involving our acquisitions (including the acquired business, intellectual property, customers, or other issues); the costs and outcome of any current or future tax audit or investigation regarding our business or our acquired businesses; fluctuations in our stock price and trading volume which could impact the number of shares we acquire under our share repurchase program and the timing of such repurchases; disruptions in our business or the businesses of our customers or suppliers due to natural disasters (including any floods in Thailand), terrorist activity, armed conflict, war, worldwide oil prices and supply, public health concerns or disruptions in the transportation system; and general economic, industry or political conditions in the United States or internationally.

    For a detailed discussion of these and other risk factors, please refer to Microchip’s filings on Forms 10-K and 10-Q. You can obtain copies of Forms 10-K and 10-Q and other relevant documents for free at Microchip’s website (www.microchip.com) or the SEC’s website (www.sec.gov) or from commercial document retrieval services.

    Stockholders of Microchip are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. Microchip does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after this November 5, 2024 press release, or to reflect the occurrence of unanticipated events.

    About Microchip:

    Microchip Technology Incorporated is a leading provider of smart, connected and secure embedded control solutions. Its easy-to-use development tools and comprehensive product portfolio enable customers to create optimal designs, which reduce risk while lowering total system cost and time to market. Our solutions serve approximately 116,000 customers across the industrial, automotive, consumer, aerospace and defense, communications and computing markets. Headquartered in Chandler, Arizona, Microchip offers outstanding technical support along with dependable delivery and quality. For more information, visit the Microchip website at www.microchip.com.

    Note: The Microchip name and logo are registered trademarks of Microchip Technology Incorporated in the U.S.A. and other countries. All other trademarks mentioned herein are the property of their respective companies.

    INVESTOR RELATIONS CONTACT:
    Sajid Daudi — Head of Investor Relations….. (480) 792-7385

    The MIL Network

  • MIL-OSI: Runway Growth Finance Corp. Announces Fourth Quarter Regular Dividend of $0.40

    Source: GlobeNewswire (MIL-OSI)

    MENLO PARK, Calif., Nov. 05, 2024 (GLOBE NEWSWIRE) — Runway Growth Finance Corp. (Nasdaq: RWAY) (“Runway Growth” or the “Company”), a leading provider of flexible capital solutions to late- and growth-stage companies seeking an alternative to raising equity, today announced that its Board of Directors has declared a fourth quarter 2024 regular cash distribution of $0.40 per share.

    The following shows the key dates of the fourth quarter 2024 dividend:

    Declaration Date: November 5, 2024
    Record Date: November 18, 2024
    Payment Date: December 2, 2024

    Runway Growth generally intends to distribute, out of assets legally available for distribution, substantially all of its available earnings, on a quarterly basis, subject to the discretion of the Board of Directors. Any distribution by the Company will depend on the Company’s earnings, financial condition, maintenance of regulated investment company status for income tax purposes, compliance with applicable business development company regulations and such other factors as the Board of Directors may deem relevant from time to time. The Company also maintains an “opt out” dividend reinvestment plan, as amended, for its stockholders. As a result, if the Company declares a distribution, then stockholders who have not opted out of the dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of the Company’s common stock.

    About Runway Growth Finance Corp.
    Runway Growth is a growing specialty finance company focused on providing flexible capital solutions to late- and growth-stage companies seeking an alternative to raising equity. Runway Growth is a closed-end investment fund that has elected to be regulated as a business development company under the Investment Company Act of 1940. Runway Growth is externally managed by Runway Growth Capital LLC, an established registered investment advisor that was formed in 2015 and led by industry veteran David Spreng. For more information, please visit www.runwaygrowth.com

    Forward-Looking Statements
    Statements included herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties, which change over time. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in Runway Growth’s filings with the Securities and Exchange Commission. Runway Growth undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

    IR Contacts:
    Taylor Donahue, Prosek Partners, tdonahue@prosek.com
    Thomas B. Raterman, Chief Financial Officer and Chief Operating Officer, tr@runwaygrowth.com

    The MIL Network

  • MIL-OSI: Enstar Acquires Bermuda Reinsurer in its Second Property ILS Transaction

    Source: GlobeNewswire (MIL-OSI)

    HAMILTON, Bermuda, Nov. 05, 2024 (GLOBE NEWSWIRE) — Enstar Group Limited (Nasdaq: ESGR) today announced that its wholly-owned subsidiary, Cavello Bay Reinsurance Limited (“Cavello Bay”), has acquired a Bermuda-domiciled Class 3B insurer and segregated accounts company (the “Reinsurer”).

    The Reinsurer underwrote property reinsurance business between 2020 and 2023 on behalf of third-party investors, assuming the risk through retrocession agreements with a fronting carrier. The Reinsurer had $66 million of shareholders’ equity at the end of July 2024.

    The Reinsurer will be merged into Cavello Bay and a consolidated and amended retrocession agreement between the fronting carrier and Cavello Bay will become effective.

    Dominic Silvester, Chief Executive Officer of Enstar, said: “This acquisition is our second transaction in the property ILS space in recent months, which we see as a growth market for legacy solutions. The deal structure eliminates collateral requirements, demonstrating the benefit of Cavello Bay’s strong balance sheet and financial strength rating.”

    About Enstar 

    Enstar is a NASDAQ-listed leading global insurance group that offers capital release solutions through its network of group companies in Bermuda, the United States, the United Kingdom, Continental Europe, Australia and other international locations. A market leader in completing legacy acquisitions, Enstar has acquired over 120 companies and portfolios since its formation. For further information about Enstar, see www.enstargroup.com

    Cautionary Statement  

    This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding the intent, belief or current expectations of Enstar and its management team. Investors can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as ‘aim’, ‘ambition’, ‘anticipate’, ‘estimate’, ‘expect’, ‘intend’, ‘will’, ‘project’, ‘plan’, ‘believe’, ‘target’ and other words and terms of similar meaning in connection with any discussion of future events or performance. Investors are cautioned that any such forward-looking statements speak only as of the date they are made, are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Important risk factors regarding Enstar can be found under the heading “Risk Factors” in Enstar’s Form 10-K for the year ended December 31, 2023 and Enstar’s Form 10-Q for the quarter ended June 30, 2024 and are incorporated herein by reference. Furthermore, Enstar undertakes no obligation to update any written or oral forward-looking statements or publicly announce any updates or revisions to any of the forward-looking statements contained herein, to reflect any change in its expectations with regard thereto or any change in events, conditions, circumstances or assumptions underlying such statements, except as required by law.

    Contact:

    For Enstar:
    For Investors: Matthew Kirk (investor.relations@enstargroup.com)
    For Media: Jenna Kerr (communications@enstargroup.com)

    The MIL Network

  • MIL-OSI: ARB IOT Group Limited Signs a Memorandum of Understanding (MOU) To Accelerate Global AI Revolution with Advanced Server Solutions

    Source: GlobeNewswire (MIL-OSI)

    Kuala Lumpur, Malaysia, Nov. 05, 2024 (GLOBE NEWSWIRE) — – ARB IOT Group Limited (“AIGL” or the “Company”) (NASDAQ: ARBB) announced the signing of a Memorandum of Understanding (the “MOU”) between its indirect wholly owned subsidiary, ARBIOT Sdn Bhd, with ASUSTeK Computer Inc. (“ASUS”) and ServerSphere to collaborate on global artificial intelligence (AI) server solutions. This strategic partnership aims to combine each party’s expertise and resources to provide comprehensive AI server solutions, accelerating the global AI revolution.

    ASUS is a Taiwan-based multinational computer hardware and consumer electronics company established in 1989. ASUS is considered the world’s No. 1 motherboard and gaming brand, as well as a top-three consumer notebook vendor.

    ServerSphere is a Taiwanese AI server hardware company partnered with Phison Electronics Corporation, a leading Taiwanese company specializing in controllers for NAND flash memory chips.  This partnership enhances ServerSphere’s AI servers with advanced storage technologies, allowing it to effectively meet the evolving demands of the global market.

    The MOU signifies the establishment of a strategic global partnership focusing on developing and promoting AI server solutions worldwide. The cooperation includes hardware supply, software development, assembly, and sales, aiming to jointly expand the global AI market and enhance market competitiveness.

    AIGL’s turnkey AI server solutions arising from this partnership are designed to be user-friendly and accessible, allowing users worldwide to manage, configure, and monitor applications and resources with minimal technical knowledge. AIGL’s solutions offers cost-effective options to customers by optimising resources, reducing operational costs, and improving efficiency. With robust privacy and data protection features, AIGL’s AI servers ensure customer data security, making application development more affordable and secure for businesses globally by offering efficient, scalable, and cost-saving tools.

    The AI servers offer a balanced, cost-effective and flexible solution ideal for data centres, offering an alternative to the H100/200 solutions currently available in the market. By addressing the evolving needs of the global AI data centre market, this new strategic alliance aims to accelerate the adoption of AI technologies globally.

    The MOU not only emphasizes cooperation through the combination of expertise and resources to develop AI server solutions but also seeks to generate further synergies and new business opportunities. The Company will be responsible for assembling, testing, localization, and customization of the AI servers. Additionally, the Company will handle global market sales, promotion, and after-sales support services of the final product globally, and will propose improvement based on market demands to assist in the enhancement and evolution of these AI server products.

    This collaboration marks a significant milestone in the Company’s growth, leveraging combined expertise in AI computing technology and promoting sustainable advanced AI server solutions to accelerate the global AI revolution.

    About ARB IOT Group Limited

    ARB IOT Group Limited is a provider of complete solutions to clients for the integration of Internet of Things (“IoT”) systems and devices from designing to project deployment. We offer a wide range of IoT systems as well as provide customers a substantial range of services such as system integration and system support service. We deliver holistic solutions with full turnkey deployment from designing, installation, testing, pre-commissioning, and commissioning of various IoT systems and devices as well as integration of automated systems, including installation of wire and wireless and mechatronic works.

    Safe Harbor Statement

    This press release contains “forward-looking statements” that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this press release, such as statements regarding our estimated future results of operations and financial position, our strategy and plans, and our objectives or goals, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Our actual results may differ materially or perhaps significantly from those discussed herein, or implied by, these forward-looking statements. There are a significant number of factors that could cause actual results to differ materially from statements made in this press release, including, but not limited to, those that we discussed or referred to in the Company’s disclosure documents filed with the U.S. Securities and Exchange Commission (the “SEC”) available on the SEC’s website at www.sec.gov, including the Company’s Annual Report on Form 20-F as well as in our other reports filed or furnished from time to time with the SEC. The forward-looking statements included in this press release are made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking statements, other than as required by applicable law.

    For further information, please contact:

    ARB IOT Group Limited
    Investor Relations Department
    Email: contact@arbiotgroup.com

    The MIL Network

  • MIL-OSI: Oak Valley Community Bank Receives Approval On $125,000 in Grants Submitted to Support Turlock Gospel Mission and Habitat for Humanity of Tuolumne County

    Source: GlobeNewswire (MIL-OSI)

    OAKDALE, Calif., Nov. 05, 2024 (GLOBE NEWSWIRE) — Oak Valley Community Bank, a wholly-owned subsidiary of Oak Valley Bancorp (NASDAQ: OVLY), announced they have received approval on two 2024 AHEAD grants which were submitted to the Federal Home Loan Bank of San Francisco (FHLBank San Francisco) on behalf of Turlock Gospel Mission and Habitat for Humanity of Tuolumne County for $100,000 and $25,000, respectively.

    The communities in Stanislaus and Tuolumne counties are one step closer to getting a needed boost in affordable housing and job training. This highly impactful grant will support Turlock Gospel Mission to create new jobs and purchase equipment for their workforce development and job training program, Volente Coffee Roasters. The grant will support Habitat for Humanity’s digital reach and community engagement in Sonora, CA, by upgrading their communication infrastructure.

    As a sponsor of FHLBank San Francisco’s Community Investment Programs and advocate for the services Turlock Gospel Mission and Habitat for Humanity of Tuolumne County provide to our community, Oak Valley Community Bank authored and provided supplemental input for this grant. Jose Sabala, Oak Valley’s Community Reinvestment Officer, remarked, “We are deeply honored to facilitate these grants for Turlock Gospel Mission and Habitat for Humanity of Tuolumne County. As a community-driven bank, we are dedicated to forging partnerships that create meaningful, lasting change within our communities. The support from FHLBank San Francisco underscores a shared commitment to directing vital resources to the communities we proudly serve, and we are grateful for the chance to make a tangible impact together.”

    “These grants delivered in partnership with our member Oak Valley Community Bank will help boost economic opportunity and create access to vital services and support that can be life-changing for people engaged with these programs serving Stanislaus and Tuolumne counties,” said Eric Cicourel, community investment officer for FHLBank San Francisco. “We’re proud that for 20 years and counting, the AHEAD Program continues to make a positive impact throughout the communities we serve.”

    AHEAD economic development grants enable FHLBank San Francisco member financial institutions like Oak Valley Community Bank to fund economic development projects that target pressing community needs and bring greater opportunity to underserved populations. AHEAD grants support innovative, targeted initiatives that will create new economic opportunity by expanding proven development models or piloting new interventions. Grants are awarded annually to the Bank’s members partnering with local nonprofits to meet diverse local needs. The grant is part of a $7.3 million disbursement of AHEAD funds awarded to 84 innovative economic development projects in Arizona, California, and Nevada. A full list of 2024 AHEAD grants are available on the FHLBank San Francisco website.

