Source: Switzerland – Federal Administration in English
Each year, tens of thousands of chemicals enter the market and ultimately the environment. While most of these compounds undergo safety testing before approval, their long-term effects on wildlife remain difficult to predict. To better estimate their potential threat for ecosystems, researchers at Eawag have explored biochemical signatures that indicate the level of chemical stress suffered by fish.
Source: European Parliament
Question for written answer E-000296/2025/rev.1
to the Commission
Rule 144
Isabella Tovaglieri (PfE)
On 22 January 2025, the Dutch newspaper De Telegraaf alleged[1] that the EU had for years being using European funds to pay ‘environmental’ groups and lobbies to push for the Green Deal.
According to the leaked details, funds were handed over to hundreds of environmental associations via substantial contracts, including one valued at EUR 700 000. The investigation claims that environmental groups received money via climate and environmental subsidies in return for putting pressure on both the public and MEPs to support the Green Deal.
In view of the above:
Submitted: 23.1.2025
Source: European Investment Bank
The European Investment Bank Group (EIB Group) delivered a strong performance in France last year, with €12.6 billion in long-term investment provided directly or indirectly to private sector companies of all sizes and public sector organisations. France received more EIB Group funding than any other country in 2024, partially as a result of an 85% increase in EIF financing.
Source: European Parliament
Members of the FISC Subcommittee will travel to Helsinki (Finland) and Tallinn (Estonia) from 25 to 27 February 2025. The delegation, led by second Vice-Chair Ms. Regina Doherty, will meet with representatives of key institutions, such as the Ministries of Finances and national parliaments, and stakeholders from the private sector, trade unions, and civil society.
The discussions will focus on topical international tax issues and challenges, such as the implementation of the OECD’s two-pillar tax reform, the simplification of the tax system and forwarding competitiveness, tax incentives, the situation of cross-border workers, energy taxation, and the implementation of EU Directives.
Source: European Parliament
Members of the FISC Subcommittee will travel to Helsinki (Finland) and Tallinn (Estonia) from 25 to 27 February 2025. The delegation, led by second Vice-Chair Ms. Regina Doherty, will meet with representatives of key institutions, such as the Ministries of Finances and national parliaments, and stakeholders from the private sector, trade unions, and civil society.
The discussions will focus on topical international tax issues and challenges, such as the implementation of the OECD’s two-pillar tax reform, the simplification of the tax system and forwarding competitiveness, tax incentives, the situation of cross-border workers, energy taxation, and the implementation of EU Directives.
Source: European Parliament
EU-Mercosur free-trade agreement
At 9.00, MEPs and Commissioner Micallef will review the recently concluded EU-Mercosur free-trade deal, amidst a new geopolitical context of increasing unilateralism, and concerns over the deal’s potential effects on European agriculture. If ratified, the deal would gradually phase out duties on 91% of EU exports to Mercosur and 92% of Mercosur exports to the EU. Parliament must give its consent before the agreement can enter into force.
(+32) 477 99 20 73
Threats to EU sovereignty over communication infrastructure
From around 10.30, MEPs and Commissioner Micallef will assess the EU’s progress in reducing its strategic dependencies in the area of critical communication infrastructure. MEPs are expected to voice concerns that member states may resort to non-EU suppliers of governmental communication infrastructure before the EU’s own system, IRIS² (Infrastructure for Resilience, Interconnectivity and Security by Satellite) is operational in 2030.
(+32) 498 98 13 37
In brief
Georgia. In a resolution to be voted on at noon, MEPs are set to declare that Georgia’s self-proclaimed authorities have no legitimacy, and are expected to call for EU sanctions against leading Georgian politicians. In the draft text, Parliament also recognises Salome Zourabichvili as Georgia’s legitimate president.
Congo. At noon, MEPs will vote on a resolution on the escalation of violence in the eastern Democratic Republic of the Congo. The draft text demands the suspension of the EU deal with Rwanda on sustainable value chains for critical raw materials and calls on the Rwandan government to withdraw its troops from the DRC’s territory and cease cooperation with the M23 rebels.
Votes
At noon, plenary will also vote on:
Live coverage of the plenary session can be found on Parliament’s webstreaming and on EbS+.
For detailed information on the session, please also see our newsletter.
Find more information regarding plenary.
Source: Switzerland – Federal Administration in English
Is it possible to tile a surface with a single shape in such a way that the pattern never repeats itself? In 2022, a mathematical solution to this “einstein problem” was discovered for the first time. Empa researchers have now also found a chemical solution: a molecule that arranges itself into complex, non-repeating patterns on a surface. The resulting aperiodic layer could even exhibit novel physical properties.
Source: European Parliament
Olli Rehn, Governor of the Bank of Finland, will appear before ECON Committee Members in his capacity as First Vice Chair of the European Systemic Risk Board (ESRB) on Thursday, 20 February 2025.
The ESRB is responsible for the macroprudential oversight of the EU financial system and the prevention and mitigation of systemic risk. The ESRB Regulation requires the First Vice Chair to appear before the relevant committee of the European Parliament to explain how he will carry out his duties. Governor Rehn is a former European Commissioner (2004-2014) including a term as European Commissioner for Economic and Monetary Affairs and the Euro. In respect of the ESRB, he chaired a high level group which reported in 2024 on the future of the organisation.
Source: European Parliament
On Wednesday, 19 February 2025, the ECON Committee will hold the first economic dialogue with the President of the Eurogroup Pascal Donohoe under the new parliamentary term.
The dialogue will cover the ongoing work programme of the Eurogroup, which focuses on economic and fiscal policy coordination, a deeper and more competitive Economic and Monetary Union (EMU) and the euro as an international and digital currency.
This will also be the opportunity for Members to ask questions about the euro area economic situation, as well as the implementation of the revamped economic governance framework by euro area Member States.
Source: European Parliament
The Committee on Economic and Monetary Affairs (ECON) holds an Economic Dialogue and exchange of views with Andrzej Domański, Minister of Finance of Poland, in his capacity as President of the ECOFIN Council during the Polish Presidency (January to June 2025) on Wednesday, 19 February 2025.
The ECOFIN President will provide an overview of the priorities of the Polish Presidency in the area of economic governance, financial services and taxation, and answer the questions of ECON Members.
Source: United Kingdom – Executive Government & Departments
UK Military Advisor, Lt Col Joby Rimmer, says nobody desires peace more than Ukraine, yet peace must be just and sustainable. It is our responsibility to ensure that they do not stand alone.
Thank you, Mr Chair. As we approach the fourth year of Russia’s illegal war of aggression, Ukraine’s resilience remains nothing short of extraordinary. Despite immense challenges, Ukraine continues to demonstrate an unbreakable spirit and an unyielding commitment to its sovereignty, freedom, and the rules-based international order.
Last week at the FSC, the Russian Delegation stated that they owned ‘the strategic initiative along the entire line of contact’. But Ukrainian forces continue to hold their ground, not only defending their homeland but also reclaiming and securing additional territory, including in Kursk. Russian open sources report the Russian VDV 11th Airborne brigade commander has been relieved of duty following his failure to stop this recent Ukrainian counterattack. DPRK Troops deployed to the frontlines in December 2024, were withdrawn from their positions to recuperate following heavy losses. As of mid-January 2025, DPRK forces had highly likely sustained c4,000 casualties, more than one third of the 11,000 troops deployed to Kursk. Far from maintaining the ‘strategic initiative’, Russia has to resort to recklessly deploying DPRK troops to the front line, showing a complete disregard for human life, whilst not even officially acknowledging their presence on the battlefield.
There is no evidence of a Russian willingness to compromise. Russia spoke of being ‘open to reasonable initiatives to achieve a peaceful resolution’. But when examining the options available, Moscow has chosen a path of aggression, regardless of the catastrophic loss of life on both sides. There is no sense of reason. This is not a ‘special military operation’. It is a full-scale invasion and occupation attempt, a blatant violation of international law, and a direct challenge to global stability.
No one desires peace more than Ukraine. The Ukrainian people have suffered relentless bombardment and forced displacement, and we see the UN reports of war crimes committed by Russian forces. Yet peace must be just and sustainable. A truly just and lasting peace means one that respects the UN Charter and the Helsinki Final Act. Ukraine cannot be expected to surrender its sovereignty or accept a dictated settlement that rewards Russian aggression. The Russian delegation in this forum said there will be no ‘freeze along the line of contact’. We would agree. Russia must withdraw from all of Ukraine’s sovereign territory. Any peace that fails to hold Russia accountable will only invite further aggression – not just against Ukraine, but against other nations that dare to assert their independence.
President Putin’s war is built on a demand for total submission through violence. No sovereign nation could or should, accept such terms. The international community has a moral and strategic obligation to stand with Ukraine. Our commitment to Ukraine remains absolute. We will continue to confront Russian aggression through military, economic, and diplomatic means. We will hold President Putin and his regime accountable for their war crimes. We will ensure that Ukraine has the resources necessary to defend itself for as long as it takes. Ukraine’s courage and determination have already defied expectations. It is our responsibility to ensure that they do not stand alone. Thank you, Mr Chair.
Published 13 February 2025
Source: Scotland – Highland Council
An update on the progress being made across a range of interventions under the UK Government funded UK Shared Prosperity Fund (UKSPF) priorities of Communities and Places, Supporting Local Business and People and Skills was noted by Members of the Economy and Infrastructure Committee today (Thursday 13 February 2025). The report included reference to the Highland UKSPF allocation for 2025/26 and the work being progressed to establish a Delivery Plan for the coming financial year.
Chair of the Committee, Councillor Ken Gowans said: “As the UK Shared Prosperity Fund allocation must be spent within the 2025/26 financial year it is critical that projects are selected that will meet that timeframe. Members have agreed that a report will be presented, with recommendations, to the next Economy and Infrastructure Committee in May this year to enable Councillors to make decisions on which projects will go ahead.”
The update to Members included information on some key projects including:
Community Regeneration Fund Programme –
The majority of UKSPF projects managed by the Community Regeneration Fund team have now commenced activity. The team are in regular contact with the grantees to ensure that all the approved outcomes will be met and in line with the UKSPF deadlines and areas of intervention.
Active Travel Enhancements and Small-Scale Transport Projects –
Work is progressing on active travel projects to improve access to public transport and walking, wheeling and cycling facilities. Highlighted projects that were recently completed included: active travel works in Fort William, at Obsdale Road in Alness and the footpath from Balloch to Sunnyside east of Inverness. Works have started on cycle storage at six primary schools across the region and contracts have been awarded for footpath and crossing points in Hilton and Raigmore housing estates in Inverness.
Development of Area Place Plans –
The latest positions on the establishment of Area Place Plans was provided for Black Isle and Easter Ross, Dingwall and Seaforth, Lochaber, Sutherland, Caithness, Wester Ross, Strathpeffer and Lochalsh, Skye and Raasay, Inverness and Nairn.
Development and Promotion of the Visitor Economy –
The allocation from UK Shared Prosperity Fund to develop and promote the visitor economy is being utilised across several projects, including: The Glencoe Three Sisters Visitor Facilities; Glencoe Village Car Park Project; the pan-Highland Motorhome Signage Project; and Na Trads 2024 – MG ALBA Scots Traditional Music Awards which was held in Inverness in November 2024.
Business Support Start Up and Growth Grants –
The Highland Council Business Gateway service delivers the Business start-up and growth grants for the UKSPF programme. A total 381 eligible businesses were approved for the start-up grant by the end of December 2024, and 65 businesses were supported with a growth grant.
People and Skills –
Support is being provided for unemployed or economically inactive people of working age who need between 6 to 12 months support to progress into employment. The two providers – Enable Scotland and Triage Centrum have continued to progress well in seeking referrals, with 251 clients registered to date and receiving support and 82 clients now in employment at this stage.
Area and Green Skills Training and Facilities –
Green skills training is being delivered with four consortia business grants awarded, with projects now completed or near completion. Over 120 people have been supported to gain a green skills qualification or complete a course, and more than 40 are in employment following support through:
Castle Training Programme –
A partnership with officers of The Highland Council, Developing the Young Workforce, UHI, and training providers is developing employability pathways for school leavers or those who would like to return to work to consider a career or role as part of the new Inverness Castle visitor experience team. To date, over 500 adult numeracy courses have been run in Highland through the Multiply programme
Multiply –
With twelve contracted providers across the region, this project continues to deliver support to people over the age of 16 to help improve their numeracy skills through free personal tutoring and digital training.
Budget Management –
The 2022-25 Highland UKSPF budget is £9.44m, comprising £7.81m allocated for Communities and Places, Supporting Local Business, and People and Skills priorities, and £1.63m ring fenced to Multiply (adult numeracy training), with spend allowed up to end March 2025.
In December 2024, the UK Government confirmed the UKSPF allocations for 2025/26, for Highland as £3.10m (£0.88m capital; and £2.22m revenue).
The update report presented to committee is available on the council’s website here – Item 8
-ends-
Translartion. Region: Russians Fedetion –
Source: Moscow Exchange – Moscow Exchange –
02/13/2025
10:08
In accordance with the Methodology for determining the risk parameters of the stock market and deposit market of Moscow Exchange PJSC by NCO NCC (JSC) on 13.02.2025, 10-08 (Moscow time), the values of the upper limit of the price corridor (up to 83.35) and the range of market risk assessment (up to 920.32 rubles, equivalent to a rate of 12.5%) of the SU26244RMFS2 security (OFZ 26244) were changed.
Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.
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Translartion. Region: Russians Fedetion –
Source: Moscow Exchange – Moscow Exchange –
02/13/2025
10:35
In accordance with the Methodology for determining the risk parameters of the stock market and deposit market of Moscow Exchange PJSC by NCO NCC (JSC) on 13.02.2025, 10-35 (Moscow time), the values of the upper limit of the price corridor (up to 110.16) and the range of market risk assessment (up to 1180.43 rubles, equivalent to a rate of 7.5%) of the security RU000A0ZYJ91 (FSK RS B4) were changed.
Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.
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HTTPS: //VVV. MOEX.K.M.M.
Translartion. Region: Russians Fedetion –
Source: Moscow Exchange – Moscow Exchange –
02/13/2025
11:00
In accordance with the Methodology for determining the risk parameters of the stock market and deposit market of Moscow Exchange PJSC by NCO NCC (JSC), on 13.02.2025, 11-00 (Moscow time), the values of the upper limit of the price corridor (up to 241.79) and the range of market risk assessment (up to 259,784 rubles, equivalent to a rate of 21.25%) of the MOEX (Moscow Exchange) security were changed.
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HTTPS: //VVV. MOEX.K.M.M.
Translartion. Region: Russians Fedetion –
Source: Moscow Exchange – Moscow Exchange –
02/13/2025
11:39
In accordance with the Methodology for determining the risk parameters of the stock market and deposit market of Moscow Exchange PJSC by NCO NCC (JSC) on 13.02.2025, 11-39 (Moscow time), the values of the upper limit of the price corridor (up to 97.67) and the range of market risk assessment (up to 1037.41 rubles, equivalent to a rate of 7.5%) of the security RU000A101590 (DOM 1P-7R) were changed.
Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.
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HTTPS: //VVV. MEEX.K.M.M.
Translartion. Region: Russians Fedetion –
Source: Moscow Exchange – Moscow Exchange –
02/13/2025
11:50
In accordance with the Methodology for determining the risk parameters of the stock market and deposit market of Moscow Exchange PJSC by NCO NCC (JSC), on 13.02.2025, 11-50 (Moscow time), the values of the upper limit of the price corridor (up to 171.55) and the range of market risk assessment (up to 183,853 rubles, equivalent to a rate of 25.5%) of the GAZP (GAZPROM ao) security were changed.
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HTTPS: //VVV. MOEX.K.M.M.
Translartion. Region: Russians Fedetion –
Source: Moscow Exchange – Moscow Exchange –
02/13/2025
11:59
In accordance with the Methodology for determining the risk parameters of the stock market and deposit market of Moscow Exchange PJSC by NCO NCC (JSC) on 13.02.2025, 11-59 (Moscow time), the values of the upper limit of the price corridor (up to 92.4) and the range of market risk assessment (up to 989.45 rubles, equivalent to a rate of 20.0%) of the security RU000A0JXJK7 (RZhD BO-11) were changed.