    About Turlock Gospel Mission:

    Turlock Gospel Mission is a 501(c)(3) non-profit organization, founded in 2007. Turlock Gospel Mission offers three meals per day, emergency overnight shelter for men, women, and their children, both Men’s and Women’s Restoration Program, and guest services including case management, transportation, clothes closet, shelter from inclement weather, on-site pet kennels, pastoral counseling, and culinary job training. For more information, call (209) 656-1033 or visit turlockgospelmission.org.

    About Habitat for Humanity of Tuolumne County:

    Habitat for Humanity of Tuolumne is a 501(c)(3) non-profit organization, founded in 1999. They are dedicated to eliminating substandard housing through constructing homes, advocating for fair and just housing policies, and providing training and access to resources to help families become self-reliant and successful homeowners. For more information, call (209) 536-0970 or visit www.habitattuolumne.org.

    About Oak Valley Community Bank:

    Oak Valley Bancorp operates Oak Valley Community Bank & their Eastern Sierra Community Bank division, through which it offers a variety of loan and deposit products to individuals and small businesses. They currently operate through 18 conveniently located branches: Oakdale, Turlock, Stockton, Patterson, Ripon, Escalon, Manteca, Tracy, Sacramento, Roseville, two branches in Sonora, three branches in Modesto, and three branches in their Eastern Sierra division, which includes Bridgeport, Mammoth Lakes, and Bishop. For more information, call 1-866-844-7500 or visit www.ovcb.com.

    Contact:      Chris Courtney/Rick McCarty
    Phone:   (209) 848-BANK (2265)
    Toll Free (866) 8447500
    www.ovcb.com
         

    The MIL Network

  • MIL-OSI: Dave Announces Preliminary Financial Results for Third Quarter 2024 and Issues Statement Regarding FTC Matter

    Source: GlobeNewswire (MIL-OSI)

    LOS ANGELES, Nov. 05, 2024 (GLOBE NEWSWIRE) — Dave Inc. (“Dave” or the “Company”) (Nasdaq: DAVE), one of the nation’s leading neobanks, today announced certain preliminary financial results for the quarter ended September 30, 2024.

    Preliminary Financial Results for Third Quarter 2024

    Management expects the Company to report the following preliminary, unaudited results in respect of its quarterly period ended September 30, 2024:

    • Revenue of $92.5 million, a 41% year-over-year increase
    • Net Income of $0.5 million, a $12.5 million year-over-year increase. Net income for the quarter includes a $7.0 million legal settlement and litigation reserve related to the FTC matter referenced further below
    • Adjusted EBITDA* of $24.7 million, a $27.2 million year-over-year increase

    * Non-GAAP measure. See reconciliation of this non-GAAP measure at the end of the press release.

    “In light of the recent FTC action, we wanted to share preliminary Q3 results and reiterate the positive outlook for our business,” said Jason Wilk, Founder and CEO of Dave. “We are pleased to report that we have delivered yet another record quarter of accelerating revenue growth and profitability, demonstrating the continued strength of our business. Given our strong year-to-date performance and continued positive outlook, we plan to raise our full-year 2024 Revenue and Adjusted EBITDA guidance in our upcoming earnings release on November 12.

    “It is worth emphasizing that the FTC’s action, for which we believe we have strong defenses, is related to consumer disclosures and consent, not our ability to charge subscription fees and optional tips and express fees moving forward. Accordingly, we have not contemplated any changes to our forecast as a result of the FTC’s action.

    “With strong profitability, we believe we are well-positioned to sustain a vigorous defense and bring this matter to resolution. Our commitment to transparency, compliance, and customer trust remains our highest priority as we continue to serve the needs of our members.”

    The financial information in this press release is preliminary, unaudited, based on currently available information, and subject to adjustment in the final financial statements to be filed with the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2024.

    Statement Regarding FTC Matter

    As we disclosed in the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2024, we have been cooperating with the FTC in response to a Civil Investigative Demand seeking information about our ExtraCash and other banking products. Following months of good-faith negotiations, we are disappointed the FTC has chosen to file suit against Dave, a company on a mission to level the financial playing field for the millions of Americans poorly served by the legacy financial system. The FTC asserts many incorrect claims regarding Dave’s disclosures and how the Company acquires consent for the fees associated with our products. For the avoidance of doubt, Dave’s ability to charge subscription fees and optional tips and express fees is not in question. We believe this case is another example of regulatory overreach by the FTC, and we intend to vigorously defend ourselves. We take compliance and customer transparency very seriously and believe that we have always acted within the law. We remain focused on serving our members who love and rely on our products.

    Full Earnings Release and Conference Call

    Dave management will host a conference call on Tuesday, November 12, 2024, at 5:00 p.m. Eastern time to discuss its full financial results for the third quarter ended September 30, 2024. The Company’s results will be reported in a press release prior to the call. The conference call details are as follows:

    Date: Tuesday, November 12, 2024
    Time: 5:00 p.m. Eastern time
    Dial-in registration link: Here
    Live webcast registration link: Here

    The conference call will also be available for replay in the Events section of the Company’s website, along with the transcript, at https://investors.dave.com.

    If you have any difficulty registering for or connecting to the conference call, please contact Elevate IR at DAVE@elevate-ir.com.

    About Dave

    Dave (Nasdaq: DAVE) is a leading U.S. neobank and fintech pioneer serving millions of everyday Americans. Dave uses disruptive technologies to provide best-in-class banking services at a fraction of the price of incumbents. Dave partners with Evolve Bank & Trust, a FDIC member. For more information about the company, visit: www.dave.com. For investor information and updates, visit: investors.dave.com and follow @davebanking on X.

    Forward-Looking Statements

    This press release includes forward-looking statements, which are subject to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “feels,” “believes,” “expects,” “estimates,” “projects,” “intends,” “remains,” “should,” “is to be,” or the negative of such terms, or other comparable terminology and include, among other things, the quotation of our Chief Executive Officer relating to Dave’s future performance and growth, statements relating to fiscal year 2024 guidance, projected financial results for future periods, plans for marketing spend and the FTC’s lawsuit against us and other statements about future events. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors, including, but not limited to: the ability of Dave to compete in its highly competitive industry; the ability of Dave to keep pace with the rapid technological developments in its industry and the larger financial services industry; the ability of Dave to manage risks associated with providing ExtraCash advances; the ability of Dave to retain its current Members, acquire new Members and sell additional functionality and services to its Members; the ability of Dave to protect intellectual property and trade secrets; the ability of Dave to maintain the integrity of its confidential information and information systems or comply with applicable privacy and data security requirements and regulations; the reliance by Dave on a single bank partner; the ability of Dave to maintain or secure current and future key banking relationships and other third-party service providers; changes in applicable laws or regulations and extensive and evolving government regulations that impact operations and business; the ability to attract or maintain a qualified workforce; level of product service failures that could lead Dave Members to use competitors’ services; investigations, claims, disputes, enforcement actions, litigation and/or other regulatory or legal proceedings, including the FTC’s lawsuit against Dave; the ability to maintain the listing of Dave Class A Common Stock on The Nasdaq Stock Market; the possibility that Dave may be adversely affected by other economic factors, including rising interest rates, and business, and/or competitive factors; and other risks and uncertainties discussed in Dave’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2024 and subsequent Quarterly Reports on Form 10-Q under the heading “Risk Factors,” filed with the SEC and other reports and documents Dave files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and Dave undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.

    Preliminary Financial and Operating Results

    The preliminary financial results set forth above for the three months ended September 30, 2024, reflect preliminary, unaudited estimates with respect to such results based solely on currently available information, which is subject to change. Such preliminary results are subject to the finalization of quarter-end financial and accounting procedures. While carrying out such procedures, Dave may identify items that would require it to make adjustments to the preliminary estimates of financial results set forth herein. As a result, Dave’s actual financial results could differ than the information set forth herein and such differences could be material. Moreover, preliminary and estimated financial results should not be viewed as a substitute for Dave’s full quarterly financial statements for the three months ended September 30, 2024, which will be prepared in accordance with U.S. GAAP.

    Non-GAAP Financial Information

    This press release contains references to Adjusted EBITDA (loss), which is a non-GAAP financial measure that is adjusted from results based on generally accepted accounting principles in the United States (“GAAP”) and excludes certain expenses, gains and losses. The Company defines and calculates Adjusted EBITDA (loss) as GAAP net income (loss) attributable to Dave before the impact of interest income or expense, provision/(benefit) for income taxes, and depreciation and amortization, and adjusted to exclude legal settlement and litigation expenses, other non-recurring strategic financing and transaction expenses, stock-based compensation expense, and certain other non-core items.

    Adjusted EBITDA (loss) may be helpful to the user in assessing our operating performance and facilitates an alternative comparison among fiscal periods. The Company’s management team uses Adjusted EBITDA (loss), among other non-GAAP financial measures, in assessing performance, as well as in planning and forecasting future periods. The methods the Company uses to compute its non-GAAP financial measures may differ from the methods used by other companies. Non-GAAP financial measures are supplemental, should not be considered a substitute for financial information presented in accordance with GAAP and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.

    Refer to the section further below for a reconciliation of Adjusted EBITDA (loss) to its most directly comparable GAAP measure for the three and nine months ended September 30, 2024 and 2023.

    Investor Relations Contact

    Sean Mansouri, CFA
    Elevate IR
    DAVE@elevate-ir.com

    Media Contact

    Dan Ury
    press@dave.com

    DAVE INC.
    RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA (LOSS)
    (in millions)
    (unaudited)
                   
           
      For the Three Months Ended September 30,   For Nine Months Ended September 30,
      2024   2023   2024   2023
                   
    Net income (loss) $ 0.5   $ (12.1 )   $ 41.1     $ (48.7 )
    Interest expense, net   1.5     1.7       3.7       5.0  
    Provision for income taxes   0.4           1.8        
    Depreciation and amortization   1.7     1.4       5.2       3.7  
    Stock-based compensation   13.4     6.7       27.2       20.1  
    Gain on extinguishment of convertible debt             (33.4 )      
    Legal settlement and litigation expenses   7.0           7.0        
    Changes in fair value of earnout liabilities             0.1        
    Changes in fair value of public and private warrant liabilities   0.2     (0.2 )     0.4       (0.2 )
    Adjusted EBITDA (loss) $ 24.7   $ (2.5 )   $ 53.1     $ (20.1 )
                   

    The MIL Network

  • MIL-OSI: DLC Releases Q3-2024 Results; Achieves $19.7 Billion in Funded Volumes for Q3-2024 (11% Increase over Prior Year)

    Source: GlobeNewswire (MIL-OSI)

    VANCOUVER, British Columbia, Nov. 05, 2024 (GLOBE NEWSWIRE) — Dominion Lending Centres Inc. (TSX:DLCG) (“DLCG” or the “Corporation”) is pleased to report its financial results for the three (“Q3-2024”) and nine months ended September 30, 2024. For complete information, readers should refer to the interim financial statements and management discussion and analysis which are dated November 5, 2024 and are available on SEDAR+ at www.sedarplus.ca and on the Corporation’s website at www.dlcg.ca. All amounts are presented in Canadian dollars unless otherwise stated.

    DLCG includes the Corporation and its three main subsidiaries: MCC Mortgage Centres Canada Inc. (“MCC”), MA Mortgage Architects Inc. (“MA”), and Newton Connectivity Systems Inc. (“Newton”). 

    Gary Mauris, Executive Chairman and CEO, commented, “The DLC Group maintained its strong momentum from the first half of the year, achieving an 11% increase in funded volumes and a 13% increase in revenues for Q3-2024 compared to Q3-2023. We are pleased that the adoption of our technology connectivity platform ‘Velocity’ continues to grow, increasing to 73% of DLCG-submitted volumes in Q3-2024.  As we look ahead, we are focused on our core objectives of recruitment and retention of franchises and brokers, and onboarding of brokers onto Velocity. The DLC Group, its franchisees, and its mortgage professionals have worked hard to achieve the continued success, and we feel well positioned to capitalize on market conditions as interest rates decline.” 

    Q3-2024 Summary:

    • Q3-2024 funded volumes of $19.7 billion, representing an 11% increase as compared to Q3-2023;
    • Q3-2024 revenue of $22.1 million, representing a 13% increase compared to Q3-2023;
    • Q3-2024 adjusted EBITDA of $12.2 million as compared to $10.1 million in Q3-2023;
    • The Corporation’s Q3-2024 net income of $5.3 million is consistent with Q3-2023, primarily from higher income from operations from increased funded volumes, and increased revenues offset by higher non-cash finance expense on the Preferred Share liability;
    • The Corporation declared a quarterly dividend of $0.03 per class A common share (“Common Share”), resulting in a dividend payment of $1.4 million in Q3-2024; and
    • On October 2, 2024, the Corporation entered into an acquisition agreement with KayMaur Holdings Ltd. and certain minority holders to acquire (“Proposed Acquisition”) all of the issued and outstanding Preferred Shares in exchange for $137 million payable as follows: 30,500,000 class “A” common shares (having a 20 day volume weighted average price of $4.00 per share on the date of announcement) and an aggregate cash payment of $15.0 million. The Proposed Acquisition is subject to a number of conditions, including approval by the Exchange.  If such conditions are met, the Corporation anticipates closing to occur at or near the end of 2024.       