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Translartion. Region: Russians Fedetion –
Source: Moscow Exchange – Moscow Exchange –
02/13/2025
12:26
In accordance with the Methodology for determining the risk parameters of the stock market and deposit market of Moscow Exchange PJSC by NCO NCC (JSC) on 13.02.2025, 12-26 (Moscow time), the values of the upper limit of the price corridor (up to 84.7) and the range of market risk assessment (up to 261.27 rubles, equivalent to a rate of 7.5%) of the security RU000A102CR0 (MosOb35015) were changed.
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Translartion. Region: Russians Fedetion –
Source: Moscow Exchange – Moscow Exchange –
02/13/2025
12:58
In accordance with the Methodology for determining the risk parameters of the stock market and deposit market of Moscow Exchange PJSC by NCO NCC (JSC), on 13.02.2025, 12-58 (Moscow time), the values of the upper limit of the price corridor (up to 177.77) and the range of market risk assessment (up to 190.079 rubles, equivalent to a rate of 29.75%) of the GAZP (GAZPROM ao) security were changed.
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HTTPS: //VVV. MEEX.K.M.M.
Translartion. Region: Russians Fedetion –
Source: Moscow Exchange – Moscow Exchange –
02/13/2025
13:14
In accordance with the Methodology for determining the risk parameters of the stock market and deposit market of Moscow Exchange PJSC by NCO NCC (JSC), on 13.02.2025, 13-14 (Moscow time), the values of the upper limit of the price corridor (up to 21.46) and the range of market risk assessment (up to 23.06 rubles, equivalent to a rate of 21.25%) of the SBMX security (SBMX ETF) were changed.
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Translartion. Region: Russians Fedetion –
Source: Government of the Russian Federation – An important disclaimer is at the bottom of this article.
At the 681st km of the M-11 “Neva” highway, construction is underway on a transport interchange to Pulkovo Airport in St. Petersburg
At the 681st km of the M-11 Neva highway, a transport interchange to Pulkovo Airport in St. Petersburg is being built. It includes three overpasses. Currently, specialists are working on the foundations of two artificial structures made of bored piles. This was reported by Deputy Prime Minister Marat Khusnullin.
“A lot has been done in the context of road activities to connect the regions of the country with single routes in different directions. Thanks to the launch of new sections and the reconstruction of existing ones, a seamless, traffic-light-free route has already been created from St. Petersburg to the Republic of Bashkortostan and Sevastopol, which also runs along the M-11 “Neva” highway. This road system will also include a new interchange on the M-11 to Pulkovo Airport in St. Petersburg, which is being built on the instructions of the President. Specialists have begun to construct the foundations of two future overpasses over Pulkovo Highway from bored piles. They have already driven 16 piles for the first support and have begun drilling the piles of the third support. This is the most important stage of the work, on which the stability and reliability of the entire transport interchange depends in the future. In total, three overpasses are planned to be built as part of the future transport infrastructure facility, for which 151 piles need to be driven and 20 supports erected,” said Marat Khusnullin.
The new access road to Pulkovo Airport starts at the 681st km of the M-11 Neva highway, crosses Pulkovo Highway and is directly adjacent to the entrance to the airport. The first overpass is located directly above the M-11 Neva, and the other two are above Pulkovo Highway. The new complex of road structures will allow motorists to safely and quickly get to the air harbor.
According to the Chairman of the Board of the state company Avtodor, Vyacheslav Petushenko, this project is of great importance, since it affects the increase of transport accessibility and connectivity of the country’s regions, especially in the context of the predicted increase in passenger turnover at Pulkovo Airport.
“We are building a connecting four-lane highway of the highest technical category, without traffic lights and intersections with other roads at the same level. Now we are installing bored piles at the site using two drilling rigs. The piles have been drilled into the first support of the two future overpasses over Pulkovo Highway, and now we are installing the reinforcement frame and assembling the formwork for concreting the grillage. At the same time, we are carrying out work on installing the roadbed, bringing in and compacting sandy soil,” noted Vyacheslav Petushenko.
The total length of the new connecting road, as well as all exits at the intersection of M-11 “Neva” and Pulkovo Highway, will be 5.5 km. Opening of traffic on it for motorists is planned for the end of 2026.
Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.
Translartion. Region: Russians Fedetion –
Source: Moscow Exchange – Moscow Exchange –
02/13/2025
13:16
In accordance with the Methodology for determining the risk parameters of the stock market and deposit market of Moscow Exchange PJSC by NCO NCC (JSC) on 13.02.2025, 13-16 (Moscow time), the values of the upper limit of the price corridor (up to 184.0) and the range of market risk assessment (up to 196.305 rubles, equivalent to a rate of 34.0%) of the GAZP (GAZPROM ao) security were changed.
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HTTPS: //VVV. MOEX.K.M.M.
Translartion. Region: Russians Fedetion –
Source: Moscow Exchange – Moscow Exchange –
02/13/2025
14:16
In accordance with the Methodology for determining the risk parameters of the stock market and deposit market of Moscow Exchange PJSC by NCO NCC (JSC), on 13.02.2025, 14-16 (Moscow time), the values of the upper limit of the price corridor (up to 80.64) and the range of market risk assessment (up to 852.41 rubles, equivalent to a rate of 11.25%) of the security RU000A0JWV89 (Akron B1P1) were changed.
Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.
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Source: United Nations
The Historic Naval Hospital of Port Royal in Jamaica, a vital heritage site surrounded by a 19th-century sea wall, is threatened by coastal erosion, storm surges, and ship traffic. At the request of Jamaican national authorities and with the generous support of the Netherlands Funds-in-Trust, a new project has been launched to address these challenges.
The Historic Naval Hospital of Port Royal, a vital heritage site surrounded by a 19th-century sea wall, is threatened by coastal erosion, storm surges, and ship traffic. As a key component of the heritage site “Archaeological Landscape of 17th Century Port Royal” submitted by Jamaica for the inscription to the UNESCO’s World Heritage List, the hospital and its surrounding archaeological grounds are at risk of significant deterioration.
A 2022 Heritage Impact Assessment highlighted that continued erosion of the sea wall could severely impact the structural integrity of the Naval Hospital and the 17th-century streets that lie beneath the complex, jeopardizing the preservation of this iconic historic site. At the request of Jamaican national authorities and with the generous support of the Netherlands Funds-in-Trust, a new project has been launched.
Such project aims to bolster the protection of the Naval Hospital and its archaeological grounds. The initiative will focus on reinforcing the sea wall, enhancing the site’s resilience to coastal erosion, and mitigating the effects of climate change. The project will also support the capacity-building of national institutions responsible for heritage conservation.
Port Royal was once one of the most prosperous and notorious cities in the Caribbean during the 17th century, earning its infamous reputation as the “wickedest city on Earth.” Today, much of Port Royal lies submerged beneath the sea, with the Historic Naval Hospital serving as a key reminder of the city’s storied past.
Key objectives of the project include:
Expected project outcomes include:
This project is part of a broader effort to safeguard Port Royal’s rich cultural legacy, ensuring its preservation for future generations. Jamaica’s initiative to propose Port Royal for inclusion on UNESCO’s World Heritage List marks a crucial step in recognizing and safeguarding its rich archaeological heritage, with the World Heritage Committee reviewing the nomination later this year. This endeavor reflects the country’s commitment to ensure that the stories and achievements of past generations endure for those to come.
Source: GlobeNewswire (MIL-OSI)
Announced Proposed Transaction to Increase Tangible Book Value to Ben Public Company Stockholders by $9 Million on 8.4 Million Shares Outstanding, Permanent Equity Increased by $35 Million
Completed First Primary Capital Transaction as Part of Ongoing Business Development Activities
Announced Proposed International Bank Acquisition to Expand Alternative and Digital Asset Markets Capabilities
DALLAS, Feb. 13, 2025 (GLOBE NEWSWIRE) — Beneficient (NASDAQ: BENF) (“Ben” or the “Company”), a technology-enabled platform providing exit opportunities and primary capital solutions and related trust and custody services to holders of alternative assets through its proprietary online platform, AltAccess, today reported its financial results for the fiscal 2025 third quarter, which ended December 31, 2024.
Commenting on the fiscal 2025 third quarter results, Beneficient management said: “Our fiscal third quarter was focused on key steps that we believe will ready Ben for significant new activities in delivering liquidity, primary capital and digital asset markets solutions – which we believe are all opportunities to disrupt and enhance the solutions available to large financial audiences. During the fiscal third quarter, we also closed our first primary capital transaction and are seeking additional opportunities.
“A complementary part of our plan is the proposed acquisition of Mercantile Bank International Corp. (“Mercantile Bank”), a Puerto Rico-based International Financial Entity, which is expected to enable Ben to offer an expanded range of digital asset market solutions and companion custody, clearing and control account fee-based services. We intend to drive new growth opportunities in calendar 2025, which we believe have the potential to generate above market fee rates. These efforts are expected to further build out our expansive model and enable the Company to benefit from a growing range of trust, custody and other services we provide as well as the underlying performance of the private equity assets held in trust.
“Additionally, we are pleased to have continued to strengthen our capital structure, increasing our permanent equity by $35 million through a re-designation of certain preferred equity. Furthermore, we executed an agreement to complete additional transactions designed to revise the liquidation priority of Beneficient Company Holdings, L.P. (“BCH”) and deliver other benefits to our public company stockholders provided by entities controlled by our founders, which are expected to become increasingly visible as the Company enters into more liquidity and primary capital transactions.”
Third Quarter Fiscal 2025 and Recent Highlights (for the quarter ended December 31, 2024 or as noted):
Loan Portfolio
As a result of executing on our business plan of providing financing for liquidity, or early investment exits, for alternative asset marketplace participants, Ben organically develops a balance sheet comprised largely of loans collateralized by a well- diversified alternative asset portfolio that is expected to grow as Ben successfully executes on its core business.
Ben’s balance sheet strategy for ExAlt Loan origination is built on the theory of the portfolio endowment model for the fiduciary financings we make by utilizing our patent-pending computer implemented technologies branded as OptimumAlt. Our OptimumAlt endowment model balance sheet approach guides diversification of our fiduciary financings across seven asset classes of alternative assets, over 11 industry sectors in which alternative asset managers invest, and at least six countrywide exposures and multiple vintages of dates of investment into the private funds and companies.
As of December 31, 2024, Ben’s loan portfolio was supported by a highly diversified alternative asset collateral portfolio providing diversification across approximately 220 private market funds and approximately 750 investments across various asset classes, industry sectors and geographies. This portfolio includes exposure to some of the most exciting, sought after private company names worldwide, such as the largest private space exploration company, an innovative software and payment systems provider, a venture capital firm investing in waste-to-energy and clean energy technologies, a technology company providing Net Zero solutions in the production of advanced biofuels, a designer and manufacturer of shaving products, a large online store for women’s clothes and other fashionable accessories that has announced intentions to go public, a mobile banking services provider, and others.
Figure 1: Portfolio Diversification
Diversification Using Principal Loan Balance, Net of Allowance for Credit Losses
As of December 31, 2024, the charts below present the ExAlt Loan portfolio’s relative exposure by certain characteristics (percentages determined by aggregate fiduciary ExAlt Loan portfolio principal balance net of allowance for credit losses, which includes the exposure to interests in certain of our former affiliates composing part of the Fiduciary Loan Portfolio).
As of December 31, 2024. Represents the characteristics of professionally managed funds and investments in the Collateral (defined as follows) portfolio. The Collateral for the ExAlt Loans in the loan portfolio is comprised of a diverse portfolio of direct and indirect interests (through various investment vehicles, including, limited partnership interests and private and public equity and debt securities, which include our and our affiliates’ or our former affiliates’ securities), primarily in third-party, professionally managed private funds and investments. Loan balances usedto calculate the percentages reported in the pie charts are loan balances net of any allowance for credit losses, and as ofDecember 31, 2024, the total allowance for credit losses was$325 million, for a total gross loan balance of$586 millionand a loan balance net of allowance for credit losses of$261 million.
Business Segments: Third Quarter Fiscal 2025
Ben Liquidity
Ben Liquidity offers simple, rapid and cost-effective liquidity products through the use of our proprietary financing and trust structure, or the “Customer ExAlt Trusts,” which facilitate the exchange of a customer’s alternative assets for consideration.
Ben Custody
Ben Custody provides full-service trust and custody administration services to the trustees of certain of the Customer ExAlt Trusts, which own the exchanged alternative assets following liquidity transactions in exchange for fees payable quarterly calculated as a percentage of assets in custody.
Business Segments: Through Nine Months Ended Fiscal 2025
Ben Liquidity
Ben Custody
Capital and Liquidity
(1) Represents a non-GAAP financial measure. For reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures and for the reasons we believe the non-GAAP measures provide useful information, see Non-GAAP Reconciliations.
Board Update
On November 21, 2024, Karen Wendel was appointed to the Board as an independent director and a member of various committees, including the Audit committee of the Board, bringing substantial additional expertise in Cyber Security, Identity Solutions, Security Regulations, ISO Global Standards, e-Commerce, e-Healthcare, PKI Digital Certificates and Blockchain to Beneficient. Ms. Wendel serves as Founder and Chief Executive Officer of Trust Chains, a cybersecurity consulting firm, and previously served as the Chief Executive Officer and board member of IdenTrust, a global identity solutions company, from May 2003 to February 2016. Ms. Wendel has also served as Chief Executive Officer and a board member for eFinance Corporation, as a board member and audit committee member of Level Field Capital, a Nasdaq-traded special purpose acquisition company, as a partner at the Capital Markets Company (CAPCO), a Belgium-based consulting firm, and is the former head of the U.S. Financial Services Practice at Gemini Consulting. Ms. Wendel is an author on financial management, payments and supply chain integration; an advisor to U.S. government agencies and the European Union on emerging technologies for payments and transaction processing; and a keynote speaker at major international banking conferences.
Consolidated Fiscal Third Quarter Results
Table 1 below presents a summary of selected unaudited consolidated operating financial information.
| Consolidated Fiscal Third Quarter Results ($ in thousands, except share and per share amounts) |
Fiscal 3Q25 December 31, 2024 |
Fiscal 2Q25 September 30, 2024 |
Fiscal 3Q24 December 31, 2023 |
Change % vs. Prior Quarter |
YTD Fiscal 2025 |
YTD Fiscal 2024 |
Change % vs. Prior YTD |
|||||||||||
| GAAP Revenues | $ | 4,419 | $ | 8,561 | $ | (10,235 | ) | (48.4)% | $ | 23,026 | $ | (55,739 | ) | NM | ||||
| Adjusted Revenues(1) | 4,427 | 8,734 | 8,456 | (49.3)% | 23,572 | 8,478 | NM | |||||||||||
| GAAP Operating Income (Loss) | (9,513 | ) | (13,715 | ) | (915,951 | ) | 30.6% | 21,110 | (2,453,685 | ) | NM | |||||||
| Adjusted Operating Loss(1) | (7,301 | ) | (6,611 | ) | (11,684 | ) | (10.4)% | (18,638 | ) | (57,374 | ) | 67.5% | ||||||
| Basic Class A EPS | $ | (1.32 | ) | $ | 2.98 | $ | (158.36 | ) | NM | $ | 10.30 | $ | (668.31 | ) | NM | |||
| Diluted Class A EPS | $ | (1.32 | ) | $ | 0.03 | $ | (158.36 | ) | NM | $ | 0.12 | $ | (668.31 | ) | NM | |||
| Segment Revenues attributable to Ben’s Equity Holders(2) | 16,621 | 16,626 | 17,961 | —% | 49,482 | 53,715 | (7.9)% | |||||||||||
| Adjusted Segment Revenues attributable to Ben’s Equity Holders (1)(2) | 16,621 | 16,626 | 18,146 | —% | 49,489 | 55,059 | (10.1)% | |||||||||||
| Segment Operating Income (Loss) attributable to Ben’s Equity Holders | (8,281 | ) | (9,192 | ) | (894,617 | ) | 9.9% | 27,391 | (2,414,893 | ) | NM | |||||||
| Adjusted Segment Operating Loss attributable to Ben’s Equity Holders(1)(2) | $ | (4,737 | ) | $ | (2,261 | ) | $ | (4,594 | ) | NM | $ | (11,551 | ) | $ | (37,583 | ) | 69.3% | |
NM – Not meaningful.