    Selected Consolidated Financial Summary:
    Below is a summary of our financial results for the three and nine months ended September 30, 2024 and September 30, 2023.

      Three months ended Sept. 30, Nine months ended Sept. 30,
    (in thousands, except per share and KPIs)   2024   2023 Change   2024   2023 Change
    Revenues $ 22,073 $ 19,578 13% $ 54,497 $ 46,759 17%
    Income from operations   10,215   8,879 15%   21,063   14,397 46%
    Adjusted EBITDA (1)   12,218   10,116 21%   25,746   17,913 44%
    Adjusted EBITDA margin   55%   52% 3%   47%   38% 9%
    Free cash flow attributable to common shareholders (1)   5,609   4,607 22%   10,529   5,424 94%
    Net income (2)   5,271   5,271   11,987   2,067 480%
    Adjusted net income (1)   3,754   3,115 21%   7,792   4,973 57%
    Diluted earnings per Common Share (2)   0.11   0.11   0.25   0.04 525%
    Adjusted diluted earnings
     per Common Share (1)
      0.08   0.06 33%   0.16   0.10 60%
    Dividends declared per share $ 0.03 $ 0.03 $ 0.09 $ 0.09
     
    Funded mortgage volumes (3)   19.7   17.7 11%   47.8   42.3 13%
    Number of franchises (4)   521   526 (1%)   521   526 (1%)
    Number of brokers (4)   8,784   8,081 9%   8,784   8,081 9%
    % of DLCG funded mortgage volumes submitted through Velocity   73%   64% 9%   72%   63% 9%
    (1) Please see the Non-IFRS Financial Performance Measures section of the accompanying MD&A for additional information.
    (2) Net income for the three and nine months ended September 30, 2024 includes $2.0 million and $4.5 million of non-cash finance expense on the Preferred Share liability (September 30, 2023 – $0.9 million and $8.0 million expense). The Preferred Share liability is revalued at the end of each reporting period to reflect our most recent outlook and forecast. Refer to the Preferred Shares section of the accompanying MD&A for additional information.
    (3) Funded mortgage volumes are presented in billions.
    (4) The number of franchises and brokers are as at the respective period end date (not in thousands).
       

    During the three and nine months ended September 30, 2024, the Corporation saw an increase in revenues over the three and nine months ended September 30, 2023 from higher Newton revenues primarily due to an increase in Velocity adoption and lender contract renewals. In addition, revenue increased from an increase in mortgage brokers under a DLC Corporate franchise contributing to higher revenues from the brokering of mortgages. Further, our funded mortgage volumes increased during the three and nine month periods when compared to 2023’s equivalent periods, which contributed to increased revenues during those periods.

    As the Corporation’s operating expenses are largely fixed in nature and are not necessarily proportionate to changes in revenues, changes in the Corporation’s revenues have a more pronounced impact on adjusted net income, adjusted EBITDA, and adjusted EBITDA margins. As such, these metrics have increased, with higher revenues during the three and nine months ended September 30, 2024 when compared to the three and nine months ended September 30, 2023.

    Income from operations increased from higher revenues but was partly offset by an increase in operating expenses during the three and nine months ended September 30, 2024 when compared to the three and nine months ended September 30, 2023. The increase in operating expenses is primarily from an increase in direct costs from higher franchise recruiting and support costs.

    Net income increased during the nine months ended September 30, 2024, and was consistent for the three months ended September 30, 2024 compared to the prior year periods. The increase during the nine-month period is primarily from higher revenue and lower other expenses. Other expenses decreased during the nine months ended September 30, 2024, primarily from period-over-period variances in finance expense on the Preferred Share liability (refer to Preferred Shares section the accompanying MD&A for additional information), finance expense, gain on disposal of an equity-accounted investment, and other income. During the three months ended September 30, 2024, higher revenue was partly offset by higher operating expenses and higher other expenses. Other expenses increased during the three months ended September 30, 2024, primarily from period-over-period variances in finance expense on the Preferred Share liability (refer to Preferred Shares section of the accompanying MD&A for additional information).

    On April 25, 2024, the Corporation disposed of its 52% interest in Cape Communications International Inc. (operating as “Impact”) for cash proceeds of $3.7 million which was used to fully repay the Junior Credit Facility. The $0.7 million gain on disposal of an equity-accounted investment for the nine months ended September 30, 2024 relates to cumulative amounts arising on foreign exchange translation of Impact that were previously recognized in other comprehensive income (loss) and were reclassified to income on the sale of Impact. Other income for the nine months ended September 30, 2024 includes $1.0 million related to reversal of the liquidation rights liability on the sale of Impact (refer to Related Party section of the accompanying MD&A for additional information).

    Free cash flow increased during the three months ended September 30, 2024, primarily from higher adjusted cash flows from operations (in turn from higher income from operations), and partly offset by higher maintenance CAPEX. Free cash flow increased during the nine ended September 30, 2024, primarily from higher adjusted cash flows from operations (in turn from higher income from operations), and lower maintenance CAPEX.

    Non-IFRS Financial Performance Measures
    Management presents certain non-IFRS financial performance measures which we use as supplemental indicators of our operating performance. These non-IFRS measures do not have any standardized meaning, and therefore are unlikely to be comparable to the calculation of similar measures used by other companies and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Non-IFRS measures are defined and reconciled to the most directly-comparable IFRS measure. Non-IFRS financial performance measures include adjusted EBITDA, adjusted net income, adjusted earnings per share, and free cash flow. Please see the Non-IFRS Financial Performance Measures section of the Corporation’s MD&A dated November 5, 2024 for further information on key performance indicators. The Corporation’s MD&A is available on SEDAR+ at www.sedarplus.ca.

    The following table reconciles adjusted EBITDA from income before income tax, which is the most directly-comparable measure calculated in accordance with IFRS:

       Three months ended Sept. 30, Nine months ended Sept. 30,
    (in thousands)   2024   2023   2024   2023
    Income before income tax $ 7,926 $ 7,445 $ 17,013 $ 5,033
    Add back:                
    Depreciation and amortization   1,117   939   2,994   2,848
    Finance expense   605   832   2,072   2,329
    Finance expense on the Preferred Share liability   2,025   880   4,539   7,991
        11,673   10,096   26,618   18,201
    Adjustments:                
    Share-based payments expense (recovery)   453   (12)   531   (333)
    Promissory note income   (21)   (40)   (78)   (116)
    Foreign exchange loss    3   6   26   26
    Loss on contract settlement   16   (10)   36   58
    Gain on disposal of equity-accounted investment       (681)  
    Non-cash impairment of equity-accounted investments       198  
    Other expense (income) (1)   94   76   (904)   77
    Adjusted EBITDA (2) $ 12,218 $ 10,116 $ 25,746 $ 17,913
    (1) Other expense (income) for the three and nine months ended September 30, 2024 relates to the reversal of the liquidation rights liability on the sale of Impact (see the Related Party Transactions section of the accompanying MD&A) and costs associated with the Proposed Acquisition. Other expense (income) for the three and nine months ended September 30, 2023 relates to a loss on the disposal of an intangible asset.
    (2) Amortization of franchise rights and relationships of $1.3 million and $3.9 million for the three and nine months ended September 30, 2024, respectively (September 30, 2023 – $1.1 million and $3.7 million) is classified as a charge against revenue and has not been added back for adjusted EBITDA.
       

    The following table reconciles free cash flow from cash flow from operating activities, which is the most directly-comparable measure calculated in accordance with IFRS:

       Three months ended Sept. 30, Nine months ended Sept. 30,
    (in thousands)   2024   2023   2024   2023
    Cash flow from operating activities $ 11,289 $ 9,243 $ 26,929 $ 13,653
    Changes in non-cash working capital and other non-cash items   (620)   (382)   (2,929)   2,952
    Cash provided from operations excluding changes in non-cash working capital and other non-cash items   10,669   8,861   24,000   16,605
    Adjustments:                
    Distributions from equity-accounted investees     125   285   275
    Maintenance CAPEX   (886)   (630)   (4,349)   (6,039)
    Lease payments   (117)   (160)   (343)   (476)
    Loss on contract settlement   16   (10)   36   58
    Share-based payments   68     68  
    NCI portion of cash provided from operations excluding changes in non-cash working capital   (242)     (311)  
    Other non-cash items (1)   76     (956)   1
        9,584   8,186   18,430   10,424
    Free cash flow attributable to Preferred Shareholders (2)   (3,975)   (3,579)   (7,901)   (5,000)
    Free cash flow attributable to common shareholders $ 5,609 $ 4,607 $ 10,529 $ 5,424
    (1) Other non-cash items for the three and nine months ended September 30, 2024 represents foreign exchange losses and promissory note income. The three and nine months ended September 30, 2023 includes losses on disposal of an intangible asset.
    (2) Free cash flow attributable to the Preferred Shareholders is determined based on free cash flow of the Core Business Operations (as defined in the Preferred Shares section of the accompanying MD&A).
       

    The following table reconciles adjusted net income from net income, which is the most directly-comparable measure calculated in accordance with IFRS:

       Three months ended Sept. 30, Nine months ended Sept. 30,
    (in thousands)   2024   2023   2024   2023
    Net income $ 5,271 $ 5,271 $ 11,987 $ 2,067
    Adjustments:                
    Gain on sale of an equity-accounted investment       (681)  
    Non-cash impairment of equity-accounted investments       198  
    Foreign exchange loss    3   6   26   26
    Finance expense on the Preferred Share liability (1)   2,025   880   4,539   7,991
    Loss on contract settlement   16   (10)   36   58
    Promissory note interest income   (21)   (40)   (78)   (116)
    Other expense (income) (2)   94   76   (904)   77
    Income tax effects of adjusting items   (25)   (1)   (29)   (4)
        7,363   6,182   15,094   10,099
    Income attributable to Preferred Shareholders (3)   (3,609)   (3,067)   (7,302)   (5,126)
    Adjusted net income   3,754   3,115   7,792   4,973
    Adjusted net income attributable to common shareholders   3,673   3,113   7,655   4,957
    Adjusted net income attributable to non-controlling interest   81   2   137   16
    Diluted adjusted earnings per Common Share $ 0.08 $ 0.06 $ 0.16 $ 0.10
    (1) The Preferred Share liability is revalued at the end of each reporting period to reflect our most recent outlook and forecast. Refer to the Preferred Shares section of the accompanying MD&A.
    (2) Other expense (income) for the three and nine months ended September 30, 2024 relates to the reversal of the liquidation rights liability on the sale of Impact (see the Related Party Transactions section of the accompanying MD&A) and costs associated with the Proposed Acquisition. Other expense (income) for the three and nine months ended September 30, 2023 relates to a loss on the disposal of intangible assets.
    (3) Adjusted net income attributable to the Preferred Shareholders is determined based on adjusted net income of the Core Business Operations (as defined in the Preferred Shares section of the accompanying MD&A).
       

    Forward-Looking Information
    Certain statements in this document constitute forward-looking information under applicable securities legislation. Forward-looking information typically contains statements with words such as “anticipate,” “believe,” “estimate,” “will,” “expect,” “plan,” or similar words suggesting future outcomes or outlooks. Forward-looking information in this document includes, but is not limited to, our anticipation of further interest rate reductions.

    Such forward-looking information is based on many estimates and assumptions, including material estimates and assumptions, related to the following factors below that, while considered reasonable by the Corporation as at the date of this press release considering management’s experience and perception of current conditions and expected developments, are inherently subject to significant business, economic, and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to:

    • Changes in interest rates;
    • The DLC Group’s ability to maintain its existing number of franchisees and add additional franchisees;
    • Changes in overall demand for Canadian real estate (via factors such as immigration);
    • Changes in overall supply for Canadian real estate (via factors such as new housing-start levels);
    • At what period in time the Canadian real estate market stabilizes;
    • Changes in Canadian mortgage lending and mortgage brokerage laws and regulations;
    • Changes in the Canadian mortgage lending marketplace;
    • Changes in the fees paid for mortgage brokerage services in Canada; and
    • Demand for the Corporation’s products remaining consistent with historical demand.

    Many of these uncertainties and contingencies may affect our actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, us. Readers are cautioned that forward-looking statements are not guarantees of future performance. All forward-looking statements made in this document are qualified by these cautionary statements. The foregoing list of risks is not exhaustive. The forward-looking information contained in this document is made as of the date hereof and, except as required by applicable securities laws, we undertake no obligation to update publicly or revise any forward-looking statements or information, whether because of new information, future events or otherwise.

    About Dominion Lending Centres Inc.
    Dominion Lending Centres Inc. is Canada’s leading network of mortgage professionals. DLCG operates through Dominion Lending Centres Inc. and its three main subsidiaries, MCC Mortgage Centre Canada Inc., MA Mortgage Architects Inc. and Newton Connectivity Systems Inc., and has operations across Canada. DLCG extensive network includes over 8,500 agents and over 500 locations. Headquartered in British Columbia, DLC was founded in 2006 by Gary Mauris and Chris Kayat.