(1) Adjusted Revenues, Adjusted Operating Loss, Adjusted Segment Revenues attributable to Ben’s Equity Holders and Adjusted Segment Operating Loss attributable to Ben’s Equity Holders are non-GAAP financial measures. For reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures and for the reasons we believe the non-GAAP measures provide useful information, see Non-GAAP Reconciliations.
(2) Segment financial information attributable to Ben’s equity holders is presented to provide users of our financial information an understanding and visual aide of the segment information (revenues, operating income (loss), and adjusted operating income (loss)) that impacts Ben’s Equity Holders. “Ben’s Equity Holders” refers to the holders of Beneficient Class A and Class B common stock and Series B Preferred Stock as well as holders of interests in BCH which represent noncontrolling interests. For a description of noncontrolling interests, see Item 2 of our Quarterly Report on Form 10-Q for the nine months ended December 31, 2024, and Reconciliation of Business Segment Information Attributable to Ben’s Equity Holders to Net Income Attributable to Ben Common Holders. Such information is computed as the sum of the Ben Liquidity, Ben Custody and Corp/Other segments since it is the operating results of those segments that determine the net income (loss) attributable to Ben’s Equity Holders. See further information in table 5 and Non-GAAP Reconciliations.
Table 2 below presents a summary of selected unaudited consolidated balance sheet information.
| Consolidated Fiscal Third Quarter Results ($ in thousands) |
Fiscal 3Q25 As of December 31, 2024 |
Fiscal 4Q24 As of March 31, 2024 |
Change % | ||||
| Investments, at Fair Value | $ | 334,278 | $ | 329,119 | 1.6% | ||
| All Other Assets | 52,720 | 22,676 | 132.5% | ||||
| Goodwill and Intangible Assets, Net | 13,014 | 16,706 | (22.1)% | ||||
| Total Assets | $ | 400,012 | $ | 368,501 | 8.6% | ||
Business Segment Information Attributable to Ben’s Equity Holders(1)
Table 3 below presents unaudited segment revenues and segment operating income (loss) for business segments attributable to Ben’s equity holders.
| Segment Revenues Attributable to Ben’s Equity Holders(1) ($ in thousands) |
Fiscal 3Q25 December 31, 2024 |
Fiscal 2Q25 September 30, 2024 |
Fiscal 3Q24 December 31, 2023 |
Change % vs. Prior Quarter |
YTD Fiscal 2025 |
YTD Fiscal 2024 |
Change % vs. Prior YTD |
||||||||||
| Ben Liquidity | $ | 11,297 | $ | 11,978 | $ | 11,275 | (5.7)% | $ | 34,124 | $ | 36,303 | (6.0)% | |||||
| Ben Custody | 5,410 | 5,386 | 5,897 | 0.4% | 16,178 | 18,961 | (14.7)% | ||||||||||
| Corporate & Other | (86 | ) | (738 | ) | 789 | 88.3% | (820 | ) | (1,549 | ) | 47.1% | ||||||
| Total Segment Revenues Attributable to Ben’s Equity Holders(1) | $ | 16,621 | $ | 16,626 | $ | 17,961 | —% | $ | 49,482 | $ | 53,715 | (7.9)% | |||||
| Segment Operating Income (Loss) Attributable to Ben’s Equity Holders(1) ($ in thousands) |
Fiscal 3Q25 December 31, 2024 |
Fiscal 2Q25 September 30, 2024 |
Fiscal 3Q24 December 31, 2023 |
Change % vs. Prior Quarter |
YTD Fiscal 2025 |
YTD Fiscal 2024 |
Change % vs. Prior YTD |
|||||||||||
| Ben Liquidity | $ | (2,853 | ) | $ | 2,905 | $ | (606,405 | ) | NM | $ | (462 | ) | $ | (1,781,521 | ) | 100.0% | ||
| Ben Custody | 3,507 | 4,329 | (267,995 | ) | (19.0)% | 9,123 | (538,840 | ) | NM | |||||||||
| Corporate & Other | (8,935 | ) | (16,426 | ) | (20,217 | ) | 45.6% | 18,730 | (94,532 | ) | NM | |||||||
| Total Segment Operating Income (Loss) Attributable to Ben’s Equity Holders(1) | $ | (8,281 | ) | $ | (9,192 | ) | $ | (894,617 | ) | 9.9% | $ | 27,391 | $ | (2,414,893 | ) | NM | ||
NM – Not meaningful.
(1) Segment financial information attributable to Ben’s equity holders is presented to provide users of our financial information an understanding and visual aide of the segment information (revenues, operating income (loss), and adjusted operating income (loss)) that impacts Ben’s Equity Holders. “Ben’s Equity Holders” refers to the holders of Beneficient Class A and Class B common stock and Series B Preferred Stock as well as holders of interests in BCH which represent noncontrolling interests. For a description of noncontrolling interests, see Item 2 of our Quarterly Report on Form 10-Q for the nine months ended December 31, 2024, and Reconciliation of Business Segment Information Attributable to Ben’s Equity Holders to Net Income Attributable to Ben Common Holders. Such information is computed as the sum of the Ben Liquidity, Ben Custody and Corp/Other segments since it is the operating results of those segments that determine the net income (loss) attributable to Ben’s Equity Holders. See further information in table 5 and Non-GAAP Reconciliations.
Adjusted Business Segment Information Attributable to Ben’s Equity Holders(2)
Table 4 below presents unaudited adjusted segment revenue and adjusted segment operating income (loss) for business segments attributable to Ben’s equity holders.
| Adjusted Segment Revenues Attributable to Ben’s Equity Holders(1)(2) ($ in thousands) |
Fiscal 3Q25 December 31, 2024 |
Fiscal 2Q25 September 30, 2024 |
Fiscal 3Q24 December 31, 2023 |
Change % vs. Prior Quarter |
YTD Fiscal 2025 |
YTD Fiscal 2024 |
Change % vs. Prior YTD |
||||||||||
| Ben Liquidity | $ | 11,297 | $ | 11,978 | $ | 11,275 | (5.7)% | $ | 34,124 | $ | 36,303 | (6.0)% | |||||
| Ben Custody | 5,410 | 5,386 | 5,897 | 0.4% | 16,178 | 18,961 | (14.7)% | ||||||||||
| Corporate & Other | (86 | ) | (738 | ) | 974 | 88.3% | (813 | ) | (205 | ) | NM | ||||||
| Total Adjusted Segment Revenues Attributable to Ben’s Equity Holders(1)(2) | $ | 16,621 | $ | 16,626 | $ | 18,146 | —% | $ | 49,489 | $ | 55,059 | (10.1)% | |||||
| Adjusted Segment Operating Income (Loss) Attributable to Ben’s Equity Holders(1)(2) ($ in thousands) |
Fiscal 3Q25 December 31, 2024 |
Fiscal 2Q25 September 30, 2024 |
Fiscal 3Q24 December 31, 2023 |
Change % vs. Prior Quarter |
YTD Fiscal 2025 |
YTD Fiscal 2024 |
Change % vs. Prior YTD |
|||||||||||
| Ben Liquidity | $ | (2,853 | ) | $ | 2,905 | $ | 2,525 | NM | $ | (457 | ) | $ | (11,769 | ) | 96.1% | |||
| Ben Custody | 4,847 | 4,627 | 4,835 | 4.8% | 13,890 | 15,767 | (11.9)% | |||||||||||
| Corporate & Other | (6,731 | ) | (9,793 | ) | (11,954 | ) | 31.3% | (24,984 | ) | (41,581 | ) | 39.9% | ||||||
| Total Adjusted Segment Operating Income (Loss) Attributable to Ben’s Equity Holders(1)(2) | $ | (4,737 | ) | $ | (2,261 | ) | $ | (4,594 | ) | NM | $ | (11,551 | ) | $ | (37,583 | ) | 69.3% | |
NM – Not meaningful.
(1) Adjusted Revenues, Adjusted Operating Income (Loss), Adjusted Segment Revenues attributable to Ben’s Equity Holders and Adjusted Segment Operating Income (Loss) attributable to Ben’s Equity Holders are non-GAAP financial measures. For reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures and for the reasons we believe the non-GAAP measures provide useful information, see Non-GAAP Reconciliations.
(2) Segment financial information attributable to Ben’s equity holders is presented to provide users of our financial information an understanding and visual aide of the segment information (revenues, operating income (loss), and adjusted operating income (loss)) that impacts Ben’s Equity Holders. “Ben’s Equity Holders” refers to the holders of Beneficient Class A and Class B common stock and Series B Preferred Stock as well as holders of interests in BCH which represent noncontrolling interests. For a description of noncontrolling interests, see Item 2 of our Quarterly Report on Form 10-Q for the nine months ended December 31, 2024, and Reconciliation of Business Segment Information Attributable to Ben’s Equity Holders to Net Income Attributable to Ben Common Holders. Such information is computed as the sum of the Ben Liquidity, Ben Custody and Corp/Other segments since it is the operating results of those segments that determine the net income (loss) attributable to Ben’s Equity Holders. See further information in table 5 and Non-GAAP Reconciliations.
Reconciliation of Business Segment Information Attributable to Ben’s Equity Holders to Net Income (Loss) Attributable to Ben Common Shareholders
Table 5 below presents reconciliation of operating income (loss) by business segment attributable to Ben’s Equity Holders to net income (loss) attributable to Ben common shareholders.
| Reconciliation of Business Segments to Net Income (Loss) to Ben Common Shareholders ($ in thousands) |
Fiscal 3Q25 December 31, 2024 |
Fiscal 2Q25 September 30, 2024 |
Fiscal 3Q24 December 31, 2023 |
YTD Fiscal 2025 |
YTD Fiscal 2024 |
|||||||||||
| Ben Liquidity | $ | (2,853 | ) | $ | 2,905 | $ | (606,405 | ) | $ | (462 | ) | $ | (1,781,521 | ) | ||
| Ben Custody | 3,507 | 4,329 | (267,995 | ) | 9,123 | (538,840 | ) | |||||||||
| Corporate & Other | (8,935 | ) | (16,426 | ) | (20,217 | ) | 18,730 | (94,532 | ) | |||||||
| Loss on debt extinguishment, net (intersegment elimination) | — | — | (3,940 | ) | — | (3,940 | ) | |||||||||
| Gain on liability resolution | — | 23,462 | — | 23,462 | — | |||||||||||
| Income tax expense (allocable to Ben and BCH equity holders) | (713 | ) | — | (75 | ) | (741 | ) | (75 | ) | |||||||
| Net loss attributable to noncontrolling interests – Ben | 4,844 | 3,067 | 360,695 | 15,098 | 401,985 | |||||||||||
| Noncontrolling interest guaranteed payment | (4,489 | ) | (4,423 | ) | (4,229 | ) | (13,268 | ) | (12,501 | ) | ||||||
| Net income (loss) attributable to Ben’s common shareholders | $ | (8,639 | ) | $ | 12,914 | $ | (542,166 | ) | $ | 51,942 | $ | (2,029,424 | ) | |||
Earnings Webcast
Beneficient will host a webcast and conference call to review its third quarter financial results on February 13, 2025, at 8:30 am Eastern Standard Time. The webcast will be available via live webcast from the Investor Relations section of the Company’s website at https://shareholders.trustben.com under Events.
Replay
The webcast will be archived on the Company’s website in the investor relations section for replay for at least one year.
About Beneficent
Beneficient (Nasdaq: BENF) – Ben, for short – is on a mission to democratize the global alternative asset investment market by providing traditionally underserved investors − mid-to-high net worth individuals, small-to-midsized institutions and General Partners seeking exit options, anchor commitments and valued-added services for their funds− with solutions that could help them unlock the value in their alternative assets. Ben’s AltQuote™ tool provides customers with a range of potential exit options within minutes, while customers can log on to the AltAccess® portal to explore opportunities and receive proposals in a secure online environment.
Its subsidiary, Beneficient Fiduciary Financial, L.L.C., received its charter under the State of Kansas’ Technology-Enabled Fiduciary Financial Institution (TEFFI) Act and is subject to regulatory oversight by the Office of the State Bank Commissioner.
For more information, visit www.trustben.com or follow us on LinkedIn.
Contacts
Investors:
Matt Kreps/214-597-8200/mkreps@darrowir.com
Michael Wetherington/214-284-1199/mwetherington@darrowir.com
investors@beneficient.com
Important Information and Where You Can Find It
This press release may be deemed to be solicitation material in respect of a vote of stockholders to approve an amendment to Ben’s articles of incorporation to increase the authorized shares of Class B Common Stock of Ben and the issuance of securities pursuant to the transactions to revise the liquidation priority of BCH (the “Transactions”). In connection with the requisite stockholder approval, Ben will file with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement and a definitive proxy statement, which will be sent to the stockholders of Ben, seeking such approvals related to the Transactions.
INVESTORS AND SECURITY HOLDERS OF BEN AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ, WHEN AVAILABLE, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BEN AND THE TRANSACTIONS. Investors and security holders will be able to obtain a free copy of the proxy statement, as well as other relevant documents filed with the SEC containing information about Ben, without charge, at the SEC’s website (http://www.sec.gov). Copies of documents filed with the SEC by Ben can also be obtained, without charge, by directing a request to Investor Relations, Beneficient, 325 North St. Paul Street, Suite 4850, Dallas, Texas 75201, or email investors@beneficient.com.
Participants in the Solicitation of Proxies in Connection with Transaction
Ben and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the requisite stockholder approvals under the rules of the SEC. Information regarding Ben’s directors and executive officers is available in its annual report on Form 10-K for the fiscal year ended March 31, 2024, which was filed with the SEC on July 9, 2024 and certain current reports on Form 8-K filed by Ben. Other information regarding the participants in the solicitation of proxies with respect to the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.
Not an Offer of Securities
The information in this communication is for informational purposes only and shall not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities. The securities that are the subject of the Transactions have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Disclaimer and Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to, among other things, demand for our solutions in the alternative asset industry, opportunities for market growth, statements regarding the proposed Transactions, including expectations of future plans, strategies, and benefits of the Transactions, statements regarding the proposed Mercantile Bank acquisition and estimates regarding future synergies and benefits, our ability to expand the range of digital asset market solutions, and companion custody clearing and control account fee-based services as a result of the proposed Mercantile Bank acquisition, our ability to identify and negotiate transactions, diversification and size of our loan portfolio and our ability to scale operations and provide shareholder value. These forward-looking statements are generally identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and, in each case, their negative or other various or comparable terminology. These forward-looking statements reflect our views with respect to future events as of the date of this document and are based on our management’s current expectations, estimates, forecasts, projections, assumptions, beliefs and information. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. All such forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to be materially different from those stated or implied in this document. It is not possible to predict or identify all such risks. These risks include, but are not limited to, the ultimate outcome of the Transactions; the Company’s ability to consummate the Transactions; the ability of the Company to satisfy the closing conditions set forth in the agreement with respect to the Transactions, including obtaining the requisite vote of securityholders; the Company’s ability to meet expectations regarding the timing and completion of the Transactions, the ultimate outcome of the proposed Mercantile Bank acquisition; the Company’s ability to consummate the proposed Mercantile Bank acquisition in a timely manner or at all; the ability of the parties to satisfy the closing conditions to the acquisition; the possibility that the Company may be unable to successfully integrate Mercantile Bank’s operations with those of the Company or realize the expected benefits of the acquisition; the possibility that such integration may be more difficult, time-consuming, or costly than expected; the risk that operating costs, customer loss, and business disruption (including, without limitation, difficulties in maintaining relationships with employees, contractors, and customers) may be greater than expected following the acquisition or the public announcement of the acquisition; the Company’s ability to retain certain key employees of Mercantile Bank; the ability to launch and receive market acceptance for new products and services; risks related to the entry into a new line of business in connection with the proposed Mercantile Bank acquisition, and the risk factors that are described under the section titled “Risk Factors” in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings with the SEC. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this document and in our SEC filings. We expressly disclaim any obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.
Table 6: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
| Three Months Ended December 31, |
Nine Months Ended December 31, |
||||||||||||||
| (Dollars in thousands, except per share amounts) | 2024 | 2023 | 2024 | 2023 | |||||||||||
| Revenues | |||||||||||||||
| Investment income, net | $ | 4,742 | $ | 7,448 | $ | 24,311 | $ | 7,935 | |||||||
| Loss on financial instruments, net (related party of $(8), $(18,691), $(546) and $(64,217), respectively) | (523 | ) | (18,024 | ) | (1,885 | ) | (64,260 | ) | |||||||
| Interest and dividend income | 10 | 118 | 34 | 348 | |||||||||||
| Trust services and administration revenues (related party of $8, $8, $23 and $23, respectively) | 188 | 158 | 564 | 173 | |||||||||||
| Other income | 2 | 65 | 2 | 65 | |||||||||||
| Total revenues | 4,419 | (10,235 | ) | 23,026 | (55,739 | ) | |||||||||
| Operating expenses | |||||||||||||||
| Employee compensation and benefits | 2,929 | 7,340 | 13,914 | 58,561 | |||||||||||
| Interest expense (related party of $3,140, $3,018, $9,330 and $5,843, respectively) | 3,240 | 4,671 | 11,848 | 13,569 | |||||||||||
| Professional services | 5,083 | 4,970 | 17,884 | 22,000 | |||||||||||
| Provision for credit losses | — | — | 1,000 | — | |||||||||||
| Loss on impairment of goodwill | — | 883,223 | 3,692 | 2,286,212 | |||||||||||
| Release of loss contingency related to arbitration award | — | — | (54,973 | ) | — | ||||||||||
| Other expenses (related party of $723, $2,096, $2,111 and $6,317, respectively) | 2,680 | 5,512 | 8,551 | 17,604 | |||||||||||
| Total operating expenses | 13,932 | 905,716 | 1,916 | 2,397,946 | |||||||||||
| Operating income (loss) | (9,513 | ) | (915,951 | ) | 21,110 | (2,453,685 | ) | ||||||||
| (Gain) loss on liability resolution | — | — | (23,462 | ) | — | ||||||||||
| Loss on extinguishment of debt, net | — | 8,846 | — | 8,846 | |||||||||||
| Net income (loss) before income taxes | (9,513 | ) | (924,797 | ) | 44,572 | (2,462,531 | ) | ||||||||
| Income tax expense | 713 | 75 | 741 | 75 | |||||||||||
| Net income (loss) | (10,226 | ) | (924,872 | ) | 43,831 | (2,462,606 | ) | ||||||||
| Plus: Net loss attributable to noncontrolling interests – Customer ExAlt Trusts | 1,232 | 26,240 | 6,281 | 43,698 | |||||||||||
| Plus: Net loss attributable to noncontrolling interests – Ben | 4,844 | 360,695 | 15,098 | 401,985 | |||||||||||
| Less: Noncontrolling interest guaranteed payment | (4,489 | ) | (4,229 | ) | (13,268 | ) | (12,501 | ) | |||||||
| Net income (loss) attributable to Beneficient common shareholders | $ | (8,639 | ) | $ | (542,166 | ) | $ | 51,942 | $ | (2,029,424 | ) | ||||
| Other comprehensive income (loss): | |||||||||||||||
| Unrealized (loss) gain on investments in available-for-sale debt securities | (120 | ) | 51 | (115 | ) | 4,236 | |||||||||
| Total comprehensive income (loss) | (8,759 | ) | (542,115 | ) | 51,827 | (2,025,188 | ) | ||||||||
| Less: comprehensive (loss) gain attributable to noncontrolling interests | (120 | ) | 51 | (115 | ) | 4,236 | |||||||||
| Total comprehensive income (loss) attributable to Beneficient | $ | (8,639 | ) | $ | (542,166 | ) | $ | 51,942 | $ | (2,029,424 | ) | ||||
| Net income (loss) per common share | |||||||||||||||
| Class A – basic | $ | (1.32 | ) | $ | (158.36 | ) | $ | 10.30 | $ | (668.31 | ) | ||||
| Class B – basic | $ | (1.02 | ) | $ | (156.95 | ) | $ | 13.78 | $ | (587.49 | ) | ||||
| Net income (loss) per common share | |||||||||||||||
| Class A – diluted | $ | (1.32 | ) | $ | (158.36 | ) | $ | 0.12 | $ | (668.31 | ) | ||||
| Class B – diluted | $ | (1.02 | ) | $ | (156.95 | ) | $ | 0.12 | $ | (587.49 | ) | ||||
Table 7: CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
| December 31, 2024 | March 31, 2024 | ||||||
| (Dollars and shares in thousands) | (unaudited) | ||||||
| ASSETS | |||||||
| Cash and cash equivalents | $ | 4,149 | $ | 7,913 | |||
| Restricted cash | 52 | 64 | |||||
| Investments, at fair value: | |||||||
| Investments held by Customer ExAlt Trusts (related party of $12 and $552) | 334,278 | 329,113 | |||||
| Investments held by Ben (related party of nil and $6) | — | 6 | |||||
| Other assets, net | 48,519 | 14,699 | |||||
| Intangible assets | 3,100 | 3,100 | |||||
| Goodwill | 9,914 | 13,606 | |||||
| Total assets | $ | 400,012 | $ | 368,501 | |||
| LIABILITIES, TEMPORARY EQUITY, AND EQUITY (DEFICIT) | |||||||
| Accounts payable and accrued expenses (related party of $14,294 and $14,143) | $ | 149,204 | $ | 157,157 | |||
| Other liabilities (related party of $16,798 and $9,740) | 22,433 | 31,727 | |||||
| Warrants liability | 648 | 178 | |||||
| Convertible debt | 2,667 | — | |||||
| Debt due to related parties | 120,274 | 120,505 | |||||
| Total liabilities | 295,226 | 309,567 | |||||
| Redeemable noncontrolling interests | |||||||
| Preferred Series A Subclass 0 Redeemable Unit Accounts, nonunitized | 90,526 | 251,052 | |||||
| Total temporary equity | 90,526 | 251,052 | |||||
| Shareholder’s equity (deficit): | |||||||
| Preferred stock, par value $0.001 per share, 250,000 shares authorized | |||||||
| Series A preferred stock, 0 and 0 shares issued and outstanding as of December 31, 2024 and March 31, 2024 | — | — | |||||
| Series B preferred stock, 363 and 227 shares issued and outstanding as of December 31, 2024 and March 31, 2024 | — | — | |||||
| Class A common stock, par value $0.001 per share, 5,000,000 and 18,750(1) shares authorized as of December 31, 2024 and March 31, 2024, respectively, 8,246 and 3,348 shares issued as of December 31, 2024 and March 31, 2024, respectively, and 8,237 and 3,339 shares outstanding as of December 31, 2024 and March 31, 2024, respectively | 8 | 3 | |||||
| Class B convertible common stock, par value $0.001 per share, 250(1) shares authorized, 239 and 239 shares issued and outstanding as of December 31, 2024 and March 31, 2024 | — | — | |||||
| Additional paid-in capital | 1,843,911 | 1,848,068 | |||||
| Accumulated deficit | (2,007,272 | ) | (2,059,214 | ) | |||
| Stock receivable | — | (20,038 | ) | ||||
| Treasury stock, at cost (9 shares as of December 31, 2024 and March 31, 2024) | (3,444 | ) | (3,444 | ) | |||
| Accumulated other comprehensive income | 161 | 276 | |||||
| Noncontrolling interests | 180,896 | 42,231 | |||||
| Total equity (deficit) | 14,260 | (192,118 | ) | ||||
| Total liabilities, temporary equity, and equity (deficit) | $ | 400,012 | $ | 368,501 | |||
(1) Number has been adjusted to reflect 1-for-80 reverse stock split on April 18, 2024. See Note 1 – Summary of Significant Accounting Policies – Reverse Stock Split to the consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on July 9, 2024, for additional information.
Table 8: Non-GAAP Reconciliations
| (in thousands) | Three Months Ended December 31, 2024 | |||||||||||||||||
| Ben Liquidity |
Ben Custody |
Customer ExAlt Trusts |
Corporate/ Other |
Consolidating Eliminations |
Consolidated | |||||||||||||
| Total revenues | $ | 11,297 | $ | 5,410 | $ | 4,317 | $ | (86 | ) | $ | (16,519 | ) | $ | 4,419 | ||||
| Mark to market adjustment on interests in the GWG Wind Down Trust | — | — | 8 | — | — | 8 | ||||||||||||
| Adjusted revenues | $ | 11,297 | $ | 5,410 | $ | 4,325 | $ | (86 | ) | $ | (16,519 | ) | $ | 4,427 | ||||
| Operating income (loss) | $ | (2,853 | ) | $ | 3,507 | $ | (35,544 | ) | $ | (8,935 | ) | $ | 34,312 | $ | (9,513 | ) | ||
| Mark to market adjustment on interests in the GWG Wind Down Trust | — | — | 8 | — | — | 8 | ||||||||||||
| Intersegment provision for credit losses on collateral comprised of interests in the GWG Wind Down Trust | — | 1,340 | — | — | (1,340 | ) | — | |||||||||||
| Goodwill impairment | — | — | — | — | — | — | ||||||||||||
| Release of loss contingency related to arbitration award | — | — | — | — | — | — | ||||||||||||
| Share-based compensation expense | — | — | — | 804 | — | 804 | ||||||||||||
| Legal and professional fees(1) | — | — | — | 1,400 | — | 1,400 | ||||||||||||
| Adjusted operating income (loss) | $ | (2,853 | ) | $ | 4,847 | $ | (35,536 | ) | $ | (6,731 | ) | $ | 32,972 | $ | (7,301 | ) | ||
(1) Includes legal and professional fees related lawsuits.
| (in thousands) | Three Months Ended September 30, 2024 | ||||||||||||||||
| Ben Liquidity |
Ben Custody |
Customer ExAlt Trusts |
Corporate/ Other |
Consolidating Eliminations |
Consolidated | ||||||||||||
| Total revenues | $ | 11,978 | $ | 5,386 | $ | 9,112 | $ | (738 | ) | $ | (17,177 | ) | $ | 8,561 | |||
| Mark to market adjustment on interests in the GWG Wind Down Trust | — | — | 173 | — | — | 173 | |||||||||||
| Adjusted revenues | $ | 11,978 | $ | 5,386 | $ | 9,285 | $ | (738 | ) | $ | (17,177 | ) | $ | 8,734 | |||
| Operating income (loss) | $ | 2,905 | $ | 4,329 | $ | (31,549 | ) | $ | (16,426 | ) | $ | 27,026 | $ | (13,715 | ) | ||
| Mark to market adjustment on interests in the GWG Wind Down Trust | — | — | 173 | — | — | 173 | |||||||||||
| Intersegment provision for credit losses on collateral comprised of interests in the GWG Wind Down Trust | — | — | — | — | — | — | |||||||||||
| Goodwill impairment | — | 298 | — | — | — | 298 | |||||||||||
| Release of loss contingency related to arbitration award | — | — | — | — | — | — | |||||||||||
| Share-based compensation expense | — | — | — | 3,364 | — | 3,364 | |||||||||||
| Legal and professional fees(1) | — | — | — | 3,269 | — | 3,269 | |||||||||||
| Adjusted operating income (loss) | $ | 2,905 | $ | 4,627 | $ | (31,376 | ) | $ | (9,793 | ) | $ | 27,026 | $ | (6,611 | ) | ||
(1) Includes legal and professional fees related to lawsuits.
| (in thousands) | Three Months Ended December 31, 2023 | |||||||||||||||||||||||
| Ben Liquidity |
Ben Custody |
Customer ExAlt Trusts |
Corporate/ Other |
Consolidating Eliminations |
Consolidated | |||||||||||||||||||
| Total revenues | $ | 11,275 | $ | 5,897 | $ | (11,182 | ) | $ | 789 | $ | (17,014 | ) | $ | (10,235 | ) | |||||||||
| Mark to market adjustment on interests in the GWG Wind Down Trust | — | — | 18,506 | 185 | — | 18,691 | ||||||||||||||||||
| Adjusted revenues | $ | 11,275 | $ | 5,897 | $ | 7,324 | $ | 974 | $ | (17,014 | ) | $ | 8,456 | |||||||||||
| Operating income (loss) | $ | (606,405 | ) | $ | (267,995 | ) | $ | (49,363 | ) | $ | (20,217 | ) | $ | 28,029 | $ | (915,951 | ) | |||||||
| Mark to market adjustment on interests in the GWG Wind Down Trust | — | — | 18,506 | 185 | — | 18,691 | ||||||||||||||||||
| Intersegment provision for credit losses on collateral comprised of interests in the GWG Wind Down Trust | 4,262 | — | — | — | (4,262 | ) | — | |||||||||||||||||
| Goodwill impairment | 604,668 | 272,830 | — | 5,725 | — | 883,223 | ||||||||||||||||||
| Loss on arbitration | — | — | — | — | — | — | ||||||||||||||||||
| Share-based compensation expense | — | — | — | 2,026 | — | 2,026 | ||||||||||||||||||
| Legal and professional fees(1) | — | — | — | 327 | — | 327 | ||||||||||||||||||
| Adjusted operating income (loss) | $ | 2,525 | $ | 4,835 | $ | (30,857 | ) | $ | (11,954 | ) | $ | 23,767 | $ | (11,684 | ) | |||||||||
(1) Includes legal and professional fees related to lawsuits.
| (in thousands) | Nine Months Ended December 31, 2024 | ||||||||||||||||||||||
| Ben Liquidity |
Ben Custody |
Customer ExAlt Trusts |
Corporate/ Other |
Consolidating Eliminations |
Consolidated | ||||||||||||||||||
| Total revenues | $ | 34,124 | $ | 16,178 | $ | 23,282 | $ | (820 | ) | $ | (49,738 | ) | $ | 23,026 | |||||||||
| Mark to market adjustment on interests in the GWG Wind Down Trust | — | — | 539 | 7 | — | 546 | |||||||||||||||||
| Adjusted revenues | $ | 34,124 | $ | 16,178 | $ | 23,821 | $ | (813 | ) | $ | (49,738 | ) | $ | 23,572 | |||||||||
| Operating income (loss) | $ | (462 | ) | $ | 9,123 | $ | (96,722 | ) | $ | 18,730 | $ | 90,441 | $ | 21,110 | |||||||||
| Mark to market adjustment on interests in the GWG Wind Down Trust | — | — | 539 | 7 | — | 546 | |||||||||||||||||
| Intersegment provision for credit losses on collateral comprised of interests in the GWG Wind Down Trust | 5 | 1,340 | — | — | (1,345 | ) | — | ||||||||||||||||
| Goodwill impairment | — | 3,427 | — | 265 | — | 3,692 | |||||||||||||||||
| Release of loss contingency related to arbitration award | — | — | — | (54,973 | ) | — | (54,973 | ) | |||||||||||||||
| Share-based compensation expense | — | — | — | 5,162 | — | 5,162 | |||||||||||||||||
| Legal and professional fees(1) | — | — | — | 5,825 | — | 5,825 | |||||||||||||||||
| Adjusted operating income (loss) | $ | (457 | ) | $ | 13,890 | $ | (96,183 | ) | $ | (24,984 | ) | $ | 89,096 | $ | (18,638 | ) | |||||||
(1) Includes legal and professional fees related to lawsuits.