    DLCG can be found on X (Twitter), Facebook and Instagram and LinkedIn @DLCGmortgage and on the web at www.dlcg.ca

    Contact information for the Corporation is as follows:

    Eddy Cocciollo
    President
    647-403-7320
    eddy@dlc.ca 
    James Bell
    EVP, Corporate and Chief Legal Officer
    403-560-0821
    jbell@dlcg.ca
       

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

    The MIL Network

  • MIL-OSI: FLINT Announces Third Quarter 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, Nov. 05, 2024 (GLOBE NEWSWIRE) — FLINT Corp. (“FLINT” or the “Company”) (TSX: FLNT) today announced its results for the three and nine months ended September 30, 2024. All amounts are in Canadian dollars and expressed in thousands of dollars unless otherwise noted.

    “EBITDAS” and “Adjusted EBITDAS” are not standard measures under IFRS. Please refer to the Advisory regarding Non-GAAP Financial Measures at the end of this press release for a description of these items and limitations of their use.

    “In the third quarter, we reached record levels of activity with $211.6 million in revenue and successfully executed 13 turnarounds. Adjusted EBITDAS rose by 24.4% year over year. Our dedication to client-centric service and on-time, on-budget contract execution will continue to drive our growth” said Barry Card, Chief Executive Officer.

    “We successfully onboarded over 850 new employees in the third quarter, reaching a workforce high of 4,450 in September. Over 2 million exposure hours were worked throughout the quarter without a single recordable incident, showcasing our commitment to safety as it is an integral part of how we deliver services to our clients daily,” added Mr. Card.

    THIRD QUARTER HIGHLIGHTS

    • Revenue for the three months ended September 30, 2024 was $211.6 million, representing an increase of $24.6 million or 13.1% from the same period in 2023 and an increase of $46.7 million or 28.3% from the second quarter of 2024.
    • Gross profit for the three months ended September 30, 2024 was $23.8 million, representing an increase of $4.0 million or 20.3% from the same period in 2023 and an increase of $5.8 million or 32.1% from the second quarter of 2024.
    • Gross profit margin for the three months ended September 30, 2024 was 11.2%, as compared to 10.6% in the same period in 2023 and 10.9% in the second quarter of 2024.
    • Adjusted EBITDAS for the three months ended September 30, 2024 was $13.4 million, representing an increase of $2.6 million or 24.4% from the same period in 2023 and an increase of $5.1 million or 61.7% from the second quarter of 2024.
    • Adjusted EBITDAS margin was 6.3% for the three months ended September 30, 2024 representing an increase of 0.5% from the same period in 2023 and an increase of 1.3% from the second quarter of 2024.
    • Selling, general and administrative (“SG&A”) expenses for the three months ended September 30, 2024 were $10.9 million, representing an increase of $1.9 million or 20.9% from the same period in 2023 and an increase of $0.8 million or 7.4% from the second quarter of 2024. As a percentage of revenue, SG&A expenses for the three months ended September 30, 2024 was 5.2%, as compared to 4.8% in the same period in 2023 and 6.2% in the second quarter of 2024.
    • Liquidity, including cash and available credit facilities, was $48.6 million at September 30, 2024, as compared to $34.4 million at September 30, 2023.
    • New contract awards and renewals totaled approximately $67.4 million for the three months ended September 30, 2024 and $18.3 million for the month of October. Approximately 85% of the work is expected to be completed in 2024.

    THIRD QUARTER FINANCIAL RESULTS

    ($ thousands, except per share amounts) Three months ended September 30, Nine months ended September 30,
    2024 2023 % Change 2024 2023 % Change
                 
    Revenue ($) 211,594 187,017 13.1 522,779 506,063 3.3
                 
    Gross Profit ($) 23,757 19,740 20.3 54,745 50,368 8.7
    Gross Profit Margin (%) 11.2 10.6 0.6 10.5 10.0 0.5
                 
    Adjusted EBITDAS(1) 13,433 10,796 24.4 24,926 24,134 3.3
    Adjusted EBITDAS Margin (%) 6.3 5.8 0.5 4.8 4.8
                 
    SG&A ($) 10,934 9,045 20.9 31,171 26,785 16.4
    SG&A Margin (%) 5.2 4.8 0.4 6.0 5.3 0.7
                 
    Net income (loss) from continuing operations ($) 5,305 2,789 90.2 (69) (12,639) (99.5)
    Net income (loss) ($) 5,233 2,786 87.8 (385) (12,646) (97.0)
                 
    Basic and Diluted:            
    Net income (loss) per share from continuing operations ($) 0.05 0.03 66.7 (0.11) (100.0)
    Net income (loss) per share ($) 0.05 0.03 66.7 (0.11) (100.0)
                 

    (1) EBITDAS and Adjusted EBITDAS are not standard measures under IFRS and they are defined in the section “Advisory regarding Non-GAAP Financial Measures”

    Revenue for the three and nine months ended September 30, 2024 was $211,594 and $522,779 compared to $187,017 and $506,063 for the same periods in 2023, representing an increase of 13.1% and 3.3%. The increase in revenue was primarily due to the 13 turnarounds that were performed in the third quarter this year, compared to 6 turnarounds that were performed in the same period of 2023.

    Gross profit for the three and nine months ended September 30, 2024 was $23,757 and $54,745 compared to $19,740 and $50,368 for the same periods in 2023, representing an increase of 20.3% and 8.7%. Gross profit margin for three and nine months ended September 30, 2024 was 11.2% and 10.5%, compared to 10.6% and 10.0% to for the same periods in 2023. The increase in gross profit margin was primarily due to the mix of work compared to the same period of 2023.

    SG&A expenses for the three and nine months ended September 30, 2024 were $10,934 and $31,171, in comparison to $9,045 and $26,785 for the same periods in 2023, representing an increase of 20.9% and 16.4%. As a percentage of revenue, SG&A expenses for the three and nine months ended September 30, 2024 were 5.2% and 6.0% compared to 4.8% and 5.3% for the same periods in 2023. The increase in SG&A expenses, both on an absolute basis and as a percentage of revenue, is primarily due to higher personnel costs to support the Company’s organic growth strategy and increased professional fees to assist in the ongoing continuous improvements in the business post the implementation of the Company’s enterprise resource planning system.

    For the three and nine months ended September 30, 2024, Adjusted EBITDAS was $13,433 and $24,926 compared to $10,796 and $24,134 for the same periods in 2023. As a percentage of revenue, Adjusted EBITDAS was 6.3% and 4.8% for the three and nine months ended September 30, 2024 compared to 5.8% and 4.8% for the same periods in 2023.

    Income from continuing operations for the three months ended September 30, 2024 was $5,305 compared to $2,789 for the same period in 2023. The income variance was primarily driven by the increase in turnaround activity partially offset by higher SG&A expenses. Loss from continuing operations for the nine months ended September 30, 2024 was $69 compared to $12,639 for the same period in 2023. The loss variance was driven by the impairment of intangible assets, goodwill and PP&E recognized in the second quarter of 2023.

    LIQUIDITY AND CAPITAL RESOURCES

    FLINT has an asset-based revolving credit facility (the “ABL Facility”) providing for maximum borrowings of up to $50.0 million with a Canadian chartered bank. The amount available under the ABL Facility will vary from time to time based on the borrowing base determined with reference to the accounts receivable of FLINT and certain of its subsidiaries. The maturity date of the ABL Facility is April 14, 2027.

    The Company anticipates that its liquidity (cash on hand and available credit facilities) and cash flow from operations will be sufficient to meet its short-term contractual obligations. To maintain compliance with its financial covenants through September 30, 2025, the Company has the ability to pay interest on the Senior Secured Debentures in kind, which requires approval by the holder of the Senior Secured Debentures at its sole discretion

    As at September 30, 2024, the issued and outstanding share capital included 110,001,239 Common Shares, 127,732 Series 1 Preferred Shares, and 40,111 Series 2 Preferred Shares.

    The Series 1 Preferred Shares (having an aggregate value of $127.732 million) are convertible at the option of the holder into Common Shares at a price of $0.35/share and the Series 2 Preferred Shares (having an aggregate value of $40.111 million) are convertible into Common Shares at a price of $0.10/share.

    The Series 1 and Series 2 Preferred Shares have a 10% fixed cumulative preferential cash dividend payable when the Company has sufficient monies to be able to do so, including under the provisions of applicable law and contracts affecting the Company. The Board of Directors of the Company does not intend to declare or pay any cash dividends until the Company’s balance sheet and liquidity position supports the payment. As at September 30, 2024, the accrued and unpaid dividends on the Series 1 and Series 2 shares totaled $106.0 million. Any accrued and unpaid dividends are convertible in certain circumstances at the option of the holder into additional Series 1 and Series 2 Preferred Shares.

    On June 30, 2024, Canso, in its capacity as portfolio manager for and on behalf of certain accounts that it manages and sole holder of the Senior Secured Debentures, agreed to accept the issuance of Senior Secured Debentures on June 30, 2024 with a principal amount of $5,205 in order to satisfy the interest that would otherwise become due and payable on such date.

    ADDITIONAL INFORMATION

    Our unaudited condensed interim financial statements for the three and nine months ended September 30, 2024 and the related Management’s Discussion and Analysis of the operating and financial results can be accessed on our website at www.flintcorp.com and will be available shortly through SEDAR at www.sedarplus.ca.

    About FLINT Corp.

    With a legacy of excellence and experience stretching back more than 100 years, FLINT provides solutions for the Energy and Industrial markets including: Oil & Gas (upstream, midstream and downstream), Petrochemical, Mining, Power, Agriculture, Forestry, Infrastructure and Water Treatment. With offices strategically located across Canada and a dedicated workforce, we provide maintenance, construction, wear technology and environmental services that help our customers bring their resources to our world. For more information about FLINT, please visit www.flintcorp.com or contact:

    Barry Card Jennifer Stubbs
    Chief Executive Officer Chief Financial Officer
    FLINT Corp. FLINT Corp.
    (587) 318-0997  
    investorrelations@flintcorp.com  
       

    Advisory regarding Forward-Looking Information

    Certain information included in this press release may constitute “forward-looking information” within the meaning of Canadian securities laws. In some cases, forward-looking information can be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue” or the negative of these terms or other similar expressions concerning matters that are not historical facts. Specifically, this press release contains forward-looking information relating to: our business plans, strategies and objectives; the sufficiency of our liquidity and cash flow from operations to meet our short-term contractual obligations and maintain compliance with our financial covenants through to September 30, 2025; the payment of interest owing on the Senior Secured Debentures in kind; the Company’s approach to dividends; our view that dedication to client-centric service and on-time, on-budget contract execution will continue to drive our growth; and the amount of work that is expected to be completed in 2024.

    Forward-looking information involves significant risks and uncertainties. A number of factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking information including, but not limited to, compliance with debt covenants, access to credit facilities and other sources of capital for working capital requirements and capital expenditure needs, availability of labour, dependence on key personnel, economic conditions, commodity prices, interest rates, regulatory change, weather and risks related to the integration of acquired businesses. These factors should not be considered exhaustive. Risks and uncertainties about FLINT’s business are more fully discussed in FLINT’s disclosure materials, including its annual information form and management’s discussion and analysis of the operating and financial results, filed with the securities regulatory authorities in Canada and available on SEDAR+ at www.sedarplus.ca. In formulating the forward-looking information, management has assumed that business and economic conditions affecting FLINT will continue substantially in the ordinary course, including, without limitation, with respect to general levels of economic activity, regulations, taxes and interest rates. Although the forward-looking information is based on what management of FLINT consider to be reasonable assumptions based on information currently available to it, there can be no assurance that actual events or results will be consistent with this forward-looking information, and management’s assumptions may prove to be incorrect.

    This forward-looking information is made as of the date of this press release, and FLINT does not assume any obligation to update or revise it to reflect new events or circumstances except as required by law. Undue reliance should not be placed on forward-looking information. Forward-looking information is provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes.

    Advisory regarding Non-GAAP Financial Measures

    The terms ‘‘EBITDAS’’ and “Adjusted EBITDAS” (collectively, the ‘‘Non-GAAP Financial Measures’’) are financial measures used in this press release that are not standard measures under IFRS. FLINT’s method of calculating the Non-GAAP Financial Measures may differ from the methods used by other issuers. Therefore, the Non-GAAP Financial Measures, as presented, may not be comparable to similar measures presented by other issuers.

    EBITDAS refers to income (loss) from continuing operations in accordance with IFRS, before depreciation and amortization, interest expense, income tax expense (recovery) and long-term incentive plan expenses. EBITDAS is used by management and the directors of FLINT as well as many investors to determine the ability of an issuer to generate cash from operations. Management believes that in addition to income (loss) from continuing operations and cash provided by operating activities, EBITDAS is a useful supplemental measure from which to determine FLINT’s ability to generate cash available for debt service, working capital, capital expenditures and income taxes. FLINT has provided a reconciliation of income (loss) from continuing operations to EBITDAS below.