| (in thousands) | Nine Months Ended December 31, 2023 | |||||||||||||||||||||||
| Ben Liquidity |
Ben Custody |
Customer ExAlt Trusts |
Corporate/ Other |
Consolidating Eliminations |
Consolidated | |||||||||||||||||||
| Total revenues | $ | 36,303 | $ | 18,961 | $ | (54,363 | ) | $ | (1,549 | ) | $ | (55,091 | ) | $ | (55,739 | ) | ||||||||
| Mark to market adjustment on interests in the GWG Wind Down Trust | — | — | 62,873 | 1,344 | — | 64,217 | ||||||||||||||||||
| Adjusted revenues | $ | 36,303 | $ | 18,961 | $ | 8,510 | $ | (205 | ) | $ | (55,091 | ) | $ | 8,478 | ||||||||||
| Operating income (loss) | $ | (1,781,521 | ) | $ | (538,840 | ) | $ | (166,051 | ) | $ | (94,532 | ) | $ | 127,259 | $ | (2,453,685 | ) | |||||||
| Mark to market adjustment on interests in the GWG Wind Down Trust | — | — | 62,873 | 1,344 | — | 64,217 | ||||||||||||||||||
| Intersegment provision for credit losses on collateral comprised of interests in the GWG Wind Down Trust | 43,872 | — | — | — | (43,872 | ) | — | |||||||||||||||||
| Goodwill impairment | 1,725,880 | 554,607 | — | 5,725 | — | 2,286,212 | ||||||||||||||||||
| Loss on arbitration | — | — | — | — | — | — | ||||||||||||||||||
| Share-based compensation expense | — | — | — | 37,530 | — | 37,530 | ||||||||||||||||||
| Legal and professional fees(1) | — | — | — | 8,352 | — | 8,352 | ||||||||||||||||||
| Adjusted operating income (loss) | $ | (11,769 | ) | $ | 15,767 | $ | (103,178 | ) | $ | (41,581 | ) | $ | 83,387 | $ | (57,374 | ) | ||||||||
(1) Includes legal and professional fees related to GWG Holdings bankruptcy, lawsuits, public relations, and employee matters.
| Three Months Ended December 31, |
Nine Months Ended December 31, |
|||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||
| Operating Expenses Non GAAP Reconciliation | ||||||||||||||
| Operating expenses | $ | 13,932 | $ | 905,716 | $ | 1,916 | $ | 2,397,946 | ||||||
| Plus: Release of loss contingency related to arbitration award | — | — | 54,973 | — | ||||||||||
| Less: Goodwill impairment | — | (883,223 | ) | (3,692 | ) | (2,286,212 | ) | |||||||
| Operating expenses, excluding goodwill impairment and release of loss contingency related to arbitration award | $ | 13,932 | $ | 22,493 | $ | 53,197 | $ | 111,734 | ||||||
The below table reconciles the non-GAAP financial measures of tangible book value and tangible book value to Ben’s public stockholders to the most comparable GAAP financial measures as of December 31, 2024 on an actual basis and pro forma assuming the transactions described in our Form 8-K filed on December 23, 2024 occurred on December 31, 2024.
| Actual and Pro Forma (a) |
Actual | Pro forma (a) | |||||||||||
| Tangible Book Value | Tangible book value attributable to Ben’s public company stockholders | ||||||||||||
| Total equity (deficit) | $ | 14,260 | Tangible book value | $ | 91,772 | $ | 91,772 | ||||||
| Less: Goodwill and intangible assets | (13,014 | ) | Less: Tangible book value attributable to Beneficient Holdings noncontrolling interest holders | (91,772 | ) | (82,595 | ) | ||||||
| Plus: Total temporary equity | 90,526 | Tangible book value attributable to Ben’s public company stockholders | — | 9,177 | |||||||||
| Tangible book value | $ | 91,772 | |||||||||||
(a) Assumes the transactions described in our Form 8-K filed on December 23, 2024 closed on December 31, 2024 including that the BCH limited partnership agreement was amended to provide that Beneficient, as the indirect holder of the Class A Units and certain Designated Class S Ordinary Units of BCH, would receive in the event of a liquidation of BCH (i) 10% of the first $100 million of distributions of BCH following the satisfaction of the debts and liabilities of BCH on a consolidated basis and (ii) 33.3333% of the net asset value of the added alternative assets of up to $5 billion in connection with ExAlt Plan liquidity and primary capital transactions entered after December 22, 2024.
Adjusted Revenues, Adjusted Operating Income (Loss), Adjusted Segment Revenues attributable to Ben’s Equity Holders and Adjusted Segment Operating Income (Loss) attributable to Ben’s Equity Holders are non-GAAP financial measures. We present these non-GAAP financial measures because we believe it helps investors understand underlying trends in our business and facilitates an understanding of our operating performance from period to period because it facilitates a comparison of our recurring core business operating results. Tangible Book Value and Tangible Book Value to Ben’s Public Company Stockholders are also non-GAAP financial measures. We present these non-GAAP financial measures because we believe it help investors in analyzing the intrinsic value of the Company, including the proforma impact of the contemplated transactions more fully described in our Form 8-K filed on December 23, 2024. The non-GAAP financial measures are intended as a supplemental measure of our performance that is neither required by, nor presented in accordance with, U.S. GAAP. Our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of these non-GAAP financial measures may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate such items in the same way.
We define adjusted revenue as revenue adjusted to exclude the effect of mark-to-market adjustments on related party equity securities that were acquired both prior to and during the Collateral Swap, which on August 1, 2023, became interests in the GWG Wind Down Trust. Adjusted Segment Revenues attributable to Ben’s Equity Holders is the same as “adjusted revenues” related to the aggregate of the Ben Liquidity, Ben Custody, and Corporate/Other Business Segments, which are the segments that impact the net income (loss) attributable to all equity holders of Beneficient, including equity holders of Beneficient’s subsidiary, BCH.
Adjusted operating income (loss) represents GAAP operating income (loss), adjusted to exclude the effect of the adjustments to revenue as described above, credit losses on related party available-for-sale debt securities that were acquired in the Collateral Swap which on August 1, 2023, became interests in the GWG Wind Down Trust, and receivables from a related party that filed for bankruptcy and certain notes receivables originated during our formative transactions, non-cash asset impairment, share-based compensation expense, and legal, professional services, and public relations costs related to the GWG Holdings bankruptcy, lawsuits, a defunct product offering, and certain employee matters, including fees & loss contingency accruals (releases) incurred in arbitration with a former director. Adjusted Segment Operating Income (Loss) attributable to Ben’s Equity Holders is the same as “adjusted operating income (loss)” related to the aggregate of the Ben Liquidity, Ben Custody, and Corporate/Other Business Segments, which are the segments that impact the net income (loss) attributable to all equity holders of Beneficient, including equity holders of Beneficient’s subsidiary, BCH.
Tangible book value is defined as the sum of total equity (deficit) less goodwill and intangible assets plus total temporary equity. Tangible book value to Ben’s public company stockholders is defined at tangible book value adjusted for the portion of tangible book value that is attributable to Ben’s public company stockholders, which is calculated as tangible book value adjusted for (i) 10% of the first $100 million of distributions of BCH following the satisfaction of the debts and liabilities of BCH on a consolidated basis and (ii) 33.3333% of the net asset value of the added alternative assets of up to $5 billion in connection with ExAlt Plan liquidity and primary capital transactions entered after December 22, 2024.
These non-GAAP financial measures are not a measure of performance or liquidity calculated in accordance with U.S. GAAP. They are unaudited and should not be considered an alternative to, or more meaningful than, GAAP revenues or GAAP operating income (loss) as an indicator of our operating performance. Uses of cash flows that are not reflected in adjusted operating income (loss) or adjusted segment operating income (loss) attributable to Ben’s Equity Holders include capital expenditures, interest payments, debt principal repayments, and other expenses, which can be significant. As a result, adjusted operating income (loss) and/or adjusted segment operating income (loss) attributable to Ben’s Equity Holders should not be considered as a measure of our liquidity.
Because of these limitations, Adjusted Revenues, Adjusted Operating Income (Loss), Adjusted Segment Revenues attributable to Ben’s Equity Holders, Adjusted Segment Operating Income (Loss) attributable to Ben’s Equity Holders, Tangible Book Value and Tangible Book Value to Ben’s Public Company Stockholders should not be considered in isolation or as a substitute for performance measures calculated in accordance with U.S. GAAP. We compensate for these limitations by relying primarily on our U.S. GAAP results and using Adjusted Revenues, Adjusted Operating Income (Loss), Adjusted Segment Revenues attributable to Ben’s Equity Holders, Adjusted Segment Operating Income (Loss) attributable to Ben’s Equity Holders, Tangible Book Value and Tangible Book Value to Ben’s Public Company Stockholders on a supplemental basis. You should review the reconciliation of these non-GAAP financial measures set forth above and not rely on any single financial measure to evaluate our business.
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/09d463d7-9883-4bbf-8a05-3c24ea42846e
Source: GlobeNewswire (MIL-OSI)
CHICAGO, Feb. 13, 2025 (GLOBE NEWSWIRE) — TransUnion (NYSE: TRU) (the “Company”) today announced financial results for the quarter and full-year ended December 31, 2024.
Fourth Quarter 2024 Results
Revenue:
Earnings:
“TransUnion finished the year with strong revenue growth and margin expansion,” said Chris Cartwright, President and CEO. “U.S. Markets grew by high single-digits in the fourth quarter against subdued but stable market conditions, driven by mortgage pricing, improving non-mortgage Financial Services growth and Insurance strength. Our International segment delivered double-digit growth led by India, Asia Pacific and Latin America.”
“In 2025, we expect to deliver 4.5 to 6 percent organic constant currency revenue growth with modest margin expansion, assuming a continuation of current subdued conditions. We remain highly focused on driving strong financial results while executing on our transformation initiatives – refining and strengthening our global operating model; completing U.S. and India technology modernization; and accelerating innovation and growth across our solution suites. We took a key step in reinvigorating Consumer Interactive growth with today’s announcement of our new freemium credit education and monitoring offering, enabled in collaboration with Credit Sesame.”
“Following strong de-levering throughout 2024, we are providing a refreshed capital allocation framework. We are lowering our Leverage Ratio target to under 2.5x, raising our quarterly dividend to $0.115, and announcing a new $500 million share repurchase program. Given the strength of our portfolio and our ongoing transformation, the bar for M&A is high, and we are not seeking large-scale acquisitions. In 2025, we plan to deploy cash for a combination of further debt prepayment, share repurchases and partially funding of the recently announced Trans Union de Mexico acquisition.”
Fourth Quarter 2024 Segment Results
U.S. Markets:
U.S. Markets revenue was $792 million, an increase of 8 percent compared with the fourth quarter of 2023.
Adjusted EBITDA was $312 million, an increase of 16 percent compared to the fourth quarter of 2023.
International:
International revenue was $245 million, an increase of 11 percent (12 percent on a constant currency basis) compared with the fourth quarter of 2023.
Adjusted EBITDA was $107 million, an increase of 11 percent (13 percent on a constant currency basis) compared with the fourth quarter of 2023.
Full Year 2024 Results
Revenue:
Earnings:
Liquidity and Capital Resources
Cash and cash equivalents were $679 million at December 31, 2024 and $476 million at December 31, 2023. For the twelve months ended December 31, 2024, we prepaid $150.0 million of our Senior Secured Term Loans, funded from our cash on hand.
For the year ended December 31, 2024, cash provided by operating activities was $832 million compared with $645 million in 2023. For 2024, the increase in cash provided by operating activities was primarily due to improved operating performance and lower net interest expense, partially offset by employee separation payments and a penalty paid for the early termination of a facility lease, both of which were in connection with our operating model optimization program. For the year ended December 31, 2024, cash used in investing activities was $307 million for 2024 compared with $319 million in 2023. The decrease in cash used in investing activities was primarily due to lower investments in nonconsolidated affiliates. Capital expenditures as a percent of revenue represented 8% for 2024 and 2023. For the year ended December 31, 2024, cash used in financing activities was $309 million compared with $439 million in 2023. The decrease in cash used in financing activities was due primarily to a decrease in debt repayments.
The Company’s Board of Directors has authorized the repurchase of up to $500 million of the Company’s common stock. These repurchases may be made from time to time in the open market, in privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan, hybrid open market repurchases or an accelerated share repurchase transaction, at prices that the Company deems appropriate and subject to market conditions, applicable law and other factors deemed relevant in the Company’s sole discretion. The share repurchase authorization does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and may be suspended or discontinued at any time. This new share repurchase authorization replaces all previous authorizations.
The Company’s Board of Directors has declared a cash dividend of $0.115 per share for the fourth quarter of 2024. The dividend will be payable on March 14, 2025, to shareholders of record on February 27, 2025.
First Quarter and Full Year 2025 Outlook
Our guidance is based on a number of assumptions that are subject to change, many of which are outside of the control of the Company, including general macroeconomic conditions, interest rates and inflation. There are numerous evolving factors that we may not be able to accurately predict. There can be no assurance that the Company will achieve the results expressed by this guidance.
| Three Months Ended March 31, 2025 | Year Ended December 31, 2025 | |||||||||||||||
| (in millions, except per share data) | Low | High | Low | High | ||||||||||||
| Revenue, as reported | $ | 1,060 | $ | 1,074 | $ | 4,333 | $ | 4,393 | ||||||||
| Revenue growth1: | ||||||||||||||||
| As reported | 4 | % | 5 | % | 3.5 | % | 5 | % | ||||||||
| Constant currency1, 2 | 5 | % | 6 | % | 4.5 | % | 6 | % | ||||||||
| Organic constant currency1, 3 | 5 | % | 6 | % | 4.5 | % | 6 | % | ||||||||
| Net income attributable to TransUnion | $ | 71 | $ | 77 | $ | 335 | $ | 362 | ||||||||
| Net income attributable to TransUnion growth | 9 | % | 18 | % | 18 | % | 27 | % | ||||||||
| Net income attributable to TransUnion margin | 6.7 | % | 7.1 | % | 7.7 | % | 8.3 | % | ||||||||
| Diluted Earnings per Share | $ | 0.36 | $ | 0.39 | $ | 1.68 | $ | 1.82 | ||||||||
| Diluted Earnings per Share growth | 7 | % | 16 | % | 16 | % | 26 | % | ||||||||
| Adjusted EBITDA, as reported5 | $ | 376 | $ | 384 | $ | 1,549 | $ | 1,590 | ||||||||
| Adjusted EBITDA growth, as reported4 | 5 | % | 7 | % | 3 | % | 6 | % | ||||||||
| Adjusted EBITDA margin | 35.5 | % | 35.8 | % | 35.8 | % | 36.2 | % | ||||||||
| Adjusted Diluted Earnings per Share5 | $ | 0.96 | $ | 0.99 | $ | 3.93 | $ | 4.08 | ||||||||
| Adjusted Diluted Earnings per Share growth | 4 | % | 8 | % | 1 | % | 4 | % | ||||||||
Earnings Webcast Details
In conjunction with this release, TransUnion will host a conference call and webcast today at 8:30 a.m. Central Time to discuss the business results for the quarter and certain forward-looking information. This session and the accompanying presentation materials may be accessed at www.transunion.com/tru. A replay of the call will also be available at this website following the conclusion of the call.
About TransUnion (NYSE: TRU)
TransUnion is a global information and insights company with over 13,000 associates operating in more than 30 countries. We make trust possible by ensuring each person is reliably represented in the marketplace. We do this with a Tru™ picture of each person: an actionable view of consumers, stewarded with care. Through our acquisitions and technology investments we have developed innovative solutions that extend beyond our strong foundation in core credit into areas such as marketing, fraud, risk and advanced analytics. As a result, consumers and businesses can transact with confidence and achieve great things. We call this Information for Good® — and it leads to economic opportunity, great experiences and personal empowerment for millions of people around the world.
http://www.transunion.com/business
Availability of Information on TransUnion’s Website
Investors and others should note that TransUnion routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the TransUnion Investor Relations website. While not all of the information that the Company posts to the TransUnion Investor Relations website is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media and others interested in TransUnion to review the information that it shares on www.transunion.com/tru.
Forward-Looking Statements
This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of TransUnion’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements. Any statements made in this earnings release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including our guidance and descriptions of our business plans and strategies. These statements often include words such as “anticipate,” “expect,” “guidance,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast,” “outlook,” “potential,” “continues,” “seeks,” “predicts,” or the negatives of these words and other similar expressions.
Factors that could cause actual results to differ materially from those described in the forward-looking statements, or that could materially affect our financial results or such forward-looking statements include:
There may be other factors, many of which are beyond our control, that may cause our actual results to differ materially from the forward-looking statements, including factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, to be filed with the SEC in February 2025, and our Annual Report on Form 10-K for the year ended December 31, 2023, as well as our quarterly reports for the quarters ended September 30, 2024, June 30, 2024 and March 31, 2024, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with the Securities and Exchange Commission. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.
The forward-looking statements contained in this earnings release speak only as of the date of this earnings release. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements to reflect the impact of events or circumstances that may arise after the date of this earnings release.
For More Information
E-mail: Investor.Relations@transunion.com
Telephone: 312.985.2860
TRANSUNION AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(in millions, except per share data)
| December 31, 2024 |
December 31, 2023 |
||||||
| Assets | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 679.5 | $ | 476.2 | |||
| Trade accounts receivable, net of allowance of $19.9 and $16.4 | 798.9 | 723.0 | |||||
| Other current assets | 323.4 | 275.9 | |||||
| Total current assets | 1,801.8 | 1,475.1 | |||||
| Property, plant and equipment, net of accumulated depreciation and amortization of $506.3 and $804.4 | 203.5 | 199.3 | |||||
| Goodwill | 5,144.3 | 5,176.0 | |||||
| Other intangibles, net of accumulated amortization of $2,294.5 and $2,719.8 | 3,257.5 | 3,515.3 | |||||
| Other assets | 577.7 | 739.4 | |||||
| Total assets | $ | 10,984.8 | $ | 11,105.1 | |||
| Liabilities and stockholders’ equity | |||||||
| Current liabilities: | |||||||
| Trade accounts payable | $ | 294.6 | $ | 251.3 | |||
| Current portion of long-term debt | 70.6 | 89.6 | |||||
| Other current liabilities | 694.4 | 661.8 | |||||
| Total current liabilities | 1,059.6 | 1,002.7 | |||||
| Long-term debt | 5,076.6 | 5,250.8 | |||||
| Deferred taxes | 415.3 | 592.9 | |||||
| Other liabilities | 114.5 | 153.2 | |||||
| Total liabilities | 6,666.0 | 6,999.6 | |||||
| Stockholders’ equity: | |||||||
| Preferred stock, $0.01 par value; 100.0 million shares authorized; none issued or outstanding as of December 31, 2024 and 2023 | — | — | |||||
| Common stock, $0.01 par value; 1.0 billion shares authorized at December 31, 2024 and December 31, 2023; 201.5 million and 200.0 million shares issued as of December 31, 2024 and December 31, 2023, respectively; and 194.9 million and 193.8 million shares outstanding as of December 31, 2024 and December 31, 2023, respectively | 2.0 | 2.0 | |||||
| Additional paid-in capital | 2,558.9 | 2,412.9 | |||||
| Treasury stock at cost; 6.6 million and 6.2 million shares at December 31, 2024 and December 31, 2023, respectively | (334.6 | ) | (302.9 | ) | |||
| Retained earnings | 2,357.9 | 2,157.1 | |||||
| Accumulated other comprehensive loss | (367.2 | ) | (260.9 | ) | |||
| Total TransUnion stockholders’ equity | 4,217.0 | 4,008.2 | |||||
| Noncontrolling interests | 101.8 | 97.3 | |||||
| Total stockholders’ equity | 4,318.8 | 4,105.5 | |||||
| Total liabilities and stockholders’ equity | $ | 10,984.8 | $ | 11,105.1 | |||
TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Operations (Unaudited)
(in millions, except per share data)
| Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Revenue | $ | 1,036.8 | $ | 954.3 | $ | 4,183.8 | $ | 3,831.2 | |||||||
| Operating expenses | |||||||||||||||
| Cost of services (exclusive of depreciation and amortization below) | 411.6 | 380.6 | 1,673.3 | 1,517.3 | |||||||||||
| Selling, general and administrative | 317.2 | 303.9 | 1,239.3 | 1,171.6 | |||||||||||
| Depreciation and amortization | 137.3 | 133.3 | 537.8 | 524.4 | |||||||||||
| Goodwill impairment | — | — | — | 414.0 | |||||||||||
| Restructuring | — | 75.3 | 66.8 | 75.3 | |||||||||||
| Total operating expenses | 866.0 | 893.0 | 3,517.1 | 3,702.7 | |||||||||||
| Operating income | 170.8 | 61.3 | 666.7 | 128.5 | |||||||||||
| Non-operating income and (expense) | |||||||||||||||
| Interest expense | (62.0 | ) | (71.0 | ) | (265.2 | ) | (288.2 | ) | |||||||
| Interest income | 8.6 | 5.7 | 28.5 | 20.7 | |||||||||||
| Earnings from equity method investments | 4.2 | 4.6 | 18.3 | 16.3 | |||||||||||
| Other income and (expense), net | (20.9 | ) | (6.4 | ) | (47.1 | ) | (22.7 | ) | |||||||
| Total non-operating income and (expense) | (70.1 | ) | (67.1 | ) | (265.5 | ) | (273.9 | ) | |||||||
| Income (loss) from continuing operations before income taxes | 100.6 | (5.8 | ) | 401.1 | (145.3 | ) | |||||||||
| Provision for income taxes | (29.9 | ) | 15.4 | (98.8 | ) | (44.7 | ) | ||||||||
| Income (loss) from continuing operations | 70.7 | 9.5 | 302.3 | (190.1 | ) | ||||||||||
| Discontinued operations, net of tax | — | — | — | (0.7 | ) | ||||||||||
| Net income (loss) | 70.7 | 9.5 | 302.3 | (190.8 | ) | ||||||||||
| Less: net income attributable to noncontrolling interests | (4.5 | ) | (3.5 | ) | (18.0 | ) | (15.4 | ) | |||||||
| Net income (loss) attributable to TransUnion | $ | 66.2 | $ | 6.1 | $ | 284.4 | $ | (206.2 | ) | ||||||
| Income (loss) from continuing operations | $ | 70.7 | $ | 9.5 | $ | 302.3 | $ | (190.1 | ) | ||||||
| Less: income from continuing operations attributable to noncontrolling interests | (4.5 | ) | (3.5 | ) | (18.0 | ) | (15.4 | ) | |||||||
| Income (loss) from continuing operations attributable to TransUnion | 66.2 | 6.0 | 284.4 | (205.4 | ) | ||||||||||
| Discontinued operations, net of tax | — | — | — | (0.7 | ) | ||||||||||
| Net income (loss) attributable to TransUnion | $ | 66.2 | $ | 6.1 | $ | 284.4 | $ | (206.2 | ) | ||||||
| Basic earnings (loss) per common share from: | |||||||||||||||
| Income (loss) from continuing operations attributable to TransUnion | $ | 0.34 | $ | 0.03 | $ | 1.46 | $ | (1.06 | ) | ||||||
| Discontinued operations, net of tax | — | — | — | — | |||||||||||
| Net income (loss) attributable to TransUnion | $ | 0.34 | $ | 0.03 | $ | 1.46 | $ | (1.07 | ) | ||||||
| Diluted earnings (loss) per common share from: | |||||||||||||||
| Income (loss) from continuing operations attributable to TransUnion | $ | 0.34 | $ | 0.03 | $ | 1.45 | $ | (1.06 | ) | ||||||
| Discontinued operations, net of tax | — | — | — | — | |||||||||||
| Net income (loss) attributable to TransUnion | $ | 0.34 | $ | 0.03 | $ | 1.45 | $ | (1.07 | ) | ||||||
| Weighted-average shares outstanding: | |||||||||||||||
| Basic | 194.9 | 193.7 | 194.4 | 193.4 | |||||||||||
| Diluted | 197.3 | 194.3 | 196.7 | 193.4 | |||||||||||
As a result of displaying amounts in millions, rounding differences may exist in the table above.
TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
(in millions)
| Years Ended December 31, | |||||||
| 2024 | 2023 | ||||||
| Cash flows from operating activities: | |||||||
| Net income (loss) | $ | 302.3 | $ | (190.8 | ) | ||
| Less: Discontinued operations, net of tax | — | (0.7 | ) | ||||
| Income (loss) from continuing operations | 302.3 | (190.1 | ) | ||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||
| Depreciation and amortization | 537.8 | 524.4 | |||||
| Goodwill impairment | — | 414.0 | |||||
| Loss on repayment of loans | 7.4 | 7.6 | |||||
| Deferred taxes | (157.3 | ) | (162.7 | ) | |||
| Stock-based compensation | 121.2 | 100.3 | |||||
| Loss on early termination of lease | 40.5 | — | |||||
| Other | 34.3 | 26.0 | |||||
| Changes in assets and liabilities: | |||||||
| Trade accounts receivable | (105.6 | ) | (135.1 | ) | |||
| Other current and long-term assets | 46.0 | (12.7 | ) | ||||
| Trade accounts payable | 39.2 | (6.5 | ) | ||||
| Other current and long-term liabilities | (33.3 | ) | 80.4 | ||||
| Cash provided by operating activities of continuing operations | 832.5 | 645.6 | |||||
| Cash used in operating activities of discontinued operations | — | (0.2 | ) | ||||
| Cash provided by operating activities | 832.5 | 645.4 | |||||
| Cash flows from investing activities: | |||||||
| Capital expenditures | (315.8 | ) | (310.7 | ) | |||
| Proceeds from sale/maturity of other investments | 0.2 | 82.3 | |||||
| Purchases of other investments | (0.2 | ) | (53.5 | ) | |||
| Investments in nonconsolidated affiliates | (5.9 | ) | (36.9 | ) | |||
| Proceeds from the sale of investments in nonconsolidated affiliates | 7.7 | — | |||||
| (Payments) proceeds related to disposal of discontinued operations | — | (0.5 | ) | ||||
| Other | 6.6 | 0.4 | |||||
| Cash used in investing activities | (307.4 | ) | (318.9 | ) | |||
| Cash flows from financing activities: | |||||||
| Proceeds from Term Loans | 1,793.1 | 655.8 | |||||
| Repayments of Term Loans | (1,786.1 | ) | (347.7 | ) | |||
| Repayments of debt | (198.9 | ) | (650.0 | ) | |||
| Debt financing fees | (16.5 | ) | (3.3 | ) | |||
| Proceeds from issuance of common stock and exercise of stock options | 24.9 | 23.1 | |||||
| Dividends to shareholders | (82.7 | ) | (81.8 | ) | |||
| Employee taxes paid on restricted stock units recorded as treasury stock | (31.7 | ) | (18.4 | ) | |||
| Distributions to noncontrolling interests | (10.8 | ) | (16.5 | ) | |||
| Cash used in financing activities | (308.7 | ) | (438.8 | ) | |||
| Effect of exchange rate changes on cash and cash equivalents | (13.1 | ) | 3.2 | ||||
| Net change in cash and cash equivalents | 203.3 | (109.1 | ) | ||||
| Cash and cash equivalents, beginning of period | 476.2 | 585.3 | |||||
| Cash and cash equivalents, end of period | $ | 679.5 | $ | 476.2 | |||
As a result of displaying amounts in millions, rounding differences may exist in the table above.
TRANSUNION AND SUBSIDIARIES
Non-GAAP Financial Measures
We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes, Adjusted Effective Tax Rate and Leverage Ratio for all periods presented. These are important financial measures for the Company but are not financial measures as defined by GAAP. These financial measures should be reviewed in conjunction with the relevant GAAP financial measures and are not presented as alternative measures of GAAP. Other companies in our industry may define or calculate these measures differently than we do, limiting their usefulness as comparative measures. Because of these limitations, these non-GAAP financial measures should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP, including operating income, operating margin, effective tax rate, net income (loss) attributable to the Company, diluted earnings per share or cash provided by operating activities. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures are presented in the tables below.
We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes and Adjusted Effective Tax Rate as supplemental measures of our operating performance because these measures eliminate the impact of certain items that we do not consider indicative of our cash operations and ongoing operating performance. These are measures frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours.
Our board of directors and executive management team use Adjusted EBITDA as an incentive compensation measure for most eligible employees and Adjusted Diluted Earnings per Share as an incentive compensation measure for certain of our senior executives.
Under the credit agreement governing our Senior Secured Credit Facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is tied to our Leverage Ratio which is partially based on Adjusted EBITDA. Investors also use our Leverage Ratio to assess our ability to service our debt and make other capital allocation decisions.
Consolidated Adjusted EBITDA
Management has excluded the following items from net income (loss) attributable to TransUnion in order to calculate Adjusted EBITDA for the periods presented:
Consolidated Adjusted EBITDA Margin
Management defines Consolidated Adjusted EBITDA Margin as Consolidated Adjusted EBITDA divided by total revenue as reported.
Adjusted Net Income
Management has excluded the following items from net income (loss) attributable to TransUnion in order to calculate Adjusted Net Income for the periods presented:
Adjusted Diluted Earnings Per Share
Management defines Adjusted Diluted Earnings per Share as Adjusted Net Income divided by the weighted-average diluted shares outstanding.
Adjusted Provision for Income Taxes
Management has excluded the following items from our provision for income taxes for the periods presented:
Adjusted Effective Tax Rate
Management defines Adjusted Effective Tax Rate as Adjusted Provision for Income Taxes divided by Adjusted income from continuing operations before income taxes. We calculate adjusted income from continuing operations before income taxes by excluding the pre-tax adjustments in the calculation of Adjusted Net Income discussed above and noncontrolling interest related to these pre-tax adjustments from (loss) income from continuing operations before income taxes.
Leverage Ratio
Management defines Leverage Ratio as net debt divided by Consolidated Adjusted EBITDA for the most recent twelve-month period including twelve months of Adjusted EBITDA from significant acquisitions. Net debt is defined as total debt less cash and cash equivalents as reported on the balance sheet as of the end of the period.
This earnings release presents constant currency growth rates assuming foreign currency exchange rates are consistent between years. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates. This earnings release also presents organic constant currency growth rates, which assumes consistent foreign currency exchange rates between years and also eliminates the impact of our recent acquisitions. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates and the impacts of recent acquisitions.
Free cash flow is defined as cash provided by operating activities less capital expenditures and is a measure we may refer to.