    Adjusted EBITDAS refers to EBITDAS excluding impairment of assets, restructuring expense, gain on sale of property, plant and equipment, other income and one time incurred expenses. FLINT has used Adjusted EBITDAS as the basis for the analysis of its past operating financial performance. Adjusted EBITDAS is a measure that management believes (i) is a useful supplemental measure from which to determine FLINT’s ability to generate cash available for debt service, working capital, capital expenditures, and income taxes, and (ii) facilitates the comparability of the results of historical periods and the analysis of its operating financial performance which may be useful to investors. FLINT has provided a reconciliation of income (loss) from continuing operations to Adjusted EBITDAS below.

    Investors are cautioned that the Non-GAAP Financial Measures are not alternatives to measures under IFRS and should not, on their own, be construed as an indicator of performance or cash flows, a measure of liquidity or as a measure of actual return on the shares. These Non-GAAP Financial Measures should only be used with reference to FLINT’s consolidated interim and annual financial statements, which are available on SEDAR+ at www.sedarplus.ca or on FLINT’s website at www.flintcorp.com.

    (In thousands of Canadian dollars) Three months ended September 30, Nine months ended September 30,
    2024 2023 2024 2023
             
    Income (loss) from continuing operations 5,305 2,789 (69) (12,639)
    Add:        
    Amortization of intangible assets 66 70 201 332
    Depreciation expense 2,671 2,434 8,003 7,610
    Long-term incentive plan expense 850 625 2,225 2,670
    Interest expense 4,718 4,670 14,033 13,680
    EBITDAS 13,610 10,588 24,393 11,653
    Add (deduct):        
    Gain on sale of property, plant and equipment (810) (133) (1,253) (323)
    Impairment of goodwill and intangible assets 7,289
    Impairment of property, plant and equipment 4,173
    Restructuring expenses 334 327 1,310 1,105
    Other income (47) (32) (468) (142)
    One-time incurred expenses 346 46 944 379
    Adjusted EBITDAS 13,433 10,796 24,926 24,134

    The MIL Network

  • MIL-OSI: AGF Reports October 2024 Assets Under Management and Fee-Earning Assets

    Source: GlobeNewswire (MIL-OSI)

    TORONTO, Nov. 05, 2024 (GLOBE NEWSWIRE) — AGF Management Limited reported total assets under management (AUM) and fee-earning assets1 of $51.5 billion as at October 31, 2024.

    AUM
    ($ billions)
    October 31, 
    2024 
    September 30, 
    2024 
    % Change 
    Month-Over-Month 
    October 31, 
    2023 
    % Change 
    Year-Over- 
    Year  
    Total Mutual Fund $29.2  $28.7    $23.2   
    Exchange-traded funds
    + Separately managed
    accounts
    $2.5  $2.4    $1.5   
    Segregated accounts
    and Sub-advisory
    $6.6  $6.6    $6.5   
    AGF Private Wealth $8.3  $8.3    $7.0   
    Subtotal
    (before AGF Capital
    Partners AUM and fee-
    earning assets
    1)
    $46.6  $46.0    $38.2   
    AGF Capital Partners $2.8  $2.8    $0.1   
    Total AUM $49.4  $48.8  1.2 % $38.3  29.0 %
    AGF Capital Partners
    fee-earning assets1
    $2.1  $2.1    $2.0   
    Total AUM and fee-
    earning assets
    1
    $51.5  $50.9  1.2 % $40.3  27.8 %
               
    Average Daily Mutual
    Fund AUM
    $29.2  $28.2    $23.3   

    1 Fee-earning assets represent assets in which AGF has carried interest ownership and earns recurring fees but does not have ownership interest in the managers.

    Mutual Fund AUM by Category

    ($ billions)

    October 31, 
    2024 
    September 30, 
    2024 
    October 31, 
    2023 
    Domestic Equity Funds $4.4  $4.4  $3.7 
    U.S. and International Equity Funds $17.8  $17.3  $12.9 
    Domestic Balanced Funds $0.1  $0.1  $0.1 
    U.S. and International Balanced Funds $1.6  $1.6  $1.6 
    Domestic Fixed Income Funds $1.8  $1.8  $1.5 
    U.S. and International Fixed Income
    Funds
    $3.2  $3.2  $3.1 
    Domestic Money Market $0.3  $0.3  $0.3 
    Total Mutual Fund AUM $29.2  $28.7  $23.2 
    AGF Capital Partners AUM and fee-
    earning assets

    ($ billions)

    October 31, 
    2024 
    September 30, 
    2024 
    October 31, 
    2023 
    AGF Capital Partners AUM $2.8  $2.8  $0.1 
    AGF Capital Partners fee-earning
    assets
    $2.1  $2.1  $2.0 
    Total AGF Capital Partners AUM and
    fee-earning assets
    $4.9  $4.9  $2.1 


    About AGF Management Limited

    Founded in 1957, AGF Management Limited (AGF) is an independent and globally diverse asset management firm. Our companies deliver excellence in investing in the public and private markets through three business lines: AGF Investments, AGF Capital Partners and AGF Private Wealth.

    AGF brings a disciplined approach, focused on incorporating sound, responsible and sustainable corporate practices. The firm’s collective investment expertise, driven by its fundamental, quantitative and private investing capabilities, extends globally to a wide range of clients, from financial advisors and their clients to high-net worth and institutional investors including pension plans, corporate plans, sovereign wealth funds, endowments and foundations.

    Headquartered in Toronto, Canada, AGF has investment operations and client servicing teams on the ground in North America and Europe. With over $51 billion in total assets under management and fee-earning assets, AGF serves more than 800,000 investors. AGF trades on the Toronto Stock Exchange under the symbol AGF.B.

    AGF Management Limited shareholders, analysts and media, please contact:

    Ken Tsang
    Chief Financial Officer
    416-865-4338, InvestorRelations@agf.com

    The MIL Network

  • MIL-OSI Canada: Government launches consultations on National Bank’s proposed acquisition of Canadian Western Bank

    Source: Government of Canada News (2)

    Today, the Department of Finance is launching consultations to help inform the Minister of Finance’s decision regarding National Bank of Canada’s proposed acquisition of Canadian Western Bank, which was first announced on June 11, 2024.

    November 5, 2024 – Ottawa, Ontario – Department of Finance Canada

    Today, the Department of Finance is launching consultations to help inform the Minister of Finance’s decision regarding National Bank of Canada’s proposed acquisition of Canadian Western Bank, which was first announced on June 11, 2024.

    As stipulated in the Bank Act, all acquisitions and amalgamations in Canada’s banking sector are subject to the approval of the Minister of Finance, who must take into account all matters she considers relevant. These may include:

    • The rights and interests of consumers, business customers, and employees;
    • The impact of the transaction on the level of competition in the sector;
    • The consequences of the stability and integrity of the financial sector and public confidence in it;
    • Whether the acquisition is in the best interests of the financial system; and,
    • Whether the acquisition is in the best interests of those living in an affected region.

    The proposed acquisition would require an additional approval from the Minister of Finance to recategorize Canadian Western Bank and exempt it from the requirement that its shares be widely held. In addition to the regulatory review by the Office of the Superintendent of Financial Institutions and by the Competition Bureau, which concluded in September 2024, comments received during this consultation process will help inform the Minister of Finance’s decision, and can be submitted to transactions@fin.gc.ca by November 19, 2024, with “NBC/CWB” in the subject line.

    MIL OSI Canada News

  • MIL-OSI Australia: City seeks community feedback on Immunisation Services

    Source: State of Victoria Local Government 2

    The City of Greater Bendigo is undertaking a review of its Immunisation Services to ensure the service is meeting the needs of the community.

    Residents can have input into the review by completing a short online survey on the City’s community engagement website Let’s Talk Greater Bendigo by Wednesday December 4, 2024.

    City of Greater Bendigo Acting Manager Community and Environmental Health, Sue Harrison said in the last financial year the City provided a total of 10,504 immunisations at community sessions (6,725), school sessions (3,333) and 446 influenza vaccinations for City staff.

    “The City’s free immunisation services are accessed by a large number of people and by undertaking a review we want to find out residents experiences and satisfaction with the current service,” said Ms Harrison.

    “This is an important project because we want to gain an understanding of the challenges and barriers residents may face when accessing the service and identify what’s working well and the areas where improvements could be made,

    “The information provided by residents through the survey will help us to determine how often, and where, public immunisation clinics are held, if we need to provide better access to the clinics and if services are being delivered in the best possible way.

    “The review is about building community trust and knowledge and we really want to hear the thoughts of residents about the services they use so we can ensure they can access the services they want and need.”

    The survey opens on Wednesday November 6 and will close on Wednesday December 4, 2024.

    MIL OSI News

  • MIL-OSI: Main Street Financial Services Corp. Announces Earnings for Third Quarter of 2024

    Source: GlobeNewswire (MIL-OSI)

    Business Highlights

    • Financial results reflect a full quarter following the completed merger of Main Street Financial Services Corp. (Main Street) and Wayne Savings Bancshares, Inc. (Wayne) on May 31, 2024.
    • Net income for the third quarter of 2024 totaled $3.4 million, or $0.44 per common share
    • Annualized deposit growth of 7.8% for the quarter ended September 30, 2024
    • Annualized loan growth of 4.6% for the quarter ended September 30, 2024
    • Announced implementation of Dividend Reinvestment Plan for shareholders on October 3, 2024
    • Declared cash dividend of $0.14 per share on October 11, 2024

    WOOSTER, Ohio, Nov. 05, 2024 (GLOBE NEWSWIRE) — Main Street Financial Services Corp. (OTCQX: MSWV), (the “Company”), the holding company parent of Main Street Bank Corp. reported a net income of $3.4 million, or $0.44 per common share, for the three months ended September 30, 2024. Excluding the merger-related expenses (non-GAAP) for the three months ended September 30, 2024, net income was $3.6 million, or $0.46 per share. Merger-related expenses totaled $0.2 million for the quarter, consisting of legal and professional services.

    The Company announced a merger of equals transaction with Wayne Savings Bancshares, Inc. (“Legacy Wayne”) on February 23, 2023. On May 31, 2024 (the “Merger Date”), the Company completed the transaction, forming a financial holding company with assets of $1.4 billion. On the Merger Date, Legacy Wayne merged with and into Main Street, with Main Street surviving the merger (the “Merger”). Immediately following the Merger, Main Street’s wholly owned bank subsidiary, Main Street Bank Corp., merged with and into Wayne Savings Community Bank, with Wayne Savings Community Bank surviving the merger. Upon completion of the Merger, Wayne Savings Community Bank was renamed Main Street Bank Corp.

    The Merger was accounted for as a reverse merger using the acquisition method of accounting, therefore, Legacy Wayne was deemed the acquirer for financial reporting purposes, even though Main Street was the legal acquirer. Accordingly, Legacy Wayne’s historical financial statements are the historical financial statements of the combined company for all periods before the Merger Date. Our consolidated statements of income for the quarters ended June 30, 2024 and September 30, 2024, include the results from Main Street on and after May 31, 2024. Results for periods before May 31, 2024, reflect only those of Legacy Wayne and do not include the consolidated statements of income of Main Street. Accordingly, comparisons of our results for the quarter ended September 30, 2024, with those of prior periods may not be meaningful. The number of shares issued and outstanding, earnings per share, dividends paid and all references to share quantities of Main Street have been retrospectively adjusted to reflect the equivalent number of shares issued in the Merger.

    The return on average equity and return on average assets for the third quarter of 2024 was 12.58% and 1.00%, compared to 14.41% and 0.91%, for the third quarter of 2023. Excluding merger-related expenses (non-GAAP), return on average equity and return on average assets for the quarter ended September 30, 2024, was 13.21% and 1.05%, respectively.

    President and CEO James R. VanSickle commented “2024 has been the most transformational year in the 125-year history of our bank. The successful merger of Main Street and Wayne has provided long-term value for our shareholders and benefits for our customers, communities and employees. We are pleased with our growth in loans and deposits and our solid earnings during our first full quarter of operations ended on September 30, 2024. We remain optimistic about the increased capabilities, scale and profitability of our combined organization.”

    Third Quarter 2024 Financial Results

    Net interest income was $10.7 million for the quarter ended September 30, 2024, an increase of 97.6% from $5.4 million for the quarter ended September 30, 2023. The net interest margin of 3.28% for the third quarter of 2024 increased 40 basis points from 2.88% for the third quarter of 2023. Loan yields were 6.17% for the quarter ended September 30, 2024, an increase of 99 basis points when compared to 5.18% for the quarter ended September 30, 2023. Investment yields increased 111 basis points to 3.45% as of September 30, 2024 when compared to the quarter ended September 30, 2023. The cost of funds for the third quarter of 2024, was 2.64%, an increase of 102 basis points when compared to the third quarter of 2023. The cost of funds increase is largely due to utilizing higher-cost wholesale funding, such as FHLB advances, and shifting deposit composition to higher-yielding product offerings. The cost of total deposits was 2.29% for the quarter ended September 30, 2024, a 90 basis point increase when compared to 1.39% for the quarter ended September 30, 2023. The cost of borrowings for the quarter ended September 30, 2024 totaled 5.45%, an increase of 25 basis points when compared to the quarter ended September 30, 2023.

    A provision for credit losses and unfunded commitments of $109,000 was recorded for the quarter ended September 30, 2024. During the quarter, the Company recognized 86,000 in charge-offs and $36,000 in recoveries, reflecting relatively stable asset quality.

    Noninterest income totaled $1.6 million for the quarter ended September 30, 2024. The Company elected to sell approximately $15 million of the acquired securities portfolio during the quarter, recognizing a gain on sale of investments totaling $702,000.

    Noninterest expense totaled $7.9 million for the quarter ended September 30, 2024, an increase of $4.1 million when compared to the quarter ended September 30, 2023. The increase reflects a full quarter of combined expenses after completion of the merger. Merger-related noninterest expenses (non-GAAP) totaled $0.2 million for the quarter, consisting of legal and professional services. Excluding merger-related expenses (non-GAAP), the Company’s efficiency ratio was 62.9% for the quarter ended September 30, 2024, compared to 58.2% for the quarter ended September 30, 2023.

    September 30, 2024 Financial Condition

    At September 30, 2024, the Company had total assets of $1.39 billion with net loan balances totaling $1.11 billion. Net loans receivable increased by $12.6 million during the third quarter of 2024, or 4.6% annualized, primarily in the commercial loan portfolio. As part of the merger, the Company acquired $430.8 million in loans.

    The allowance for credit losses was $11.8 million at September 30, 2024, compared to $7.3 million at December 31, 2023. The increase is a result of establishing an allowance for credit losses on the acquired non-PCD loan portfolio during the second quarter of 2024. The allowance for credit losses as a percent of total loans was 1.04%, compared to 1.09% as of December 31, 2023. The allowance for credit losses and the related provision for credit losses is based on management’s judgment and evaluation of the loan portfolio. Management believes the current allowance for credit losses is adequate, however, changing economic and other conditions may require future adjustments to the allowance for credit losses.

    Total nonperforming loans (NPLs) was $5.4 million at September 30, 2024, an increase from $0.4 million at December 31, 2023. The NPL to net loan receivable ratio was 0.48% as of September 30, 2024. Past due loan balances of 30 days and more increased from $2.8 million at December 31, 2023, to $13.2 million, or 1.18% of net loans outstanding, at September 30, 2024. The increase in nonperforming and past due loans is due to the impact of the acquired loan portfolio.

    Improvement in Asset Quality Since Merger Announcement: The combined level of classified loans and loans past due 30 or more days was $24.4 million and $19.1 as of December 31, 2022. Since the merger announcement on February 23, 2023, the management teams of both Main Street and Wayne invested a great deal of time ensuring our combined organization utilizes strong underwriting standards and proactively monitors credit quality. Main Street sold approximately $15.2 million of loans in August 2023 and April 2024, of which approximately $12.7 million were classified loans. As of September 30, 2024, the resultant Company has $14.6 of classified loans and $13.2 of loans past due 30 or more days.

    Total liabilities increased to $1.28 billion at September 30, 2024 with deposits totaling $1.10 billion and FHLB advances totaling $140.0 million. Deposits grew by $21.2 million, or 7.8% annualized, during the third quarter of 2024. As part of the merger, the Company acquired $487.4 million in deposits. As of September 30, 2024, the Company held no brokered deposits compared to $116.7 million at December 31, 2024. The Company leverages FHLB advances for short-term funding needs due to their accessibility and alignment with prevailing market rates. As of September 30, 2024, the Company held $140.0 million in FHLB advances.

    Total stockholders’ equity was $111.3 million at September 30, 2024, an increase of $58.4 million when compared to the December 31, 2023 balance. The increase was primarily driven by the merger between Main Street and Wayne. Total stockholders’ equity increased during the third quarter of 2024 by $5.3 million, primarily from net income of $3.4 million and an increase in accumulated other comprehensive income benefit of $2.8 million, partially offset by dividends of $1.1 million.

    Main Street Financial Services Corp. is a holding company headquartered in Wooster, Ohio. Its primary subsidiary, Main Street Bank Corp. was founded in 1899 and provides full-service banking, commercial lending, and mortgage services across its branch infrastructure. Today, Main Street Bank Corp. operates 19 branch locations in Wooster, Ohio, Wheeling, West Virginia and other surrounding communities in Ohio and West Virginia. Additional information about Main Street Bank Corp. is available at www.mymainstreetbank.bank.

    Non-GAAP Disclosure
    This press release includes disclosures of the Company’s return on average equity, return on average assets, net income, and efficiency ratios which are excluding costs related to merger activities which are financial measures not prepared in accordance with generally accepted accounting principles in the United States (GAAP). A non-GAAP financial measure is a numerical measure of historical or future financial performance, financial position or cash flow that excludes or includes amounts that are required to be disclosed by GAAP. The Company believes that these non-GAAP financial measures provide both management and investors a more complete understanding of the underlying operational results and trends and the Company’s marketplace performance. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the numbers prepared in accordance with GAAP.

    Forward-LookingStatements
    This release contains forward-looking statements that are not historical facts and that are intended to be “forward-looking statements” as that term is defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include, but are not limited to, statements about the Company’s plans, objectives, expectations and intentions and other statements contained in this release that are not historical facts and pertain to the Company’s future operating results. When used in this release, the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions are generally intended to identify forward-looking statements. Actual results may differ materially from the results discussed in these forward-looking statements, because such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict and are generally beyond the Company’s control. These include but are not limited to: the possibility of adverse economic developments that may, among other things, increase default and delinquency risks in the Company’s loan portfolios; shifts in interest rates; shifts in the rate of inflation; shifts in the demand for the Company’s loan and other products; unforeseen increases in costs and expenses; lower-than-expected revenue or cost savings in connection with acquisitions; changes in accounting policies; changes in the monetary and fiscal policies of the federal government; and changes in laws, regulations and the competitive environment. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

    Contact Information:
    Matthew Hartzler
    Senior Vice President, Chief Financial Officer
    (330) 264-5767

     
    MAIN STREET FINANCIAL SERVICES CORP.
    Condensed Consolidated Balance Sheets
    (Dollars in thousands, except share data – unaudited)
      September 30, 2024   December 31, 2023
    ASSETS      
           
    Cash and cash equivalents $ 40,654     $ 20,884  
    Securities, net (1)   152,915       86,405  
    Loans held for sale          
    Loans receivable, net   1,118,781       669,603  
    Federal Home Loan Bank stock   7,420       3,959  
    Premises & equipment, net   11,119       4,904  
    Bank-owned life insurance   22,013       11,706  
    Other assets   40,351       12,486  
    TOTAL ASSETS $ 1,393,252     $ 809,947  
           
    LIABILITIES AND STOCKHOLDERS’ EQUITY      
           
    Deposit accounts $ 1,101,999     $ 693,126  
    Other short-term borrowings   25,715       8,743  
    Federal Home Loan Bank advances   140,000       47,000  
    Accrued interest payable and other liabilities   14,218       8,111  
    TOTAL LIABILITIES   1,281,932       756,980  
           
           
    Common stock (7,801,011 shares of $1.00 par value issued)   7,801       398  
    Additional paid-in capital   55,640       36,715  
    Retained earnings   54,133       55,342  
    Treasury Stock, at cost – 0 shares and 1,777,824 shares at      
    September 30, 2024 and December 31, 2023, respectively.         (30,330 )
    Accumulated other comprehensive loss   (6,254 )     (9,158 )
    TOTAL STOCKHOLDERS’ EQUITY   111,320       52,967  
           
    TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,393,252     $ 809,947  
           
    (1) Includes available-for-sale and held-to-maturity classifications.
    Note: The December 31, 2023 Condensed Consolidated Balance Sheet has been derived from the audited Consolidated Balance Sheet as of that date.
           
     
    MAIN STREET FINANCIAL SERVICES CORP.
    Condensed Consolidated Statements of Income
    (Dollars in thousands, except share data – unaudited)
                   
                   
      Three Months Ended   Nine Months Ended
      September 30,   September 30,
        2024     2023     2024     2023
                   
    Interest income $ 18,930   $ 9,078   $ 41,196   $ 25,550
    Interest expense   8,308     3,673     19,134     8,590
    Net interest income   10,622     5,405     22,062     16,960
    Provision for credit losses   109     138     4,703     526
    Net interest income after provision for credit losses   10,513     5,267     17,359     16,434
    Non-interest income   1,600     691     2,994     2,000
    Non-interest expense              
    Salaries and employee benefits   3,799     2,049     8,688     5,949
    Net occupancy and equipment expense   1,465     629     2,970     1,806
    Federal deposit insurance premiums   118     117     440     374
    Franchise taxes   51     98     358     299
    Advertising and marketing   190     49     408     179
    Legal   195     11     508     362
    Professional fees   371     54     1,664     270
    ATM network   79     121     474     320
    Auditing and accounting   193     60     386     180
    Other   1,403     545     2,625     1,337
    Total non-interest expense   7,863     3,733     18,520     11,076
    Income before federal income taxes   4,251     2,225     1,833     7,358
    Provision for federal income taxes   804     452     315     1,562
    Net income $ 3,446   $ 1,773   $ 1,517   $ 5,796
                   
    Earnings per share              
    Basic $ 0.44   $ 0.46   $ 0.27   $ 1.51
    Diluted $ 0.44   $ 0.46   $ 0.27   $ 1.50
                   
     
    MAIN STREET FINANCIAL SERVICES CORP.
    Selected Condensed Consolidated Financial Data
    (Dollars in thousands, except share data – unaudited)
                     
                     
        September   June   March   December
          2024       2024       2024       2023  
                     
    Interest and dividend income   $ 18,930     $ 12,572     $ 9,694     $ 9,545  
    Interest expense     8,308       6,185       4,641       4,330  
    Net interest income     10,622       6,387       5,053       5,215  
    Provision for credit losses     109       4,720       (126 )     4  
    Net interest income after                
    provision for credit losses     10,513       1,666       5,179       5,211  
    Non-interest income     1,600       716       678       1,017  
    Non-interest expense     7,863       6,723       3,934       3,748  
    Income before federal income taxes     4,251       (4,341 )     1,923       2,480  
    Provision for federal income taxes     804       (873 )     384       443  
    Net income   $ 3,446     $ (3,468 )   $ 1,539     $ 2,037  
                     
    Earnings per share – basic   $ 0.44     $ (0.68 )   $ 0.40     $ 0.53  
    Earnings per share – diluted   $ 0.44     $ (0.67 )   $ 0.40     $ 0.53  
    Dividends per share   $ 0.14     $ 0.14     $ 0.14     $ 0.14  
    Return on average assets     1.00 %     -1.38 %     0.76 %     1.02 %
    Return on average equity     12.58 %     -17.16 %     11.63 %     16.90 %
    Shares outstanding at quarter end     7,801,011       7,787,055       3,840,575       3,839,702  
    Book value per share   $ 14.27     $ 13.60     $ 13.81     $ 13.80  
    Tangible equity per share   $ 12.15     $ 11.49     $ 13.36     $ 13.35  
                     
                     
        September   June   March   December
          2023       2023       2023       2022  
                     
    Interest and dividend income   $ 9,078     $ 8,571     $ 7,901     $ 7,518  
    Interest expense     3,673       2,867       2,050       1,248  
    Net interest income     5,405       5,704       5,851       6,270  
    Provision for credit losses     138       170       218       381  
    Net interest income after                
    provision for credit losses     5,267       5,534       5,633       5,889  
    Non-interest income     691       706       603       631  
    Non-interest expense     3,733       3,949       3,394       3,508  
    Income before federal income taxes     2,225       2,291       2,842       3,012  
    Provision for federal income taxes     452       547       563       603  
    Net income   $ 1,773     $ 1,744     $ 2,279     $ 2,409  
                     
    Earnings per share – basic   $ 0.46     $ 0.46     $ 0.60     $ 0.62  
    Earnings per share – diluted   $ 0.46     $ 0.45     $ 0.59     $ 0.63  
    Dividends per share   $ 0.14     $ 0.14     $ 0.14     $ 0.14  
    Return on average assets     0.91 %     0.92 %     1.23 %     1.36 %
    Return on average equity     14.41 %     14.36 %     19.58 %     22.87 %
    Shares outstanding at quarter end     3,837,609       3,837,085       3,831,939       3,825,451  
    Book value per share   $ 12.40     $ 12.64     $ 12.51     $ 11.69  
    Tangible equity per share   $ 11.95     $ 12.20     $ 12.06     $ 11.24  
                     
     
    MAIN STREET FINANCIAL SERVICES CORP.
    Non-GAAP reconciliation
    (Dollars in thousands, except per share data – unaudited)
         
      For three months ended   For the nine months ended
      September 30,   September 30,
          2024       2023       2024       2023  
                   
    Net Income as reported – GAAP   $ 3,446     $ 1,773     $ 1,518     $ 5,796  
    Effect of merger related expenses (net of tax benefit)     170       160       5,743       597  
    Net Income non-GAAP   $ 3,616     $ 1,933     $ 7,261     $ 6,393  
                     
    Earnings per share – GAAP   $ 0.44     $ 0.46     $ 0.27     $ 1.51  
    Effect of merger related expenses     0.02       0.04       1.03       0.16  
    Earnings per share non-GAAP   $ 0.46     $ 0.50     $ 1.30     $ 1.67  
                     
    Return on average assets – GAAP     1.00 %     0.91 %     0.19 %     1.02 %
    Effect of merger related expenses     0.05 %     0.08 %     0.72 %     0.10 %
    Return on average assets non-GAAP     1.05 %     0.99 %     0.91 %     1.12 %
                     
    Return on average equity – GAAP     12.58 %     14.41 %     2.66 %     16.06 %
    Effect of merger related expenses     0.62 %     1.29 %     10.06 %     1.65 %
    Return on average equity non-GAAP     13.20 %     15.70 %     12.72 %     17.71 %
                     
    Efficiency Ratio – GAAP     64.34 %     61.24 %     73.92 %     58.42 %
    Effect of merger related expenses     -1.39 %     -3.07 %     -9.90 %     -3.29 %
    Efficiency Ratio non-GAAP     62.9 %     58.17 %     64.02 %     55.13 %
                     

    The MIL Network

  • MIL-OSI New Zealand: Near four-year high unemployment reveals dire need for new direction

    Source: Green Party

    Today, Statistics New Zealand’s latest labour market report revealed that unemployment has reached 4.8 per cent, the highest rate since late 2020, during the COVID pandemic.