Refer to Schedules 1 through 7 for a reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measure.
| SCHEDULE 1 TRANSUNION AND SUBSIDIARIES Revenue and Adjusted EBITDA growth rates as Reported, CC, Inorganic, Organic and Organic CC (Unaudited) |
||||||||||||||||||
| For the Three Months Ended December 31, 2024 compared with the Three Months Ended December 31, 2023 |
For the Year Ended December 31, 2024 compared with the Year Ended December 31, 2023 |
|||||||||||||||||
| Reported | CC Growth1 | Organic CC Growth2 | Reported | CC Growth1 | Organic CC Growth2 | |||||||||||||
| Revenue: | ||||||||||||||||||
| Consolidated | 8.6 | % | 8.9 | % | 8.9 | % | 9.2 | % | 9.3 | % | 9.3 | % | ||||||
| U.S. Markets | 7.6 | % | 7.7 | % | 7.7 | % | 8.2 | % | 8.2 | % | 8.2 | % | ||||||
| Financial Services | 20.6 | % | 20.6 | % | 20.6 | % | 15.2 | % | 15.2 | % | 15.2 | % | ||||||
| Emerging Verticals | 4.2 | % | 4.2 | % | 4.2 | % | 4.0 | % | 4.0 | % | 4.0 | % | ||||||
| Consumer Interactive | (11.1)% | (11.1)% | (11.1)% | 1.5 | % | 1.6 | % | 1.6 | % | |||||||||
| International | 10.7 | % | 11.7 | % | 11.7 | % | 12.7 | % | 13.0 | % | 13.0 | % | ||||||
| Canada | 5.3 | % | 7.9 | % | 7.9 | % | 9.9 | % | 11.5 | % | 11.5 | % | ||||||
| Latin America | 7.0 | % | 15.2 | % | 15.2 | % | 10.6 | % | 12.0 | % | 12.0 | % | ||||||
| United Kingdom | 5.8 | % | 2.7 | % | 2.7 | % | 5.1 | % | 2.6 | % | 2.6 | % | ||||||
| Africa | 13.0 | % | 8.2 | % | 8.2 | % | 9.5 | % | 9.8 | % | 9.8 | % | ||||||
| India | 16.7 | % | 18.3 | % | 18.3 | % | 23.1 | % | 24.7 | % | 24.7 | % | ||||||
| Asia Pacific | 19.3 | % | 20.2 | % | 20.2 | % | 15.1 | % | 15.8 | % | 15.8 | % | ||||||
| Adjusted EBITDA: | ||||||||||||||||||
| Consolidated | 15.9 | % | 16.4 | % | 16.4 | % | 12.1 | % | 12.3 | % | 12.3 | % | ||||||
| U.S. Markets | 16.3 | % | 16.4 | % | 16.4 | % | 10.2 | % | 10.2 | % | 10.2 | % | ||||||
| International | 11.3 | % | 12.8 | % | 12.8 | % | 15.8 | % | 16.6 | % | 16.6 | % | ||||||
| 1. | Constant Currency (“CC”) growth rates assume foreign currency exchange rates are consistent between years. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates. |
| 2. | We have no inorganic revenue or Adjusted EBITDA for the periods presented. Organic CC growth rate is the CC growth rate less inorganic growth rate. |
| SCHEDULE 2 TRANSUNION AND SUBSIDIARIES Consolidated and Segment Revenue, Adjusted EBITDA, and Adjusted EBITDA Margins (Unaudited) (dollars in millions) |
|||||||||||||||
| Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Revenue: | |||||||||||||||
| U.S. Markets gross revenue | |||||||||||||||
| Financial Services | $ | 356.1 | $ | 295.3 | $ | 1,433.8 | $ | 1,244.9 | |||||||
| Emerging Verticals | 302.3 | 290.3 | 1,215.5 | 1,168.2 | |||||||||||
| Consumer Interactive | 133.5 | 150.3 | 588.7 | 579.7 | |||||||||||
| U.S. Markets gross revenue | $ | 792.0 | $ | 735.8 | $ | 3,237.9 | $ | 2,992.8 | |||||||
| International gross revenue | |||||||||||||||
| Canada | $ | 38.5 | $ | 36.6 | $ | 154.4 | $ | 140.5 | |||||||
| Latin America | 33.8 | 31.6 | 134.7 | 121.8 | |||||||||||
| United Kingdom | 59.2 | 55.9 | 227.7 | 216.6 | |||||||||||
| Africa | 18.4 | 16.3 | 66.4 | 60.6 | |||||||||||
| India | 66.6 | 57.1 | 269.4 | 218.9 | |||||||||||
| Asia Pacific | 28.6 | 24.0 | 105.8 | 91.9 | |||||||||||
| International gross revenue | $ | 245.1 | $ | 221.5 | $ | 958.4 | $ | 850.4 | |||||||
| Total gross revenue | $ | 1,037.1 | $ | 957.3 | $ | 4,196.3 | $ | 3,843.1 | |||||||
| Intersegment revenue eliminations | |||||||||||||||
| U.S. Markets | $ | 1.3 | $ | (1.6 | ) | $ | (6.2 | ) | $ | (6.2 | ) | ||||
| International | (1.6 | ) | (1.4 | ) | (6.4 | ) | (5.7 | ) | |||||||
| Total intersegment revenue eliminations | $ | (0.3 | ) | $ | (3.0 | ) | $ | (12.6 | ) | $ | (11.9 | ) | |||
| Total revenue as reported | $ | 1,036.8 | $ | 954.3 | $ | 4,183.8 | $ | 3,831.2 | |||||||
| Adjusted EBITDA: | |||||||||||||||
| U.S. Markets | $ | 311.9 | $ | 268.1 | $ | 1,232.8 | $ | 1,119.0 | |||||||
| International | 107.4 | 96.5 | 425.5 | 367.5 | |||||||||||
| Corporate | (41.4 | ) | (38.6 | ) | (152.0 | ) | (142.8 | ) | |||||||
| Adjusted EBITDA Margin:1 | |||||||||||||||
| U.S. Markets | 39.4 | % | 36.4 | % | 38.1 | % | 37.4 | % | |||||||
| International | 43.8 | % | 43.6 | % | 44.4 | % | 43.2 | % | |||||||
| 1. | Segment Adjusted EBITDA Margins are calculated using segment gross revenue and segment Adjusted EBITDA. Consolidated Adjusted EBITDA Margin is calculated using total revenue as reported and consolidated Adjusted EBITDA. |
| Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Reconciliation of Net income (loss) attributable to TransUnion to consolidated Adjusted EBITDA: | |||||||||||||||
| Net income (loss) attributable to TransUnion | $ | 66.2 | $ | 6.1 | $ | 284.4 | $ | (206.2 | ) | ||||||
| Discontinued operations, net of tax | — | — | — | 0.7 | |||||||||||
| Income (loss) from continuing operations attributable to TransUnion | $ | 66.2 | $ | 6.0 | $ | 284.4 | $ | (205.4 | ) | ||||||
| Net interest expense | 53.4 | 65.4 | 236.7 | 267.5 | |||||||||||
| Provision (benefit) for income taxes | 29.9 | (15.4 | ) | 98.8 | 44.7 | ||||||||||
| Depreciation and amortization | 137.3 | 133.3 | 537.8 | 524.4 | |||||||||||
| EBITDA | $ | 286.8 | $ | 189.4 | $ | 1,157.7 | $ | 631.2 | |||||||
| Adjustments to EBITDA: | |||||||||||||||
| Stock-based compensation | $ | 35.6 | $ | 27.3 | $ | 121.2 | $ | 100.6 | |||||||
| Goodwill impairment1 | — | — | — | 414.0 | |||||||||||
| Mergers and acquisitions, divestitures and business optimization2 | 9.4 | 10.1 | 26.5 | 34.6 | |||||||||||
| Accelerated technology investment3 | 25.6 | 17.0 | 84.2 | 70.6 | |||||||||||
| Operating model optimization program4 | 8.4 | 77.6 | 94.8 | 77.6 | |||||||||||
| Net other5 | 12.1 | 4.6 | 21.8 | 15.2 | |||||||||||
| Total adjustments to EBITDA | $ | 91.1 | $ | 136.6 | $ | 348.7 | $ | 712.5 | |||||||
| Consolidated Adjusted EBITDA | $ | 377.9 | $ | 326.0 | $ | 1,506.3 | $ | 1,343.7 | |||||||
| Net income (loss) attributable to TransUnion margin | 6.4 | % | 0.6 | % | 6.8 | % | (5.4)% | ||||||||
| Consolidated Adjusted EBITDA margin6 | 36.5 | % | 34.2 | % | 36.0 | % | 35.1 | % | |||||||
As a result of displaying amounts in millions, rounding differences may exist in the tables above and footnotes below.
| 1. | During the year ended December 31, 2023, we recorded a goodwill impairment of $414.0 million related to our United Kingdom reporting unit in our International segment. |
| 2. | Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments: |
| Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Transaction and integration costs | $ | 4.2 | $ | 9.9 | $ | 11.2 | $ | 30.9 | |||||||
| Fair value and impairment adjustments | 7.6 | 0.9 | 8.4 | 1.6 | |||||||||||
| Post-acquisition adjustments | (2.3 | ) | (0.5 | ) | 7.0 | 4.3 | |||||||||
| Transition services agreement income | — | (0.1 | ) | — | (2.5 | ) | |||||||||
| Loss on business disposal | — | — | — | 0.3 | |||||||||||
| Total mergers and acquisitions, divestitures and business optimization | $ | 9.4 | $ | 10.1 | $ | 26.5 | $ | 34.6 | |||||||
| 3. | Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities, which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows: |
| Three Months Ended December 31, | Years Ended December 31, | |||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Foundational Capabilities | $ | 10.7 | $ | 8.0 | $ | 35.7 | $ | 35.8 | ||||
| Migration Management | 13.3 | 7.7 | 43.2 | 29.6 | ||||||||
| Program Enablement | 1.6 | 1.3 | 5.4 | 5.2 | ||||||||
| Total accelerated technology investment | $ | 25.6 | $ | 17.0 | $ | 84.2 | $ | 70.6 | ||||
| 4. | Operating model optimization consisted of the following adjustments: |
| Three Months Ended December 31, | Years Ended December 31, | |||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Employee separation | $ | — | $ | 71.9 | $ | 24.7 | $ | 71.9 | ||||
| Facility exit | — | 3.4 | 42.1 | 3.4 | ||||||||
| Business process optimization | 8.4 | 2.3 | 28.0 | 2.3 | ||||||||
| Total operating model optimization | $ | 8.4 | $ | 77.6 | $ | 94.8 | $ | 77.6 | ||||
| 5. | Net other consisted of the following adjustments: |
| Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Deferred loan fee expense from debt prepayments and refinancings | $ | 8.6 | $ | 6.2 | $ | 17.8 | $ | 9.3 | |||||||
| Other debt financing expenses | 0.7 | 0.7 | 2.4 | 2.2 | |||||||||||
| Currency remeasurement on foreign operations | 2.5 | (1.8 | ) | 2.1 | 4.8 | ||||||||||
| Other non-operating (income) and expense | 0.2 | (0.5 | ) | (0.5 | ) | (1.0 | ) | ||||||||
| Total other adjustments | $ | 12.1 | $ | 4.6 | $ | 21.8 | $ | 15.2 | |||||||
| 6. | Consolidated Adjusted EBITDA margin is calculated by dividing Consolidated Adjusted EBITDA by total revenue. |
| SCHEDULE 3 TRANSUNION AND SUBSIDIARIES Adjusted Net Income and Adjusted Diluted Earnings Per Share (Unaudited) (in millions, except per share data) |
||||||||||||||||
| Three Months Ended December 31, | Years Ended December 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Net income (loss) from continuing operations attributable to TransUnion | $ | 66.2 | $ | 6.0 | $ | 284.4 | $ | (205.4 | ) | |||||||
| Discontinued operations, net of tax | — | — | — | (0.7 | ) | |||||||||||
| Income (loss) attributable to TransUnion | $ | 66.2 | $ | 6.1 | $ | 284.4 | $ | (206.2 | ) | |||||||
| Weighted-average shares outstanding: | ||||||||||||||||
| Basic | 194.9 | 193.7 | 194.4 | 193.4 | ||||||||||||
| Diluted | 197.3 | 194.3 | 196.7 | 193.4 | ||||||||||||
| Basic earnings (loss) per common share from: | ||||||||||||||||
| Income (loss) from continuing operations attributable to TransUnion | $ | 0.34 | $ | 0.03 | $ | 1.46 | $ | (1.06 | ) | |||||||
| Discontinued operations, net of tax | — | — | — | — | ||||||||||||
| Net income (loss) attributable to TransUnion | $ | 0.34 | $ | 0.03 | $ | 1.46 | $ | (1.07 | ) | |||||||
| Diluted earnings (loss) per common share from: | ||||||||||||||||
| Income (loss) from continuing operations attributable to TransUnion | $ | 0.34 | $ | 0.03 | $ | 1.45 | $ | (1.06 | ) | |||||||
| Discontinued operations, net of tax | — | — | — | — | ||||||||||||
| Net income (loss) attributable to TransUnion | $ | 0.34 | $ | 0.03 | $ | 1.45 | $ | (1.07 | ) | |||||||
| Reconciliation of Net income (loss) attributable to TransUnion to Adjusted Net Income: | ||||||||||||||||
| Net income (loss) attributable to TransUnion | $ | 66.2 | $ | 6.1 | $ | 284.4 | $ | (206.2 | ) | |||||||
| Discontinued operations, net of tax | — | — | — | 0.7 | ||||||||||||
| Income (loss) from continuing operations attributable to TransUnion | $ | 66.2 | $ | 6.0 | $ | 284.4 | $ | (205.4 | ) | |||||||
| Adjustments before income tax items: | ||||||||||||||||
| Amortization of certain intangible assets | 71.3 | 72.4 | 286.1 | 293.6 | ||||||||||||
| Stock-based compensation | 35.6 | 27.3 | 121.2 | 100.6 | ||||||||||||
| Goodwill impairment1 | — | — | — | 414.0 | ||||||||||||
| Mergers and acquisitions, divestitures and business optimization2 | 9.4 | 10.1 | 26.5 | 34.6 | ||||||||||||
| Accelerated technology investment3 | 25.6 | 17.0 | 84.2 | 70.6 | ||||||||||||
| Operating model optimization program4 | 8.4 | 77.6 | 94.8 | 77.6 | ||||||||||||
| Net other5 | 11.6 | 4.4 | 20.2 | 14.0 | ||||||||||||
| Total adjustments before income tax items | $ | 161.9 | $ | 208.8 | $ | 633.1 | $ | 1,005.0 | ||||||||
| Total adjustments for income taxes6 | $ | (35.9 | ) | $ | (58.9 | ) | $ | (148.7 | ) | $ | (144.1 | ) | ||||
| Adjusted Net Income | $ | 192.2 | $ | 156.0 | $ | 768.8 | $ | 655.4 | ||||||||
| Weighted-average shares outstanding: | ||||||||||||||||
| Basic | 194.9 | 193.7 | 194.4 | 193.4 | ||||||||||||
| Diluted | 197.3 | 194.3 | 196.7 | 194.7 | ||||||||||||
| Adjusted Earnings per Share: | ||||||||||||||||
| Basic | $ | 0.99 | $ | 0.81 | $ | 3.95 | $ | 3.39 | ||||||||
| Diluted | $ | 0.97 | $ | 0.80 | $ | 3.91 | $ | 3.37 | ||||||||
| Three Months Ended December 31, | Years Ended December 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Reconciliation of Diluted earnings (loss) per share from Net income attributable to TransUnion to Adjusted Diluted Earnings per Share: | ||||||||||||||||
| Diluted earnings (loss) per common share from: | ||||||||||||||||
| Net income (loss) attributable to TransUnion | $ | 0.34 | $ | 0.03 | $ | 1.45 | $ | (1.07 | ) | |||||||
| Discontinued operations, net of tax | — | — | — | — | ||||||||||||
| Income (loss) from continuing operations attributable to TransUnion | $ | 0.34 | $ | 0.03 | $ | 1.45 | $ | (1.06 | ) | |||||||
| Adjustments before income tax items: | ||||||||||||||||
| Amortization of certain intangible assets | 0.36 | 0.37 | 1.45 | 1.51 | ||||||||||||
| Stock-based compensation | 0.18 | 0.14 | 0.62 | 0.52 | ||||||||||||
| Goodwill impairment1 | — | — | — | 2.13 | ||||||||||||
| Mergers and acquisitions, divestitures and business optimization2 | 0.05 | 0.05 | 0.13 | 0.18 | ||||||||||||
| Accelerated technology investment3 | 0.13 | 0.09 | 0.43 | 0.36 | ||||||||||||
| Operating model optimization program4 | 0.04 | 0.40 | 0.48 | 0.40 | ||||||||||||
| Net other5 | 0.06 | 0.02 | 0.10 | 0.07 | ||||||||||||
| Total adjustments before income tax items | $ | 0.82 | $ | 1.07 | $ | 3.22 | $ | 5.16 | ||||||||
| Total adjustments for income taxes6 | (0.18 | ) | (0.30 | ) | (0.76 | ) | (0.74 | ) | ||||||||
| Impact of additional dilutive shares7 | — | — | — | 0.02 | ||||||||||||
| Adjusted Diluted Earnings per Share | $ | 0.97 | $ | 0.80 | $ | 3.91 | $ | 3.37 | ||||||||
Each component of earnings per share is calculated independently, therefore, rounding differences exist in the table above.