    “The Government’s economy for the rich is leaving thousands behind,” says the Green Party’s Spokesperson for Social Development and Employment, Ricardo Menéndez-March.

    “We can build an economy that works for everyone and leaves nobody behind by investing in the public services and infrastructure which support our communities as well as programmes like jobs for nature that provide people with meaningful and stable work. 

    “The unemployment rate has hit the highest level since COVID, and this is down to the coalition government relying on making people unemployed to lower inflation while prioritising tax cuts, slashing public investment, and undermining the construction industry.

    “Losing a job shouldn’t condemn families to poverty, yet successive Governments have set benefit levels below the poverty line and pushed ahead with sanctions that entrench hardship. 

    “Instead of punching down on those doing it the toughest and pushing more children into hardship, the Greens will lift all families out of poverty with a Guaranteed Minimum Income. 

    “This Government’s punitive approach to welfare and public investment is clearly not working. The Government has engineered an economy that punches down on our communities, one without jobs that simultaneously punishes people for not being able to find work. 

    “Poverty is a political choice, one that successive governments have chosen not to address. However, with unemployment rising and households experiencing wave after wave of financial strain, there is no better time than the present to end poverty and introduce an Income Guarantee. 

    “This is a policy we campaigned on and will continue to push as disparities in wealth widen and the incomes of people on the breadline stagnate. 

    “The Income Guarantee is a commitment to every New Zealander that no matter what, your income will never fall below $390 per week, after tax. For couples, our Income Guarantee will be at least $780, and a single parent will always have an income of at least $750.

    “The Greens would support people into work with a supportive welfare system, more training opportunities, and restarting public investment in healthcare, schools, and houses that create good jobs,” says Ricardo Menéndez-March.

    • Statistics NZ data for the September quarter can be found here
    • The Reserve Bank’s Financial Stability report can be found here
    • The Income Guarantee 2023 election policy can be found here. Rates have been adjusted for inflation.

    MIL OSI New Zealand News

  • MIL-OSI Reportage: BNZ and BlinkPay to accelerate open banking in New Zealand

    Source: BNZ statements

    BNZ today announced it has joined forces with leading New Zealand open banking fintech BlinkPay.

    The investment will enable BlinkPay to accelerate and scale its innovation and product development through access to BNZ’s resources and expertise.

    With BNZ as BlinkPay’s new owner, co-founder Adrian Smith becomes the fintech’s CEO, ensuring BlinkPay retains its own leadership and decision-making, along with its entrepreneurial spirit and startup culture.

    “As a Māori-led business, we bring unique perspective to financial innovation. BNZ understands and values this – and they’re backing our vision while enabling us to retain our startup DNA,” Smith says.

    “Our kaupapa has always been about making financial services work better for all New Zealanders. BNZ’s support gives us the resources to accelerate our mission and help grow the open banking ecosystem across Aotearoa.”

    BNZ CEO Dan Huggins says the investment builds on BNZ’s established leadership in open banking.

    “BNZ has been at the forefront of open banking in New Zealand since 2018, with more than 250,000 customers already benefiting from innovative financial services enabled by BNZ’s open banking technology.

    “This represents the next phase in our journey. With BNZ supporting BlinkPay’s innovation and agility, we can accelerate the development of new products and services that will benefit all New Zealanders.

    “We’re proud to be investing in a team that has proven their ability to innovate and deliver.”The partnership will focus on developing new open banking capabilities that improve financial outcomes for consumers and businesses across Aotearoa New Zealand.

    The post BNZ and BlinkPay to accelerate open banking in New Zealand appeared first on BNZ Debrief.

    MIL OSI Analysis

  • MIL-OSI: Hut 8 Operations Update for October 2024

    Source: GlobeNewswire (MIL-OSI)

    20.1 EH/s and 967 MW under management in mining with path to ~35 EH/s

    Vega site buildout advancing on track for Q2 2025 energization

    MIAMI, Nov. 05, 2024 (GLOBE NEWSWIRE) — Hut 8 Corp. (Nasdaq | TSX: HUT) (“Hut 8” or the “Company”), a leading, vertically integrated operator of large-scale energy infrastructure and one of North America’s largest Bitcoin miners, today released its operations update for October 2024.

    “Following the announcement of our partnership with BITMAIN to launch the U3S21EXPH with a 15 EH/s hosting deployment, progress continues on our 205-megawatt Vega site, which will feature the custom rack-based architecture we developed in-house for the project,” said Asher Genoot, CEO of Hut 8. “With groundwork progressing rapidly, we are on track to energize the site in Q2 2025. Our hosting agreement with BITMAIN is expected to generate up to $135 million in annualized revenue on a fully ramped basis.”

    “In parallel, we are preparing our existing sites for a near-term fleet upgrade as we finalize a commercial agreement. At Salt Creek, we launched an immersion cooling pilot as we continue to advance our technological innovation efforts. More broadly, we are focused on identifying further opportunities for technical and commercial innovation as we advance discussions for large-scale AI data center development opportunities across multiple sites in our development pipeline.”

    Highlights:

    • Groundwork at Vega progressing on track for Q2 2025 energization with ~15 EH/s hosting deployment of U3S21EXPH ASIC miner
    • Began preparing existing sites for expected near-term ASIC fleet upgrade
    • Launched immersion cooling pilot at Salt Creek as part of continued technological innovation efforts
    • Advanced discussions for large-scale AI data center development opportunities across multiple sites in development pipeline

    Operating Metrics

    Average during the period unless otherwise noted October 2024 September 2024
    Total energy capacity under management (mining)1,2 967 MW3 762 MW
    Total deployed miners under management4 194.2K 189.9K
    Total hashrate under management5 20.1 EH/s 19.5 EH/s
         
    Self-Mining6    
    Deployed miners7 57.1K 58.6K
    Deployed hashrate8 5.6 EH/s 5.6 EH/s
    Bitcoin produced1,9 100 BTC 85 BTC
    Bitcoin on balance sheet1 9,110 BTC 9,106 BTC
         
    Managed Services10    
    Energy capacity under management1 582 MW 582 MW
    Deployed miners under management 146.5K 140.8K
    Hashrate under management 15.5 EH/s 14.9 EH/s
         
    Hosting    
    Deployed miners under management11,12 76.7K 76.7K
    Hashrate under management13 8.5 EH/s 8.6 EH/s
         

    Energy Infrastructure Platform1

            Current/Contracted Revenue Stream(s)14
    Site Location Owner15 Power
    Capacity
    Self-
    Mining
    Managed
    Services
    Hosting HPC Power
    Sales
    Vega16 Texas Panhandle Hut 8 205 MW     Yes17    
    Medicine Hat Medicine Hat, AB Hut 8 67 MW Yes        
    Salt Creek Orla, TX Hut 8 63 MW Yes        
    Alpha Niagara Falls, NY Hut 8 50 MW Yes   Yes    
    Drumheller18 Drumheller, AB Hut 8 42 MW          
    Kelowna Kelowna, BC Hut 8 1.1 MW       Yes  
    Mississauga Mississauga, ON Hut 8 0.9 MW       Yes  
    Vaughan Vaughan, ON Hut 8 0.6 MW       Yes  
    Vancouver II Vancouver, BC Hut 8 0.5 MW       Yes  
    Vancouver I Vancouver, BC Hut 8 0.3 MW       Yes  
    King Mountain19 McCamey, TX Hut 8 (JV) 280 MW Yes Yes Yes   Yes
    Iroquois Falls20 Iroquois Falls, ON Hut 8 (JV) 120 MW         Yes
    Kingston20 Kingston, ON Hut 8 (JV) 110 MW         Yes
    North Bay20 North Bay, ON Hut 8 (JV) 40 MW         Yes
    Kapuskasing20 Kapuskasing, ON Hut 8 (JV) 40 MW         Yes
    Cedarvale3,16 Barstow, TX Managed 215 MW   Yes      
    East Stiles Midland, TX Managed 30 MW   Yes      
    Rebel Midland, TX Managed 25 MW   Yes      
    Stiles Midland, TX Managed 20 MW   Yes      
    Garden City Midland, TX Managed 12 MW   Yes      
    Total     1,322 MW          
                     

    Conference Call to Discuss Third Quarter 2024 Results

    Who: Analysts, media, and investors are invited to attend.
    What: Hut 8 executives will review the Company’s financial results for the third quarter of 2024.
    When: Results will be shared via media release and on the Company’s website at https://hut8.com/investors/ on November 13 2024. The conference call and webinar will begin at 8:30 a.m. ET.
    Where: The webcast can be viewed at: https://www.hut8.com/q3-2024/.
      Analysts can register here.
       

    Upcoming Conferences & Events:

    • November 13–14, 2024: Cantor Fitzgerald Crypto, Digital Assets & AI Infrastructure Conference 2024
    • November 19, 2024: Craig-Hallum 15th Annual Alpha Select Conference
    • November 19, 2024: Benzinga Future of Digital Assets Conference 2024

    Notes:

    (1) As of the end of the period
    (2) Energy capacity under management (mining) includes (i) 180 MW of self-mining sites comprised of Alpha, Medicine Hat, and Salt Creek, (ii) 205 MW of hosting capacity at Vega, which is currently under construction, (iii) 280 MW of capacity under management at King Mountain, and (iv) 302 MW from Hut 8’s Managed Services agreement with Ionic, assuming full 215 MW of capacity at Cedarvale, which was first energized in April and is currently under construction.
    (3) Starting October 2024, Hut 8 includes the full 205 MW of capacity at Vega as energy capacity under management (mining) as Vega is expected to host miners for BITMAIN. This was not reflected in Hut 8’s September 2024 figure.
    (4) Includes all miners that are racked with power and networking, rounded to the nearest 100, in Self-Mining, Managed Services, and Hosting infrastructure with power and networking, including all miners at the King Mountain site.
    (5) Includes all Self-Mining, Managed Services, and Hosting hashrate, including 100% of the hashrate at the King Mountain site.
    (6) Self-Mining operations for Hut 8 include 100% of operations at the King Mountain site.
    (7) Deployed miners are defined as those physically racked with power and networking, rounded to the nearest 100; deployed self-mining miners net of the 50% share of the King Mountain JV held by Hut 8’s joint venture partner was 48.2K during October and 49.6K during September.
    (8) Indicates the target hashrate of all deployed miners; deployed self-mining hashrate net of the 50% share of the King Mountain JV held by Hut 8’s joint venture partner was 4.7 EH/s during September and August, respectively.
    (9) Bitcoin produced net of the 50% share of the King Mountain JV held by Hut 8’s joint venture partner was 83 BTC during October and 72 BTC during September.
    (10) Managed services include (i) 280 MW of capacity under management at King Mountain and (ii) 302 MW from Hut 8’s Managed Services agreement with Ionic, assuming full 215 MW of capacity at Cedarvale, which was first energized in April and is currently under construction.
    (11) Miners are rounded to the nearest 100.
    (12) 42.6K deployed miners under management net of the 50% share of the King Mountain JV held by Hut 8’s joint venture partner during October and September, respectively.
    (13) 4.7 EH/s under management net of Hut 8’s joint venture partner’s 50% share of the King Mountain JV during October and September, respectively.
    (14) Reflects revenue sources to Hut 8, its subsidiaries, and/or joint ventures in which they participate.
    (15) Owned denotes ownership of power infrastructure at owned or leased data center locations, except for HPC sites where owned denotes ownership of mechanical and electrical infrastructure at leased data center locations.
    (16) Site is currently under development.
    (17) Anticipated to begin generating revenue by Q2 2025.
    (18) Site currently shut down; Hut 8 maintaining lease with option value of re-energizing site.
    (19) Owned by a JV between Hut 8 and a Fortune 200 renewable energy producer in which Hut 8 has an approximately 50% membership interest.
    (20) Owned by a JV between Hut 8 and Macquarie in which Hut 8 has an approximately 80% membership interest.
       