| 1. | During the year ended December 31, 2023, we recorded a goodwill impairment of $414.0 million related to our United Kingdom reporting unit in our International segment. |
| 2. | Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments: |
| Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Transaction and integration costs | $ | 4.2 | $ | 9.9 | $ | 11.2 | $ | 30.9 | |||||||
| Fair value and impairment adjustments | 7.6 | 0.9 | 8.4 | 1.6 | |||||||||||
| Post-acquisition adjustments | (2.3 | ) | (0.5 | ) | 7.0 | 4.3 | |||||||||
| Transition services agreement income | — | (0.1 | ) | — | (2.5 | ) | |||||||||
| Loss on business disposal | — | — | — | 0.3 | |||||||||||
| Total mergers and acquisitions, divestitures and business optimization | $ | 9.4 | $ | 10.1 | $ | 26.5 | $ | 34.6 | |||||||
| 3. | Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows: |
| Three Months Ended December 31, | Years Ended December 31, | |||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Foundational Capabilities | $ | 10.7 | $ | 8.0 | $ | 35.7 | $ | 35.8 | ||||
| Migration Management | 13.3 | 7.7 | 43.2 | 29.6 | ||||||||
| Program Enablement | 1.6 | 1.3 | 5.4 | 5.2 | ||||||||
| Total accelerated technology investment | $ | 25.6 | $ | 17.0 | $ | 84.2 | $ | 70.6 | ||||
| 4. | Operating model optimization consisted of the following adjustments: |
| Three Months Ended December 31, | Years Ended December 31, | |||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Employee separation | $ | — | $ | 71.9 | $ | 24.7 | $ | 71.9 | ||||
| Facility exit | — | 3.4 | 42.1 | 3.4 | ||||||||
| Business process optimization | 8.4 | 2.3 | 28.0 | 2.3 | ||||||||
| Total operating model optimization | $ | 8.4 | $ | 77.6 | $ | 94.8 | $ | 77.6 | ||||
| 5. | Net other consisted of the following adjustments: |
| Three Months Ended December 31, | Years Ended December 31, | ||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||
| Deferred loan fee expense from debt prepayments and refinancing | $ | 8.6 | $ | 6.2 | $ | 17.8 | $ | 9.3 | |||||
| Currency remeasurement on foreign operations | 2.5 | (1.8 | ) | 2.1 | 4.8 | ||||||||
| Other non-operating expense | 0.4 | — | 0.3 | — | |||||||||
| Total other adjustments | $ | 11.6 | $ | 4.4 | $ | 20.2 | $ | 14.0 | |||||
| 6. | Total adjustments for income taxes represents the total of adjustments discussed to calculate the Adjusted Provision for Income Taxes. |
| 7. | Diluted share counts for Adjusted Diluted Earnings Per Share includes an additional 1.3 million of dilutive securities for the twelve months ended December 31, 2023, which are not included in GAAP diluted weighted-average shares outstanding due to the Company’s net loss position for the twelve months ended December 31, 2023. |
| SCHEDULE 4 TRANSUNION AND SUBSIDIARIES Adjusted Provision for Income Taxes, Effective Tax Rate and Adjusted Effective Tax Rate (Unaudited) (dollars in millions) |
|||||||||||||||
| Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Income (loss) from continuing operations before income taxes | $ | 100.6 | $ | (5.8 | ) | $ | 401.1 | $ | (145.3 | ) | |||||
| Total adjustments before income tax items from Schedule 3 | 161.9 | 208.8 | 633.1 | 1,005.0 | |||||||||||
| Adjusted income from continuing operations before income taxes | $ | 262.5 | $ | 203.0 | $ | 1,034.3 | $ | 859.7 | |||||||
| Reconciliation of Provision for income taxes to Adjusted Provision for Income Taxes | |||||||||||||||
| (Provision) benefit for income taxes | (29.9 | ) | 15.4 | (98.8 | ) | (44.7 | ) | ||||||||
| Adjustments for income taxes: | |||||||||||||||
| Tax effect of above adjustments | (37.0 | ) | (45.5 | ) | (145.5 | ) | (135.6 | ) | |||||||
| Eliminate impact of excess tax (benefit) expenses for stock-based compensation | (0.1 | ) | 0.2 | (1.5 | ) | 3.0 | |||||||||
| Other1 | 1.3 | (13.7 | ) | (1.7 | ) | (11.5 | ) | ||||||||
| Total adjustments for income taxes | $ | (35.9 | ) | $ | (58.9 | ) | $ | (148.7 | ) | $ | (144.1 | ) | |||
| Adjusted Provision for Income Taxes | $ | (65.8 | ) | $ | (43.5 | ) | $ | (247.6 | ) | $ | (188.8 | ) | |||
| Effective tax rate | 29.7 | % | 263.1 | % | 24.6 | % | (30.8)% | ||||||||
| Adjusted Effective Tax Rate | 25.1 | % | 21.4 | % | 23.9 | % | 22.0 | % | |||||||
As a result of displaying amounts in millions, rounding differences may exist in the table above.
| 1. | Other adjustments for income taxes include: |
| Three Months Ended December 31, | Years Ended December 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Deferred tax adjustments | $ | 15.2 | $ | (13.5 | ) | $ | 13.8 | $ | (12.9 | ) | ||||||
| Valuation allowance adjustments | (10.6 | ) | 4.8 | (12.7 | ) | 4.0 | ||||||||||
| Return to provision, audit adjustments, and reserves related to prior periods | (3.5 | ) | (3.6 | ) | (2.3 | ) | (1.0 | ) | ||||||||
| Other adjustments | 0.1 | (1.4 | ) | (0.5 | ) | (1.6 | ) | |||||||||
| Total other adjustments | $ | 1.3 | $ | (13.7 | ) | $ | (1.7 | ) | $ | (11.5 | ) | |||||
SCHEDULE 5
TRANSUNION AND SUBSIDIARIES
Leverage Ratio (Unaudited)
(dollars in millions)
| Years Ended December 31, | |||||||
| 2024 | 2023 | ||||||
| Reconciliation of Net income (loss) attributable to TransUnion to Consolidated Adjusted EBITDA: | |||||||
| Net income (loss) attributable to TransUnion | $ | 284.4 | $ | (206.2 | ) | ||
| Discontinued operations, net of tax | — | 0.7 | |||||
| Income (loss) from continuing operations attributable to TransUnion | $ | 284.4 | $ | (205.4 | ) | ||
| Net interest expense | 236.7 | 267.5 | |||||
| Provision for income taxes | 98.8 | 44.7 | |||||
| Depreciation and amortization | 537.8 | 524.4 | |||||
| EBITDA | $ | 1,157.7 | $ | 631.2 | |||
| Adjustments to EBITDA: | |||||||
| Stock-based compensation | $ | 121.2 | $ | 100.6 | |||
| Goodwill impairment1 | — | 414.0 | |||||
| Mergers and acquisitions, divestitures and business optimization2 | 26.5 | 34.6 | |||||
| Accelerated technology investment3 | 84.2 | 70.6 | |||||
| Operating model optimization program4 | 94.8 | 77.6 | |||||
| Net other5 | 21.8 | 15.2 | |||||
| Total adjustments to EBITDA | $ | 348.7 | $ | 712.5 | |||
| Leverage Ratio Adjusted EBITDA | $ | 1,506.3 | $ | 1,343.7 | |||
| Total debt | $ | 5,147.2 | $ | 5,340.4 | |||
| Less: Cash and cash equivalents | 679.5 | 476.2 | |||||
| Net Debt | $ | 4,467.8 | $ | 4,864.2 | |||
| Ratio of Net Debt to Net income (loss) attributable to TransUnion | 15.7 | (23.6 | ) | ||||
| Leverage Ratio6 | 3.0 | 3.6 | |||||
As a result of displaying amounts in millions, rounding differences may exist in the table above.
| 1. | During the year ended December 31, 2023, we recorded a goodwill impairment of $414.0 million related to our United Kingdom reporting unit in our International segment. |
| 2. | Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments: |
| Years Ended December 31, | ||||||
| 2024 | 2023 | |||||
| Transaction and integration costs | $ | 11.2 | $ | 30.9 | ||
| Fair value and impairment adjustments | 8.4 | 1.6 | ||||
| Post-acquisition adjustments | 7.0 | 4.3 | ||||
| Transition services agreement income | — | (2.5 | ) | |||
| Loss on business disposal | — | 0.3 | ||||
| Total mergers and acquisitions, divestitures and business optimization | $ | 26.5 | $ | 34.6 | ||
| 3. | Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows: |
| Years Ended December 31, | |||||
| 2024 | 2023 | ||||
| Foundational Capabilities | $ | 35.7 | $ | 35.8 | |
| Migration Management | 43.2 | 29.6 | |||
| Program Enablement | 5.4 | 5.2 | |||
| Total accelerated technology investment | $ | 84.2 | $ | 70.6 | |
| 4. | Operating model optimization consisted of the following adjustments: |
| Years Ended December 31, | |||||
| 2024 | 2023 | ||||
| Employee separation | $ | 24.7 | $ | 71.9 | |
| Facility exit | 42.1 | 3.4 | |||
| Business process optimization | 28.0 | 2.3 | |||
| Total operating model optimization | $ | 94.8 | $ | 77.6 | |
| 5. | Net other consisted of the following adjustments: |
| Years Ended December 31, | |||||||
| 2024 | 2023 | ||||||
| Deferred loan fee expense from debt prepayments and refinancings | $ | 17.8 | $ | 9.3 | |||
| Other debt financing expenses | 2.4 | 2.2 | |||||
| Currency remeasurement on foreign operations | 2.1 | 4.8 | |||||
| Other non-operating (income) and expense | (0.5 | ) | (1.0 | ) | |||
| Total other adjustments | $ | 21.8 | $ | 15.2 | |||
| 6. | We define Leverage Ratio as net debt divided by Leverage Ratio Adjusted EBITDA as shown in the table above. |
| SCHEDULE 6 TRANSUNION AND SUBSIDIARIES Segment Depreciation and Amortization (Unaudited) (in millions) |
|||||||||||
| Three Months Ended December 31, | Years Ended December 31, | ||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||
| U.S. Markets | $ | 101.1 | $ | 101.3 | $ | 400.5 | $ | 393.6 | |||
| International | 35.2 | 30.9 | 133.3 | 126.4 | |||||||
| Corporate | 0.9 | 1.1 | 3.9 | 4.4 | |||||||
| Total depreciation and amortization | $ | 137.3 | $ | 133.3 | $ | 537.8 | $ | 524.4 | |||
As a result of displaying amounts in millions, rounding differences may exist in the table above.
SCHEDULE 7
TRANSUNION AND SUBSIDIARIES
Reconciliation of Non-GAAP Guidance (Unaudited)
(in millions, except per share data)
| Three Months Ended March 31, 2025 | Year Ended December 31, 2025 | ||||||||||||||
| Low | High | Low | High | ||||||||||||
| Guidance reconciliation of Net income attributable to TransUnion to Adjusted EBITDA: | |||||||||||||||
| Net income attributable to TransUnion | $ | 71 | $ | 77 | $ | 335 | $ | 362 | |||||||
| Interest, taxes and depreciation and amortization | 222 | 225 | 923 | 935 | |||||||||||
| EBITDA | $ | 293 | $ | 301 | $ | 1,258 | $ | 1,298 | |||||||
| Stock-based compensation, mergers, acquisitions divestitures and business optimization-related expenses and other adjustments1 | 83 | 83 | 292 | 292 | |||||||||||
| Adjusted EBITDA | $ | 376 | $ | 384 | $ | 1,549 | $ | 1,590 | |||||||
| Net income attributable to TransUnion margin | 6.7 | % | 7.1 | % | 7.7 | % | 8.3 | % | |||||||
| Consolidated Adjusted EBITDA margin2 | 35.5 | % | 35.8 | % | 35.8 | % | 36.2 | % | |||||||
| Guidance reconciliation of Diluted earnings per share to Adjusted Diluted Earnings per Share: | |||||||||||||||
| Diluted earnings per share | $ | 0.36 | $ | 0.39 | $ | 1.68 | $ | 1.82 | |||||||
| Adjustments to diluted earnings per share1 | 0.60 | 0.60 | 2.25 | 2.26 | |||||||||||
| Adjusted Diluted Earnings per Share | $ | 0.96 | $ | 0.99 | $ | 3.93 | $ | 4.08 | |||||||
As a result of displaying amounts in millions, rounding differences may exist in the table above.
| 1. | These adjustments include the same adjustments we make to our Adjusted EBITDA and Adjusted Net Income as discussed in the Non-GAAP Financial Measures section of our Earnings Release. |
| 2. | Consolidated Adjusted EBITDA margin is calculated by dividing Consolidated Adjusted EBITDA by total revenue. |
Source: United Kingdom – Executive Government & Departments
Former owner of Chinese takeaway in Kent claimed maximum loan for business which was not eligible for any money
The former owner of a Chinese takeaway in Kent is subject to stringent sanctions after taking out a £50,000 Bounce Back Loan during the Covid pandemic when the business was not entitled to any money under the scheme.
Zhongqing Li, 55, from Parkwood Green, Gillingham, applied for the loan in June 2020 to support his Silver Sea takeaway, which also traded from Parkwood Green.
Li became bankrupt in June 2024, owing the full amount of the loan.
The Official Receiver, whose duty includes investigating the cause of a bankruptcy, discovered that Silver Sea had not been trading within the required timeframe to have been eligible for a Bounce Back Loan.
Samantha Crook, Deputy Official Receiver at the Insolvency Service, said:
The Bounce Back Loan scheme was designed to help keep existing businesses afloat during a time of crisis for the country.
Zhongqing Li abused this vital support by claiming the maximum amount possible for a business that was not entitled to receive a loan under the terms of the scheme.
The Insolvency Service strives to secure the toughest sanctions for those who abuse public money, and we are pleased these lengthy restrictions will curb Li’s business and financial activities to help protect the public from further harm.
Li made a loan application on 15 June 2020 in which he stated that Silver Sea had been trading on 1 March 2020 – the date businesses had to have been trading to qualify for a loan under the rules of the scheme.
But the Official Receiver discovered that the day before he applied for the loan, Li had signed a VAT registration form saying the business had only begun trading in the previous month, on 17 May 2020.
The Official Receiver secured a Bankruptcy Restrictions Undertaking (BRU) from Li, in which he did not dispute that he had obtained a £50,000 Bounce Back Loan to which he was not entitled because he was not trading on or before 1 March 2020, as required by the terms of the scheme.
He agreed to abide by sanctions that restrict his finance and business activities, and extend the original terms of his bankruptcy – usually a 12-month period – for another nine years.
The restrictions prevent him acting as a company director without permission from the court, and from holding certain roles in public organisations. He is also prohibited from borrowing more than £500 without declaring he is subject to the sanctions.
The Secretary of State for Business and Trade accepted the undertaking from Zhongqing Li on 28 January 2025. He will be subject to the restrictions until 27 January 2034.
The Silver Sea takeaway continues to trade under different owners.
The Official Receiver continues to make enquiries into possible recovery of the money.
Published 13 February 2025
Translartion. Region: Russians Fedetion –
Source: Moscow Exchange – Moscow Exchange –
02/13/2025
10:05
In accordance with the Methodology for determining the risk parameters of the stock market and deposit market of Moscow Exchange PJSC by NCO NCC (JSC) on 13.02.2025, 10-05 (Moscow time), the values of the upper limit of the price corridor (up to 84.14) and the range of market risk assessment (up to 926.73 rubles, equivalent to a rate of 12.5%) of the SU26245RMFS9 security (OFZ 26245) were changed.
Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.
Please Note; This Information is Raw Content Directly from the Information Source. It is access to What the Source Is Stating and Does Not Reflect
HTTPS: //VVV. MOEX.K.Mom/N77596
Translartion. Region: Russians Fedetion –
Source: Moscow Exchange – Moscow Exchange –
02/13/2025
10:06
In accordance with the Methodology for determining the risk parameters of the stock market and deposit market of Moscow Exchange PJSC by NCO NCC (JSC) on 13.02.2025, 10-06 (Moscow time), the values of the lower limit of the price corridor (up to 70.69) and the range of market risk assessment (up to 454.21 rubles, equivalent to a rate of 21.25%) of the security RU000A105898 (IADOM 1P21) were changed.
Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.
Please Note; This Information is Raw Content Directly from the Information Source. It is access to What the Source Is Stating and Does Not Reflect
HTTPS: //VVV. MEEX.K.M.M.