    About Hut 8

    Hut 8 Corp. is an energy infrastructure operator and Bitcoin miner with self-mining, hosting, managed services, and traditional data center operations across North America. Headquartered in Miami, Florida, Hut 8 Corp. has a portfolio comprising twenty sites: ten Bitcoin mining, hosting, and Managed Services sites in Alberta, New York, and Texas, five high performance computing data centers in British Columbia and Ontario, four power generation assets in Ontario, and one non-operational site in Alberta. For more information, visit www.hut8.com and follow us on X (formerly known as Twitter) at @Hut8Corp.

    Cautionary Note Regarding Forward–Looking Information

    This press release includes “forward-looking information” and “forward-looking statements” within the meaning of Canadian securities laws and United States securities laws, respectively (collectively, “forward-looking information”). All information, other than statements of historical facts, included in this press release that address activities, events or developments that Hut 8 expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion and growth of the business, operations, plans and other such matters is forward-looking information. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “allow”, “believe”, “estimate”, “expect”, “predict”, “can”, “might”, “potential”, “predict”, “is designed to”, “likely” or similar expressions. Specifically, such forward-looking information included in this press release includes statements relating to the execution, timing and potential revenues for the hosting deployment at our Vega site, the timing and completion of a fleet upgrade, and the advancement of the Company’s pipeline.

    Statements containing forward-looking information are not historical facts, but instead represent management’s expectations, estimates and projections regarding future events based on certain material factors and assumptions at the time the statement was made. While considered reasonable by Hut 8 as of the date of this press release, such statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to, security and cybersecurity threats and hacks; malicious actors or botnet obtaining control of processing power on the Bitcoin network; further development and acceptance of the Bitcoin network; changes to Bitcoin mining difficulty; loss or destruction of private keys; increases in fees for recording transactions in the Blockchain; erroneous transactions; reliance on a limited number of key employees; reliance on third party mining pool service providers; regulatory changes; classification and tax changes; momentum pricing risk; fraud and failure related to digital asset exchanges; difficulty in obtaining banking services and financing; difficulty in obtaining insurance, permits and licenses; internet and power disruptions; geopolitical events; uncertainty in the development of cryptographic and algorithmic protocols; uncertainty about the acceptance or widespread use of digital assets; failure to anticipate technology innovations; the COVID19 pandemic, climate change; currency risk; lending risk and recovery of potential losses; litigation risk; business integration risk; changes in market demand; changes in network and infrastructure; system interruption; changes in leasing arrangements; failure to achieve intended benefits of power purchase agreements; potential for interrupted delivery, or suspension of the delivery, of energy to mining sites and other risks related to the digital asset mining and data center business. For a complete list of the factors that could affect Hut 8, please see the “Risk Factors” section of Hut 8’s Transition Report on Form 10-K, available under the Company’s EDGAR profile at www.sec.gov, and Hut 8’s other continuous disclosure documents which are available under the Company’s SEDAR+ profile at www.sedarplus.ca and EDGAR profile at www.sec.gov.

    Hut 8 Corp. Investor Relations
    Sue Ennis
    ir@hut8.com

    Hut 8 Corp. Media Relations
    media@hut8.com

    The MIL Network

  • MIL-OSI Submissions: Universities – EDF Australia and Swinburne University of Technology announce strategic partnership to drive energy transition

    Source: Swinburne University of Technology

    6 November 2024 – Swinburne University of Technology and EDF Australia have joined forces in a partnership to launch a ground-breaking program to drive innovation for the energy transition. The partnership, funded by the Franco-Australian Centre for Energy Transition (FACET), will foster innovation for startups and will support Australia’s decarbonisation goals.

    While continued investment in traditional clean energy infrastructure remains essential for Australia to reach its net-zero targets, investment in innovation is needed to fully decarbonise the Australian economy. The urgency of the climate crisis is clearer than ever, highlighting the need for diverse solutions to reduce carbon emissions across all sectors and industries. The program will identify and support startups developing ground-breaking and innovative solutions to address key challenges in areas such as energy storage technologies, transmission infrastructure, alternative clean fuel developments and the decarbonisation of existing industrial assets.

    EDF Australia CEO James Katsikas emphasised the partnership aims to deliver a unique opportunity for startups to work with major industrials and to test these innovative solutions in real-life conditions.

    “We are deeply committed to the global fight against climate change. As an organisation we spend over A$1B annually on research and development to ensure we remain at the cutting edge of energy innovation. This partnership enables us to combine that global expertise with local innovation to work alongside dynamic startups and find new and impactful solutions that can accelerate Australia’s energy transition.”

    “We will aim to provide startups with essential commercial and technical support, fostering collaboration and driving sustainable technological advancements.”

    “Ultimately our investment in this program will assist us to deliver better outcomes in the infrastructure projects we are developing across Australia.”

    The collaboration marks Swinburne Innovation Studio’s first FACET grant and will combine the expertise of Swinburne Innovation Studio and EDF Australia.

    Swinburne Vice-President of Innovation and Enterprise, Dr Werner van der Merwe, highlighted the importance of this program.

    “This collaboration with EDF Australia reflects our commitment to delivering impactful solutions to address one of the greatest challenges of our time.”

    Director of Swinburne’s Innovative Planet Research Institute Professor Allison Kealy agreed and highlighted the need to address energy challenges.

    “The transition to a sustainable energy future requires bold, innovative thinking, and partnerships like this one play a crucial role.”

    “This partnership will enable us to leverage our combined expertise in technology commercialisation to make meaningful progress in energy storage, transmission and decarbonisation efforts.”

    MIL OSI – Submitted News

  • MIL-OSI New Zealand: Health and Employment – New Dunedin hospital petition: Southerners need tertiary level care

    Source: New Zealand Nurses Organisation

    The Government will today be urged to ensure the new Dunedin hospital provides crucial tertiary level health services for the Southern region in a petition being handed over at Parliament today.
    Tertiary level health services are specialised and lifesaving care such as surgery and lifesaving and cancer treatments. The current Dunedin Hospital which provides a range of these specialist services to patients throughout Otago and the South Island is in a state of disrepair.
    The 34,406-signature petition from the New Zealand Nurses Organisation (NZNO) Tōpūtanga Tapuhi Kaitiaki O Aotearoa calls for the new hospital to be fully funded as planned after the Coalition Government in September said it would be scaled back to reduce costs.
    The proposed downgrades are a false economy, says NZNO delegate Linda Smillie.
    “A scaled back hospital will increase costs over the long term because it will reduce the clinical capacity to care for an increasingly aging population.
    “Nurses will not be able to provide the appropriate level of care their patients need. This will lead to patient harm and loss of life.”
    The Coalition Government must fund the full new hospital as was promised, Linda Smillie says.
    “Southerners deserve more than half a hospital or a slow rebuild of the old hospital.”
    • NZNO representatives will be at Parliament at 12:30 with the Dunedin City Council delegation led by Mayor Jules Radich.

    MIL OSI New Zealand News

  • MIL-OSI China: Chinese premier meets Serbian PM

    Source: People’s Republic of China – State Council News

    Chinese Premier Li Qiang meets with Serbian Prime Minister Milos Vucevic, who is in China to attend the 7th China International Import Expo, in Shanghai, east China, Nov. 5, 2024. [Photo/Xinhua]

    SHANGHAI, Nov. 5 — Chinese Premier Li Qiang met with Serbian Prime Minister Milos Vucevic in Shanghai on Tuesday, who is here to attend the 7th China International Import Expo (CIIE).

    Noting that China always attaches great importance to its relations with Serbia, Li said that China stands ready to work with Serbia to further implement the important consensus reached by the two heads of state, maintain close strategic communication, deepen political mutual trust, firmly support each other’s core interests and major concerns, take bilateral cooperation in various fields to a new level, and advance the building of a China-Serbia community with a shared future in a new era with high quality.

    Li said that China is willing to work with Serbia to strengthen the docking of development strategies, jointly implement the China-Serbia free trade agreement, build and operate key cooperation projects, accelerate cooperation in green, digital and artificial intelligence innovation areas, and achieve more mutually beneficial and win-win results.

    It is hoped that Serbia will continue to provide a sound business environment for Chinese enterprises to invest and do business in Serbia, Li said, adding that the two sides should further deepen exchanges and cooperation on culture, tourism, education, sports, media and youth to consolidate popular support for building a China-Serbia community with a shared future.

    Vucevic said Serbia firmly abides by the one-China principle, appreciates China for its firm support on issues concerning Serbia’s sovereignty and territorial integrity, and looks forward to closer exchanges with China, well implementing the bilateral free trade agreement under the framework of the Belt and Road Initiative, deepening practical cooperation in such fields as economy and trade, education, science and technology, medical and health care, transportation and agriculture, and strengthening people-to-people exchanges.

    Chinese Premier Li Qiang meets with Serbian Prime Minister Milos Vucevic, who is in China to attend the 7th China International Import Expo, in Shanghai, east China, Nov. 5, 2024. [Photo/Xinhua]

    MIL OSI China News

  • MIL-OSI China: Chinese premier meets Malaysian PM in Shanghai

    Source: People’s Republic of China – State Council News

    Chinese Premier Li Qiang meets with Malaysian Prime Minister Anwar Ibrahim, who is in China to attend the seventh China International Import Expo, in east China’s Shanghai, Nov. 5, 2024. [Photo/Xinhua]

    SHANGHAI, Nov. 5 — Chinese Premier Li Qiang met on Tuesday with Malaysian Prime Minister Anwar Ibrahim, who is in Shanghai to attend the 7th China International Import Expo.

    Li said that China-Malaysia relations have entered a new stage of historical development and are moving steadily toward the goal of building a China-Malaysia community with a shared future.

    He said that China is ready to work with Malaysia to implement the important consensus reached by the leaders of the two countries, uphold mutual respect and mutual trust, treat each other as equals and cooperate for win-win results, working together to achieve common development and prosperity of the two countries.

    Li said China is willing to continue with firmly supporting each other on issues involving each other’s core interests and major concerns, strengthening the docking of development strategies and the exchange of experience in governance, improving the layout of cooperation in various fields, and boosting the modernization process of the two countries with high-level strategic cooperation.

    He called on the two sides to steadily advance flagship projects such as the East Coast Rail Link and the Malaysia-China “Two Countries, Twin Parks,” tap into the cooperation potential in emerging areas, and constantly expand new space for cooperation.

    China will continue to promote cultural exchanges and mutual learning with Malaysia, strengthen cooperation on education and visa facilitation, and encourage the two peoples, especially the youth, to visit each other more often to enhance mutual understanding and friendship, he said.

    Li said China will strongly support Malaysia in assuming the rotating presidency of the Association of Southeast Asian Nations (ASEAN) next year, and is ready to strengthen coordination and cooperation with Malaysia within China-ASEAN and other multilateral frameworks to jointly advance regional economic integration, safeguard ASEAN centrality and safeguard the peaceful development of Asia.

    Anwar noted that China is Malaysia’s good friend and good partner. Malaysia is willing to deepen Belt and Road cooperation with China, promote cooperation in such areas as trade, investment, digital economy and education, and enhance people-to-people exchanges, he added.

    Malaysia supports China in joining the Comprehensive and Progressive Agreement for Trans-Pacific Partnership, said Anwar.

    He noted that as the rotating presidency of ASEAN next year, Malaysia will take this opportunity to enhance coordination with China on international and regional issues.

    Chinese Premier Li Qiang meets with Malaysian Prime Minister Anwar Ibrahim, who is in China to attend the seventh China International Import Expo, in east China’s Shanghai, Nov. 5, 2024. [Photo/Xinhua]

    MIL OSI China News

  • MIL-OSI New Zealand: Release: Unemployment rising under National

    Source: New Zealand Labour Party

    Nicola Willis’ policies continue to slow the economy with more Kiwis out of work as a result.

    StatsNZ figures released today show unemployment is now at 4.8%. This means 148,000 people do not have a job in New Zealand.

    “Unemployment continues to increase under the fiscal mismanagement of Nicola Willis,” Labour finance spokesperson Barbara Edmonds said.

    “The last time unemployment was this high was during the 2020 pandemic, before that in 2017 under another National Government. This disappointing record is what National will be remembered for.

    “National has failed to prioritise work and employment – the numbers speak for themselves. New Zealand has one of the highest rates of unemployment out of first world countries like Australia (4.1%) and Great Britain (4.2%).

    “But unemployment is much worse for Māori at 9.2%, and Pacific people at 9.9% This is a steep rise, and the impact this Government has had on Māori and Pacific people is disgraceful.

    “The Government can’t continue to say it is focused on getting people in to work when it is making decisions that are seeing more and more people unemployed, and more and more Kiwis leaving the country.

    “People are staying unemployed for longer, despite the sanctions National announced, which they claimed would prevent this from happening. I am concerned with the length of time people are out of work. For example, people who are unemployed for over six months to one year is up 53.2% to 32,500 compared to the same quarter last year.

    “Today’s numbers show the harm of Nicola Willis’ decisions. The number of people she is putting out of work could make up entire suburbs. The impact of this will be felt for generations,” Barbara Edmonds said.


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